Form PREM14A CORELOGIC, INC. For: Mar 01

March 1, 2021 8:05 AM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

 

 

Filed by the Registrant   ☒                             Filed by a Party other than the Registrant   ☐

Check the appropriate box:

 

  Preliminary Proxy Statement
  Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
  Definitive Proxy Statement
  Definitive Additional Materials
  Soliciting Material under §240.14a-12

CORELOGIC, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

  No fee required.
  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
  (1)  

Title of each class of securities to which transaction applies:

 

Common stock, par value $0.00001 per share, of CoreLogic, Inc.

  (2)  

Aggregate number of securities to which transaction applies:

 

As of February 1, 2021, 73,152,120 shares of CoreLogic, Inc. common stock (including 310,780.798 vested restricted stock units); 158,104 shares of CoreLogic, Inc. common stock issuable upon the exercise of stock options; and 2,530,990.269 shares of CoreLogic, Inc. common stock issuable upon vesting and settlement of time-based restricted stock units and performance-based restricted stock units (assuming attainment of the applicable performance measures at the maximum level of performance).

  (3)  

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

The maximum aggregate value was determined based upon the sum of: (i) 73,152,120 shares of CoreLogic, Inc. common stock multiplied by $80 per share; (ii) options to purchase 158,104 shares of CoreLogic, Inc. common stock multiplied by $52.86 (the difference between $80 and the weighted average exercise price of $27.14 per share); and (iii) 2,530,990.269 shares of CoreLogic, Inc. common stock issuable upon vesting and settlement of time-based restricted stock units and performance-based restricted stock units (assuming attainment of the applicable performance measures at the maximum level of performance) multiplied by $80 per share.

  (4)  

Proposed maximum aggregate value of transaction:

 

$6,063,006,198.96

  (5)  

Total fee paid:

 

$661,473.98. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filed fee was determined by multiplying the proposed maximum aggregate value of the transaction of $6,063,006,198.96 by 0.0001091.

  Fee paid previously with preliminary materials.
  Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)  

Amount Previously Paid:

 

     

  (2)  

Form, Schedule or Registration Statement No.:

 

     

  (3)  

Filing Party:

 

     

  (4)  

Date Filed:

 

     

 

 

 


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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED AS OF MARCH 1, 2021

CoreLogic, Inc.

40 Pacifica

Irvine, California 92618

[●], 2021

Dear Stockholder:

You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of CoreLogic, Inc. (“CoreLogic”) to be held on [●], 2021, at [●], at [●] [a.m.] / [p.m.], Pacific Time. Due to public health concerns surrounding the novel coronavirus and to prioritize the health and well-being of our employees, stockholders and other community members, CoreLogic will hold the Special Meeting in a virtual meeting format only on the virtual meeting website. You will not be able to attend the Special Meeting physically in person.

At the Special Meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of February 4, 2021 (the “Merger Agreement”), by and among Celestial-Saturn Parent Inc. (“Parent”), Celestial-Saturn Merger Sub Inc., a direct, wholly-owned subsidiary of Parent (“Acquisition Sub”), and CoreLogic. Pursuant to the terms of the Merger Agreement, Acquisition Sub will merge with and into CoreLogic (the “Merger”), with CoreLogic surviving the Merger, and CoreLogic will become a wholly-owned subsidiary of Parent. You will also be asked to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger.

If the Merger contemplated by the Merger Agreement is completed, you will be entitled to receive $80.00 in cash, without interest, for each share of CoreLogic’s common stock, par value $0.00001 per share (“CoreLogic Common Stock”) (unless you have properly exercised your appraisal rights with respect to such shares).

On February 4, 2021, CoreLogic’s board of directors, after considering various factors, including those described in the accompanying Proxy Statement (the “Proxy Statement”), and after consultation with CoreLogic’s independent legal and financial advisors, unanimously (i) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (ii) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of CoreLogic and its stockholders and (iii) resolved to recommend that the stockholders of CoreLogic vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby and the adoption of the Merger Agreement.

CoreLogic’s board of directors unanimously recommends that you vote (i) “FOR” the proposal to adopt the Merger Agreement, thereby approving the Merger, the merger agreement and the transactions contemplated thereby and (ii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may be payable by CoreLogic to its named executive officers in connection with the Merger and contemplated by the Merger Agreement.

The enclosed Proxy Statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of CoreLogic’s board of directors in connection with its evaluation of the Merger Agreement and the Merger. You are encouraged to read the Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about CoreLogic from documents we file with the U.S. Securities and Exchange Commission (the “SEC”) from time to time.

We appreciate you taking the time to vote promptly, and, in light of the reported continuing delays in the postal system, encourage you to do so electronically. After reading the Proxy Statement, please vote at your earliest convenience by voting over the internet using the internet address on the proxy card or by voting by telephone using the toll-free number on the proxy card. If you do not have access to a touch-tone phone or the


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Internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the enclosed postage-paid envelope. Only your last-dated proxy will be counted, and any proxy may be revoked at any time prior to its exercise at the Special Meeting. If your shares are held in street name through a broker, bank or other nominee, you are considered the beneficial owner of those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares. Without your voting instructions, because of the non-routine nature of the proposals, your broker, bank or other nominee may not vote your shares with respect to any of the proposals. We encourage you to instruct your broker, bank or other nominee to vote your shares “FOR” all of the proposals set forth in the Proxy Statement by following the directions on the enclosed voting instruction form to provide your instructions over the internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope provided. Again, we encourage you to vote electronically.

Your vote is very important, regardless of the number of shares that you own. We cannot consummate the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of a majority of the outstanding shares of CoreLogic Common Stock entitled to vote thereon, provided a quorum is present. In addition, the Merger Agreement makes the approval by the stockholders of CoreLogic (“CoreLogic stockholders”) of the proposal to adopt the Merger Agreement a condition to the parties’ obligations to consummate the Merger. The failure of any stockholder to grant a proxy electronically over the internet or by telephone, to submit a signed proxy card, or to vote by virtual ballot at the Special Meeting in virtual meeting format will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, will not have any effect on the proposal to approve compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger and such stockholder’s shares will not be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting. Because both proposals presented to stockholders will be considered non-discretionary, there will not be any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

If you have any questions about the Proxy Statement, the Special Meeting, the Merger Agreement or the Merger or need assistance with voting procedures, please contact Innisfree M&A Incorporated, our proxy solicitor, by calling (877) 750-9498 (TOLL-FREE from the U.S. and Canada) or +1(412) 232-3651 (from other locations).

On behalf of CoreLogic’s board of directors, I thank you for your support and appreciate your consideration of this matter.

Sincerely,

[●]

[●]

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The Proxy Statement is dated [●], 2021 and, together with the enclosed form of proxy card, is first being mailed to CoreLogic stockholders on or about [●], 2021.


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PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED AS OF MARCH 1, 2021

CoreLogic, Inc.

40 Pacifica

Irvine, California 92618

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

YOUR VOTE IS VERY IMPORTANT.

PLEASE VOTE YOUR SHARES PROMPTLY.

A special meeting of stockholders (the “Special Meeting”) of CoreLogic, Inc., a Delaware corporation (“CoreLogic”), will be held on [●], 2021, at [●], at [●] [a.m.] / [p.m.], Pacific Time. Due to public health concerns surrounding the novel coronavirus and to prioritize the health and well-being of our employees, stockholders and other community members, CoreLogic will hold the Special Meeting in a virtual meeting format only on the virtual meeting website. You will not be able to attend the Special Meeting physically in person.

The Special Meeting will be held for the following purposes:

 

  1.

to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of February 4, 2021, by and among Celestial-Saturn Parent Inc. (“Parent”), Celestial-Saturn Merger Sub Inc., a direct, wholly-owned subsidiary of Parent (“Acquisition Sub”), and CoreLogic (as it may be amended from time to time, the “Merger Agreement”), a copy of which is attached as Annex A to the proxy statement (the “Proxy Statement”) accompanying this notice; and

 

  2.

to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger.

The affirmative vote of a majority of the outstanding shares of CoreLogic common stock entitled to vote thereon is required to adopt the Merger Agreement. The affirmative vote of the holders of a majority in voting power of the CoreLogic Common Stock entitled to vote thereon, which are present or represented by proxy, at the Special Meeting, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the proposal to approve compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger. The failure of any stockholder of record to grant a proxy electronically over the internet or by telephone. submit a signed proxy card, or to vote by ballot at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement and will not have any effect on the proposal to approve compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger. Abstentions will be counted as votes “AGAINST” the proposal to adopt the Merger Agreement and the proposal to approve compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger. Because both proposals presented to stockholders will be considered non-discretionary, there will not be any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal..

Only CoreLogic stockholders of record as of the close of business on [●], 2021 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the Special Meeting will be available in our principal executive offices located at 40 Pacifica, Irvine, California 92618, during regular business hours for a period of no less than ten (10) days before the Special Meeting and at the place of the Special Meeting during such meeting. To access the list during the Special Meeting, please use the virtual meeting website link set forth in the accompanying Proxy Statement.

CoreLogic stockholders who do not vote in favor of the proposal to adopt the Merger Agreement will have the right to seek appraisal of the fair value of their shares of CoreLogic Common Stock if they deliver a demand for appraisal before the vote is taken on the Merger Agreement and comply with all the requirements of Delaware law, which are summarized in the Proxy Statement accompanying this notice and reproduced in their entirety in Annex C to the accompanying Proxy Statement.


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CoreLogic’s board of directors (the “Board”) unanimously recommends that you vote “FOR” the adoption of the Merger Agreement and “FOR” the non-binding, advisory proposal regarding compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger. In considering the recommendation of the Board, CoreLogic stockholders should be aware that its executive officers and members of the Board may have agreements and arrangements in place that provide them with interests in the Merger that may be different from, or in addition to, those of CoreLogic. See the section entitled “The Merger—Interests of the Directors and Executive Officers of CoreLogic in the Merger” beginning on page [●] of this Proxy Statement.

Our Notice of Special Meeting and Proxy Statement are available at [].

By order of the Board of Directors,

[●]

[●]

[●], 2021


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IMPORTANT

Your vote is extremely important. Whether or not you plan to virtually attend the Special Meeting and regardless of the number of shares you own, we urge you to vote promptly “FOR” both of the proposals.

If you have any questions about submitting your proxy card or otherwise require assistance, please contact:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders May Call: (877) 750-9498 (TOLL-FREE from the U.S. and Canada)

or +1 (412) 232-3651 (from other locations)

Banks and Brokers May Call Collect: (212) 750-5833


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TABLE OF CONTENTS

 

SUMMARY

     1  

The Special Meeting

     1  

Parties Involved in the Merger

     3  

Effect of the Merger

     4  

Effect on CoreLogic if the Merger is Not Consummated

     4  

Merger Consideration

     4  

Recommendation of the Board and Reasons for the Merger

     5  

Opinion of CoreLogic’s Financial Advisor

     5  

Interests of the Directors and Executive Officers of CoreLogic in the Merger

     5  

Treatment of Company Equity Awards

     6  

Treatment of Company ESPP

     7  

Financing of the Merger

     8  

U.S. Federal Income Tax Consequences of the Merger

     8  

Regulatory Approvals Required for the Merger

     8  

Legal Proceedings Regarding the Merger

     8  

Restrictions on Solicitations of Other Offers

     9  

Alternative Acquisition Agreements

     9  

Adverse Recommendation Changes

     10  

Employee Benefits

     10  

Efforts to Close the Merger

     11  

Conditions to the Closing of the Merger

     11  

Termination of the Merger Agreement

     13  

Termination Fees

     14  

Enforcement Expenses

     15  

Specific Performance

     15  

Market Prices and Dividend Data

     15  

Appraisal Rights

     15  

QUESTIONS AND ANSWERS

     17  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

     27  

THE SPECIAL MEETING

     29  

Date, Time and Place of the Special Meeting

     29  

Purpose of the Special Meeting

     29  

Record Date; Shares Entitled to Vote; Quorum

     29  

Vote Required; Abstentions and Broker Non-Votes

     29  

Shares Held by CoreLogic’s Directors and Executive Officers

     30  

Voting of Proxies

     30  

How you May Revoke or Change Your Vote

     31  

Tabulation of Votes

     32  

Solicitation of Proxies

     32  

Anticipated Date of Consummation of the Merger

     32  

Attending the Special Meeting

     32  

Registering to Participate in the Special Meeting Remotely as a Stockholder of Record

     32  

Registering to Participate in the Special Meeting Remotely as a Beneficial Owner

     33  

Participating in the Virtual Special Meeting

     33  

Voting at the Special Meeting Remotely as a Stockholder of Record

     33  

Voting at the Special Meeting Remotely as a Beneficial Owner

     33  

Assistance

     34  

Rights of Stockholders Who Seek Appraisal

     34  

 

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

     35  

THE MERGER

     35  

Parties Involved in the Merger

     35  

Effect of the Merger

     36  

Effect on CoreLogic if the Merger is Not Consummated

     36  

Merger Consideration

     37  

Background of the Merger

     37  

Recommendation of the Board and Reasons for the Merger

     59  

Opinion of CoreLogic’s Financial Advisor

     65  

Projections Prepared by CoreLogic’s Management

     75  

Interests of the Directors and Executive Officers of CoreLogic in the Merger

     78  

Financing of the Merger

     83  

Closing and Effective Time

     85  

Accounting Treatment

     85  

U.S. Federal Income Tax Consequences of the Merger

     85  

Regulatory Approvals Required for the Merger

     87  

Legal Proceedings Regarding the Merger

     88  

TERMS OF THE MERGER AGREEMENT

     88  

Explanatory Note Regarding the Merger Agreement

     89  

Effects of the Merger

     89  

Closing and Effective Time

     89  

Directors and Officers; Certificate of Incorporation; Bylaws

     89  

Merger Consideration

     90  

Company ESPP

     91  

Exchange and Payment Procedures

     91  

Representations and Warranties

     92  

Conduct of Business Pending the Merger

     95  

Restrictions on Solicitations of Other Offers

     97  

Alternative Acquisition Agreements

     98  

Adverse Recommendation Changes

     99  

Financing Efforts

     101  

Employee Benefits

     103  

Efforts to Close the Merger

     104  

Access to Information

     105  

Indemnification and Insurance

     105  

Other Covenants

     106  

Conditions to the Closing of the Merger

     107  

Termination of the Merger Agreement

     108  

Termination Fees

     110  

Enforcement Expenses

     110  

Specific Performance

     111  

Fees and Expenses

     111  

Amendment; Extension and Waiver

     111  

Jurisdiction

     111  

Governing Law

     112  

PROPOSAL 2: ADVISORY VOTE ON MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS

     112  

The Non-Binding Advisory Proposal

     112  

Vote Required and Board Recommendation

     113  

MARKET PRICES AND DIVIDEND DATA

     113  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     114  

 

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APPRAISAL RIGHTS

     116  

Filing Written Demand

     117  

Notice by the Surviving Corporation

     118  

Filing a Petition for Appraisal

     118  

Determination of Fair Value

     119  

OTHER MATTERS

     121  

FUTURE STOCKHOLDER PROPOSALS

     121  

HOUSEHOLDING INFORMATION

     121  

WHERE YOU CAN FIND MORE INFORMATION

     121  

MISCELLANEOUS

     122  

 

Annex A    Agreement and Plan of Merger
Annex B    Opinion of CoreLogic’s Financial Advisor
Annex C    Section 262 of the General Corporation Law of the State of Delaware

 

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SUMMARY

This summary highlights selected information from this proxy statement (this “Proxy Statement”) related to the merger (the “Merger”) of Celestial-Saturn Merger Sub Inc. (“Acquisition Sub”) with and into CoreLogic, Inc. and may not contain all of the information that is important to you. To understand the Merger more fully and for a more complete description of the legal terms of the Merger, you should read carefully this entire Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page [] of this Proxy Statement. The Merger Agreement (as defined below) is attached as Annex A to this Proxy Statement. You are encouraged to read the Merger Agreement, which is the legal document that governs the Merger.

Except as otherwise specifically noted in this Proxy Statement, “CoreLogic,” the “Company,” “we,” “our,” “us” and similar words in this Proxy Statement refer to CoreLogic, Inc., including, in certain cases, our subsidiaries. Throughout this Proxy Statement we refer to Celestial-Saturn Parent Inc. as “Parent” and Celestial-Saturn Merger Sub Inc. as “Acquisition Sub.” In addition, throughout this Proxy Statement we refer to the Agreement and Plan of Merger, dated as of February 4, 2021, as it may be amended from time to time, by and among CoreLogic, Parent and Acquisition Sub as the “Merger Agreement.”

The Special Meeting (page [])

Date, Time and Place

The special meeting of CoreLogic stockholders (the “Special Meeting”) will be held on [●], [●], 2021, at [●], at [●] [a.m.] / [p.m.], Pacific Time. Due to public health concerns surrounding the novel coronavirus (“COVID-19”) and to prioritize the health and well-being of our employees, stockholders and other community members, CoreLogic will hold the Special Meeting in a virtual meeting format only at www.cesonlineservices.com/clgx21_vm (the “virtual meeting website”). You will not be able to attend the Special Meeting physically in person.

Record Date; Shares Entitled to Vote

You are entitled to vote at the Special Meeting if you owned shares of common stock of CoreLogic, par value $0.00001 per share (“CoreLogic Common Stock”), at the close of business on [●], 2021, the record date for the Special Meeting (the “Record Date”). You will have one vote at the Special Meeting for each share of CoreLogic Common Stock you owned at the close of business on the Record Date.

Purpose

At the Special Meeting, we will ask CoreLogic stockholders of record as of the Record Date to vote on proposals to adopt the Merger Agreement and to approve, by non-binding, advisory vote, compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger (collectively, the “Special Meeting Proposals”).

Quorum

As of the Record Date, there were approximately [●] shares of CoreLogic Common Stock outstanding and entitled to be voted at the Special Meeting. The holders of a majority in voting power of the outstanding shares of CoreLogic Common Stock, present or represented by proxy, will constitute a quorum at the Special Meeting. As a result, [●] shares must be represented by proxy or by stockholders present and entitled to vote at the Special Meeting to have a quorum.

 

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Required Vote

The affirmative vote of a majority of the outstanding shares of CoreLogic Common Stock entitled to vote thereon is required to adopt the Merger Agreement. The affirmative vote of the holders of a majority in voting power of the CoreLogic Common Stock entitled to vote thereon, which are present or represented by proxy, at the Special Meeting, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the proposal to approve compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger. This means that the proposal to adopt the Merger Agreement will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of shares of CoreLogic Common Stock entitled to vote at the Special Meeting. Abstentions will have the same effect as votes “AGAINST” the proposal to adopt the Merger Agreement and the proposal to approve compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger. Because both proposals presented to stockholders will be considered non-discretionary, there will not be any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

Share Ownership of CoreLogic’s Directors and Executive Officers

As of [●], 2021, the Record Date, CoreLogic’s directors and executive officers beneficially owned and were entitled to vote, in the aggregate, [●] shares of CoreLogic Common Stock, representing approximately [●]% of the outstanding shares of CoreLogic Common Stock. We expect that CoreLogic’s directors and executive officers will beneficially own and be entitled to vote a similar figure at the close of business on the date of the Special Meeting. CoreLogic’s directors and executive officers have informed CoreLogic that they currently intend to vote all of their shares of CoreLogic Common Stock “FOR” the adoption of the Merger Agreement and “FOR” the non-binding, advisory proposal regarding compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger.

How You Can Vote

You may cast your shares in any of four (4) ways:

 

  1.

by voting over the internet using the website indicated on the enclosed proxy card;

 

  2.

by telephone using the toll-free number on the enclosed proxy card;

 

  3.

by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided; and

 

  4.

by attending the Special Meeting in a virtual format and voting by virtual ballot.

Please note that participants in our 401(k) Plan may not vote their plan shares by virtual ballot at the Special Meeting in virtual format and in order to vote their shares, must provide voting instructions to Fidelity Management Trust Company (“Fidelity”) by [●], 2021 at 11:59 p.m., Eastern Time. See “How are my shares in CoreLogic’s 401(k) Plan voted?” in the Questions and Answers section of the Proxy Statement for more information.

If your shares of CoreLogic Common Stock are held in street name and you do not instruct your broker, bank or other nominee how to vote your shares, then, because the Special Meeting Proposals are “non-routine matters,” your broker, bank or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of CoreLogic Common Stock are held in street name, your broker, bank or other nominee has enclosed a voting instruction form with this Proxy Statement. We encourage you to authorize your broker, bank or other nominee to vote your shares “FOR” both of the Special Meeting Proposals by following the instructions provided on the voting instruction form.

YOUR VOTE IS VERY IMPORTANT. In light of the reported continuing delays in the postal system, we encourage all stockholders to vote electronically. Please should submit your proxy via the internet

 

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or by telephone by following the instructions on the enclosed proxy card. If you do not have access to a touch-tone phone or the Internet, you may alternatively vote by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided—even if you plan to attend the Special Meeting. If you properly and timely submit your proxy, the individuals named as your proxy holders will vote your shares as you have directed.

All shares entitled to vote and represented by properly submitted proxies (including those submitted via the internet, by telephone and by mail) received before the polls are closed at the Special Meeting, and not revoked or superseded, will be voted at the Special Meeting in accordance with the instructions indicated on those proxies. If no direction is indicated on a proxy card, such shares will be voted by the proxy holders named on the enclosed proxy card according to the recommendation of CoreLogic’s board of directors (the “Board”) “FOR” both of the Special Meeting Proposals.

Parties Involved in the Merger (page [])

CoreLogic, Inc.

As a leading provider of property insights and solutions, CoreLogic promotes a healthy housing market and thriving communities. Through its enhanced property data solutions, services and technologies, CoreLogic enables real estate professionals, financial institutions, insurance carriers, government agencies and other housing market participants to help millions of people find, buy and protect their homes.

CoreLogic Common Stock is currently listed on the New York Stock Exchange (the “NYSE”) under the symbol “CLGX.”

Celestial-Saturn Parent Inc.

Parent is a Delaware corporation, formed on February 3, 2021 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Merger, and the related financing transactions. Parent has not conducted any business operations except in furtherance of this purpose and activities incident to its formation.

Celestial-Saturn Merger Sub Inc.

Acquisition Sub is a Delaware corporation and a wholly-owned subsidiary of Parent, formed on February 3, 2021 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Merger, and the related financing transactions. Acquisition Sub has not conducted any business operations except in furtherance of this purpose and activities incident to its formation. Upon the consummation of the Merger, Acquisition Sub will cease to exist.

Parent and Acquisition Sub are each affiliated with (i) Insight Partners XI, L.P., Insight Partners (Delaware) XI, L.P., Insight Partners (Cayman) XI, L.P., Insight Partners XI (Co-Investors), L.P., Insight Partners XI (Co-Investors) (B), L.P. and Insight Partners (EU) XI, S.C.Sp. (the “Insight Funds”) and (ii) Trident VIII, L.P., Trident VIII Parallel Fund, L.P., Trident VIII DE Parallel Fund, L.P. and Trident VIII Professionals Fund, L.P. (the “Stone Point Funds”). Parent, Acquisition Sub and the Insight Funds are each affiliated with Insight Partners, a leading global venture capital and private equity firm focusing on high-growth technology and software companies. Parent, Acquisition Sub and the Stone Point Funds are each associated with Stone Point Capital LLC (“Stone Point”), a leading private equity firm, investing in businesses within the global financial services industry. At the time at which the Merger will become effective (the “Effective Time”), the Surviving Corporation (as defined below) will be indirectly owned by the Insight Funds, the Stone Point Funds and certain of their respective affiliates.

In connection with the transactions contemplated by the Merger Agreement, (1) the Insight Funds have provided Parent with an equity commitment of $1,000,000,000 (the “Insight Equity Financing”), (2) the Stone

 

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Point Funds have provided Parent with an equity commitment of $1,500,000,000 (the “Stone Point Equity Financing” and, together with the Insight Equity Financing, the “Equity Financing”) and (3) Parent has obtained a debt financing commitment in an aggregate amount of $5,500,000,000 from J.P. Morgan Chase Bank, N.A (“JP Morgan”) (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Such amounts will be used to fund the aggregate purchase price required to be paid at the closing of the Merger and also to fund certain other payments, subject to the terms and conditions of the Merger Agreement. In addition, the Insight Funds and the Stone Point Funds have each agreed to guarantee the payment of certain liabilities and obligations of Parent and Acquisition Sub under the Merger Agreement, subject to an aggregate cap equal to $135,000,000, with respect to the Insight Funds, and $202,500,000, with respect to the Stone Point Funds, including any reverse termination fee payable by Parent under the Merger Agreement and amounts in respect of certain reimbursement and indemnification obligations of Parent and Acquisition Sub for certain costs, expenses or losses incurred or sustained by CoreLogic, as specified in the Merger Agreement. For more information, please see the section entitled “The Merger—Financing of the Merger” beginning on page [●] of this Proxy Statement.

