0001567619-20-012986.txt : 20200706 0001567619-20-012986.hdr.sgml : 20200706 20200706211851 ACCESSION NUMBER: 0001567619-20-012986 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200626 FILED AS OF DATE: 20200706 DATE AS OF CHANGE: 20200706 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Senator Investment Group LP CENTRAL INDEX KEY: 0001443689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13585 FILM NUMBER: 201015078 BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: (212) 376-4305 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Senator Management LLC CENTRAL INDEX KEY: 0001816656 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13585 FILM NUMBER: 201015079 BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-376-4300 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Senator GP LLC CENTRAL INDEX KEY: 0001816710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13585 FILM NUMBER: 201015080 BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-376-4300 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Senator Master GP LLC CENTRAL INDEX KEY: 0001816657 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13585 FILM NUMBER: 201015081 BUSINESS ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-376-4300 MAIL ADDRESS: STREET 1: 510 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Silverman Douglas CENTRAL INDEX KEY: 0001596968 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13585 FILM NUMBER: 201015082 MAIL ADDRESS: STREET 1: C/O SENATOR INVESTMENT GROUP LP STREET 2: 510 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cannae Holdings, Inc. CENTRAL INDEX KEY: 0001704720 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13585 FILM NUMBER: 201015083 BUSINESS ADDRESS: STREET 1: C/O CANNAE HOLDINGS, INC. STREET 2: 1701 VILLAGE CENTER CIRCLE CITY: LAS VEGAS STATE: NV ZIP: 89134 BUSINESS PHONE: 702-323-7334 MAIL ADDRESS: STREET 1: C/O CANNAE HOLDINGS, INC. STREET 2: 1701 VILLAGE CENTER CIRCLE CITY: LAS VEGAS STATE: NV ZIP: 89134 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cannae Holdings, LLC CENTRAL INDEX KEY: 0001546148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13585 FILM NUMBER: 201015084 BUSINESS ADDRESS: STREET 1: C/O FIDELITY NAT'L.INFO.SERVICES, INC. STREET 2: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 BUSINESS PHONE: 904 854-8100 MAIL ADDRESS: STREET 1: C/O FIDELITY NAT'L.INFO.SERVICES, INC. STREET 2: 601 RIVERSIDE AVENUE CITY: JACKSONVILLE STATE: FL ZIP: 32204 FORMER NAME: FORMER CONFORMED NAME: Fidelity National Financial Ventures, LLC DATE OF NAME CHANGE: 20141223 FORMER NAME: FORMER CONFORMED NAME: Fidelity National Special Opportunities, Inc. DATE OF NAME CHANGE: 20120330 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CORELOGIC, INC. CENTRAL INDEX KEY: 0000036047 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 951068610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 40 PACIFICA STREET 2: SUITE 900 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 214-1000 MAIL ADDRESS: STREET 1: 40 PACIFICA STREET 2: SUITE 900 CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN CORP DATE OF NAME CHANGE: 20020628 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN FINANCIAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN TITLE INSURANCE & TRUST C DATE OF NAME CHANGE: 19690515 3 1 doc1.xml FORM 3 X0206 3 2020-06-26 0 0000036047 CORELOGIC, INC. CLGX 0001443689 Senator Investment Group LP 510 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10022 0 0 1 0 0001816656 Senator Management LLC 510 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10022 0 0 1 0 0001816710 Senator GP LLC 510 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10022 0 0 1 0 0001816657 Senator Master GP LLC 510 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10022 0 0 1 0 0001596968 Silverman Douglas 510 MADISON AVENUE, 28TH FLOOR NEW YORK NY 10022 0 0 1 0 0001704720 Cannae Holdings, Inc. 1701 VILLAGE CENTER CIRCLE LAS VEGAS NV 89134 0 0 1 0 0001546148 Cannae Holdings, LLC 1701 VILLAGE CENTER CIRCLE LAS VEGAS NV 89134 0 0 1 0 Cash-settled swaps 49.6851 2020-06-18 2022-11-17 Common Stock 63000 I See footnotes Total return swaps (obligation to buy) 52.8761 2020-06-23 2022-11-17 Common Stock 200000 I See footnotes Physically-settled forward contracts (obligation to buy) 52.8244 2020-06-24 2021-07-26 Common Stock 375000 I See footnotes Physically-settled forward contracts (obligation to buy) 52.8444 2020-06-24 2021-07-26 Common Stock 100000 I See footnotes Physically-settled forward contracts (obligation to buy) 52.7617 2020-06-25 2021-07-26 Common Stock 310000 I See footnotes Physically-settled forward contracts (obligation to