Effect of the Merger (page [])

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the General Corporation Law of the State of Delaware (“DGCL”), at the Effective Time, Acquisition Sub shall be merged with and into CoreLogic, whereupon the separate existence of Acquisition Sub shall cease, and CoreLogic shall continue under the name “CoreLogic, Inc.” as the surviving corporation (the “Surviving Corporation”) and shall continue to be governed by the laws of Delaware. As a result of the Merger, the Surviving Corporation will become a wholly-owned subsidiary of Parent and CoreLogic Common Stock will no longer be publicly traded. In addition, CoreLogic Common Stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), in each case, in accordance with applicable laws, rules and regulations, and CoreLogic will no longer file periodic reports with the U.S. Securities and Exchange Commission (the “SEC”) on account of CoreLogic Common Stock. If the Merger is consummated, you will not own any shares of capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as CoreLogic and Parent may agree and specify in the certificate of merger).

Effect on CoreLogic if the Merger is Not Consummated (page [])

If the Merger Agreement is not adopted by CoreLogic stockholders or if the Merger is not consummated for any other reason, CoreLogic stockholders will not receive any payment for their shares of CoreLogic Common Stock. Instead, CoreLogic will remain an independent public company, the CoreLogic Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and we will continue to file periodic reports with the SEC on account of CoreLogic Common Stock. Under certain specified circumstances, CoreLogic may be required to pay Parent a termination fee, or, under certain other specified circumstances, CoreLogic may be entitled to receive a reverse termination fee from Parent, in each case upon the termination of the Merger Agreement, as described in the section entitled “Terms of the Merger Agreement—Termination Fees” beginning on page [●] of this Proxy Statement.

Merger Consideration (page [])

Upon the consummation of the Merger, each share of CoreLogic Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held by CoreLogic or any subsidiary of CoreLogic (including shares held as treasury stock), (ii) shares held, directly or indirectly, by Parent or Acquisition Sub, which will be cancelled and retired for no consideration, and (iii) any shares owned by stockholders who are entitled to and have properly exercised and perfected their demands for appraisal rights under Delaware law (the “Dissenting Shares”)) will be converted into the right to receive $80.00 in cash, without interest (the “Merger

 

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Consideration”). Additionally, all issued and outstanding rights issued in connection with the Rights Agreement will expire in their entirety without any payment being made in respect thereof in accordance with the Rights Agreement Amendment (each, as defined in the section entitled “Terms of the Merger Agreement—Other Covenants” beginning on page [●] of this Proxy Statement).

Recommendation of the Board and Reasons for the Merger (page [])

On February 4, 2021, the Board, after considering various factors, including those described in the section entitled “The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page [●] of this Proxy Statement, and after consultation with CoreLogic’s independent legal and financial advisors, unanimously (i) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (ii) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of CoreLogic and its stockholders and (iii) resolved to recommend that the stockholders of CoreLogic vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby and the adoption of the Merger Agreement.

The Board unanimously recommends that you vote (i) “FOR” the proposal to adopt the Merger Agreement, thereby approving the Merger, the Merger Agreement and the transactions contemplated thereby and (ii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may be payable by CoreLogic to its named executive officers in connection with the Merger and contemplated by the Merger Agreement.

Opinion of CoreLogic’s Financial Advisor (page [])

CoreLogic retained Evercore Group L.L.C. (together with its affiliates, “Evercore”) to act as its financial advisor in connection with the Board’s evaluation of strategic and financial alternatives, including the Merger. As part of this engagement, CoreLogic requested that Evercore evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of CoreLogic Common Stock. At a meeting of the Board held on February 4, 2021, Evercore rendered to the Board its opinion to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Merger Consideration of $80.00 per share to be received by the holders of CoreLogic Common Stock in the Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of Evercore, dated as of February 4, 2021, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this proxy statement and is incorporated herein by reference. CoreLogic encourages you to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Board (in its capacity as such) in connection with its evaluation of the proposed Merger. The opinion does not constitute a recommendation to the board or to any other persons in respect of the Merger, including as to how any holder of shares of Company Common Stock should vote or act in respect of the Merger. Evercore’s opinion does not address the relative merits of the merger as compared to other business or financial strategies, or business combination transactions, that might be available to the Company, nor does it address the underlying business decision of the Company to engage in the Merger.

Interests of the Directors and Executive Officers of CoreLogic in the Merger (page [])

When considering the recommendation of the Board that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that CoreLogic’s directors and executive officers may have interests in the Merger that are different from, or in addition to, your interests as a stockholder. The Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in evaluating and

 

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negotiating the Merger Agreement, in approving the Merger Agreement and the Merger and in recommending that the Merger Agreement be adopted by CoreLogic stockholders. These interests include the following:

 

   

the accelerated vesting of unvested CoreLogic time-based restricted stock units (the “Company RSUs”) and CoreLogic performance-based restricted stock units (the “Company PSUs”) granted prior to February 4, 2021, into the Merger Consideration;

 

   

the accelerated vesting of a prorated portion of unvested Company RSUs and Company PSUs granted following February 4, 2021, into the Merger Consideration;

 

   

the eligibility of each named executive officer to receive enhanced severance payments and benefits under his change in control agreement if such officer’s employment is terminated in connection with a qualifying termination of employment within six (6) months prior to or two (2) years following the consummation of the Merger;

 

   

the entitlement of a named executive officer to receive accelerated vesting of unvested supplemental executive deferred compensation plan benefits upon a qualifying termination following the consummation of the Merger;

 

   

the possibility of CoreLogic’s executive officers entering into compensatory arrangements with Parent or its affiliates prior to or following the closing of the Merger; and

 

   

continued indemnification and directors’ and officers’ liability insurance to be provided by the Surviving Corporation.

See the section entitled “The Merger—Interests of the Directors and Executive Officers of CoreLogic in the Merger” beginning on page [●] of this Proxy Statement for a more detailed description of these interests.

If the proposal to adopt the Merger Agreement is approved by CoreLogic stockholders, the shares of CoreLogic Common Stock held by CoreLogic’s directors and executive officers will be treated in the same manner as outstanding shares of CoreLogic Common Stock held by all other CoreLogic stockholders entitled to receive the Merger Consideration.

Treatment of Company Equity Awards (page [])

The Merger Agreement provides that CoreLogic’s equity awards and long-term incentive plan awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment as of the Effective Time:

Company Options

Each option to purchase shares of CoreLogic Common Stock (each, a “Company Option”), whether or not vested, that is outstanding immediately prior to the Effective Time will automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (a) the Merger Consideration over (b) the per-share exercise price for such Company Option multiplied by (ii) the total number of shares of CoreLogic Common Stock underlying such Company Option. If the exercise price per share of CoreLogic Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof.

Company RSUs

Each then-outstanding Company RSU granted prior to February 4, 2021 will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right

 

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to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of CoreLogic Common Stock underlying such Company RSU (including any shares of CoreLogic Common Stock in respect of dividend equivalent units credited thereon) multiplied by (ii) the Merger Consideration.

Company PSUs

Each then-outstanding Company PSU granted prior to February 4, 2021 will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of CoreLogic Common Stock underlying such Company PSU (including any shares of CoreLogic Common Stock in respect of dividend equivalent units credited thereon) with performance measured in accordance with the terms of the applicable governing documents (i.e., for those Company PSUs that vest based in part on the attainment of earnings per share metrics, based on the attainment of the applicable performance metrics at the greater of the target or actual level of performance, and for each other Company PSU, based on attainment of the applicable performance metrics at the target level of performance), as determined by the Board or a committee thereof after consultation with Parent prior to the Effective Time multiplied by (ii) the Merger Consideration.

Company RSUs and Company PSUs Granted After February 4, 2021

Each Company RSU and Company PSU granted after February 4, 2021 will, immediately prior to the Effective Time, vest on a prorated basis (with Company PSUs vesting at the target level of performance), with such proration equal to a fraction, the numerator of which is the number of months from January 1, 2021 to the date of closing of the Merger and the denominator of which is thirty-six, and be treated in accordance with the terms of the Merger Agreement, as described above. The portion of any equity award granted after February 4, 2021 that does not vest on a prorated basis will be forfeited without consideration.

Treatment of Company ESPP (page [])

The Merger Agreement provides that as soon as practicable following the date of the Merger Agreement, CoreLogic shall take all actions as may be required to provide that (i) the current offering period under the CoreLogic Employee Stock Purchase Plan (the “Company ESPP”) will be the final offering period and no further offering period will commence pursuant to the Company ESPP after the date hereof, and (ii) except to the extent necessary to maintain the status of the Company ESPP as an “employee stock purchase plan” within the meaning of Section 423 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), each individual participating in the final offering period as of the date of the Merger Agreement will not be permitted to (A) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the final offering period commenced or (B) make separate non-payroll contributions to the Company ESPP on or following the date of the Merger Agreement. Prior to the Effective Time, CoreLogic will take all actions that may be necessary to (x) cause the final offering period, to the extent that it would otherwise be outstanding at the Effective Time, to be terminated no later than ten (10) business days prior to the date on which the Effective Time occurs; (y) make any pro rata adjustments that may be necessary to reflect the final offering period, but otherwise treat the final offering period as a fully effective and completed offering period for all purposes pursuant to the Company ESPP; and (z) cause the exercise (as of no later than ten (10) business days prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, CoreLogic will apply the funds credited as of such date pursuant to the Company ESPP within each participant’s payroll withholding account to the purchase of whole shares of CoreLogic Common Stock in accordance with the terms of the Company ESPP, and such shares of CoreLogic Common Stock shall be entitled to the Merger Consideration. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), CoreLogic will terminate the Company ESPP.

 

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Financing of the Merger (page [])

The total amount of funds necessary to consummate the Merger and related transactions, including payment of related fees and expenses, is anticipated to be approximately $8.2 billion, which will be funded with the net proceeds of the Financing.

The Equity Financing will be on the terms and conditions set forth in the equity commitment letters (the “Equity Commitment Letters”), dated as of February 4, 2021, pursuant to which the Stone Point Funds and the Insight Funds individually provided commitments to contribute as equity capital to Parent an aggregate amount of $2.5 billion of amount in cash, in immediately available funds. Funding of the equity commitments is subject to the satisfaction of the conditions set forth in the Equity Commitment Letters.

The Debt Financing is on the terms and conditions set forth in the commitment letter, dated as of February 4, 2021 (the “Debt Commitment Letter”), from J.P. Morgan, pursuant to which JP Morgan has provided commitments in respect of (x) a first-lien term loan facility in an aggregate principal amount of $5.5 billion and (y) a first-lien revolving credit facility in an aggregate principal to be agreed. Funding of the Debt Financing is subject to the satisfaction of the conditions set forth in the Debt Commitment Letter. See the section entitled “The Merger—Financing of the Merger” beginning on page [●] of this Proxy Statement.

U.S. Federal Income Tax Consequences of the Merger (page [])

For U.S. federal income tax purposes, the receipt of cash by a U.S. Holder (as defined in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page [●] of this Proxy Statement) in exchange for such U.S. Holder’s shares of CoreLogic Common Stock pursuant to the Merger will generally result in the recognition of gain or loss in an amount measured by the difference, if any, between the cash such U.S. Holder receives in the Merger and such U.S. Holder’s adjusted tax basis in the shares of CoreLogic Common Stock surrendered in the Merger.

If you are a Non-U.S. Holder (as defined in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page [●] of this Proxy Statement), the Merger will generally not result in U.S. federal income tax to you unless you have certain connections with the United States, but may be subject to U.S. backup withholding tax unless you comply with certain certification procedures or otherwise establish a valid exemption from U.S. backup withholding taxes.

For a more complete description of the U.S. federal income tax consequences of the Merger, see the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page [●] of this Proxy Statement.

CoreLogic stockholders should consult their own tax advisors concerning the U.S. federal income tax consequences relating to the Merger in light of their particular circumstances and any consequences arising under the laws of any state, local or foreign taxing jurisdiction.

Regulatory Approvals Required for the Merger (page [])

Under the Merger Agreement, the Merger cannot be consummated until the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), has expired or been terminated and until foreign investment approvals have been obtained from the Australian Foreign Investment Review Board and New Zealand Overseas Investment Office. CoreLogic made the filings required under the HSR Act on February 18, 2021, in New Zealand on February 22, 2021 and in Australia on February 24, 2021.

Legal Proceedings Regarding the Merger (page [])

As of the date of this Proxy Statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain.

 

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Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to CoreLogic, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is that no governmental authority (i) of competent jurisdiction in any jurisdiction in which CoreLogic, Parent or any of their respective affiliates have material business operations shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger or (ii) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger if the effect of violating such law or order would impose, or would reasonably be expected to impose, criminal penalties upon Parent, Acquisition Sub or CoreLogic or any of its subsidiaries. Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame.

Restrictions on Solicitations of Other Offers (page [])

For purposes of this Proxy Statement, each of “Competing Proposal” and “Superior Proposal” is defined in the section entitled “Terms of the Merger Agreement—Restrictions on Solicitations of Other Offers” beginning on page [●] of this Proxy Statement.

In the Merger Agreement, CoreLogic agreed that, subject to certain exceptions, CoreLogic will not, and will cause its subsidiaries and its and their respective directors and officers not to, and will instruct and use its reasonable best efforts to cause its other representatives not to, directly or indirectly, (i) initiate, solicit, propose, knowingly facilitate or knowingly encourage the making of any Competing Proposal or any inquiry or proposal that constitutes or would reasonably be expected to lead to a Competing Proposal; (ii) participate or engage in negotiations or discussions with, or furnish any nonpublic information to, any person relating to a Competing Proposal or any inquiry, proposal or request that constitutes or would reasonably be expected to lead to a Competing Proposal; (iii) grant access to the properties, books, records or personnel of CoreLogic or its subsidiaries to any person relating to any Competing Proposal or any inquiry or proposal that constitutes or would reasonably be expected to lead to a Competing Proposal; (iv) grant any waiver, amendment or release of any third party under any standstill or confidentiality agreement; or (v) approve, endorse, recommend, or execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement or contract relating to a Competing Proposal or any proposal or offer that constitutes or would reasonably be expected to lead to a Competing Proposal (an “Alternative Acquisition Agreement”). However, CoreLogic may grant a waiver of any standstill or similar obligation of any third party with respect to CoreLogic or any of its subsidiaries solely to the extent to allow such third party to submit a confidential Competing Proposal to the Board if the Board determines in good faith, after consultation with outside legal counsel, that the failure to do so would be inconsistent with its fiduciary duties.

Alternative Acquisition Agreements (page [])

Except as described in the following paragraph, under the terms of the Merger Agreement, neither the Board not any committee thereof may approve or recommend, or allow CoreLogic or any of its subsidiaries to execute, approve or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement or contract relating to a Competing Proposal or any proposal or offer that constitutes or would reasonably be expected to lead to a Competing Proposal (other than a confidentiality agreement).

Under the Merger Agreement, under certain circumstances and subject to certain requirements described in the section entitled “Terms of the Merger Agreement—Alternative Acquisition Agreements” beginning on page [●] of this Proxy Statement, the Board is entitled to enter into an agreement with respect to a Competing Proposal (concurrently with the termination of the Merger Agreement and subject to the payment of a

 

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$165 million termination fee by CoreLogic) prior to obtaining the affirmative vote of a majority of the outstanding shares of CoreLogic Common Stock entitled to vote thereon (the “CoreLogic Stockholder Approval”), if CoreLogic first provides Parent with notice of the Board’s intent to do so, then, if requested by Parent, CoreLogic and its representatives negotiate with Parent and its representatives in good faith over a four business day period, and then the Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that such Competing Proposal, taking into account any changes to the terms of the Merger Agreement proposed by Parent during such negotiations, constitutes a Superior Proposal and (after consultation with its outside legal counsel and financial advisors) that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law.

Adverse Recommendation Changes (page [])

Except as described in the following paragraph, under the terms of the Merger Agreement, neither the Board nor any committee thereof may make an “Adverse Recommendation Change” (as defined in the section entitled “Terms of the Merger Agreement—Adverse Recommendation Changes” beginning on page [●] of this Proxy Statement).

Under the Merger Agreement, under certain circumstances and subject to certain requirements described in the section entitled “Terms of the Merger Agreement—Adverse Recommendation Changes” beginning on page [●] of this Proxy Statement, the Board is entitled to make an Adverse Recommendation Change prior to obtaining the CoreLogic Stockholder Approval, if the Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that a Competing Proposal constitutes a Superior Proposal and (after consultation with its outside legal counsel and financial advisors) that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law. In addition, at any time prior to obtaining the CoreLogic Stockholder Approval, in response to an Intervening Event (as defined in the section entitled “Terms of the Merger Agreement—Adverse Recommendation Changes” beginning on page [●] of this Proxy Statement), the Board may make an Adverse Recommendation Change if CoreLogic first provides Parent with notice of the Board’s intent to do so, then, if requested by Parent, CoreLogic and its representatives negotiate with Parent and its representatives in good faith over a four business day period, and then the Board determines in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to take such action, taking into account any changes to the terms of the Merger Agreement proposed by Parent during such negotiations, would reasonably be expected to be inconsistent with CoreLogic’s directors’ fiduciary duties under applicable law, subject to certain requirements described in the section entitled “Terms of the Merger Agreement—Adverse Recommendation Changes” beginning on page [●] of this Proxy Statement.

Employee Benefits (page [])

For the period commencing at the Effective Time and ending on the date that is twelve (12) months following the Effective Time occurs (the “Continuation Period”), Parent will, or will cause the Surviving Corporation or any of their respective affiliates to, provide for each “continuing employee” (as defined in the section entitled “Terms of the Merger Agreement—Employee Benefits” beginning on page [●] of this Proxy Statement) (i) at least the same base salary and base wage rate provided to such continuing employee immediately prior to Effective Time, (ii) short-term cash incentive compensation opportunities (excluding any equity or equity-based, change in control, retention, transaction or similar incentive opportunities) that are substantially comparable in the aggregate to the short-term cash incentive compensation opportunities (excluding any equity or equity-based, change in control, retention, transaction or similar incentive opportunities) provided to each such continuing employee immediately prior to the Effective Time and (iii) employee benefits (excluding equity or equity-based, defined benefit pension, severance, change in control, retention and nonqualified deferred compensation and retiree or post-termination health or welfare benefits) that are substantially comparable in the aggregate (including with respect to the proportion of employee cost) to such employee benefits (excluding equity or equity-based, defined benefit pension, nonqualified deferred compensation and retiree or post-

 

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termination welfare benefits or compensation) provided to such continuing employee immediately prior to the Effective Time. In addition, each continuing employee whose employment is terminated during the Continuation Period will receive severance payments and benefits that are no less favorable than the severance payments and benefits that such continuing employee would have been eligible to receive upon a termination of employment under any applicable CoreLogic severance plan, policy, practice or arrangement in accordance with the terms of such arrangements or, if greater, the severance payments and benefits that are provided to similarly situated employees of Parent and its subsidiaries at the time of such termination.

Efforts to Close the Merger (page [])

CoreLogic, Parent and Acquisition Sub have agreed to use their respective reasonable best efforts to consummate and make effective the transactions contemplated by the Merger Agreement and to cause the conditions to the Merger to be satisfied as expeditiously as practicable. In furtherance thereof, Parent and Acquisition Sub have agreed that (i) none of Parent, Acquisition Sub or CoreLogic or their respective affiliates shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any governmental authority not to consummate the transactions contemplated by the Merger Agreement, except with the prior written consent of the other parties and (ii) Parent and Acquisition Sub agree to take promptly any and all steps necessary or reasonably advisable or as may be required by any governmental authority to avoid or eliminate each and every impediment and obtain all consents under any antitrust laws that may be required by any governmental authority so as to enable the parties to consummate the Merger as expeditiously as possible, including committing to and effecting, by consent decree, hold separate order, trust or otherwise, (a) selling, divesting, licensing or otherwise disposing of, or holding separate and agreeing to sell, divest, license or otherwise dispose of, any assets of CoreLogic or its subsidiaries or of Parent or Acquisition Sub, (b) terminating, amending or assigning existing relationships and contractual rights and obligations of CoreLogic or its subsidiaries or of Parent or Acquisition Sub, (c) requiring Parent or Acquisition Sub or CoreLogic or its subsidiaries, to grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship with, any third party and (d) imposing limitations on Parent or Acquisition Sub or CoreLogic or its subsidiaries, with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets so long as any such action contemplated by clause (ii) above is conditioned upon the consummation of the transactions contemplated by the Merger Agreement.

Conditions to the Closing of the Merger (page [])

The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent not prohibited by law) waiver by CoreLogic, Parent and Acquisition Sub at or prior to the Effective Time of the following conditions:

 

   

the CoreLogic Stockholder Approval having been obtained;

 

   

no governmental authority (i) of competent jurisdiction in any jurisdiction in which CoreLogic, Parent or any of their respective affiliates have material business operations shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger or (ii) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger if the effect of violating such law or order would impose, or would reasonably be expected to impose, criminal penalties upon Parent, Acquisition Sub or CoreLogic or any of its subsidiaries; and

 

   

any waiting period (or any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated or early termination thereof shall have been granted, and the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the foreign investment laws of Australia and New Zealand shall have expired, been terminated or clearance

 

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decisions shall have been obtained, and there shall not be in effect any voluntary agreement with a governmental authority not to consummate the Merger.

The obligations of Parent and Acquisition Sub to consummate the Merger are also subject to the satisfaction or (to the extent not prohibited by law) waiver by Parent at or prior to the Effective Time of the following conditions:

 

   

each of the representations and warranties of CoreLogic contained in the Merger Agreement, without giving effect to any materiality or Company Material Adverse Effect (as defined in the section entitled “Terms of the Merger Agreement—Representations and Warranties” beginning on page [●] of this Proxy Statement) or similar qualifications therein, shall be true and correct as of the date of the closing of the Merger (the “Closing Date”), except for such failures to be true and correct as would not, individually or in the aggregate, have a Company Material Adverse Effect (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); provided, however, that the representations and warranties:

 

   

regarding CoreLogic’s organization and qualification, subsidiaries, authority relative to the Merger Agreement, the absence of any undisclosed brokers fees, the inapplicability to the Merger Agreement of the provisions of any “fair price,” “moratorium,” “control share acquisition” or any other takeover or anti-takeover statute or similar federal or state law and CoreLogic’s entry into the Rights Agreement Amendment, without giving effect to any “materiality” or “Company Material Adverse Effect” or similar qualifications therein, shall be required to be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only);

 

   

regarding CoreLogic’s capital structure shall be required to be true and correct in all respects as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) other than for de minimis errors;

 

   

regarding the absence of a Company Material Adverse Effect since January 1, 2020 shall be required to be true and correct in all respects as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only);

 

   

from the date of the Merger Agreement until the Closing Date, no Company Material Adverse Effect (as defined in the section entitled “Terms of the Merger Agreement—Representations and Warranties” beginning on page [●] of this Proxy Statement) shall have occurred;

 

   

CoreLogic shall have performed or complied in all material respects with its obligations required under the Merger Agreement to be performed or complied with on or prior to the Closing Date; and

 

   

CoreLogic shall have delivered a certificate to Parent, dated as of the Closing Date and duly executed by a senior executive officer (or similar authorized person) of CoreLogic, certifying to the effect that the foregoing conditions to the obligations of Parent and Acquisition Sub to consummate the Merger have been satisfied.

The obligations of CoreLogic to effect the Merger are also subject to the satisfaction or waiver by CoreLogic of the following conditions:

 

   

each of the representations and warranties of Parent and Acquisition Sub contained in the Merger Agreement, without giving effect to any materiality or “Parent Material Adverse Effect” or similar qualifications therein, shall be true and correct as of the Closing Date, except for such failures to be true and correct as would not have a Parent Material Adverse Effect (except to the extent such

 

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representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only);

 

   

Parent and Acquisition Sub shall have performed or complied in all material respects with their respective obligations required under the Merger Agreement to be performed or complied with on or prior to the Closing Date; and

 

   

Parent shall have delivered a certificate to CoreLogic, dated as of the Closing Date and duly executed by a senior executive officer of Parent, certifying to the effect that the foregoing conditions to the obligations of CoreLogic to effect the Merger have been satisfied.

Termination of the Merger Agreement (page [])

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the CoreLogic Stockholder Approval:

 

   

by mutual written consent of each of Parent and CoreLogic;

 

   

by either Parent or CoreLogic, if:

 

   

the Merger shall not have been consummated on or before 5:00 p.m. (New York City time) on August 9, 2021 (the “Termination Date”); provided, however, that the right to terminate the Merger Agreement pursuant to this provision shall not be available to any party if the failure of such party, and, in the case of Parent, including the failure of Acquisition Sub to perform or comply with any of its obligations under the Merger Agreement has been the principal cause of or resulted in the failure of the closing of the Merger to have occurred on or before such date;

 

   

prior to the Effective Time, any governmental authority (i) of competent jurisdiction in any jurisdiction in which CoreLogic, Parent or any of their respective affiliates have material business operations shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger or (ii) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger if the effect of violating such law or order would impose, or would reasonably be expected to impose, criminal penalties upon Parent, Acquisition Sub, CoreLogic or any of its subsidiaries, and such law or order or other action, in each case, shall have become final and non-appealable; provided, however, that the right to terminate the Merger Agreement under this provision shall not be available to a party if the issuance of such law or order or taking of such action was primarily due to the failure of such party, and, in the case of Parent, including the failure of Acquisition Sub to perform any of its obligations under the Merger Agreement; or

 

   

the CoreLogic Stockholder Approval shall not have been obtained at the Stockholders’ Meeting duly convened therefor or at any adjournment or postponement thereof at which the Merger Agreement and the transactions contemplated thereby have been voted upon;

 

   

by CoreLogic if:

 

   

Parent or Acquisition Sub shall have breached or failed to perform any of their respective representations, warranties, covenants or other agreements set forth in the Merger Agreement, which breach or failure to perform (i) would give rise to the failure of any conditions to the obligations of CoreLogic to effect the Merger and (ii) is not capable of being cured, or is not cured, by Parent or Acquisition Sub on or before the earlier of (a) the Termination Date and (b) the date that is thirty (30) calendar days following CoreLogic’s delivery of written notice to Parent or Acquisition Sub, as applicable, of such breach;

 

   

prior to receipt of the CoreLogic Stockholder Approval, the Board shall have authorized CoreLogic to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal;

 

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provided that (i) substantially concurrently with such termination, CoreLogic enters into the Alternative Acquisition Agreement with respect to such Superior Proposal and (ii) prior to or substantially concurrently with such termination, CoreLogic pays (or causes to be paid) a termination fee to (or at the direction of) Parent; or

 

   

(i) all of the conditions to Parent’s and Acquisition Sub’s obligations to consummate the Merger have been satisfied (other than those conditions that by their terms are to be satisfied at the closing of the Merger; provided that such actions would then be capable of being satisfied), (ii) Parent has failed to consummate the Merger by the time the closing of the Merger should have occurred as a result of the failure of the debt financing to be funded, (iii) CoreLogic has notified Parent in writing that the conditions to the Merger have been satisfied or, with respect to CoreLogic’s conditions, waived (to the extent such waiver is permitted under applicable law) and that it is prepared to consummate the Merger and (iv) Parent has failed to consummate the Merger within three (3) business days of the later of the date on which closing of the Merger was required to occur or the delivery of CoreLogic’s notice of termination; or

 

   

by Parent if:

 

   

CoreLogic shall have breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement, which breach or failure to perform (i) would give rise to the failure of any conditions to the obligations of Parent and Acquisition Sub to effect the Merger and (ii) is not capable of being cured, or is not cured, by CoreLogic on or before the earlier of (a) the Termination Date and (b) the date that is thirty (30) calendar days following Parent’s delivery of written notice to CoreLogic of such breach; or

 

   

the Board shall have made an Adverse Recommendation Change, provided that Parent’s right to terminate the Merger Agreement under this provision shall expire upon the CoreLogic Stockholder Approval having been obtained.

Termination Fees (page [])

If the Merger Agreement is terminated in specified circumstances, the terminating party may be required to pay a termination fee.

Parent would be entitled to receive a termination fee of $165 million from CoreLogic if:

 

   

(i) a third party shall have made to CoreLogic or directly to CoreLogic’s stockholders a Competing Proposal, or any Competing Proposal shall have been publicly made or disclosed, after the date of the Merger Agreement, (ii) the Merger Agreement is subsequently terminated by (a) CoreLogic or Parent because CoreLogic stockholders have failed to adopt the Merger Agreement or (b) Parent as a result of a knowing and intentional breach of any covenant or agreement under the Merger Agreement by CoreLogic, which breach would give rise to the failure of any conditions to the obligations of CoreLogic to effect the Merger, and any such Competing Proposal had not been withdrawn at least five (5) business days prior to the event giving rise to the termination of the Merger Agreement, and (iii) within twelve (12) months of such termination of the Merger Agreement, CoreLogic consummates a transaction involving a Competing Proposal or enters into an Alternative Acquisition Agreement providing for the consummation of a Competing Proposal (which is subsequently consummated);

 

   

the Merger Agreement is terminated by CoreLogic to enter into a definitive agreement with respect to a Superior Proposal; or

 

   

the Merger Agreement is terminated by Parent because CoreLogic has made an Adverse Recommendation Change.

CoreLogic would be entitled to receive a reverse termination fee of $330 million from Parent in the event the Merger Agreement is terminated (i) by CoreLogic because of the breach of any covenant or agreement under

 

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the Merger Agreement by Parent or Acquisition Sub, which breach would give rise to the failure of any conditions to the obligations of CoreLogic to effect the Merger, (ii) by CoreLogic because Parent failed to consummate the Merger by the time the closing of the Merger should have occurred, and CoreLogic has given Parent written notice at least three (3) business days prior to such termination stating CoreLogic’s intention to terminate the Merger Agreement or (iii) by CoreLogic or Parent if the Merger is not consummated on or before 5:00 p.m. (New York City time) on August 9, 2021 and, at the time of such termination, CoreLogic would have been entitled to terminate the Merger Agreement pursuant to (i) or (ii) above.

Enforcement Expenses (page [])

If CoreLogic or Parent fails to pay the termination fee or reverse termination fee, respectively, and in order to obtain such payment, Parent or CoreLogic, as applicable, commences a suit that results in a judgment against the other party for the payment of such fee, such paying party shall pay the other party its costs and expenses in connection with such suit. However, neither such payment shall exceed $7.5 million.

Specific Performance (page [])

Parent, Acquisition Sub and CoreLogic are entitled to specific performance to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement (including failing to take such actions as are required of it thereunder to consummate the Merger Agreement) in addition to any other remedy to which they are entitled at law or in equity. CoreLogic is entitled to obtain specific performance or other equitable relief to cause Parent to effect the closing of the Merger if and only if (i) the conditions to the obligations of Parent and Acquisition Sub to consummate the Merger (other than conditions to be satisfied at the closing of the Merger, each of which is capable of being satisfied at the closing of the Merger) have been satisfied at the time when the closing of the Merger would have occurred but for the failure of the Equity Financing to be funded, (ii) Parent fails to consummate the closing of the Merger on the date on which the Closing Date is required to have occurred, (iii) the financing provided for by the Debt Commitment Letter or alternative financing has been funded in accordance with its terms or will be funded at the closing of the Merger in accordance with its terms if the Equity Financing is funded at the closing of the Merger, (iv) CoreLogic is ready, willing and able to consummate the closing of the merger and CoreLogic has irrevocably confirmed in a written notice that if specific performance is granted and the Equity Financing and Debt Financing or alternative financing are funded, then the closing of the Merger will occur and (v) Parent does not consummate the closing of the Merger within three (3) business days after delivery of the written notice specified in clause (iv) above.

Market Prices and Dividend Data (page [])

CoreLogic Common Stock is listed on the NYSE under the symbol “CLGX.” The closing price of CoreLogic Common Stock on February 3, 2021, the last full trading day prior to the Board’s approval of the Merger Agreement, was $80.78. On [●], 2021, the latest practicable trading day before the date of this Proxy Statement, the closing price of CoreLogic Common Stock was $[●] per share.

Under the terms of the Merger Agreement, between the date of the Merger Agreement and the earlier of the Effective Time or the termination of the Merger, neither CoreLogic nor any of its subsidiaries may, with the exception of the quarterly cash dividend of $0.33 per share of CoreLogic Common Stock, which CoreLogic will pay on March 15, 2021, authorize, declare, pay or make any dividends or other distributions without the prior written consent of Parent.

Appraisal Rights (page [])

If the Merger is adopted by CoreLogic stockholders, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly exercise and perfect his, her or its demand for appraisal rights under 262 of the DGCL shall not be converted into the Merger Consideration, but the holders of such Dissenting Shares

 

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shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL. This means that CoreLogic stockholders will be entitled to have their shares of CoreLogic Common Stock appraised by the Court of Chancery of the State of Delaware (the “Court of Chancery”) and to receive payment in cash of the “fair value” of the shares of CoreLogic Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest based to be paid upon the amount determined to be fair value, if any, as determined by the Court of Chancery. CoreLogic stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must, among other things, submit a written demand for appraisal to CoreLogic before the vote is taken on the adoption of the Merger Agreement, you must not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement and you must continue to hold the shares of CoreLogic Common Stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this Proxy Statement in the section entitled “Appraisal Rights” beginning on page [●] of this Proxy Statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex C to this Proxy Statement. If you hold your shares of CoreLogic Common Stock through the Fidelity 401(k) Plan or a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or other nominee.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

 

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QUESTIONS AND ANSWERS

The following questions and answers are intended to address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a CoreLogic stockholder. You are encouraged to read carefully the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page [●] of this Proxy Statement.

 

  Q:

Why am I receiving these materials?

 

  A:

On February 4, 2021, CoreLogic entered into the Merger Agreement providing for the Merger of Acquisition Sub with and into CoreLogic, with CoreLogic surviving the Merger as a wholly-owned subsidiary of Parent. The Board is furnishing this Proxy Statement and form of proxy card to the holders of CoreLogic Common Stock in connection with the solicitation of proxies in favor of the proposal to adopt the Merger Agreement and to approve the other proposal to be voted on at the Special Meeting or any adjournment or postponement thereof. This Proxy Statement includes information that we are required to provide to you under the SEC rules and is designed to assist you in voting on the matters presented at the Special Meeting. CoreLogic stockholders of record as of the close of business on [●], 2021 may attend the Special Meeting and are entitled and requested to vote on the Special Meeting Proposals.

 

  Q:

When and where is the Special Meeting?

 

  A:

The Special Meeting will take place on [●], [●], 2021, at [●] [a.m.] / [p.m.], Pacific Time. Due to public health concerns surrounding COVID-19 and to prioritize the health and well-being of CoreLogic’s employees, stockholders and other community members, CoreLogic will hold the Special Meeting in a virtual meeting format only on the virtual meeting website. You will not be able to attend the Special Meeting physically in person.

 

  Q:

What is the proposed Merger and what effects will it have on CoreLogic?

 

  A:

The proposed Merger is the acquisition of CoreLogic by Parent through the Merger of Acquisition Sub with and into CoreLogic pursuant to the Merger Agreement. If the proposal to adopt the Merger Agreement is approved by the requisite number of shares of CoreLogic Common Stock, and the other closing conditions under the Merger Agreement have been satisfied or waived, Acquisition Sub will merge with and into CoreLogic, with CoreLogic continuing as the Surviving Corporation. As a result of the Merger, CoreLogic will become a wholly-owned subsidiary of Parent and you will no longer own shares of CoreLogic Common Stock. CoreLogic expects to delist its common stock from the NYSE and de-register its common stock under the Exchange Act as soon as practicable after the Effective Time. Thereafter, CoreLogic would no longer be a publicly traded company, and CoreLogic will no longer file periodic reports with the SEC on account of CoreLogic Common Stock.

 

  Q:

What will I receive if the Merger is consummated?

 

  A:

Upon the consummation of the Merger, you will be entitled to receive the Merger Consideration of $80.00 in cash, without interest and less any applicable withholding taxes, for each share of CoreLogic Common Stock that you own, unless you have properly exercised and perfected your demand for appraisal rights under the DGCL with respect to such shares. For example, if you own one hundred (100) shares of CoreLogic Common Stock, you will be entitled to receive $8,000.00 in cash, without interest and less any applicable withholding taxes, in exchange for your one hundred (100) shares of CoreLogic Common Stock. In either case, your shares will be canceled and you will not own nor be entitled to acquire shares in the Surviving Corporation or Parent.

 

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  Q:

Who is entitled to vote at the Special Meeting?

 

  A:

Only stockholders of record as of the close of business on [●], 2021 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. If your shares of CoreLogic Common Stock are held in street name and you do not instruct your broker, bank or other nominee how to vote your shares, then, because both of the Special Meeting Proposals are “non-routine matters,” your broker, bank or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. Instructions on how to vote shares held in street name are described under the question “How may I vote?” below.

 

  Q:

How may I vote?

 

  A:

For CoreLogic stockholders of record: If you are eligible to vote at the Special Meeting and are a stockholder of record, you may cast your shares in any of four (4) ways:

 

   

by voting over the internet using the website indicated on the enclosed proxy card;

 

   

by telephone using the toll-free number on the enclosed proxy card;

 

   

by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided; or

 

   

by attending the Special Meeting in a virtual format and voting by virtual ballot.

For holders in street name: If your shares of CoreLogic Common Stock are held in street name and you do not instruct your broker, bank or other nominee how to vote your shares, then, because both of the Special Meeting Proposals are “non-routine matters,” your broker, bank or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of CoreLogic Common Stock are held in street name, your broker, bank or other nominee has enclosed a voting instruction form with this Proxy Statement. We encourage you to authorize your broker, bank or other nominee to vote your shares “FOR” both of the Special Meeting Proposals by following the instructions provided on the voting instruction form.

If you submit your proxy by internet, telephone or mail, and you do not subsequently revoke your proxy, your shares of CoreLogic Common Stock will be voted in accordance with your instructions.

Even if you plan to attend the Special Meeting and vote by ballot, you are encouraged to vote your shares of CoreLogic Common Stock by proxy. If you are a stockholder of record or if you obtain a valid legal proxy to vote shares which you beneficially own and wish to change your vote, you may still vote your shares of CoreLogic Common Stock by ballot at the Special Meeting even if you have previously voted by proxy. If you attend the Special Meeting in a virtual format and vote by virtual ballot, your previous vote by proxy will not be counted.

 

  Q:

How many votes do I have?

 

  A:

Each holder of CoreLogic Common Stock is entitled to cast one vote on each matter properly brought before the Special Meeting for each share of CoreLogic Common Stock that such holder owned as of the Record Date.

 

  Q:

May I attend the Special Meeting and vote in person?

 

  A:

Due to public health concerns surrounding COVID-19 and to prioritize the health and well-being of CoreLogic’s employees, stockholders and other community members, CoreLogic will hold the Special Meeting in a virtual meeting format only on the virtual meeting website. You will not be able to attend the Special Meeting physically in person.

Stockholders must register in advance to participate in the Special Meeting remotely, following the procedures outlined in the section “The Special Meeting” beginning on page [●] of this Proxy

 

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Statement. Requests for registration to participate in the Special Meeting remotely must be received no later than [●] a.m., Pacific Standard Time, on [●], 2021. Once admitted to the Special Meeting, stockholders may vote their shares and view a list of stockholders by following the instructions available on the meeting website.

After registering to participate in the Special Meeting remotely, stockholders will receive an email prior to the meeting with a link and instructions for entering the Special Meeting. Stockholders may vote following the procedures outlined in the section “The Special Meeting” beginning on page [●] of this Proxy Statement.

In any case, we recommend that you submit your proxy via the internet or by telephone by following the instructions on the enclosed proxy card, or by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided—even if you plan to attend the Special Meeting in a virtual format. In light of the reported continuing delays in the postal system, we encourage all stockholders to vote electronically. If you properly and timely submit your proxy, the individuals named as your proxy holders will vote your shares as you have directed. If you attend the Special Meeting in a virtual format and vote by virtual ballot, your vote by virtual ballot will revoke any proxy previously submitted. If you hold your shares in street name, because you are not the stockholder of record, you may not vote your shares by virtual ballot at the Special Meeting in a virtual format unless you request and obtain a valid legal proxy from your bank, broker, bank or other nominee.

Please note that participants in our 401(k) Plan may not vote their plan shares by ballot at the Special Meeting and in order to vote their shares, must provide voting instructions to Fidelity by [●], 2021 at 11:59 p.m., Eastern Time. See “How are my shares in CoreLogic’s 401(k) Plan voted?” in this section of the Proxy Statement for more information.

 

  Q:

How are my shares in CoreLogic’s 401(k) Plan voted?

 

  A:

For those stockholders who hold shares pursuant to the 401(k) Plan, Fidelity acts as trustee for shares held in the 401(k) Plan. The governing documents of the 401(k) Plan require Fidelity, as trustee, to vote the shares as directed by the plan participants for whose benefit the shares are held. Fidelity will use an independent third party to tabulate the voting directions of all participants who provide such directions to Fidelity. Neither the tabulator nor Fidelity will provide the individual participant voting directions to CoreLogic, unless otherwise required by law. Shares of CoreLogic Common Stock for which no direction is received by Fidelity from the participants by [●], 2021 at 11:59 p.m., Eastern Time, and any unallocated shares of CoreLogic Common Stock, will be voted in the same proportion as are the shares for which directions are received by that time.

 

  Q:

What matters will be voted on at the Special Meeting?

 

  A:

You are being asked to consider and vote on the following proposals:

 

   

to adopt the Merger Agreement; and

 

   

approve, by non-binding, advisory vote, compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger.

 

  Q:

How does the Merger Consideration compare to the market price of CoreLogic Common Stock prior to the announcement of the Merger?

 

  A:

The Merger Consideration of $80.00 per share represents a premium of:

 

   

approximately 51% over the closing stock price on June 25, 2020, the last trading day prior to the announcement of the $65.00 per share unsolicited proposal from Senator Investment Group LP (“Senator”) and Cannae Holdings, Inc. (“Cannae”);

 

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approximately 38% over the after-market stock price on June 25, 2020, following CoreLogic’s release of increased Q2 guidance and prior to the unsolicited proposal from Senator and Cannae on June 26, 2020;

 

   

approximately 60% over the volume weighted average stock price of shares of CoreLogic common stock during the one month period ended June 25, 2020, the last trading day prior to the announcement of the unsolicited proposal from Senator and Cannae;

 

   

approximately 21% over the final $66.00 per share unsolicited proposal from Senator and Cannae; and

 

   

approximately 17% over the closing stock price on October 27, 2020, the last trading day prior to CoreLogic’s confirmation that it was engaging with potential bidders in a strategic review process with potential bids of over $80 per share.

 

  Q:

Will CoreLogic pay a quarterly dividend before the closing of the Merger?

 

  A:

Yes. Under the terms of the Merger Agreement, between the date of the Merger Agreement and the earlier of the Effective Time or the termination of the Merger, neither CoreLogic nor any of its subsidiaries may authorize, declare, pay or make any dividends or other distributions without the prior written consent of Parent. However, on January 29, 2021, prior to the execution of the Merger Agreement, the Board declared a quarterly cash dividend of $0.33 per share of CoreLogic Common Stock, which the CoreLogic will pay on March 15, 2021 to stockholders of record on the close of business on March 1, 2021. See the section entitled “Terms of the Merger Agreement—Conduct of Business Pending the Merger” beginning on page [●] of this Proxy Statement.

 

  Q:

What do I need to do now?

 

  A:

CoreLogic encourages you to read the accompanying Proxy Statement, including all documents incorporated by reference into the accompanying Proxy Statement, and its annexes carefully and in their entirety. Then as promptly as possible, follow the instructions on the enclosed proxy card to submit your proxy electronically over the internet or by telephone, so that your shares can be voted at the Special Meeting. In light of the reported continuing delays in the postal system, we encourage all stockholders to vote electronically. Alternatively, if you do not have access to a touch-tone phone or the Internet, you may sign, date and return the enclosed proxy card in the postage-paid envelope provided. If your shares of CoreLogic Common Stock are held in street name, your broker, bank or other nominee has enclosed a voting instruction form with this Proxy Statement. Please do not send your stock certificate(s) with your proxy card. See “How may I vote?” in this section of the Proxy Statement for more information.

 

  Q:

How does the Board recommend that I vote?

 

  A:

On February 4, 2021, the Board, after considering various factors, including those described the section entitled The Merger—Recommendation of the Board and Reasons for the Merger” beginning on page [●] of this Proxy Statement, and after consultation with CoreLogic’s independent legal and financial advisors, unanimously (i) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (ii) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of CoreLogic and its stockholders and (iii) resolved to recommend that the stockholders of CoreLogic vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby and the adoption of the Merger Agreement.

The Board unanimously recommends that you vote “FOR” the proposal to approve the adoption of the Merger Agreement, and the transactions contemplated by the Merger Agreement, include in the

 

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Merger; by means of a non-binding, advisory vote and “FOR” the proposal to approve compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger.

 

  Q:

Should I send in my stock certificate(s) now?

 

  A:

No. If you are a record holder, after the Merger is consummated, under the terms of the Merger Agreement, you will receive a letter of transmittal instructing you to send your stock certificate(s) to the paying agent in order to receive the cash payment of the Merger Consideration for each share of CoreLogic Common Stock represented by such stock certificate(s). You should use the letter of transmittal to exchange your stock certificates for the Merger Consideration to which you are entitled upon the consummation of the Merger. If you hold your shares in “street name,” please contact your broker, bank, Fidelity 401(k) Plan trustee or other nominee for instructions as to how to effect the surrender of your shares of CoreLogic Common Stock in exchange for the Merger Consideration in accordance with the terms of the Merger Agreement. Please do not send in your stock certificates now.

 

  Q:

If I do not know where my stock certificates are, how will I get the Merger Consideration for my shares of CoreLogic Common Stock?

 

  A:

If the Merger is consummated, the transmittal materials you will receive after the closing of the Merger will include the procedures that you must follow if you cannot locate your stock certificate(s). This will include an affidavit that you will need to sign attesting to the loss of your stock certificates. You may also be required to post a bond as indemnity against any potential loss.

 

  Q:

What happens if the Merger is not consummated?

 

  A:

If the Merger Agreement is not adopted by CoreLogic stockholders or if the Merger is not consummated for any other reason, CoreLogic stockholders will not receive any payment for their shares of CoreLogic Common Stock. Instead, CoreLogic will remain an independent public company, CoreLogic Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and we will continue to file periodic reports with the SEC on account of CoreLogic Common Stock.

Under certain specified circumstances, CoreLogic may be required to pay Parent a termination fee, or under certain other specified circumstances, CoreLogic may be entitled to receive a reverse termination fee from Parent, upon the termination of the Merger Agreement, as described in the sections entitled “Terms of the Merger Agreement—Termination Fees” beginning on page [●] of this Proxy Statement.

 

  Q:

Do any of CoreLogic’s directors or officers have interests in the Merger that may be in addition to or differ from those of CoreLogic stockholders generally?

 

  A:

Yes. In considering the recommendation of the Board with respect to the proposal to adopt the Merger Agreement, you should be aware that CoreLogic’s directors and executive officers may have interests in the Merger different from, or in addition to, the interests of CoreLogic stockholders generally. The Board was aware of and considered these interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, in approving the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by CoreLogic stockholders. For a description of the interests of CoreLogic’s directors and executive officers in the Merger, see the section entitled “The Merger—Interests of the Directors and Executive Officers of CoreLogic in the Merger” beginning on page [●] of this Proxy Statement.

 

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  Q:

Why am I being asked to consider and vote on a proposal to approve, by non-binding, advisory vote, certain compensation arrangements for CoreLogic’s named executive officers in connection with the merger?

 

  A:

Under SEC rules, we are required to seek a non-binding, advisory vote with respect to the compensation that may be paid or become payable to our named executive officers that is based on or otherwise relates to the merger, commonly referred to as “golden parachute” compensation.

 

  Q:

What vote is required to approve the proposals submitted to a vote at the Special Meeting?

 

  A:

The affirmative vote of a majority of the outstanding shares of CoreLogic Common Stock entitled to vote thereon is required to adopt the Merger Agreement. The affirmative vote of the holders of a majority in voting power of the CoreLogic Common Stock entitled to vote thereon, which are present or represented by proxy, at the Special Meeting, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the proposal to approve compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger. This means that the proposal to adopt the Merger Agreement will be approved if the number of shares voted “FOR” such proposal is greater than fifty (50%) of the total number of outstanding shares of CoreLogic Common Stock entitled to vote at the Special Meeting. Abstentions will be counted as votes “AGAINST” the proposal to adopt the Merger Agreement and the proposal to approve compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger. Because both proposals presented to stockholders will be considered non-discretionary, there will not be any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

As of [●], 2021, the Record Date for determining who is entitled to vote at the Special Meeting, there were approximately [●] shares of CoreLogic Common Stock issued and outstanding. Each holder of CoreLogic Common Stock is entitled to one vote per share of CoreLogic Common Stock owned by such holder as of the Record Date.

 

  Q:

What is the difference between holding shares as a stockholder of record and as a beneficial owner?

 

  A:

If your shares are registered directly in your name with our transfer agent, EQ Shareholder Services, you are considered, with respect to those shares, to be the “stockholder of record.” In this case, this Proxy Statement and your proxy card have been sent directly to you by CoreLogic. As the stockholder of record you have the right to vote by proxy, which involves granting your voting rights directly to CoreLogic or to a third party, or to vote by ballot at the Special Meeting.