buy) 52.6036 2020-06-25 2021-07-26 Common Stock 100000 I See footnotes Total return swaps (obligation to buy) 67.6009 2020-06-26 2022-11-17 Common Stock 350000 I See footnotes In addition to Senator Investment Group LP ("Senator"), the investment manager to SFS (as defined below) and SGOM (as defined below), this Form 3 is being filed jointly by (i) Senator Management LLC, as the general partner of Senator; (ii) Senator GP LLC, as the general partner of SGOM; (iii) Senator Master GP LLC, as the general partner of SFS; (iv) Douglas Silverman, as CEO of Senator; (v) Cannae Holdings, Inc., a Delaware corporation ("Cannae") and (vi) Cannae Holdings, LLC, a wholly-owned subsidiary of Cannae ("Cannae Holdings"), each of whom may be deemed to have a pecuniary interest in certain of the securities reported on this Form 3 (the "Subject Securities"). The Reporting Persons may be deemed members of a "group" (within the meaning of Rule 13d-5 under the Exchange Act). [cont'd in FN 2] [cont'd from FN 1] Each of the Reporting Persons may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 of the Exchange Act for any other purpose. Reflects cash-settled swap agreements entered into by SFS with unaffiliated third-party financial institutions as counterparties at reference prices between $40.3112 and $50.03. The cash-settled swaps establish notional exposure to a total of 3,942,810 shares of the Issuer's common stock. Under the terms of the cash-settled swaps, (i) SFS will be obligated to pay to the counterparty any negative price performance versus the reference price of the specified notional number of shares subject to the swaps as of the expiration date of such swaps, plus interest at the rate set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay SFS any positive price performance versus the reference price of the specified notional number of shares subject to the swaps as of the expiration date of the swaps. [cont'd in FN 4] [cont'd from FN 3] The counterparty is obligated to make payments to SFS in an amount equal to dividends paid on the specified notional number of shares during the terms of the swaps. All payments under the swaps will be settled in cash, and the swaps may be settled at any time prior to the expiration date. Reflects total return swaps entered into by SFS with an unaffiliated third-party financial institution as counterparty, at reference prices of $52.8761 and $67.6009. The swaps establish notional exposure to 550,000 shares of the Issuer's common stock. The total return swaps may, subject to certain conditions, be either cash-settled or physically-settled at the election of SFS. Under the terms of the total return swaps, if physically settled, (i) SFS will be obligated to pay to the counterparty the reference price for the specified notional number of shares, plus interest to the counterparty at the rate set forth in the applicable total return swap and (ii) the counterparty will be obligated to deliver to SFS the specified notional number of shares set forth in the applicable total return swap and to pay to SFS an amount equal to dividends paid on the specified notional number of shares. Reflects physically-settled forward contracts entered into by SFS with an unaffiliated third-party financial institution as counterparty, at reference prices between $52.6036 and $52.8444. The contracts establish notional exposure to 885,000 shares of the Issuer's common stock. The contracts may, subject to certain conditions, be either cash-settled or physically-settled at the election of SFS. Under the terms of the contracts, if physically settled, (i) SFS will be obligated to pay to the counterparty the reference price for the specified notional number of shares, plus interest to the counterparty at the rate set forth in the applicable contract and (ii) the counterparty will be obligated to deliver to SFS the specified notional number of shares set forth in the applicable contract and to pay to SFS an amount equal to dividends paid on the specified notional number of shares. Multiple Forms Filed, 2 of 2 SENATOR INVESTMENT GROUP LP; by: /s/ Evan Gartenlaub, General Counsel 2020-07-06 SENATOR MANAGEMENT LLC; by: /s/ Evan Gartenlaub, General Counsel 2020-07-06 SENATOR GP LLC; by: /s/ Evan Gartenlaub, General Counsel 2020-07-06 SENATOR MASTER GP LLC; by: /s/ Evan Gartenlaub, General Counsel 2020-07-06 Douglas Silverman; By /s/Evan Gartenlaub as Attorney-in-Fact 2020-07-06 CANNAE HOLDINGS, INC.; by: /s/ Michael L. Gravelle, Executive Vice President, General Counsel and Corporate Secretary 2020-07-06 CANNAE HOLDINGS, LLC; by: /s/ Michael L. Gravelle, Managing Director, General Counsel and Corporate Secretary 2020-07-06