If your shares are held through a broker, bank or other nominee, or if your shares are held through the Fidelity 401(k) Plan, you are considered the beneficial owner of those shares. In that case, this Proxy Statement has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other nominee how to vote your shares. Without your voting instructions, because of the non-routine nature of the Special Meeting Proposals, your broker, bank or other nominee may not vote your shares with respect to the Special Meeting Proposals.

 

  Q:

What is a proxy?

 

  A:

A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of CoreLogic Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote

 

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  your shares of CoreLogic Common Stock is called a “proxy card.” The Board has designated Frank D. Martell and Francis Aaron Henry, and each of them, with full power of substitution, as proxies for the Special Meeting.

 

  Q:

Can I change or revoke my proxy?

 

  A:

You may change or revoke your previously submitted proxy at any time before the Special Meeting or, if you attend the Special Meeting, by voting by ballot at the Special Meeting.

If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

 

   

by re-voting at a subsequent time by internet or by telephone following the instructions on the enclosed proxy card;

 

   

by signing a new proxy card with a date later than your previously delivered proxy and submitting it following the instructions on the enclosed proxy card;

 

   

by delivering a signed revocation letter to Francis Aaron Henry, CoreLogic’s Corporate Secretary, at CoreLogic’s mailing address on the first page of this Proxy Statement before the Special Meeting, which states that you have revoked your proxy; or

 

   

by attending the Special Meeting in a virtual format and voting by virtual ballot. Attending the Special Meeting virtually will not in and of itself revoke a previously submitted proxy. You must specifically vote by virtual ballot at the virtual Special Meeting in order for your previous proxy to be revoked.

Please note that participants in our 401(k) Plan may not vote their plan shares by ballot at the Special Meeting and in order to vote their shares, must provide voting instructions to Fidelity by [●], 2021 at [●] p.m., Eastern Time. See “How are my shares in CoreLogic’s 401(k) Plan voted?” in this section of the Proxy Statement for more information.

Your latest dated proxy card, internet or telephone vote is the one that is counted.

If your shares are held in street name by a broker, bank or other nominee, you may change your voting instructions by following the instructions of your broker, bank or other nominee.

 

  Q:

If a CoreLogic stockholder gives a proxy, how will the shares be voted?

 

  A:

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way that you indicate. When completing the internet or telephone process or the proxy card, you may specify whether your shares should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” the proposal to adopt the Merger Agreement and “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger.

Shares of the CoreLogic Common Stock held in the Fidelity 401(k) Plan are voted by the Fidelity 401(k) Plan’s trustee in accordance with specific instructions given by the Fidelity 401(k) Plan participants to whose accounts such shares of the CoreLogic Common Stock have been allocated. Any shares of CoreLogic Commons Stock held in a Fidelity 401(k) Plan for which no instructions are received will be voted in the same proportion as those shares of CoreLogic Common Stock for which instructions are received.

 

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  Q:

I understand that a quorum is required in order to conduct business at the Special Meeting. What constitutes a quorum?

 

  A:

The holders of a majority in voting power of all issued and outstanding CoreLogic Common Stock entitled to vote at the Special Meeting, present or represented by proxy, constitutes a quorum for the transaction of business at the Special Meeting. As of the close of business on the Record Date, there were [●] shares of CoreLogic Common Stock issued and outstanding and entitled to vote. If you submit a properly executed proxy by internet, telephone or mail, you will be considered a part of the quorum. In addition, abstentions will be counted for purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum. As a result, [●] shares must be present or represented by proxy to have a quorum. If a quorum is not present, the holders of a majority in voting power of the CoreLogic Common Stock, present or represented by proxy, and entitled to vote thereon, or the chairman of the Special Meeting, may adjourn the Special Meeting pursuant to CoreLogic’s bylaws.

 

  Q:

How can I obtain a proxy card?

 

  A:

If you lose, misplace or otherwise need to obtain a proxy card, please follow the applicable procedure below.

For CoreLogic stockholders of record: Please call Innisfree M&A Incorporated at (877) 750-9498 (toll-free from the U.S. and Canada) or +1(412) 232-3651 (from other locations).

For holders in “street name”: Please contact your account representative at your broker, bank or other similar institution.

 

  Q:

What happens if I sell or otherwise transfer my shares of CoreLogic Common Stock after the close of business on the Record Date but before the Special Meeting?

 

  A:

The Record Date is earlier than both the date of the Special Meeting and the date the Merger is expected to be consummated. If you sell or transfer your shares of CoreLogic Common Stock after the close of business on the Record Date but before the Special Meeting, unless special arrangements (such as the provision of a proxy) are made between you and the person to whom you sell or otherwise transfer your shares and each of you notifies CoreLogic in writing of such special arrangements, you will transfer the right to receive the Merger Consideration, if the Merger is consummated, to the person to whom you sell or transfer your shares of CoreLogic Common Stock, but you will retain your right to vote these shares at the Special Meeting. Even if you sell or otherwise transfer your shares of CoreLogic Common Stock after the close of business on the Record Date, you are encouraged to complete, date, sign and return the enclosed proxy card or vote via the internet or telephone.

 

  Q:

What should I do if I receive more than one set of voting materials?

 

  A:

You may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote via the internet or telephone (or complete, date, sign and return) with respect to each proxy card and voting instruction card that you receive.

 

  Q:

What happens if I sell my shares of CoreLogic Common Stock after the Special Meeting but before the Effective Time?

 

  A:

If you transfer your shares of CoreLogic Common Stock after the Special Meeting but before the Effective Time, you will have transferred the right to receive the Merger Consideration to the person to

 

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  whom you transfer your shares of CoreLogic Common Stock. In order to receive the Merger Consideration, you must hold your shares of CoreLogic Common Stock through the Effective Time.

 

  Q:

Who will count the votes?

 

  A:

The inspector of elections appointed for the Special Meeting will tabulate votes cast by proxy or by ballot at the Special Meeting. The inspector of elections will also determine whether a quorum is present.

 

  Q:

Who will solicit votes for and bear the cost and expenses of this proxy solicitation?

 

  A:

The cost of this proxy solicitation will be borne by CoreLogic. Our directors, officers and employees may solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. We will pay these directors, officers and employees no additional compensation for these services. We will reimburse banks, brokers and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this Proxy Statement and related materials to, and obtaining instructions relating to such materials from, beneficial owners of CoreLogic Common Stock. CoreLogic has retained Innisfree M&A Incorporated (“Innisfree”) as its proxy solicitor. Innisfree will solicit proxies in person, by mail, telephone, facsimile and email, or by other electronic means. Under our agreement with Innisfree, Innisfree will receive an estimated fee not to exceed $[●] plus reimbursement of its reasonable, out-of-pocket expenses for its services. In addition, Innisfree and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

 

  Q:

Where can I find the voting results of the Special Meeting?

 

  A:

CoreLogic has retained First Coast Results, Inc. to serve as independent inspector of elections in connection with the Special Meeting. CoreLogic intends to notify stockholders of the results of the Special Meeting by issuing a press release, which it will also file with the SEC as an exhibit to a Current Report on Form 8-K.

 

  Q:

Will I be subject to U.S. federal income tax upon the exchange of CoreLogic Common Stock for cash pursuant to the Merger?

 

  A:

The exchange of CoreLogic Common Stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder (as defined in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page [●] of this Proxy Statement) who exchanges shares of CoreLogic Common Stock for cash in the Merger will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. Holder’s adjusted tax basis in such shares. If you are a Non-U.S. Holder (as defined in the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page [●] of this Proxy Statement), the Merger will generally not result in U.S. federal income tax to you unless you have certain connections with the United States but may be subject to U.S. backup withholding tax unless you comply with certain certification procedures or otherwise establish a valid exemption from U.S. backup withholding taxes.

For a more complete description of the U.S. federal income tax consequences of the Merger, see the section entitled “The Merger—U.S. Federal Income Tax Consequences of the Merger” beginning on page [●] of this Proxy Statement.

 

  Q:

What will the holders of outstanding CoreLogic equity awards receive in the Merger?

 

  A:

If the Merger is completed, each Company Option, whether or not vested, that is outstanding immediately prior to the Effective Time will automatically and without any required action on the part

 

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  of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (a) the Merger Consideration over (b) the per-share exercise price for such Company Option multiplied by (ii) the total number of shares of CoreLogic Common Stock underlying such Company Option. If the exercise price per share of CoreLogic Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof.

If the Merger is completed, each Company RSU granted prior to February 4, 2021 will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of CoreLogic Common Stock underlying such Company RSU (including any shares of CoreLogic Common Stock in respect of dividend equivalent units credited thereon) multiplied by (ii) the Merger Consideration.

If the Merger is completed, each Company PSU granted prior to February 4, 2021 will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of CoreLogic Common Stock underlying such Company PSU (including any shares of CoreLogic Common Stock in respect of dividend equivalent units credited thereon) with performance measured in accordance with the terms of the applicable governing documents (i.e., for those Company PSUs that vest based in part on the attainment of earnings per share metrics, based on the attainment of the applicable performance metrics at the greater of the target or actual level of performance, and for each other Company PSU, based on attainment of the applicable performance metrics at the target level of performance), as determined by the Board or a committee thereof after consultation with Parent prior to the Effective Time multiplied by (ii) the Merger Consideration.

If the Merger is completed, each Company RSU and Company PSU granted after February 4, 2021 will, immediately prior to the Effective Time, vest on a prorated basis (with Company PSUs vesting at the target level of performance), with such proration equal to a fraction, the numerator of which is the number of months from January 1, 2021 to Closing Date and the denominator of which is thirty-six, and be treated in accordance with the terms of the Merger Agreement, as described above. The portion of any equity award granted after February 4, 2021 that does not vest on a prorated basis will be forfeited without consideration.

For additional information regarding the treatment of CoreLogic’s outstanding equity awards, see the section entitled “Terms of the Merger Agreement—Merger Consideration—Outstanding Company Equity Awards” beginning on page [●] of this Proxy Statement.

 

  Q:

When do you expect the Merger to be consummated?

 

  A:

CoreLogic and Parent are working toward consummating the Merger as quickly as possible. Assuming the timely receipt of required regulatory approvals and satisfaction or waiver (in accordance with the terms of the Merger Agreement) of other closing conditions, including approval by CoreLogic’s stockholders of the proposal to adopt the Merger Agreement, we anticipate that the Merger will be completed in the second quarter of 2021.

 

  Q:

Are there any other risks to me from the Merger that I should consider?

 

  A:

Yes. There are risks associated with all business combinations, including the Merger. See the section entitled “Cautionary Statement On Forward-Looking Statements” beginning on page [●] of this Proxy Statement.

 

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  Q:

Am I entitled to appraisal rights under the DGCL?

 

  A:

If the Merger is adopted by CoreLogic stockholders, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly exercise and perfect his, her or its demand for appraisal rights under 262 of the DGCL shall not be converted into the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL. This means that CoreLogic stockholders are entitled to have their shares appraised by the Court of Chancery and to receive payment in cash of the “fair value” of the shares of CoreLogic Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest based to be paid upon the amount determined to be fair value, if any, as determined by the Court of Chancery. Stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process. The DGCL requirements for exercising appraisal rights are described in the section entitled “Appraisal Rights” beginning on page [●] of this Proxy Statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex [] to this Proxy Statement.

 

  Q:

What if during the check-in time or during the Special Meeting I have technical difficulties or trouble accessing the virtual meeting website?

 

  A:

If CoreLogic experiences technical difficulties during the Special Meeting (e.g., a temporary or prolonged power outage), it will determine whether the Special Meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the Special Meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, CoreLogic will promptly notify stockholders of the decision via the virtual meeting website.

Technical support will be ready to assist you with any individual technical difficulties you may have accessing the virtual meeting website. Contact information for technical support will appear on the virtual meeting login page prior to the start of the Special Meeting. You are encouraged to visit the FAQs and System Test link, located in your registration confirmation email to test your system and view the minimum system requirements for the meeting.

 

  Q:

How can I obtain more information about CoreLogic?

 

  A:

You can find more information about CoreLogic from various sources described in the section entitled “Where You Can Additional Information” beginning on page [●] of this Proxy Statement.

 

  Q:

Who can help answer my questions?

 

  A:

If you have any questions concerning the Merger, the Special Meeting or this Proxy Statement, would like additional copies of this Proxy Statement or need help voting your shares of CoreLogic Common Stock, please contact CoreLogic’s proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders May Call: (877) 750-9498 (TOLL-FREE from the U.S. and Canada)

or +1 (412) 232-3651 (from other locations)

Banks and Brokers May Call Collect: (212) 750-5833

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement, and the documents to which CoreLogic refers you in this Proxy Statement, as well as information included in oral statements or other written statements made or to be made by CoreLogic or on

 

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CoreLogic’s behalf, contain “forward-looking statements” within the meaning of the federal securities laws, including but not limited to those statements related to the Merger, including financial estimates and statements as to the expected timing, completion and effects of the Merger. Risks and uncertainties exist that may cause the results to differ materially from those set forth in these forward-looking statements. These risks and uncertainties include but are not limited to: (i) the completion of the Merger on the anticipated terms and timing, including obtaining required stockholder and regulatory approvals, and the satisfaction of other conditions to the completion of the acquisition; (ii) the ability of Stone Point Capital Partners and Insight Partners to obtain the necessary financing arrangements set forth in the commitment letters received in connection with the Merger; (iii) potential litigation relating to the Merger that could be instituted against Stone Point Capital Partners, Insight Partners, CoreLogic or their respective directors, managers or officers, including the effects of any outcomes related thereto; (iv) the risk that disruptions from the Merger will harm CoreLogic’s business, including current plans and operations; (v) the ability of CoreLogic to retain and hire key personnel; (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger; (vii) continued availability of capital and financing and rating agency actions; (viii) legislative, regulatory and economic developments; (ix) potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger that could affect CoreLogic’s financial performance; (x) certain restrictions during the pendency of the Merger that may impact CoreLogic’s ability to pursue certain business opportunities or strategic transactions; (xi) unpredictability and severity of catastrophic events, including but not limited to acts of terrorism, outbreaks of war or hostilities or the COVID-19 pandemic, as well as management’s response to any of the aforementioned factors; (xii) the possibility that the Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger, including in circumstances requiring CoreLogic to pay a termination fee; (xiv) those risks and uncertainties set forth in Part I, Item 1A of CoreLogic’s most recent Annual Report on Form 10-K and Part II, Item 1A of CoreLogic’s subsequent Quarterly Reports on Form 10-Q, as such risk factors may be amended, supplemented or superseded from time to time by other reports filed by CoreLogic with the SEC; and (xv) those risks that will be described in the proxy statement that will be filed with the SEC and available from the sources indicated below. While the list of factors presented in this Proxy Statement are considered representative, no such list should be considered a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on CoreLogic’s consolidated financial condition, results of operations, credit rating or liquidity. The forward-looking statements speak only as of the date they are made. CoreLogic does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.

All of the forward-looking statements CoreLogic makes in this Proxy Statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (i) the information contained under this heading and (ii) the information in CoreLogic’s consolidated financial statements and notes thereto included in our most recent filing on Form 10-K for the fiscal year ended December 21, 2020 and subsequent periodic and interim report filings (see the section entitled “Where You Can Find More Information” beginning on page [●] of this Proxy Statement).

Discussions of additional risks and uncertainties are contained in CoreLogic’s filings with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which reflect CoreLogic’s judgment only as of the date hereof. CoreLogic undertakes no obligation to update publicly any of these forward-looking statements to reflect new information, future events or otherwise.

 

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THE SPECIAL MEETING

Date, Time and Place of the Special Meeting

This proxy statement is being furnished to the CoreLogic stockholders as a part of the solicitation of proxies by the Board for use at the Special Meeting to be held on [●], [●], 2021, at [●][, at [●]] [a.m.] / [p.m.], Eastern Time or at any adjournment or postponement thereof. Due to public health concerns surrounding COVID-19 and to prioritize the health and well-being of CoreLogic’s employees, stockholders and others community members, CoreLogic will hold the Special Meeting in a virtual format only at www.cesonlineservices.com/clgx21_vm. You will not be able to attend the Special Meeting in person.

Purpose of the Special Meeting

At the Special Meeting, CoreLogic stockholders will be asked to consider and vote on proposals to:

 

   

adopt the Merger Agreement; and

 

   

approve, by non-binding, advisory vote, compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger.

Record Date; Shares Entitled to Vote; Quorum

Only CoreLogic stockholders of record as of the close of business on [●], 2021 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the Special Meeting will be available for inspection in CoreLogic’s headquarters located at 40 Pacifica, Irvine, California 92618, during regular business hours for a period of at least ten (10) days before the Special Meeting and at the location of the Special Meeting during the Special Meeting. To access the list during the Special Meeting, please use the virtual meeting website link set forth above.

The inspector of elections appointed for the Special Meeting will tabulate votes cast by proxy or by ballot at the Special Meeting. The inspector of elections will also determine whether a quorum is present. In order to constitute a quorum for the conduct of business at the Special Meeting, a majority of the outstanding shares of Common Stock entitled to vote at the Special Meeting must be present or represented by proxy at the Special Meeting. Shares that abstain from voting on any proposal will be treated as shares that are present and entitled to vote at the Special Meeting for purposes of determining whether a quorum is present.

With respect to shares held in street name, your broker, bank or other nominee generally has the discretionary authority to vote uninstructed shares on “routine” matters, but cannot vote such uninstructed shares on “non-routine” matters. A “broker non-vote” will occur if your broker, bank or other nominee cannot vote your shares on a particular matter because it has not received instructions from you and does not have discretionary voting authority on that matter or because your broker, bank or other nominee chooses not to vote on a matter for which it does have discretionary voting authority. Broker non-votes will not be counted for purposes of determining whether a quorum is present.

Vote Required; Abstentions and Broker Non-Votes

The affirmative vote of a majority of the outstanding shares of CoreLogic Common Stock entitled to vote thereon is required to adopt the Merger Agreement. The affirmative vote of the holders of a majority in voting power of the CoreLogic Common Stock entitled to vote there on, which are present, or represented by proxy, at the Special Meeting, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the proposal to approve compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger. This means that the proposal to adopt the Merger Agreement, and the transaction contemplated thereby, including the Merger, will be approved if the number of shares voted

 

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FOR” such proposal is greater than fifty (50%) of the total number of outstanding shares of CoreLogic Common Stock entitled to vote at the Special Meeting. Abstentions will be counted as votes “AGAINST” the proposal to adopt the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and the proposal to approve compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger. Because both proposals presented to stockholders will be considered non-discretionary, there will not be any broker non-votes at the Special Meeting. Broker non-votes will not be considered present for the purposes of establishing a quorum and will not count as votes cast at the Special Meeting, and otherwise will have no effect on a particular proposal.

Shares Held by CoreLogic’s Directors and Executive Officers

At the close of business on the Record Date, CoreLogic’s directors and executive officers beneficially owned [●] shares of CoreLogic Common Stock, which represented approximately [●]% of the shares of outstanding CoreLogic Common Stock on that date. The directors and executive officers have informed CoreLogic that they currently intend to vote all of their shares of CoreLogic Common Stock and “FOR” the adoption of the Merger Agreement, “FOR” the non-binding, advisory proposal regarding compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger.

Voting of Proxies

If your shares are registered in your name with CoreLogic’s transfer agent, EQ Shareholder Services, you may cause your shares to be voted by submitting electronically over the internet or by phone a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the internet or by telephone. In light of the reported continuing delays in the postal system, we encourage all stockholders to vote electronically. Alternatively, if you do not have access to a touch-tone phone or the Internet, you may sign, date and return the enclosed proxy card in the postage-paid envelope provided. Based on your proxy cards or internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend and desire to vote at the Special Meeting in a virtual format, you will be provided with a virtual ballot at the Special Meeting. Please note that if your shares of Common Stock are held of record by a broker, bank or other nominee, and you decide to attend and vote at the Special Meeting in a virtual format, your vote by virtual ballot at the Special Meeting will not be effective unless you present a legal proxy, issued in your name from your broker, bank or other nominee. Please also note that as mentioned above, participants in our 401(k) Plan may not vote their plan shares by ballot at the Special Meeting and in order to vote their shares, must provide voting instructions to Fidelity by [●], 2021 at [●] p.m., Eastern Time. Even if you plan to attend the Special Meeting, we encourage you to submit your proxy to vote your shares in advance of the Special Meeting.

Voting instructions are included on your enclosed proxy card. All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholders. Properly executed proxies that do not contain voting instructions will be voted “FOR” adoption of the Merger Agreement and “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger. No proxy that is specifically marked against adoption of the Merger Agreement will be voted in favor of the proposed compensation arrangements for CoreLogic’s named executive officers in connection with the Merger, unless it is specifically marked “FOR” the approval of such proposal.

If your shares of our Common Stock are held in street name and you do not instruct your broker, bank or other nominee how to vote your shares, then, because both of the Special Meeting Proposals are “non-routine matters,” your broker, bank or other nominee would not have discretionary authority to vote your shares on the Special Meeting Proposals. If your shares of our Common Stock are held in street name, your broker, bank or

 

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other nominee has enclosed a voting instruction form with this Proxy Statement. We encourage you to authorize your broker, bank or other nominee to vote your shares “FOR” both of the Special Meeting Proposals by following the instructions provided on the voting instruction form. If you do not vote via the internet or telephone through your broker, bank or other nominee or do not return your bank’s, broker’s or other nominee’s voting form, or do not attend the Special Meeting and vote with a proxy from your broker, bank or other nominee, it will be counted as a vote “AGAINST” the proposal to adopt the Merger Agreement and will not have any effect on the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger.

How you May Revoke or Change Your Vote

You may change or revoke your previously submitted proxy at any time before the Special Meeting or, if you attend the Special Meeting in a virtual format, by voting by virtual ballot at the Special Meeting. If you hold your shares as a record holder, you may change or revoke your proxy in any one of the following ways:

 

   

by re-voting at a subsequent time by internet or by telephone following the instructions on the enclosed proxy card;

 

   

by signing a new proxy card with a date later than your previously delivered proxy and submitting it following the instructions on the enclosed proxy card;

 

   

by delivering a signed revocation letter to Francis Aaron Henry, CoreLogic’s Corporate Secretary, at CoreLogic’s address above before the Special Meeting, which states that you have revoked your proxy; or

 

   

by attending the Special Meeting in a virtual format and voting by virtual ballot. Attending the Special Meeting will not in and of itself revoke a previously submitted proxy. You must specifically vote by ballot at the Special Meeting for your previous proxy to be revoked.

Please note that to be effective, your new proxy card, internet or telephonic voting instructions or written notice of revocation must be received by CoreLogic’s Secretary prior to the Special Meeting.

If your shares are held in street name by a broker, bank or other nominee, you may change your voting instructions by following the instructions of your broker, bank or other nominee. You may also vote at the Special Meeting by ballot if you register in advance to attend the Special Meeting following the procedures described below and if you provide a valid legal proxy from your broker, bank or other nominee.

Any adjournment, recess or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow CoreLogic stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting which was adjourned, recessed or postponed.

Adjournments

If a quorum is not present or if there are not sufficient votes for the approval of the merger proposal, CoreLogic expects that the Special Meeting will be adjourned by the chairman of the Special Meeting pursuant to CoreLogic’s bylaws to solicit additional proxies in accordance with the Merger Agreement. At any subsequent reconvening of the Special Meeting, all proxies will be voted in the same manner as the manner in which such proxies would have been voted at the original convening of the Special Meeting, except for any proxies that have been validly revoked or withdrawn prior to the subsequent meeting.

If the Special Meeting is adjourned, we are not required to give notice of the time and place of the adjourned meeting if announced at the Special Meeting at which the adjournment is taken, unless the adjournment is for more than thirty (30) days or the Board fixes a new record date for the Special Meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original Special Meeting.

 

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Technical Difficulties or Trouble Accessing the Virtual Meeting Website

If CoreLogic experiences technical difficulties during the Special Meeting (e.g., a temporary or prolonged power outage), it will determine whether the Special Meeting can be promptly reconvened (if the technical difficulty is temporary) or whether the Special Meeting will need to be reconvened on a later day (if the technical difficulty is more prolonged). In any such situation, CoreLogic will promptly notify stockholders of the decision via the virtual meeting website.

Technical support will be ready to assist you with any individual technical difficulties you may have accessing the virtual meeting website. Contact information for technical support will appear on the virtual meeting login page prior to the start of the Special Meeting. You are encouraged to visit the FAQs and System Test link, located in your registration confirmation email to test your system and view the minimum system requirements for the meeting.

Tabulation of Votes

All votes will be tabulated by the inspector of election appointed for the Special Meeting. The inspector of election will separately tabulate affirmative and negative votes and abstentions.

Solicitation of Proxies

The cost of this proxy solicitation will be borne by CoreLogic. Our directors, officers and employees may solicit proxies by mail, telephone, facsimile and email, or by other electronic means. We will pay these directors, officers and employees no additional compensation for these services. We will reimburse banks, brokers and other nominees for their reasonable, out-of-pocket expenses incurred in forwarding this Proxy Statement and related materials to, and obtaining instructions relating to such materials from, beneficial owners of CoreLogic Common Stock.

CoreLogic has retained Innisfree as its proxy solicitor. Innisfree will solicit proxies by mail, telephone, facsimile and email, or by other electronic means. Under our agreement with Innisfree, Innisfree will receive an estimated fee not to exceed $[●] plus reimbursement of its reasonable, out-of-pocket expenses for its services. In addition, Innisfree and certain related persons will be indemnified against certain liabilities arising out of or in connection with the engagement.

Anticipated Date of Consummation of the Merger

Assuming timely satisfaction of necessary closing conditions, including, among other things, the CoreLogic Stockholder Approval and receipt of required regulatory approvals, we currently anticipate that the Merger will be consummated in the second quarter of 2021.

Attending the Special Meeting

Stockholders must register in advance to participate in the Special Meeting remotely. Requests for registration to participate in the Special Meeting remotely must be received no later than [●] a.m., Pacific Standard Time, on [●], 2021. Stockholders may make such requests to register by following the instructions below. Once admitted to the Special Meeting, stockholders may vote their shares and view a list of stockholders by following the instructions available on the meeting website.

Registering to Participate in the Special Meeting Remotely as a Stockholder of Record

Stockholders of record as of the Record Date may register to participate in the Special Meeting remotely by visiting the website www.cesonlineservices.com/clgx21_vm. Please have your proxy card (containing your

 

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control number) available and follow the instructions to complete your registration request. You may be requested to upload a scanned copy or photo image of your proxy card to the website. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the Special Meeting. Requests to register to participate in the Special Meeting remotely must be received no later than [●] a.m., Pacific Standard Time, on [●], 2021.

Registering to Participate in the Special Meeting Remotely as a Beneficial Owner

Stockholders whose shares are held through a broker, bank or other nominee as of the Record Date may register to participate in the Special Meeting remotely by visiting the website www.cesonlineservices.com/clgx21_vm. Please have your Voting Instruction Form or other communication from your broker, bank or other nominee (containing your control number) available and follow the instructions to complete your registration request. You will be requested to upload a scanned copy or photo image of your Voting Instruction Form or other communication from your broker, bank or other nominee containing your control number. After registering, stockholders will receive a confirmation email with a link and instructions for accessing the Special Meeting. Requests to register to participate in the Special Meeting remotely must be received no later than [●] a.m., Pacific Standard Time, on [●], 2021.

Participating in the Virtual Special Meeting

After registering to participate in the Special Meeting remotely, stockholders will receive an email prior to the meeting with a link and instructions for entering the Special Meeting. Stockholders may vote following the procedures outlined below.

The virtual meeting site is supported on internet browsers and devices (e.g., desktops, laptops, tablets and smart phones) running the most updated version of applicable software and plugins. Each participant should ensure strong WiFi or other internet connection, allow plenty of time to log in and ensure that he or she can hear streaming audio prior to the start of the Special Meeting.

Voting at the Special Meeting Remotely as a Stockholder of Record

After accessing the Special Meeting as described above, stockholders of record may vote by clicking on the Stockholder Ballot link on the Special Meeting site, completing the electronic ballot, and clicking ‘Submit’ to have it sent directly to the Inspector of Election before the polls are closed at the Special Meeting.

Stockholders of record are reminded that they can vote their shares prior to the Special Meeting over the internet using the website indicated on the proxy card, by telephone using the toll-free number on the proxy card or by signing, dating and returning the proxy card in the postage-paid envelope previously provided. In light of the reported continuing delays in the postal system, we encourage shareholders to vote electronically. If you have submitted your vote by proxy in advance of the Special Meeting, you do not need to vote by ballot, unless you wish to change your vote.

Voting at the Special Meeting Remotely as a Beneficial Owner

A beneficial owner who holds shares through a broker, bank or other nominee and intends to vote at the Special Meeting must present a legal proxy, issued in its name from its broker, bank or other nominee, in order for its vote to be effective. This legal proxy must be saved as a PDF or image file format and attached with its electronic ballot, using the ‘Choose File’ button on the ballot, during the Special Meeting.

After accessing the Special Meeting as described above, beneficial owners may vote by clicking on the Stockholder Ballot link on the Special Meeting site, completing the electronic ballot, attaching their legal proxy using the ‘Choose File’ button on the ballot, and clicking ‘Submit’ to have it sent directly to the Inspector of

 

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Election before the polls are closed at the Special Meeting. The voting instruction form received by stockholders in connection with the Special Meeting is not a legal proxy.

Beneficial owners are reminded that they can instruct their brokers, banks or other nominees to vote their shares prior to the Special Meeting by following the directions on the voting instruction form to provide their instructions over the internet, by telephone or by signing, dating and returning the voting instruction form in the postage-paid envelope previously provided. In light of the reported continuing delays in the postal system, we encourage shareholders to submit their instructions to their brokers, banks or other nominees electronically. If you have submitted your instructions to your bank, broker, bank or other nominee in advance of the Special Meeting, you do not need to vote by ballot, unless you wish to change your vote. Please note that if you request a legal proxy from your bank, broker, bank or other nominee, it will automatically revoke any instructions you may have previously given to that bank, broker, bank or other nominee.

Assistance

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Innisfree, our proxy solicitor, by calling (877) 750-9498 (TOLL-FREE from the U.S. and Canada) or +1(412) 232-3651 (from other locations). Brokers, banks and other nominees may call collect at (212) 750-5833.

Rights of Stockholders Who Seek Appraisal

If the Merger is adopted by CoreLogic stockholders, stockholders who do not vote in favor of the adoption of the Merger Agreement and who properly exercise and perfect his, her or its demand for appraisal rights under 262 of the DGCL shall not be converted into the Merger Consideration, but the holders of such Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL. This means that CoreLogic stockholders will be entitled to have their shares of CoreLogic Common Stock appraised by the Court of Chancery and to receive payment in cash of the “fair value” of the shares of CoreLogic Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest based to be paid upon the amount determined to be fair value, if any, as determined by the Court of Chancery. CoreLogic stockholders who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process.

Stockholders considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than the value of the consideration they would receive pursuant to the Merger if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must, among other things, submit a written demand for appraisal to CoreLogic before the vote is taken on the adoption of the Merger Agreement, you must not submit a proxy or otherwise vote in favor of the proposal to adopt the Merger Agreement and you must continue to hold the shares of CoreLogic Common Stock of record through the Effective Time. Your failure to follow exactly the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this Proxy Statement in the section entitled “Appraisal Rights” beginning on page [●] of this Proxy Statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex C to this Proxy Statement. If you hold your shares of CoreLogic Common Stock through the Fidelity 401(k) Plan, or a broker, bank or other nominee and you wish to exercise appraisal rights, you should consult with your broker, bank or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such broker, bank or other nominee.

 

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

THE MERGER

The discussion of the Merger in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated into this Proxy Statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Additional information about CoreLogic may be found elsewhere in this Proxy Statement and in CoreLogic’s other public filings. See the section entitled “Where You Can Find Additional Information” beginning on page [●] of this Proxy Statement.

Parties Involved in the Merger

CoreLogic, Inc.

40 Pacifica

Irvine, California 92618

CoreLogic is a leading global property information, analytics, data-enabled software platforms, and services provider operating in North America, Western Europe, and Asia Pacific. CoreLogic’s vision is to deliver unique property-level insights that power the global real estate economy. CoreLogic’s mission is to empower its clients to make smarter decisions through data-driven insights.

CoreLogic provides software platforms and value-added business services that address the unique needs of the mortgage, real estate, insurance, capital, public sector, and rental property markets. The quality of CoreLogic’s software platforms and services is distinguished by a broad range of data assets and CoreLogic’s experience in aggregating, organizing, normalizing, processing, and delivering data on a large-scale basis. CoreLogic’s structured property-specific data, consisting of over 150 million parcel records, covers 99% of the U.S., includes both residential and commercial real estate data and is enriched by over 1 billion historical sales, mortgage, and pre-foreclosure transactions. CoreLogic’s consortium data covers loan level mortgage performance, appraisal, as well as mortgage application data and is in excess of 300 million records. CoreLogic is also the industry’s first parcel-based geocoder and has developed a proprietary spatial database covering more than 150 million parcel polygons across the U.S. These databases enable CoreLogic’s clients to access detailed property insights, current and historical mortgage data, involuntary property liens and encumbrances, building construction and replacement costs, consumer credit, tenancy, location intelligence, hazard, and other natural risk factors as well as mortgage risk and portfolio performance data.

CoreLogic Common Stock is currently listed on the NYSE under the symbol “CLGX.”

Celestial-Saturn Parent Inc.

c/o Stone Point Capital LLC

20 Horseneck Lane

Greenwich, CT 06830

Parent is a Delaware corporation, formed on February 3, 2021 solely for the purpose of engaging in the transactions contemplated by the Merger Agreement, including the Merger, and the related financing transactions. Parent has not conducted any business operations except in furtherance of this purpose and activities incident to its formation.

 

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Celestial-Saturn Merger Sub Inc.

c/o Stone Point Capital LLC

20 Horseneck Lane

Greenwich, CT 06830

Acquisition Sub is a Delaware corporation and a wholly-owned subsidiary of Parent, formed on February 3, 2021 solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated by the Merger Agreement, including the Merger, and the related financing transactions. Acquisition Sub has not conducted any business operations except in furtherance of this purpose and activities incident to its formation. Upon the consummation of the Merger, Acquisition Sub will cease to exist.

Parent and Acquisition Sub are each affiliated with the Insight Funds and the Stone Point Funds. Parent, Acquisition Sub and the Insight Funds are each affiliated with Insight Partners, a leading global venture capital and private equity firm focusing on high-growth technology and software companies. Parent, Acquisition Sub and the Stone Point Funds are each associated with Stone Point, a leading private equity firm, investing in businesses within the global financial services industry. At the Effective Time (as defined in the section of the proxy statement captioned—[●]), the Surviving Corporation (as defined in the section of the proxy statement captioned—[●]) will be indirectly owned by the Insight Funds, the Stone Point Funds and certain of their respective affiliates.

In connection with the transactions contemplated by the Merger Agreement, (1) the Insight Funds have provided Parent with an equity commitment of $1,000,000,000 (the “Insight Equity Financing”), (2) the Stone Point Funds have provided Parent with an equity commitment of $1,500,000,000 (the “Stone Point Equity Financing” and, together with the Insight Equity Financing, the “Equity Financing”) and (3) Parent has obtained a Debt Financing commitment in an aggregate amount of $5,500,000,000 from J.P. Morgan (the “Debt Financing” and, together with the Equity Financing, the “Financing”). Such amounts will be used to fund the aggregate purchase price required to be paid at the closing of the Merger and also to fund certain other payments, subject to the terms and conditions of the Merger Agreement. In addition, the Insight Funds and the Stone Point Funds have each agreed to guarantee the payment of certain liabilities and obligations of Parent and Acquisition Sub under the Merger Agreement, subject to an aggregate cap equal to $135,000,000, with respect to the Insight Funds, and $202,500,000, with respect to the Stone Point Funds, including any termination fee and amounts in respect of certain reimbursement and indemnification obligations of Parent and Acquisition Sub for certain costs, expenses or losses incurred or sustained by CoreLogic, as specified in the Merger Agreement. For more information, please see the section of this proxy statement captioned “The Merger—Financing of the Merger.”

Effect of the Merger

If the Merger Agreement is adopted by CoreLogic stockholders and certain other conditions to the consummation of the Merger are either satisfied or waived, Acquisition Sub will merge with and into CoreLogic, with CoreLogic surviving and continuing under the name “CoreLogic, Inc.” as the Surviving Corporation. As a result of the Merger, CoreLogic, Inc. will become a wholly-owned subsidiary of Parent, and CoreLogic Common Stock will no longer be publicly traded. In addition, CoreLogic Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, in each case, in accordance with applicable laws, rules and regulations, and CoreLogic will no longer file periodic reports with the SEC on account of CoreLogic Common Stock. If the Merger is consummated, you will not own any shares of capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as CoreLogic and Parent may agree and specify in the certificate of merger).

Effect on CoreLogic if the Merger is Not Consummated

If the Merger Agreement is not adopted by CoreLogic stockholders or if the Merger is not consummated for any other reason, CoreLogic stockholders will not receive any payment for their shares of CoreLogic Common

 

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Stock. Instead, CoreLogic will remain an independent public company, CoreLogic Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and CoreLogic will continue to file periodic reports with the SEC on account of CoreLogic Common Stock. In addition, if the Merger is not consummated, CoreLogic expects that CoreLogic’s management will operate the business in a manner similar to that in which it is being operated today.

Furthermore, if the Merger is not consummated, and depending on the circumstances that would have caused the Merger not to be consummated, it is possible that the price of CoreLogic Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of CoreLogic Common Stock would return to the price at which it trades as of the date of this Proxy Statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of CoreLogic Common Stock. If the Merger is not consummated, the Board will continue to evaluate and review CoreLogic’s business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. If the Merger Agreement is not adopted by CoreLogic stockholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to CoreLogic will be offered or that CoreLogic’s business, prospects or results of operation will not be adversely impacted.

In addition, under specified circumstances, CoreLogic may be required to pay Parent a termination fee, or may be entitled to receive a reverse termination fee from Parent, upon the termination of the Merger Agreement, as described in the section entitled “Terms of the Merger Agreement—Termination Fees” beginning on page [●] of this Proxy Statement.

Merger Consideration

Upon the consummation of the Merger, each share of CoreLogic Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held by CoreLogic or any subsidiary of CoreLogic (including shares held as treasury stock), (ii) shares held, directly or indirectly, by Parent or Acquisition Sub, which will be cancelled and retired for no consideration, and (iii) any Dissenting Shares) will be converted into the Merger Consideration. Additionally, all issued and outstanding rights issued in connection with the Rights Agreement will expire in their entirety without any payment being made in respect thereof in accordance with the Rights Agreement Amendment.

Background of the Merger

As part of its ongoing evaluation of CoreLogic’s business, the Board, together with senior management, regularly reviews and assesses opportunities to increase stockholder value, including evaluating various potential strategic alternatives, including acquisitions, dispositions and internal restructurings. In the past few years, CoreLogic has undergone a successful transformation that has contributed to record earnings and cash flow in 2020 and substantial capital return to CoreLogic’s stockholders. CoreLogic also regularly engages with its stockholders to discuss CoreLogic and its business, operations and financial results and to hear the views of stockholders regarding CoreLogic.

On June 25, 2020, with no knowledge of Senator’s and Cannae’s actions or plans, CoreLogic issued a press release increasing its guidance for the second quarter of fiscal year 2020 to reflect CoreLogic’s expectations for strong second quarter financial performance. In its release, CoreLogic noted the revenue and adjusted EBITDA guidance increase was driven principally by continued market share gains and operating leverage attributable to higher U.S. mortgage market volumes. Following the issuance of the press release after the market closed, CoreLogic’s stock price increased approximately 9% to $57.80 in after-hours trading.

 

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On June 26, 2020, Senator and Cannae, without contacting CoreLogic in advance, publicly issued a press release announcing Senator and Cannae’s unsolicited, non-binding proposal to acquire CoreLogic at a price of $65.00 in cash per share of Common Stock (the “Initial Senator/Cannae Acquisition Proposal”). Later on June 26, 2020, CoreLogic received a letter from Senator and Cannae containing the Initial Senator/Cannae Acquisition Proposal, and CoreLogic issued a statement that the Board would carefully review the Initial Senator/Cannae Acquisition Proposal to determine the course of action it believed was in the best interests of CoreLogic and its stockholders.

On June 27, 2020, the Board held a meeting, with representatives of CoreLogic’s financial advisor, Evercore Group L.L.C. (“Evercore”), and CoreLogic’s outside legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), both of which had previously advised CoreLogic on other matters, present, at which they discussed, among other things, the Initial Senator/Cannae Acquisition Proposal.

On June 29, 2020, Frank D. Martell, CoreLogic’s Chief Executive Officer, was contacted by the Chief Executive Officer of CoStar Group, Inc. (“CoStar”), regarding the Initial Senator/Cannae Acquisition Proposal, and the two executives communicated from time to time in the following months. In addition, following the public announcement of the Initial Senator/Cannae Acquisition Proposal, a number of parties contacted CoreLogic and its representatives expressing an interest in exploring the possibility of a transaction with CoreLogic if CoreLogic were to determine to pursue such a path.

On July 3, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, to provide the Board an update on events since the last Board meeting relating to the Initial Senator/Cannae Acquisition Proposal and to consider next steps. At the meeting the Board reviewed presentations regarding the potential adoption of a shareholder rights plan and potential amendments to CoreLogic’s bylaws.

On July 6, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, to receive an update on CoreLogic’s business and results and to discuss, among other things, the Initial Senator/Cannae Acquisition Proposal, inbound contacts from third parties expressing interest in a potential transaction following the public announcement of the Initial Senator/Cannae Acquisition Proposal, an increase in CoreLogic’s share repurchase authorization and the potential adoption of a short-term stockholder rights plan. Additionally, representatives of Skadden discussed with the directors their fiduciary duties in the context of the Initial Senator/Cannae Acquisition Proposal. At the meeting the Board, following consultation with representatives of Evercore and Skadden, unanimously determined that the Initial Senator/Cannae Acquisition Proposal (i) significantly undervalued CoreLogic, (ii) raised serious regulatory concerns and (iii) was not in the best interests of CoreLogic’s stockholders. The Board did, however, authorize management to meet with Senator and Cannae to learn more about the Initial Senator/Cannae Acquisition Proposal. The Board also increased CoreLogic’s share repurchase authorization to $1 billion and adopted a short-term stockholder rights plan.

On the morning of July 7, 2020, CoreLogic issued two press releases announcing, among other things, the Board’s determination as to (i) the Initial Senator/Cannae Acquisition Proposal, (ii) the increase in CoreLogic’s share repurchase authorization to $1 billion and (iii) the adoption of a short-term stockholder rights plan. That same day, CoreLogic also issued a press release announcing an increase to financial guidance for full-year 2020 and initiation of 2021 and 2022 financial guidance. Later on July 7, 2020, Senator and Cannae issued a press release announcing, among other things, that they were prepared, if CoreLogic did not engage with Senator and Cannae regarding the Initial Senator/Cannae Acquisition Proposal, to call a special meeting of CoreLogic stockholders to replace the Board as early as July 28, 2020.

Also on July 7, 2020, CoStar’s financial advisor contacted representatives of Evercore and indicated CoStar’s possible interest in a transaction involving CoreLogic if CoreLogic were to determine to pursue a transaction.

On July 10, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed, among other things, developments relating to the Initial Senator/Cannae Acquisition Proposal and

 

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inbound contacts from third parties expressing interest in a potential transaction with CoreLogic, including the July 7, 2020 communication from CoStar’s financial advisor.

On July 14, 2020, members of the Board and senior management of CoreLogic, with representatives from Evercore and Skadden present, met with representatives of Senator and Cannae to learn more about the Initial Senator/Cannae Acquisition Proposal and to seek additional information regarding (i) Senator and Cannae’s views on value and willingness to raise its offer price, (ii) Senator and Cannae’s contemplated financing sources and (iii) regulatory concerns raised by the Initial Senator/Cannae Acquisition Proposal in light of Cannae’s relationships with competitors of CoreLogic. Senator and Cannae requested access to confidential and competitively sensitive non-public due diligence information. This meeting was followed by a call the next day among representatives of Skadden and representatives of Cannae’s legal counsel at Weil, Gotshal & Manges LLP and Senator’s legal counsel at Cadwalader, Wickersham & Taft LLP regarding the regulatory considerations raised by the Initial Senator/Cannae Acquisition Proposal.

Also on July 14, 2020, two parties, which we refer to collectively as Party A, together with two equity financing sources, submitted to CoreLogic a letter expressing interest in acquiring 100% of the outstanding shares of CoreLogic in an all-cash transaction at a value “significantly above” the Initial Senator/Cannae Acquisition Proposal, together with “highly confident” letters from three financial institutions of international reputation.

On July 16, 2020, representatives of Party A contacted representatives of Evercore during which Party A’s representatives reiterated their belief that Party A could potentially deliver a valuation of CoreLogic “significantly above” the Initial Senator/Cannae Acquisition Proposal.

On July 17, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed, among other things, the Initial Senator/Cannae Acquisition Proposal and Senator and Cannae’s request to conduct non-public due diligence. The Board reviewed the request in light of the value and other terms proposed by Senator and Cannae, which the Board had previously unanimously determined (i) significantly undervalued CoreLogic, (ii) raised serious regulatory concerns and (iii) was not in the best interests of CoreLogic’s stockholders. The Board noted that following the announcement of the Initial Senator/Cannae Acquisition Proposal, CoreLogic had provided Senator and Cannae significant additional transparency into the strength and direction of CoreLogic’s business when it publicly issued increased guidance for fiscal year 2020 and publicly provided financial projections for fiscal year 2021 and fiscal year 2022, and that Senator and Cannae had insight into CoreLogic’s business because Cannae and its associated companies, including Black Knight, Inc. and Fidelity National Financial, Inc., were familiar with the industry, and had sufficient information to increase the price of the Initial Senator/Cannae Acquisition Proposal but had not done so. At the meeting, the Board determined not to provide non-public information to Senator and Cannae unless they first raised their offer to a level that provided appropriate value to CoreLogic’s stockholders reflecting CoreLogic’s strong multi-year outlook. After the meeting, CoreLogic communicated to Senator and Cannae the Board’s decision not to provide them with non-public information unless they first raised their offer, and, on July 20, 2020, issued a press release disclosing the Board’s decision. Also at the July 17, 2020 meeting, the Board received from representatives of Evercore an update regarding inbound contacts from third parties expressing interest in exploring the possibility of a transaction with CoreLogic, including Party A. It was the consensus of the Board that CoreLogic and Evercore should continue to register such interest but not actively pursue such interest at that time and that CoreLogic should continue to provide transparency to stockholders and other interested parties regarding the strength and direction of the business so that in the event the Board determined to pursue such interest in the future it would be well positioned to maximize stockholder value in any such transaction, and the Board directed Evercore accordingly.

On July 22, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, to review the results for the second quarter, including the strength and direction of the business, as well as the contents of the proposed earnings release and investor materials. Additionally, the Board authorized a 50% increase in CoreLogic’s quarterly dividend to $0.33 per share.

 

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On July 23, 2020, CoreLogic issued its earnings for the second quarter of fiscal year 2020 reflecting financial results for the quarter that exceeded the increased financial guidance issued on June 25, 2020 and announced, among other things, (i) guidance for the third quarter of fiscal year 2020 and further increased full-year guidance for fiscal year 2020, (ii) a commitment to complete the recently authorized $1 billion share repurchase by 2022, including at least $500 million in 2020, (iii) a 50% increase in CoreLogic’s quarterly dividend to $0.33 per share and (iv) its plans to divest two lower margin reseller businesses.

On July 24, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, to, among other things, receive an update on the second quarter of fiscal year 2020 earnings call and matters relating to the Initial Senator/Cannae Acquisition Proposal.

On July 29, 2020, Senator and Cannae issued a press release stating that they had initiated a process to request that the Board call a special meeting of stockholders to elect nine Senator and Cannae nominees to the Board.

Later on July 29, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed, among other things, the announcement that Senator and Cannae had initiated a process to request that the Board call a special meeting of stockholders and other matters relating to the Initial Senator/Cannae Acquisition Proposal.

On July 30, 2020, Senator delivered a letter (the “Record Date Request Letter”) to CoreLogic’s Secretary to request that a record date be set by the Board for the purpose of determining CoreLogic’s stockholders entitled to deliver to Senator the requisite stockholder request cards necessary to request that the Board call a special meeting of CoreLogic’s stockholders for the purposes described in the Record Date Request Letter.

On July 31, 2020 and August 7, 2020, the Board held meetings, with representatives of Evercore and Skadden present, at which it discussed, among other things, a potential special meeting of stockholders, the Initial Senator/Cannae Acquisition Proposal and contacts from third parties expressing interest in exploring a potential transaction with CoreLogic, including outreach from CoStar and Party A.

On August 7, 2020, CoStar’s financial advisor and representatives of Evercore had a call during which representatives of CoStar’s financial advisors indicated CoStar’s continued interest in the possibility of a transaction with CoreLogic.

On August 9, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed Senator’s and Cannae’s Record Date Request Letter and determined to call a special meeting of CoreLogic’s stockholders (the “November Special Meeting”), without requiring Senator to deliver requests from the holders of 10% of the outstanding Common Stock, in order to allow CoreLogic’s stockholders to consider and vote upon Senator’s four proposals (the “Stockholder Proposals”). The Board also determined to hold the November Special Meeting on November 17, 2020.

On August 14, 2020, August 21, 2020 and August 28, 2020, the Board held meetings, with representatives of Evercore and Skadden present, to receive an update on developments relating to the Initial Senator/Cannae Acquisition Proposal and other matters related to the November Special Meeting.

On September 4, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, to receive an update on developments relating to the Initial Senator/Cannae Acquisition Proposal and to consider certain matters relating to the November Special Meeting. At the meeting, the Board unanimously determined, among other things, (i) to set September 18, 2020 as the record date for the November Special Meeting and (ii) to approve the filing of a preliminary proxy statement with respect to the November Special Meeting.

On September 11, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, to receive an update on developments relating to the Initial Senator/Cannae Acquisition Proposal and the November Special Meeting.

During the first half of September, CoStar’s Chief Executive Officer communicated with Mr. Martell regarding CoStar’s interest in setting up a meeting to further discuss CoStar’s interest in exploring the possibility of a combination with CoreLogic.

 

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On September 12, 2020, Mr. Martell and CoStar’s Chief Executive Officer had a call to discuss the strategic benefits of a potential transaction and developments relating to the Initial Senator/Cannae Acquisition Proposal.

On September 14, 2020, Senator and Cannae sent a letter to the Board in which they increased the proposed price in the Initial Senator/Cannae Acquisition Proposal by $1.00 to $66.00 per share of Common Stock in cash (the “Revised Senator/Cannae Acquisition Proposal”) and requested access to non-public due diligence information. Senator and Cannae noted in the letter that the Revised Senator/Cannae Acquisition Proposal was not intended as a reassessment of value.

Later on September 14, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed the Revised Senator/Cannae Acquisition Proposal and Senator and Cannae’s request to conduct non-public due diligence. At the meeting, following consultation with Evercore and Skadden, the Board unanimously determined that the Revised Senator/Cannae Acquisition Proposal (i) continued to significantly undervalue CoreLogic, (ii) raised serious regulatory concerns that had not been addressed and (iii) was not in the best interests of CoreLogic’s stockholders. The Board also unanimously determined that the inadequate price reflected by the Revised Senator/Cannae Acquisition Proposal did not justify providing non-public due diligence information to a competitor.

On September 18, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it received updates on developments relating to the Revised Senator/Cannae Acquisition Proposal and the November Special Meeting and on CoreLogic’s financial and operational performance. At the meeting, the Board unanimously determined, among other things, to provide updated guidance for the third quarter of 2020, the remainder of fiscal year 2020 and fiscal year 2021.

On September 22, 2020, CoreLogic issued a press release announcing, among other things, (i) a substantial increase in financial guidance for the third quarter and full year 2020 and for the full year 2021, (ii) its expectation of double digit revenue growth, at upper single digit organic growth and margin expansion of over 300 basis points in the second half of 2020 and (iii) a reaffirmation of its plan to repurchase at least $500 million in shares of Common Stock during 2020.

On September 24, 2020, Mr. Martell and CoStar’s Chief Executive Officer met to discuss CoStar’s interest in exploring a potential combination with CoreLogic, including the prospects for the combined company in terms of revenue, cash flow, strategic opportunities and synergies.

On September 25, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed, among other things, contacts from third parties expressing an interest in pursuing a potential transaction with CoreLogic. At the meeting, the Board reviewed considerations relating to whether to pursue discussions with any such parties, the timing of beginning to pursue any such discussions and various strategic considerations relating to such potential discussions.

On October 2, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed communications from CoStar indicating its potential interest in pursuing a strategic transaction. The Board also reviewed possible strategies for developing further interest by third parties in a transaction and for maximizing value in the event the Board determined to pursue such a transaction, including seeking an indication of interest from a credible third party at value significantly higher than the Revised Senator/Cannae Acquisition Proposal that could be a more appropriate basis upon which to solicit additional indications of interest at higher values. The Board concluded that CoreLogic should seek to develop CoStar’s possible interest in a potential transaction and seek a written indication of interest from CoStar at a significantly higher value than the Revised Senator/Cannae Acquisition Proposal and develop interest from, and if available plan to seek engagement with, other parties.

Early the week of October 5, 2020, consistent with the Board’s instructions, Mr. Martell had a call with CoStar’s Chief Executive Officer to discuss the possible strategic merit in considering a potential combination

 

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with CoStar. On such call, Mr. Martell and CoStar’s Chief Executive Officer agreed to meet to further discuss CoStar’s perspectives and possible interest in a potential combination with CoreLogic.

On October 9, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed, among other things, recent communications with CoStar and possible alternatives in the event CoStar determined not to pursue further discussions or not to provide an indication of interest at appropriate values. The Board reviewed the impact of CoreLogic’s financial performance and updated guidance on CoreLogic’s ability to generate financial sponsor interest at appropriate value levels. At the conclusion of the meeting, it was the consensus of the Board to continue to seek to develop a possible strategic transaction with CoStar and seek an indication of interest from CoStar at a value significantly higher than the Revised Senator/Cannae Acquisition Proposal, and continue planning for possible alternatives in the event discussions with CoStar were not productive.

On October 11, 2020, Mr. Martell and CoStar’s Chief Executive Officer held a discussion regarding the potential merit of a strategic transaction between CoreLogic and CoStar, and CoStar’s interest in a potential combination.

On October 13, 2020, CoStar’s Chief Executive Officer and Mr. Martell discussed a potential strategic transaction between CoreLogic and CoStar during which CoStar’s Chief Executive Officer orally indicated to Mr. Martell CoStar’s preliminary interest in acquiring all of CoreLogic’s outstanding shares at a value range of $77 to $83 per share in a transaction involving CoStar stock as consideration. During the discussion, CoStar’s Chief Executive Officer expressed a willingness to sign a customary non-disclosure agreement with a standstill and to begin due diligence.

On October 16, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed the recent communications with CoStar regarding its possible interest in a potential strategic transaction with CoreLogic. At the conclusion of the meeting, it was the consensus of the Board that CoreLogic should continue discussions with CoStar, seek a written indication of interest from CoStar with an improved value range and to seek to sign a customary non-disclosure agreement so that the parties could begin to conduct due diligence.

On October 20, 2020, CoStar’s Chief Executive Officer orally indicated to Mr. Martell CoStar’s interest in a transaction at a value at or above $80 per share but that CoStar required that the parties enter into a non-disclosure agreement before providing its indication of interest in writing.

Later on October 20, 2020, at the instruction of CoreLogic management, representatives of Evercore sent an email to CoStar’s financial advisor to set up a call to confirm the understanding from the call between CoStar’s Chief Executive Officer and Mr. Martell earlier that day and to discuss next steps. CoStar’s financial advisor responded with a draft non-disclosure agreement, which representatives of Evercore then sent to CoreLogic and representatives of Skadden.

On October 21, 2020, representatives of Skadden and CoStar’s legal counsel held a call to discuss the draft non-disclosure agreement proposed to be entered into between CoStar and CoreLogic.

On October 22, 2020, CoStar’s Chief Executive Officer notified Mr. Martell that CoStar was now not prepared to engage in further discussions regarding a potential strategic transaction during the pendency of CoreLogic’s proxy fight with Senator and Cannae and, as a result, CoStar was not prepared to engage in further discussions before the November Special Meeting.

Later on October 22, 2020, at the instruction of CoreLogic management, representatives of Evercore spoke by phone with CoStar’s financial advisor to confirm the understanding from the call between CoStar’s Chief Executive Officer and Mr. Martell earlier that day.

 

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Also on October 22, 2020, CoreLogic announced its earnings for the third quarter of fiscal year 2020 which reflected, among other things, (i) significant revenue growth over the prior-year equivalent period, (ii) increased organic revenue growth over the second quarter of 2020, and (iii) the expected achievement of full-year 2020 results at the upper end of the previously announced guidance range.

On October 23, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed, among other things, the recent interaction with CoStar and its representatives and that CoStar was not prepared to engage in further discussions regarding a potential strategic transaction before the November Special Meeting. The Board also discussed potential next steps involving outreach to other third parties and reviewed the third parties that had expressed interest in pursuing a transaction with CoreLogic and relative interest expressed by such parties. At the conclusion of the meeting, in light of Party A’s substantial interest in pursuing a transaction with CoreLogic, in order to ascertain if an attractive transaction might be available and the expectation that the anticipated terms of a potential transaction with Party A could also provide a favorable backdrop for engaging with other third parties, it was the consensus of the Board that representatives of Evercore should contact Party A regarding its interest in submitting an indication of interest in a transaction, with a more specific valuation than provided in its July 14, 2020 letter, and develop further recommendations regarding possible outreach to other parties. After the meeting, as directed by the Board, representatives of Evercore contacted Party A regarding submitting an indication of interest in a transaction.

On October 24, 2020, Party A submitted an updated written, non-binding indication of interest in acquiring all of CoreLogic’s outstanding shares at a value of at least $80 per share, together with “highly confident” letters from three financial institutions of international reputation. On October 25, 2020, CoreLogic entered into non-disclosure agreements with Party A.

On October 26, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed, among other things, contacts from third parties expressing an interest in pursuing a potential transaction with CoreLogic and the process of developing potential interest in a transaction at an appropriate value. The Board determined to continue its discussions with Party A and prepare to support their non-public due diligence investigation.

In the morning of October 28, 2020, CoreLogic became aware of market rumors that it had received indications of interest regarding a strategic transaction with CoreLogic. Later on October 28, 2020, CoreLogic issued a press release confirming, in light of market speculation, that CoreLogic was engaging with third parties indicating interest based on public information in the potential acquisition of CoreLogic at values at or above $80 per share.

On October 29, 2020, representatives of Skadden sent to CoStar’s counsel a draft non-disclosure agreement in substantially the form executed by Party A on October 25, 2020 and indicated that CoreLogic would engage with CoStar if it wished to do so and would execute the non-disclosure agreement.

Later on October 29, 2020, representatives of Stone Point sent an email to representatives of Evercore, and such representatives subsequently spoke by phone to discuss Stone Point’s interest in pursuing a potential transaction with CoreLogic.

On October 30, 2020, Senator and Cannae issued a press release that they were not bidders for CoreLogic at values at or above $80 per share but would continue their proxy fight to remove and replace nine members of the Board.

On October 31, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed, among other things, (i) the November Special Meeting and (ii) the status of discussions regarding a potential transaction with each of CoStar and Party A and authorized Evercore to begin outreach to additional third parties regarding potential interest in a transaction with CoreLogic. Additionally, representatives of Skadden discussed with the directors their fiduciary duties in the context of the ongoing strategic review.

 

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On November 3, 2020, CoreLogic announced that the Board was conducting a thorough strategic review to maximize stockholder value, was open to all paths to create value and was willing to engage with all credible potential buyers expressing interest at an appropriate level.

On November 4, 2020, CoStar’s Chief Executive Officer sent a letter to the Board expressing CoStar’s interest in engaging in discussions regarding a potential combination following the resolution of the November Special Meeting. The letter stated that CoStar and its advisors were confident in CoStar’s ability to reach a successful transaction expeditiously within the range of values previously discussed. Later that day, Mr. Martell responded to CoStar’s Chief Executive Officer that CoreLogic was ready to re-engage with CoStar.

On November 5, 2020, a third party, which we refer to as Party B, submitted a written, non-binding indication of interest in acquiring all of CoreLogic’s outstanding shares at a value at or above $80 per share. Also on November 5, 2020, two third parties, which we refer to collectively as Party C, submitted a written, non-binding indication of interest in acquiring all of CoreLogic’s outstanding shares at a value of $80 per share, and also noted that “depending on the outcome of diligence, Party C may have the opportunity to increase [its] offer.”

On November 6, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed progress on the outreach to third parties regarding potential interest in a transaction with CoreLogic, due diligence and meetings with interested parties and potential additional parties, including strategic parties, who could be contacted regarding interest in pursuing a transaction with CoreLogic. The Board also discussed the November 4, 2020, letter from CoStar’s Chief Executive Officer and Mr. Martell’s response and the non-binding indications of interest of Party B and Party C. At the meeting, the Board authorized CoreLogic to negotiate and enter into non-disclosure agreements with additional parties indicating interest in acquiring CoreLogic at values consistent with other parties who had entered non-disclosure agreements and for Evercore to contact additional parties, including an additional strategic party discussed by the Board, to assess their interest in a transaction.

Also on November 6, 2020, CoreLogic provided the parties who had signed non-disclosure agreements with access to a virtual data room that contained certain due diligence materials with respect to CoreLogic. CoreLogic continued to grant access to the data room as other parties signed non-disclosure agreements and to populate the data room on a rolling basis thereafter.

On November 7, 2020, CoreLogic entered into a non-disclosure agreement with an equity financing source for Party A.

On November 9, 2020, CoreLogic entered into a non-disclosure agreement with Party B.

Also on November 9, 2020, representatives of two third parties, which we collectively refer to as Party D, had a call with representatives of Evercore in which they indicated that they were interested in partnering regarding a potential transaction involving CoreLogic at values at or above $80 per share.

Also on November 9, 2020, Mr. Martell emailed CoStar’s Chief Executive Officer encouraging CoStar to join the process.

On November 10, 2020, CoStar’s Chief Executive Officer responded to Mr. Martell’s email from November 9, 2020, indicating that CoStar was still interested in pursuing a strategic transaction with CoreLogic, but would not reengage in discussions with respect to such a transaction until after the November Special Meeting.

Also on November 10, 2020, a third party, which we refer to as Party E, and representatives of Evercore had a call in which Party E indicated it was interested in participating in the transaction process and believed,

 

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based on publicly available information, that Party E could be competitive with other indications that CoreLogic had confirmed publicly it had received (at or above $80 per share), but that it would not submit such indication of interest without first entering into a non-disclosure agreement with CoreLogic.

Also on November 10, 2020, CoreLogic held a management presentation with representatives of Party A.

Also on November 10, 2020, Party D submitted a written, non-binding indication of interest in acquiring all of CoreLogic’s outstanding shares at a value at or above $80 per share.

On November 12, 2020, Party E sent an e-mail to representatives of Evercore indicating Party E remained interested in participating in the transaction process and would devote sufficient time and resources to evaluate an acquisition of CoreLogic quickly and efficiently.

On November 13, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed recent developments relating to the upcoming Special Meeting and CoreLogic’s strategic review process. The Board also discussed inbound interest received from third parties and the outreach to third parties potentially interested in exploring a strategic transaction with CoreLogic. During the meeting, representatives of Evercore reported on the interest received from such third parties and stated that the strategic party who had been contacted at the direction of the Board had indicated that it was not likely interested in considering a transaction with CoreLogic.

Also on November 13, 2020, CoreLogic entered into a non-disclosure agreement with Party C.

On the morning of November 17, 2020, CoreLogic held the November Special Meeting to consider and vote upon four items of business proposed by Senator and Cannae, including the removal of nine existing directors and the nomination for appointment of nine replacement directors, the final results for which were certified on November 20, 2020. Later in the day on November 17, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed, among other things, an update on CoreLogic’s strategic review process.

Following the November Special Meeting, on November 17, 2020, Mr. Martell corresponded with CoStar’s Chief Executive Officer regarding the potential to reengage in discussions regarding CoStar’s participation in the ongoing strategic review process.

Also on November 17, 2020, representatives of Skadden sent to representatives of CoStar’s legal counsel a revised draft of the non-disclosure agreement that CoStar had initially provided to Skadden.

On November 18, 2020, CoreLogic entered into non-disclosure agreements with each of Party D and Party E and held a management presentation with Party B. Also on November 18, 2020, CoreLogic sent first round process instruction letters soliciting proposals to acquire CoreLogic to each of Parties A, B, C, D and E requesting updated proposals no later than December 15, 2020.

On November 19, 2020, CoreLogic held a management presentation with Party C.

On November 20, 2020, CoreLogic held a management presentation with Party D.

Also on November 20, 2020, the inspector of elections delivered its certified results for the November Special Meeting, which showed that CoreLogic’s stockholders (i) failed to approve the proposal to repeal each provision of, or amendment to, CoreLogic’s Amended and Restated Bylaws (the “Bylaws”) adopted by the Board without the approval of CoreLogic’s stockholders subsequent to July 6, 2020, (ii) approved the removal of three of CoreLogic’s incumbent directors (J. David Chatham, Thomas C. O’Brien and David F. Walker) that Senator and Cannae were seeking to remove at the November Special Meeting and failed to approve the removal of the

 

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other six incumbent directors that Senator and Cannae were seeking to remove, (iii) approved the nomination of three of the nominees put forth by Senator and Cannae (W. Steve Albrecht, Wendy Lane and Henry W. “Jay” Winship) for appointment to the Board and failed to approve the nomination of the other six nominees put forth by Senator and Cannae for appointment to the Board and (iv) failed to approve the proposal to adopt Section 2.2 of Article II of the Bylaws to provide mechanics for calling a special meeting of stockholders if no directors or less than a majority of directors are in office.

Also on November 20, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed, among other things, CoreLogic’s strategic review process and the management presentation meetings that CoreLogic held with interested third parties.

Also on November 20, 2020, the remaining directors on the Board appointed W. Steve Albrecht, Wendy Lane, and Henry W. “Jay” Winship to the Board to fill the vacancies created by the removal of J. David Chatham, Thomas C. O’Brien and David F. Walker.

On November 23, 2020, Senator and Cannae requested that CoreLogic set a record date for a stockholder action by written consent to remove seven of CoreLogic’s current directors and nominate the six Senator and Cannae nominees who were nominated at the November Special Meeting but were not appointed to the Board (Martina Lewis Bradford, Gail Landis, Ryan McKendrick, Katherine “KT” Rabin, Sreekanth Ravi and Lisa Wardell), despite the fact that, less than a week prior, CoreLogic’s stockholders voted against the removal of each of CoreLogic’s current directors that Senator and Cannae were seeking to remove (other than Claudia F. Munce who was not included in the removal proposal at the November Special Meeting) and against the nomination of each of these Senator and Cannae nominees.

Also on November 23, 2020, representatives of Party A held a call with representatives of Evercore during which they indicated a desire to partner with Stone Point regarding a potential transaction involving CoreLogic.

On November 24, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed Senator and Cannae’s request to set a record date for a stockholder action by written consent to remove and replace directors on the Board and the impact of such request and potential action by written consent on CoreLogic’s strategic review process.

On November 25, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed, among other things, CoreLogic’s strategic review process, including the interest of parties in pursuing a transaction, including Party A’s desire to partner with Stone Point and the ongoing due diligence process of each of the parties who had signed non-disclosure agreements. It was the consensus of the Board to allow Stone Point to partner with Party A given Stone Point’s experience, size and interest in exploring a transaction.

Also on November 25, 2020, the Board received a letter from CoStar in which CoStar stated its interest in participating in CoreLogic’s strategic review process, requested information about CoreLogic’s process and provided comments to the non-disclosure agreement that CoreLogic previously had been negotiating with CoStar.

On November 26, 2020, CoreLogic entered into a non-disclosure agreement with Stone Point, which was to facilitate it pursuing a strategic transaction with CoreLogic. At this time, Stone Point was a member of Party A.

On November 28, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed various considerations in connection with CoStar’s participation in CoreLogic strategic review process, including the history of discussions with CoStar regarding a potential transaction. At the meeting, it was the consensus of the Board to seek to have CoStar participate in CoreLogic’s process and the Board authorized CoreLogic to seek to negotiate an acceptable non-disclosure agreement with CoStar.

 

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On November 29, 2020, Mr. Martell sent an email to CoStar’s Chief Executive Officer conveying CoreLogic’s revisions to the non-disclosure agreement proposed by CoStar. Mr. Martell indicated CoreLogic was prepared to move expeditiously to bring CoStar into the strategic review process. Mr. Martell also noted CoreLogic and its representatives would need to perform reverse due diligence on CoStar if CoStar’s proposal would contemplate a material portion of the proposed consideration being CoStar stock.

On November 30, 2020, CoreLogic held a management presentation with Party E.

On December 1, 2020, Party E preliminarily indicated to representatives of Evercore on a conference call that it was unlikely to pursue a transaction with CoreLogic, though no final decision had been made at that time.

On December 3, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it received an update on CoreLogic’s strategic review process.

On December 4, 2020, CoreLogic entered into a non-disclosure agreement with CoStar and delivered to CoStar a first round process instruction letter requesting an updated proposal no later than December 15, 2020.

On December 5, 2020, CoreLogic held a management presentation with CoStar.

On December 11, 2020, CoreLogic issued a press release announcing, among other things, (i) an additional increase in financial guidance for full-year 2020 and 2021 and (ii) that it was continuing to pursue the previously announced strategic review process, including a sale of CoreLogic, for which final bids were expected in early 2021.

On December 15, 2020, CoreLogic received a non-binding indication of interest from CoStar in which CoStar proposed to acquire 100% of CoreLogic’s equity interests in an all-stock transaction for a price of $77 to $83 per share.

Also on December 15, 2020, CoreLogic received a non-binding indication of interest from Party A in which Party A proposed to acquire 100% of CoreLogic’s equity interests in an all-cash transaction for a price of $74 per share. Party A also submitted debt commitment letters from three financial institutions of international reputation.

Parties B, C, D and E did not provide updated indications of interests on December 15, 2020 as requested by the first round process instruction letters and such parties indicated to Evercore that they were no longer interested in pursuing a transaction.

On December 18, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed CoreLogic’s strategic review process. At such meeting, among other things, the representatives of Evercore summarized for the Board interactions with potential bidders (which comprised inbound interest from 43 potential bidders, which expressed interest in potential transactions involving CoreLogic or specific assets of CoreLogic, and outbound calls to 18 potential bidders to explore a potential acquisition of CoreLogic, following the Board’s instruction to Evercore to make additional outbound calls to potential bidders on October 31, 2020) and the updated proposals that had been received to date. The Board discussed various considerations regarding receiving stock of CoStar in a potential strategic transaction and the process and areas of focus relating to due diligence on CoStar should CoStar insist on using its stock as consideration. The Board noted that the certainty of value for CoreLogic’s stockholders that would be provided by cash consideration as compared to stock consideration in any strategic transaction was a factor that weighed in favor of cash consideration. The Board instructed Evercore to invite CoStar and Party A to participate in the second phase of the strategic review process and to deliver feedback on each proposal. Later that day, representatives of Evercore spoke with CoStar’s financial advisor and representatives of Party A. During the discussion with CoStar’s financial advisor, representatives of Evercore noted, among other things, that (i) in light

 

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of its all-stock proposal, CoreLogic expected to perform reverse due diligence on CoStar, (ii) the Board’s preference for cash consideration or, if CoStar insisted on all-stock consideration, a mechanism to provide greater certainty of value and (iii) the need for certainty of closing, including in relation to antitrust approval. During the discussion with representatives of Party A, representatives of Evercore noted, among other things, that the value indicated in Party A’s proposal would need to improve materially. Party A indicated it was prepared to invest the time and resources to try to improve its value during the second phase of the strategic review process.

On December 22, 2020, representatives of Evercore, at the instruction of CoreLogic management, sent CoStar’s financial advisor a limited information request list to support CoreLogic’s reverse due diligence on CoStar.

On December 23, 2020, CoreLogic posted to the data room auction drafts of a merger agreement for strategic bidders, a document that summarized the required changes to such merger agreement if stock consideration were proposed to be included in a strategic bidder’s proposal, a merger agreement for financial sponsor bidders, and a limited guaranty for financial sponsor bidders. Also on December 23, 2020, Evercore sent second round process instruction letters to each of CoStar and Party A requesting mark-ups of the draft merger agreement, Company disclosure letter and, for financial sponsors, limited guaranty no later than January 11, 2021, and requesting definitive proposals no later than January 19, 2021.

On December 28, 2020, CoreLogic entered into a clean team confidentiality agreement with CoStar governing the disclosure of certain competitively sensitive information.

Also on December 28, 2020, the Board held a meeting, with representatives of Evercore and Skadden present, at which the Board discussed CoreLogic’s strategic review process, including that CoStar and Party A had been invited into the next phase of the process at the direction of the Board, had been provided the second round process letter and draft merger agreement and were informed of the date upon which they were to submit final proposals. The Board also discussed, among other things, various considerations regarding receiving CoStar stock in a transaction with CoStar, including the process and areas of focus relating to reverse due diligence on CoStar.

On December 30, 2020, CoreLogic entered into a non-disclosure agreement with another equity financing source for Party A.

On December 31, 2020, CoreLogic posted to the data room a Company disclosure letter corresponding to the auction draft merger agreements posted on December 23, 2020.

On January 4, 2021, CoStar provided CoreLogic and its advisors with access to a virtual data room that contained certain limited due diligence materials with respect to CoStar.

On January 6, 2021, at the instruction of Company management, representatives of Evercore discussed with CoStar’s financial advisor the status of the reverse due diligence process, including CoreLogic’s view that at that time CoStar had not provided CoreLogic or its advisors with meaningful due diligence materials, despite having CoreLogic’s limited information request for over two weeks, and that no management presentation with CoStar had been scheduled. Representatives of Evercore re-emphasized to CoStar’s financial advisor the importance of reverse due diligence in an all-stock or majority stock consideration transaction and the Board’s preference for cash consideration.

On January 8, 2021, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed, among other things, the status of the strategic review process and the CoStar reverse due diligence process.

Later on January 8, 2021, CoStar provided CoreLogic and its advisors with additional financial due diligence materials in the virtual data room, in partial response to the limited reverse due diligence requests sent to CoStar’s financial advisor on December 22, 2020.

 

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On January 11, 2021, CoreLogic received mark-ups to the auction draft merger agreements from each of CoStar and Party A. CoStar’s mark-up contemplated all-stock consideration at a fixed exchange ratio and raised a number of issues, including, among others: (i) providing that CoStar would have no obligation to accept any structural, behavioral or other remedies to obtain regulatory approval for the transaction and would not be restricted from acquiring other businesses that would delay or impede the regulatory approval of its acquisition of CoreLogic; (ii) including, in addition to the customary conditions contained in the auction draft merger agreement, a condition that certain unspecified third-party consents would be obtained and expanding other closing conditions; (iii) not providing CoreLogic with the protection, customary for all-stock transactions, of a closing condition that no material adverse effect on CoStar’s business had occurred; (iv) removing the Board’s ability to terminate the merger agreement in the event of a superior proposal for CoreLogic and providing for a fiduciary termination fee of 6% of the equity value of the transaction, payable by CoreLogic in the event the Board changed its recommendation to stockholders; (v) providing for a termination fee of 1% of the equity value of the transaction, payable by CoreLogic if CoreLogic’s stockholders voted not to approve the transaction; (vi) significantly expanding the scope of CoreLogic’s representations and interim operating covenants to which it would be subject prior to the closing of a transaction; and (vii) proposing that Senator and Cannae enter into a voting agreement to vote in favor of the transaction concurrently with signing of the merger agreement. Party A’s mark-up contemplated all-cash consideration and raised a number of issues, including, among others: (i) proposing a marketing period of 20 business days following satisfaction of all closing conditions during which the closing could not occur in order to permit Party A to market its proposed debt financing for the transaction; (ii) proposing a fiduciary termination fee of 3% of the equity value of the transaction and a reverse termination fee of 6% of the equity value of the transaction, payable by Party A if Party A’s committed debt financing was not funded at closing; (iii) significantly expanding the scope of CoreLogic’s representations and interim operating covenants to which it would be subject prior to the closing of a transaction; and (iv) proposing a voting agreement from Senator and Cannae concurrently with signing of the merger agreement.

On January 13, 2021, representatives of Skadden discussed these mark-ups with legal counsel representing each of CoStar and Party A, identifying the key areas in which each bidder should improve its proposed mark-up.

On January 15, 2021, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed CoreLogic’s operational plans and alternatives if the Board were to determine to remain a standalone company at the conclusion of its strategic review process. Representatives of Skadden discussed with the directors at this meeting their fiduciary duties in the context of the Board’s evaluation of strategic alternatives. The Board also discussed the CoreLogic Projections with Company management and representatives of Evercore.

On January 16, 2021, the management of CoreLogic held a joint management meeting with CoStar as part of CoreLogic’s due diligence of CoStar in light of CoStar’s proposal to acquire CoreLogic using its stock as consideration. In the morning of January 17, 2021, Mr. Martell spoke via telephone with CoStar’s Chief Executive Officer to share perspectives regarding the prior day’s detailed meeting and the merits of a strategic combination.

Later on January 17, 2021, the Board held a meeting, with representatives of Evercore, Skadden, Boston Consulting Group and PricewaterhouseCoopers present, at which it (i) received a report on the due diligence that had been conducted on CoStar, (ii) discussed matters regarding the valuation of CoStar’s stock, (iii) received a report from representatives of Skadden regarding the terms of the mark-ups provided by each of the bidders on January 11, 2021 and the discussions that representatives of Skadden had held with legal counsel for each of the bidders and (iv) discussed with representatives of Skadden the directors’ fiduciary duties in the context of the ongoing strategic review.

On January 18, 2021, representatives of Evercore, at the instruction of CoreLogic management, had a call with representatives of Party A regarding the terms of the proposal that it would be submitting on January 19, 2021.

 

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On January 19, 2021, representatives of CoStar’s legal counsel had a call with representatives of Skadden to discuss the regulatory efforts proposal that would be included in CoStar’s proposal letter.

On January 19, 2021, each of CoStar and Party A submitted proposal letters and revised merger agreement mark-ups. Party A also submitted debt commitment letters from three financial institutions of international reputation.

CoStar’s January 19, 2021 proposal contemplated an all-stock transaction valued at $79.00 per share, which CoStar stated implied a fixed exchange ratio of 0.0883x based on CoStar’s 30-day volume weighted average share price (“VWAP”) as of January 15, 2021. CoStar’s proposal raised a number of issues, including, among others: (i) the absence of cash consideration or other price protection for volatility in CoStar’s stock price; (ii) providing that CoStar would have no obligation to accept any structural, behavioral or other remedies to obtain regulatory approval for the transaction, except, pursuant to an oral communication by CoStar’s legal counsel, that it would accept a requirement to maintain customers’ existing arrangements for up to two years following closing to allow them to transition to a different platform; (iii) including only limited restrictions on acquiring other businesses that would delay or impede the regulatory approval of its acquisition of CoreLogic, including a request for certain identified transactions to be exempted from these limited restrictions; (iv) proposing an outside date of nine months from signing, plus two additional 90-day extensions at CoStar’s option, before either of the parties could terminate the transaction; (v) continuing to remove the Board’s ability to terminate the merger agreement in the event of a superior proposal for CoreLogic and providing for a termination fee of 4.5% of the equity value of the transaction payable by CoreLogic in the event the Board changed its recommendation to stockholders; (vi) continuing to provide for a termination fee of 1% of the equity value of the transaction in the event that CoreLogic’s stockholders voted not to approve the transaction; (vii) continuing to significantly expand the scope of CoreLogic’s representations and interim operating covenants to which it would be subject prior to the closing of a transaction; and (viii) proposing that Senator, but not Cannae, enter into a voting agreement to vote in favor of the transaction concurrently with signing of the merger agreement.

Party A’s January 19, 2021 proposal contemplated all-cash consideration at $74 per share and raised a number of issues, including, among others: continuing to (i) propose a marketing period of 20 business days following satisfaction of all closing conditions during which the closing could not occur in order to permit Party A to market its proposed debt financing for the transaction; (ii) propose a fiduciary termination fee of 3% of the equity value of the transaction and a reverse termination fee of 6% of the equity value of the transaction; and (iii) significantly expand the scope of CoreLogic’s representations and interim operating covenants to which it would be subject prior to the closing of a transaction. However, Party A no longer proposed that Senator or Cannae enter into a voting agreement.

On January 20, 2021, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed the two proposals that had been received the previous day, potential paths to improve the value and terms of each of the proposals and CoreLogic’s prospects as a standalone company. In particular, the Board discussed the interaction of the terms, prices and forms of consideration contemplated in each bid, and regulatory matters, closing certainty and timing considerations for a transaction with each bidder. The Board determined not to accept either of CoStar’s or Party A’s proposals, believing that CoreLogic should continue to seek to develop improved proposals reflecting terms that could be accepted by the Board and instructed Evercore to inform each of CoStar and Party A that it should re-bid by January 22, 2021 to improve its proposal on both terms and value.

On January 21, 2021, representatives of Skadden sent to CoStar’s legal counsel a list of key issues arising out of its latest merger agreement mark-up, including with respect to closing certainty, regulatory matters, the outside date, fiduciary termination rights, termination fees, the definition of Company Material Adverse Effect, the scope of representations and interim operating covenants and the proposed voting agreement with Senator.

Later on January 21, 2021, representatives of Evercore spoke with representatives of CoStar’s financial advisor and representatives of Party A to convey that (i) there were multiple proposals received but that the

 

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Board determined not to accept any proposals received on January 19, 2021 in their current form, (ii) the Board was still reviewing all avenues to maximize shareholder value, including as a standalone company and (iii) each of CoStar and Party A should re-bid by January 22, 2021, improving proposals on both value and terms. The Evercore representatives also noted that CoStar could and should consider adding meaningful cash to its proposal.

Later on January 21 and also on January 22, 2021, representatives of Evercore spoke with representatives of Party A during two separate phone conversations. The three primary financial sponsors that formed Party A had indicated that they would be splitting into two groups. On one call, representatives of Stone Point indicated that they remained interested in an acquisition of CoreLogic and that Stone Point could increase its proposed all-cash price above the $74 price proposed by Party A on January 19, 2021 to $77 per share. On a separate call, the two other primary financial sponsors that had formed Party A, which we refer to collectively as Party A1, indicated that they would no longer propose an acquisition of CoreLogic and instead would propose a private investment in CoreLogic’s public equity (a “PIPE”) transaction, structured as a convertible preferred security.

On January 22, 2021, each of Stone Point, CoStar and Party A1 submitted updated proposals to CoreLogic. Stone Point proposed an all-cash acquisition at $77 per share and indicated that it would work expeditiously to form a group of co-investors who would commit to the equity portion of its proposal. CoStar proposed an all-stock transaction at a fixed exchange ratio of 0.0917x which CoStar stated implied a value of approximately $82.00 per share based on CoStar’s 30 day VWAP as of January 21, 2021 and $83.60 per share based on CoStar’s closing price on January 21, 2021. CoStar also provided a response to the issues list provided to it on the previous day. In its response, CoStar provided for no additional protection with respect to regulatory efforts beyond its prior proposal, proposed an outside date of nine months from signing, plus a 90-day extension at either party’s option and an additional six-month extension if mutually agreed by the parties. CoStar now proposed to permit the Board to terminate the merger agreement to enter into a transaction providing for a superior proposal and proposed a termination fee of 3.5% of the equity value of the transaction payable by CoreLogic. It also proposed reimbursement of its expenses (in lieu of the previously proposed 1% termination fee) in the event that CoreLogic’s stockholders voted not to approve the transaction. CoStar also no longer proposed to require a voting agreement with Senator. CoStar’s financial advisor called representatives of Evercore to position this updated proposal as a “package” that was conditioned on exclusivity through 11:59 p.m. Pacific time on January 25, 2021; further, CoStar’s financial advisor noted on the call that CoStar requested that any further discussions regarding CoStar’s updated proposal be directly between Mr. Martell and CoStar’s Chief Executive Officer. A draft exclusivity agreement was also provided by CoStar. Party A1 proposed a convertible preferred PIPE investment of $1.5 billion with a conversion price of $80 per share and quarterly payment-in-kind dividends in an amount equal to 6% per annum, with certain premium payments required upon a change of control of CoreLogic.

Also on January 22, 2021, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed CoreLogic’s and its advisors’ interactions with each of the bidders and their respective representatives since the January 20, 2021, Board meeting and each of the proposals received earlier in the day. The Board determined that Mr. Martell should inform CoStar’s Chief Executive Officer that CoreLogic was continuing to evaluate CoStar’s proposal in addition to other proposals, was not currently in a position to provide exclusivity to CoStar based on the terms provided in CoStar’s proposal and was meeting over the weekend to thoroughly evaluate all proposals received, including CoStar’s.

Later on January 22, 2021, Mr. Martell spoke with CoStar’s Chief Executive Officer by telephone and delivered the message approved by the Board.

On January 23, 2021, the Board held a meeting, with representative of Evercore and Skadden present. Representatives of Skadden discussed with the directors their fiduciary duties in the context of the ongoing strategic review. Mr. Martell updated the Board on his discussion with CoStar’s Chief Executive Officer and provided his perspectives regarding a combination with CoStar, including the potential value of a combination

 

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and the key risks of a transaction with CoStar, including the potential for and lack of protection from a decline in the value of CoStar’s stock, regulatory risk and timing concerns, and concerns over CoreLogic’s ability to effectively operate CoreLogic and retain employees in light of interim operating restrictions between signing and closing. Representatives of Evercore discussed with the Board its analysis of CoreLogic’s standalone value and, along with representatives of Skadden, the value and terms proposed by each of the bidders. Representatives of Skadden also discussed with the Board contract provisions and risks related to closing certainty under CoStar’s proposal. At the conclusion of the meeting, the Board authorized Mr. Martell to call CoStar’s Chief Executive Officer to present a counterproposal, the value and terms of which the Board would be prepared to support at that time.

Following the Board meeting, later on January 23, 2021, Mr. Martell spoke with CoStar’s Chief Executive Officer by telephone to present the Board-authorized counterproposal.

Following Mr. Martell’s conversation with CoStar’s Chief Executive Officer, later on January 23, 2021, representatives of Skadden sent to CoStar’s legal counsel a further issues list identifying the following key issues on which CoreLogic requested improvement from CoStar as part of the Board-authorized counterproposal: CoreLogic proposed (i) an all-stock transaction at a fixed exchange ratio of 0.0950x that implied a value of approximately $85.00 per share based CoStar’s 30 day VWAP as of January 21, 2021; (ii) that CoStar agree to accept remedies that would not have a material adverse effect on the combined company in order to obtain required regulatory approvals and agree not to acquire businesses or take other actions that would delay or increase (other than immaterially) the risk of obtaining regulatory approvals (other than a specific agreed CoStar acquisition target); (iii) an outside date of nine months, plus a 90-day extension at either party’s option (with an ability to further extend upon mutual agreement of the parties); (iv) to accept the 3.5% fiduciary termination fee and a suspension of dividends between signing and closing, subject to agreement on the proposed exchange ratio, and to an expense reimbursement up to $10 million if CoreLogic’s stockholders voted against approval of the transaction; and (v) certain restrictions on employee retention efforts prior to the closing.

On January 25, 2021, representatives of Skadden sent to CoStar’s legal counsel a revised draft of the merger agreement reflecting CoreLogic’s most recent proposals and discussed the proposed revisions via teleconference that day. Also on January 25, 2021, representatives of CoreLogic, CoStar and their respective legal counsel met via video call and discussed employee retention matters.

Later on January 25, 2021, Mr. Martell spoke with CoStar’s Chief Executive Officer by telephone regarding the issues on which CoreLogic requested improvement from CoStar as part of the Board-authorized counterproposal. CoStar and its advisors indicated, through these conversations with CoreLogic and its advisors, that it was unwilling to meaningfully improve its proposed terms with respect to the issues identified by Mr. Martell and Skadden.

On January 26, 2021, Party A1 had a call with representatives of Evercore regarding the status of their proposal, indicating a willingness to improve certain terms of their proposal if requested by the Board.

Later on January 26, 2021, the Board held a meeting, with representatives of Evercore and Skadden present. Mr. Martell and the representatives of Skadden discussed with the Board the status of discussions with CoStar, including with respect to the proposed exchange ratio, regulatory matters, and interim operating covenants. The Board discussed the potential regulatory and timing risks of a combination with CoStar, including the risk that (i) such a combination could be prohibited in the course of its review by regulatory authorities, (ii) regulatory approval might be conditioned upon remedies that CoStar would not be obligated to accept and (iii) consummation of a combination could be delayed significantly while regulatory approval was pending. The Board also noted that CoStar had not shown flexibility with respect to the remedies it would be willing to accept in order to obtain regulatory approval and its insistence on an outside date providing for the possibility of an extended period between signing and closing. Representatives of Evercore also provided an update on its discussions with Party A1. The Board instructed management and CoreLogic’s advisors, in light of the status of discussions with CoStar, to continue engagement with Stone Point and Party A1 with respect to their proposals.

 

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Later on January 26, 2021, at the direction of the Board, representatives of Evercore held telephone calls with each of Stone Point and Party A1, and informed them that each of their proposals remained under active consideration by the Board and that both parties could still be a potential counterparty for a strategic transaction.

Also on January 26, 2021, a representative of CoStar’s legal counsel proposed on a teleconference with representatives of Skadden a regulatory reverse termination fee of $50 million, to be paid by CoStar in the event that antitrust approval for the transaction was not obtained, though CoStar’s legal counsel did not propose any change in the level of efforts that CoStar would undertake or remedies it would be required to accept in order to obtain required regulatory approvals.

Later on January 26, 2021, CoStar’s legal counsel sent to representatives of Skadden a revised draft of the merger agreement. The revised merger agreement did not change CoStar’s prior position with respect to regulatory efforts and proposed an outside date of nine months, plus a 90-day extension at either party’s option and an additional six-month extension if mutually agreed by the parties. The revised merger agreement also called for a regulatory reverse termination fee, with the amount not identified, to be paid by CoStar in the event that regulatory approval for the transaction was not obtained. CoStar also proposed that, notwithstanding the all-stock consideration being offered, the Board would not be permitted to take into account events affecting CoStar between signing and closing in determining whether to change the Board’s recommendation in favor of the transaction, even if required to do so by its fiduciary duties.

Also on January 26, 2021, Mr. Martell discussed by telephone certain open points with CoStar’s Chief Executive Officer, including the exchange ratio for the all-stock consideration, scope of regulatory efforts in the merger agreement and certain restrictions on interim operations.

On January 27, 2021, representatives of Evercore held a call with representatives of Stone Point regarding Stone Point’s desire to contact further equity financing sources, including Insight Partners, regarding a potential transaction with CoreLogic. On this call Stone Point reiterated that its team was working hard to assemble equity financing sources and remained very interested in a transaction with CoreLogic.

Later on January 27, 2021, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed developments since its meeting the prior day. The Board discussed with its advisors the regulatory risk posed by a combination with CoStar, the parties’ positions on the regulatory efforts covenant and regulatory reverse termination fee, the regulatory environment and the impact on CoreLogic’s business of a lengthy period between signing and closing of a transaction, as well as Stone Point’s desire to contact additional equity financing sources regarding a potential transaction with CoreLogic. The Board instructed its representatives to continue to attempt to negotiate acceptable terms with CoStar and for its representatives to inform Stone Point that Stone Point could reach out to certain additional equity financing sources (including Insight Partners) in order to facilitate Stone Point’s proposal on an accelerated timeline. The Board also extended the deadline for CoreLogic’s stockholders to nominate directors for election to the Board and propose other business for consideration at CoreLogic’s 2021 annual meeting of stockholders from January 28, 2021 to February 12, 2021.

Also on January 27, 2021, representatives of CoStar’s legal counsel spoke with representatives of Skadden by telephone regarding the Board’s determination earlier that day to extend the deadline for stockholders to nominate directors for election to the Board and propose other business for consideration at CoreLogic’s 2021 annual meeting of stockholders.

Later on January 27, 2021, Party A1 and representatives of Evercore, Skadden and Party A1’s legal counsel held a conference call to discuss Party A1’s PIPE proposal.

Also on January 27, 2021, representatives of Skadden sent a revised draft of the merger agreement to CoStar’s legal counsel. This draft of the merger agreement reflected a fixed exchange ratio of 0.0950x consistent

 

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with the Board-authorized counterproposal sent to CoStar and its advisors on January 23, 2021. CoreLogic’s revised draft again proposed a stronger antitrust efforts covenant, an outside date of nine months from signing, plus a 90-day extension at either party’s option and an additional six-month extension if mutually agreed by the parties and a regulatory reverse termination fee equal to 7% of the equity value of the transaction (approximately $450 million based on CoreLogic’s proposed exchange ratio). Representatives of Skadden followed up later that day offering a conference call to discuss the revised draft. CoreLogic’s revised draft merger agreement also permitted the Board to take into account events affecting CoStar between signing and closing in determining whether to change its recommendation in favor of the transaction, if required to do so by its fiduciary duties.

On January 28, 2021, CoreLogic held a management presentation with Stone Point.

Later on January 28, 2021, representatives of Skadden discussed the most recent draft of the merger agreement with CoStar’s legal counsel via teleconference.

On January 29, 2021, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed the latest terms proposed by CoStar and the status of CoreLogic’s discussions with each of Stone Point, CoStar and Party A1. The Board also declared a quarterly cash dividend to CoreLogic’s common stockholders pursuant to which CoreLogic will pay a cash dividend of $0.33 per share of common stock on March 15, 2021 to stockholders of record on the close of business March 1, 2021.

Later on January 29, 2021, representatives of Skadden and representatives of Stone Point’s legal counsel, Kirkland & Ellis LLP (“Kirkland”), held a conference call to discuss the Merger Agreement.

Also on January 29, 2021, Party A1 spoke by telephone with representatives of Evercore, requesting further management meetings.

Also on January 29, 2021, representatives of CoStar’s legal counsel sent to representatives of Skadden a revised draft of the merger agreement. This merger agreement reflected an all-stock transaction at a fixed exchange ratio of 0.0917x that implied a value of approximately $82.53 per share based on CoStar’s 30-day VWAP as of January 29, 2021. In addition, CoStar continued to provide that CoStar would have no obligation to accept any structural, behavioral or other remedies to obtain regulatory approval for the transaction, except that it would accept a requirement to license or provide access to CoreLogic’s data and assets for up to two years following closing. CoStar proposed a regulatory reverse termination fee of $150 million. CoStar’s revised draft of the merger agreement also proposed an outside date of nine months from signing, plus a 90-day extension at either party’s option and an additional six-month extension in CoStar’s sole discretion. CoStar’s revised draft of the merger agreement also continued to propose that the Board would not be permitted to take into account events affecting CoStar between signing and closing in determining whether to change the Board’s recommendation in favor of the transaction, even if required to do so by its fiduciary duties. CoStar’s proposed merger agreement continued to include restrictions on employee retention efforts prior to the closing.

On January 30, 2021, representatives of Party A1 spoke by telephone with representatives of Evercore, indicating that Party A1 was also now considering an acquisition of all of the equity securities of CoreLogic (in addition to its prior PIPE proposal).

On January 31, 2021, representatives of CoStar’s financial advisor sent an e-mail to Evercore inquiring as to the status of transaction documents and, later that day, representatives of CoStar’s financial advisor and representatives of Evercore held a conference call to discuss process timing and key open issues, including (i) the exchange ratio proposed in the revised draft of the merger agreement received on January 29, 2021, (ii) the form of consideration and the Board’s preference for cash consideration or other mechanisms to increase certainty of value at closing and (iii) CoStar’s antitrust efforts and related provisions, interim operating covenants and selected employee retention proposals reflected in the draft merger agreement received on January 29, 2021.

On February 1, 2021, CoreLogic management hosted an additional meeting with Party A1.

 

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Later on February 1, 2021, Mr. Martell and additional members of CoreLogic’s executive team met with representatives of Party A1, with a representative of Skadden present, to discuss CoreLogic’s prospects.

Later on February 1, 2021, representatives of Skadden sent a revised draft of the merger agreement to CoStar’s legal counsel. This draft generally reflected CoreLogic’s positions in its January 27, 2021 draft, other than that an extension of the outside date from 12 months to 18 months after the signing would require the parties’ mutual agreement and certain compromises with respect to interim operating restrictions.

Also on February 1, 2021, Mr. Martell spoke with Stone Point, with representatives of Evercore present, regarding Stone Point’s enthusiasm for the transaction and progress on raising equity financing from additional co-investors.

Later on February 1, 2021, CoStar’s Chief Executive Officer sent to Mr. Martell a revised proposal letter and transaction documents, including a revised merger agreement. CoStar stated in its proposal letter that this revised proposal was its “best and final offer” and that such proposal remained “valid until 5pm Pacific Time on Tuesday, February 2 after which time it shall be deemed withdrawn unless we have mutually agreed to an extension.” CoStar proposed an all-stock transaction at a fixed exchange ratio of 0.0933x, which CoStar stated in its proposal letter implied a value of approximately $86.30 per share based on CoStar’s closing price on February 1, 2021; the proposed fixed exchange ratio of 0.0933x implied a value of approximately $84.09 per share based on CoStar’s 30-day VWAP as of February 1, 2021. CoStar’s revised draft of the merger agreement continued to provide that CoStar would have no obligation to accept any structural, behavioral or other remedies to obtain regulatory approval for the transaction, except that it would accept a requirement to license or provide access to CoreLogic’s data and assets for up to two years following closing. CoStar proposed a regulatory reverse termination fee of $300 million. CoStar’s revised draft of the merger agreement also proposed an outside date of nine months from signing, plus a 90-day extension at either party’s option and an additional six-month extension in CoStar’s sole discretion. CoStar’s revised draft of the merger agreement also continued to propose that the Board would not be permitted to take into account events affecting CoStar between signing and closing in determining whether to change the Board’s recommendation in favor of the transaction, even if required to do so by its fiduciary duties.

Also on February 1, 2021, CoStar’s Chief Executive Officer sent a message to Mr. Martell reiterating that the revised proposal sent that day was CoStar’s “best and final offer,” noting that the parties would need to move on if a transaction could not be agreed to.

Also on February 1, 2021, representatives of Kirkland sent to representatives of Skadden a revised draft of the merger agreement. This draft merger agreement proposed a marketing period of 20 business days following satisfaction of all closing conditions during which the closing could not occur in order to permit Stone Point to market its proposed debt financing for the transaction. Stone Point’s mark-up proposed a fiduciary termination fee of 2.75% of the equity value of the transaction and a reverse termination fee, of 5.5% of the equity value of the transaction.

On February 2, 2021, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed the status of negotiations with each of the bidders. The directors discussed among themselves and with CoreLogic’s advisors various considerations in comparing proposals from each of the bidders, including with respect to value, form of consideration, regulatory risk and other key terms. In particular, the Board discussed the regulatory-related terms proposed by CoStar, the potential risks that regulatory authorities would propose a remedy in order to approve a combination with CoStar, the scope of such a remedy, the timing of such a process and the risk that CoStar would not take the actions necessary to obtain regulatory approval. At the conclusion of the meeting, the Board authorized Evercore to speak with Stone Point, Insight Partners and Party A1 to encourage each to provide updated proposals by February 3, 2021.

Following the Board meeting, on February 2, 2021, at the direction of the Board, representatives of Evercore spoke by telephone with each of Stone Point and Insight Partners and Party A1 encouraging them to

 

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provide proposals that would be in substantially executable form before the end of the following day, and that an improvement in value would be necessary to be competitive with other proposals.

Also on February 2, 2021, Mr. Martell spoke by telephone with CoStar’s Chief Executive Officer. Mr. Martell expressed his appreciation for the constructive improvements in CoStar’s proposal but also noted that the proposal still fell short of the value and contractual terms previously communicated as part of the Board-authorized counterproposal. Mr. Martell further expressed a willingness to have Skadden and CoStar’s legal counsel continue to engage on the open issues to see if mutual agreement could be achieved.

Later on February 2, 2021, CoreLogic held a management presentation with Stone Point, Insight Partners and other members of their group.

Also on February 2, 2021, representatives of Skadden sent a revised draft of the merger agreement to CoStar’s legal counsel. The revised draft of the merger agreement did not include an exchange ratio. The revised draft of the merger agreement proposed that the Board would be permitted to take into account events affecting CoStar between signing and closing in determining whether to change the Board’s recommendation in favor of the transaction. It also proposed an outside date of nine months from signing, plus a 90-day extension at either party’s option, with no further extensions, as well as additional compromises with respect to interim operating restrictions. Later that day, representatives of Skadden and CoStar’s legal counsel discussed the revised draft on a teleconference call.

Also on February 2, 2021, representatives of Skadden sent a revised draft of the merger agreement to Kirkland.

Also on February 3, 2021, CoreLogic held a management presentation for additional co-investors in the Stone Point and Insight Partners group.

Also on February 3, 2021, representatives of CoStar’s legal counsel sent to representatives of Skadden purported “execution” versions of the merger agreement. These generally reverted to CoStar’s prior positions, except that CoStar proposed that the regulatory reverse termination fee would be $215 million if the outside date was not extended beyond 12 months and $300 million if the outside date was extended beyond 12 months to 18 months.

Also on February 3, 2021, Mr. Martell spoke to representatives of Stone Point, with representatives of Evercore present, during which representatives of Stone Point expressed its intention to submit a complete and executable definitive proposal later that afternoon and provided an update in its level of conviction regarding its equity and debt financing. Representatives of Evercore also encouraged Stone Point to have Kirkland engage with Skadden throughout the day to advance the definitive documentation to as close to final form as possible.

Also on February 3, 2021, in the late afternoon, representatives of Stone Point spoke by telephone with representatives of Evercore, indicating that the third member of its group with Insight Partners had determined not to proceed with a transaction with CoreLogic, but that Stone Point was confident it and Insight Partners would still provide a fully-financed proposal that day and that this “best and final offer” proposal would be at an improved valuation of $80 per share.

Later on February 3, 2021, Stone Point and Insight Partners submitted to CoreLogic a proposal letter proposing an acquisition of CoreLogic at a price of $80.00 per share in cash, conditioned on acceptance of the offer and execution of the merger agreement that day. This letter stated the belief of Stone Point and Insight Partners that the parties could finalize transaction documentation for execution that night. Later that evening, representatives of Stone Point and Insight Partners submitted to CoreLogic a debt commitment letter from J. P. Morgan Securities LLC.

 

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Also on February 3, 2021, representatives of Evercore reached out to representatives of CoStar’s financial advisor and later spoke by telephone, during which call CoStar’s financial advisor confirmed that CoStar’s latest proposal received earlier on February 3, 2021 was CoStar’s “best and final” offer.

Also on February 3, 2021, representatives of Party A1 submitted to CoreLogic a proposal letter, together with debt commitment letters from four financial institutions of international reputation, proposing an acquisition of CoreLogic at a price of $78.50 per share in cash. Party A1’s proposal letter indicated the proposal was conditioned on 72 hours of exclusivity to finalize definitive documentation.

Over the course of the day on February 3, 2021, representatives of Skadden, Kirkland and Willkie Farr & Gallagher LLP (“Willkie”), Insight Partners’ legal counsel, exchanged drafts of various documents, including the merger agreement, debt commitment letter, equity commitment letters and limited guarantees. They also discussed various issues on phone calls and via electronic mail, including with respect to a marketing period, the outside date, conditions to closing, remedies in the event of termination of the merger agreement under various circumstances and interim operating restrictions.

In the evening of February 3, 2021, the Board held a meeting, with representatives of Evercore and Skadden present, at which it discussed the status of negotiations with each bidder and the key transaction terms proposed by each bidder. Representatives of Evercore reviewed with the Board financial analyses of CoreLogic and the proposals of Stone Point and Insight Partners, CoStar and Party A1 and discussed the prospects, risks and opportunities of CoreLogic continuing as a standalone company. Representatives of Skadden reviewed legal matters with the Board. The directors discussed with CoreLogic’s advisors, among other things, the terms of each of the proposals, including with respect to value, the risks in the valuation of CoStar stock as compared to cash, the risks and opportunities of obtaining synergies in a combination with CoStar, regulatory risks, the proposed terms of each bidder to address regulatory risk, and the timing and certainty of closing each proposed transaction. The Board came to a consensus that CoStar appeared unwilling to improve on value or deal certainty given CoStar had confirmed its proposal was its “best and final offer” on a call between representatives of Evercore and CoStar’s financial advisor, that Stone Point and Insight Partners would not provide any additional value with respect to a transaction with CoreLogic as they had previously indicated that $80 per share would be their “best and final offer” and that they had indicated in their proposal letter that their proposal would expire imminently and that the proposal received from Stone Point and Insight Partners was superior to those received from CoStar and Party A1, due to, among other things, the certain value offered by the proposed $80 all-cash consideration as well as the regulatory certainty and anticipated timing to complete a transaction with Stone Point and Insight Partners. The Board thereafter directed management and its advisors to progress negotiations with Stone Point and Insight Partners and to meet again in the morning of February 4, 2020 to consider further a potential transaction, and instructed Mr. Martell to inform CoStar that the Board would likely make a decision on February 4, 2021.

In the early morning of February 4, 2021, Mr. Martell sent a message to CoStar’s Chief Executive Officer, noting that the Board had not yet made a decision regarding the revised proposals but was expected to do so during the day on February 4, 2021.

Over the early morning hours of February 4, 2021, representatives of Skadden, Kirkland and Willkie continued to exchange drafts of various transaction documents and discussed various issues.

The Board held a meeting on the morning of February 4, 2021, with representatives of Evercore and Skadden present. Representatives of Skadden discussed with the Board the outcome of the negotiations with Stone Point and Insight Partners following the Board’s last meeting. Also at this meeting, representatives of Evercore reviewed with the board its financial analysis of the merger consideration and delivered to the Board its opinion to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the merger consideration of $80.00 per share to be received by the holders of shares of CoreLogic Common Stock in the merger was fair, from a financial point of view, to such holders. After considering various factors, including those described in this proxy statement, and after consultation with CoreLogic’s independent legal and financial advisors, the Board unanimously (i) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the

 

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Merger, (ii) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of CoreLogic and its stockholders and (iii) resolved to recommend that the stockholders of CoreLogic vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby and the adoption of the Merger Agreement. The parties executed the Merger Agreement and related ancillary documents shortly thereafter.

On the morning of February 16, 2021, CoStar sent the Board an unsolicited, non-binding proposal letter proposing to acquire CoreLogic, along with a draft merger agreement (the “CoStar Competing Proposal”) and publicly announced such proposal. CoStar proposed an all-stock transaction at a fixed exchange ratio of 0.1019x, which CoStar stated in its proposal letter implied a value of approximately $95.76 per share based on CoStar’s closing price on February 12, 2021 and approximately $92.00 per share based on CoStar’s 30-day VWAP as of February 12, 2021. CoStar’s draft of the merger agreement continued to provide that CoStar would have no obligation to accept any structural, behavioral or other remedies to obtain regulatory approval for the transaction, except that it would accept a requirement to license or provide access to CoreLogic’s data and assets for up to two years following closing. CoStar proposed a regulatory reverse termination fee of $330 million. CoStar’s draft of the merger agreement also proposed an outside date of nine months from signing, plus a 90-day extension at either party’s option and an additional six-month extension if CoStar and CoreLogic mutually agree to such extension. CoStar’s draft of the merger agreement also continued to propose that the Board would not be permitted to take into account events affecting CoStar between signing and closing in determining whether to change the Board’s recommendation in favor of the transaction, even if required to do so by its fiduciary duties. CoStar’s draft of the merger agreement also proposed that CoreLogic waive restrictions in CoreLogic’s confidentiality agreements to enable CoStar to conduct discussions with third party purchasers and that CoreLogic would bear the cost of the $165 million termination fee that would be due to Stone Point and Insight Partners under the Merger Agreement if CoreLogic were to terminate the Merger Agreement in order to enter into the proposed transaction with CoStar. Also on February 16, 2021, CoreLogic provided Stone Point and Insight Partners notice of receipt of the CoStar Competing Proposal.

On February 17, 2021, the Board held a meeting, with representatives of Evercore and Skadden present, at which it reviewed and discussed the CoStar Competing Proposal, the potential benefits and risks of such a transaction and the non-solicit and related obligations of CoreLogic under the Merger Agreement in reviewing and evaluating the CoStar Competing Proposal.

On February 21, 2021, the Board held a meeting, with representatives of Evercore and Skadden present, at which it reviewed and discussed the terms of the CoStar Competing Proposal and the Merger Agreement. The Board discussed the terms proposed by CoStar, continued issues with the CoStar Competing Proposal and potential responses and revisions to the CoStar Competing Proposal, including in light of the Merger Agreement. The Board determined, after consultation with Skadden and Evercore, that the CoStar Competing Proposal would reasonably be expected to result in a Superior Proposal (as defined in the Merger Agreement). CoreLogic provided prompt notice of such determination to Stone Point and Insight Partners and CoreLogic’s intent to engage in discussions with CoStar regarding the CoStar Competing Proposal. The Board directed management and CoreLogic’s advisors to prepare a response to CoStar stating that while the Board continued to believe that the introduction of a cash component as part of the proposed consideration would strengthen the CoStar Competing Proposal, under the circumstances as of February 21, 2021, the Board was prepared to pursue an all-stock transaction at that time and proposing four (4) key revisions to the terms proposed by CoStar: (i) that CoStar would agree to remedies to obtain regulatory approval for the transaction so long as such remedies would not have a material adverse effect on the combined company, (ii) that CoreLogic would not waive confidentiality restrictions prior to closing so that CoStar could “shop” CoreLogic’s assets to third party purchasers, (iii) that CoStar would fund the $165 million termination fee payable upon termination of the Merger Agreement subject to reimbursement by CoreLogic if an agreement with Costar terminated under certain circumstances and (iv) that the Board be permitted to take into account events affecting CoStar between signing and closing in determining whether to change its recommendation, if required to do so by its fiduciary duties.

 

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Later on February 21, 2021, representatives of Skadden spoke with representatives of CoStar’s counsel to discuss CoreLogic’s position at that time and the four revisions to the CoStar Competing Proposal that would position the CoStar Competing Proposal for consideration as a Superior Proposal by the Board, noting that CoStar’s Competing Proposal would be strengthened by the introduction of a cash component as part of the consideration. During the discussion, CoStar’s counsel did not propose or offer any amendments or modifications to the CoStar Competing Proposal. Following the call, representatives of Skadden sent to representatives of CoStar’s counsel (i) a letter from CoreLogic to CoStar outlining CoreLogic’s revisions and (ii) a mark-up of the draft merger agreement reflecting such revisions.

On February 22, 2021, representatives of CoStar’s financial advisor spoke with representatives of Evercore, and on February 24, 2021, representatives of CoStar’s counsel spoke with representatives of Skadden, in each case regarding the documents that representatives of Skadden had sent to representatives of CoStar’s counsel on February 21, 2021. The representatives of CoStar’s financial advisor and counsel asked clarifying questions but did not provide any amendments or modification to the CoStar Competing Proposal, and as of the filing of this proxy statement, CoStar has not proposed an amendment or modification to the CoStar Competing Proposal in response to CoreLogic’s February 21, 2021 proposed revisions.

On February 23, 2021, CoStar announced its earnings for the year and quarter ended December 31, 2020 and, on its related earnings conference call, described the CoStar Competing Proposal and CoStar’s views with respect to a combination with CoreLogic. From February 12, 2021, the last trading day prior to the public announcement of the CoStar Competing Proposal, through February 26, 2021, the last trading day prior to the filing of this proxy statement, CoStar’s closing stock price declined from $939.76 to $823.76. Based on CoStar’s closing stock price on February 26, 2021 of $823.76  per share, the fixed exchange ratio of 0.1019x in the CoStar Competing Proposal implies a $83.94 value as of such date.

Recommendation of the Board and Reasons for the Merger

Recommendation of the Board to Adopt the Merger Agreement, Thereby Approving the Merger, the Merger Agreement and the Transactions Contemplated by the Merger Agreement

On February 4, 2021, the Board, after considering various factors, including those described in this section below, and after consultation with CoreLogic’s independent legal and financial advisors, unanimously (i) approved the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, (ii) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of CoreLogic and its stockholders and (iii) resolved to recommend that the stockholders of CoreLogic vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby and the adoption of the Merger Agreement.

The Board unanimously recommends that you vote (i) “FOR” the proposal to adopt the Merger Agreement, thereby approving the Merger, the merger agreement and the transactions contemplated thereby and (ii) “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may be payable by CoreLogic to its named executive officers in connection with the Merger and contemplated by the Merger Agreement.

Reasons for the Merger

In recommending that CoreLogic’s stockholders vote in favor of the Merger proposal, the Board, including its independent directors, considered a number of potentially positive factors, including, but not limited to, the following (which factors are not necessarily presented in order of relative importance):

 

   

Attractive Value. The Board believed that the Merger consideration represents attractive value for the shares of Common Stock, based on, among other things, the Board’s familiarity with CoreLogic’s current and historical financial condition, results of operations, business, competitive position and

 

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prospects, as well as CoreLogic’s business plan and potential long-term value; and, after a thorough review of the process conducted, the Board determined that $80.00 per share in cash pursuant to the terms of the Merger Agreement affords the best value reasonably available for holders of Common Stock.

 

   

Form of Consideration. The Board considered that the Merger Consideration is all cash, which provides stockholders certainty of value and liquidity for their shares of Common Stock, as compared to stock consideration whose value fluctuates, while eliminating exposure to long term business and execution risks.

 

   

Risks Inherent in CoreLogic’s Business Plan; Strategic Alternatives. The Board considered CoreLogic’s historic results of operations, short-term and long-term strategic goals and the CoreLogic Projections (which are described in the section entitled “The Merger—Projections Prepared by CoreLogic’s Management” beginning on page [●] of this Proxy Statement) and the perceived challenges and risks associated with CoreLogic’s ability to meet the CoreLogic Projections, as well as the risks and uncertainties described in the “risk factors” and “forward looking statements” sections of CoreLogic’s disclosures filed with the SEC, including that CoreLogic’s actual financial results in future periods could differ materially and adversely from the projected results. Following such review, the Board determined that the value offered to CoreLogic’s stockholders pursuant to the Merger Agreement is more favorable to CoreLogic’s stockholders than the alternative of remaining an independent public company.

 

   

Premium to Market Prices. The Board considered that the Merger Consideration of $80.00 per share in cash, to be received by the holders of shares of Common Stock in the Merger, represents a significant premium over the market price at which shares of Common Stock traded at times before the Initial Senator/Cannae Acquisition Proposal and before CoreLogic confirmed it was engaged in a strategic review process, including that the Merger consideration of $80.00 per share represents a premium of:

 

   

approximately 51% over the closing stock price on June 25, 2020, the last trading day prior to the announcement of the $65.00 per share Initial Senator/Cannae Acquisition Proposal;

 

   

approximately 38% over the after-market stock price on June 25, 2020, following CoreLogic’s release of its increased Q2 2020 guidance and prior to the Initial Senator/Cannae Acquisition Proposal on June 26, 2020;

 

   

approximately 60% over the volume weighted average stock price of shares of Common Stock during the one-month period ended June 25, 2020, the last trading day prior to the announcement of the Initial Senator/Cannae Acquisition Proposal;

 

   

approximately 21% over the final $66.00 per share Revised Senator/Cannae Acquisition Proposal on September 14, 2020; and

 

   

approximately 17% over the closing stock price on October 27, 2020, the last trading day prior to CoreLogic’s confirmation that it was engaging with potential bidders in a strategic review process with potential bids of over $80.00 per share.

 

   

Valuation Multiple. The Board considered that the Merger consideration of $80.00 per share in cash, to be received by the holders of shares of Common Stock in the Merger, represents a valuation of CoreLogic at a multiple of:

 

   

approximately 10.9 times CoreLogic’s projected Adjusted EBITDA for the 2021 fiscal year;

 

   

approximately 11.6 times CoreLogic’s projected Adjusted EBITDA for the 2020 fiscal year; and

 

   

approximately 15.5 times the midpoint of CoreLogic’s initial projected Adjusted EBITDA for the 2020 fiscal year (based on the financial guidance released by CoreLogic on February 19, 2020) less Adjusted EBITDA of CoreLogic’s Rental Property Solutions business based on the forecast of CoreLogic’s management at the time.

 

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Financial Analyses and Opinion of Evercore. The Board considered the financial analyses of Evercore and the opinion of Evercore, dated February 4, 2021, to the Board to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Merger consideration of $80.00 per share to be received by CoreLogic stockholders in the Merger was fair, from a financial point of view, to such stockholders, as described in the section entitled “Proposal 1: Adoption of the Merger Agreement—The Merger—Opinion of Evercore Inc.” beginning on page [●] of this Proxy Statement.

 

   

Robust Review Process. The Board considered CoreLogic’s business, prospects and alternatives over an extended period, during which the Board met, along with CoreLogic’s independent legal and financial advisors, to evaluate and discuss CoreLogic’s strategic review 46 times between June 26, 2020, the date on which Senator and Cannae submitted the Initial Senator/Cannae Acquisition Proposal, and February 4, 2021, the date the Merger Agreement was signed, including 13 meetings following bidders’ submissions of preliminary proposals on December 15, 2020.

 

   

Market Check. The Board considered that, on June 26, 2020, CoreLogic received the Initial Senator/Cannae Acquisition Proposal and subsequently CoreLogic received inbound interest from 43 potential bidders which expressed interest in potential transactions involving CoreLogic or specific assets of CoreLogic. The Board also considered that, on October 28, 2020, CoreLogic issued a press release confirming, in light of recent market speculation, that CoreLogic was engaging with third parties indicating interest based on public information in the potential acquisition of CoreLogic. The Board also considered that CoreLogic, acting at the Board’s direction and with the assistance of its independent financial advisor, beginning in October 2020, identified and discussed possible interest in a potential transaction with 18 potential bidders, that CoreLogic entered into confidentiality agreements with 6 counterparties or groups of counterparties, comprised of 10 individual strategic or financial counterparties, in the aggregate, that the Board, with the assistance of its independent financial advisor, determined would be most likely to have an interest in acquiring, and be able to pay a competitive price for, CoreLogic, and that, following discussions with such counterparties and groups, none of the counterparties or groups were willing to pursue a strategic transaction with CoreLogic on terms and conditions that the Board viewed as more favorable than those offered by Stone Point and Insight Partners.

 

   

Regulatory Considerations. The Board considered that, while the closing of the Merger is subject to certain regulatory approvals, there are not likely to be significant antitrust or other regulatory impediments to the closing of the Merger given the respective asset mixes of Stone Point and Insight Partners, as well as the Merger Agreement’s significant protection against any regulatory impediments that could arise, as described in “Regulatory Approvals” below.

 

   

Timing of Closing. The Board considered that the Merger is anticipated to be completed in the second quarter of 2021, a relatively expedient timeframe for closing that would mitigate the potential risks to the business during the interim operating period, including due to uncertainties experienced by clients, employees and other stakeholders.

 

   

Arms-Length Negotiations. The Board considered that the Board and CoreLogic’s senior management, in coordination with CoreLogic’s independent legal and financial advisors, vigorously negotiated on an arms-length basis with Stone Point and Insight Partners with respect to price and other terms and conditions of the Merger Agreement, including obtaining a price increase by $6.00 from the price of $74.00 per share proposed by Party A (of which Stone Point was originally a member) on January 19, 2021 to a price of $80.00 per share from Stone Point and Insight Partners, and the Board’s belief that it had negotiated the best value and terms available from Stone Point and Insight Partners.

 

   

Terms of the Merger Agreement. The Board considered that the terms of the Merger Agreement, including the respective representations, warranties, covenants and termination rights of the parties and the termination fees payable by CoreLogic and Parent, are reasonable and customary. The Board also

 

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believed that the terms of the Merger Agreement include the most favorable terms reasonably attainable from Stone Point and Insight Partners.

 

   

Conditions to the Consummation of the Merger; Likelihood of Closing. The Board considered the likelihood of satisfaction of conditions to closing and the consummation of the transactions contemplated by the Merger Agreement in light of the conditions in the Merger Agreement to the obligations of Parent and Acquisition Sub.

 

   

Regulatory Approvals. The Board considered that the Merger Agreement requires that Parent and Acquisition Sub agree to take promptly any and all steps necessary or reasonably advisable or as may be required by any governmental authority to avoid or eliminate each and every impediment and obtain all consents under any antitrust laws that may be required by any governmental authority so as to enable the parties to consummate the transactions contemplated by the Merger Agreement, including the Merger, as expeditiously as possible (and in any event at least five (5) business days prior to the “termination date” (i.e., 5:00 p.m. (New York City time) on August 9, 2021), including the actions described in the section entitled “Terms of the Merger Agreement—Efforts to Close the Merger” beginning on page [●] of this Proxy Statement.

 

   

Financing; No Financing Condition. The Board considered Parent’s and Acquisition Sub’s representations and covenants contained in the Merger Agreement relating to the financing commitments from the Stone Point Funds and the Insight Funds, the delivery by Parent of a debt commitment letter by a financial institution of international reputation (and the terms and conditions thereof) and that the Merger is not subject to a financing condition. Further, the Board considered that under specified circumstances, the Merger Agreement permits CoreLogic to seek specific performance against Parent and Acquisition Sub with respect to the financing commitments, including under CoreLogic’s third-party beneficiary rights pursuant to the equity commitment letters provided by certain affiliates of Stone Point and Insight Partners.

 

   

Reverse Termination Fee. The Board considered the ability of CoreLogic to, under certain circumstances, receive a reverse termination fee of $330,000,000, as described in the section entitled “Terms of the Merger Agreement—Termination Fees ” beginning on page [●] of this Proxy Statement.

 

   

Ability to Respond to Certain Unsolicited Takeover Proposals. The Board considered that, while the Merger Agreement restricts CoreLogic’s ability to solicit competing bids to acquire CoreLogic, the Board has rights, under certain circumstances, to engage in discussions with, and provide information to, third parties submitting unsolicited takeover proposals and to terminate the Merger Agreement in order to enter into an alternative acquisition agreement that the Board determines to reflect a superior proposal, subject to payment of a $165,000,000 termination fee. The Board further considered that the timing of the Merger would provide ample opportunity for any third parties to submit proposals and that the terms of the Merger Agreement, including the size of the termination fee (which is consistent with or below fees in comparable transactions), would be unlikely to deter such third parties from submitting such proposals.

 

   

Change of Recommendation. The Board considered that it has the right to make an Adverse Recommendation Change to CoreLogic’s stockholders in the event of a superior proposal or an intervening event if the Board reasonably determines in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to do so would be reasonably expected to be inconsistent with the directors’ fiduciary duties under applicable law, subject to payment of a $165,000,000 termination fee if Parent and Acquisition Sub terminate the Merger Agreement.

 

   

Stockholder Approval. The Board considered that the consummation of the Merger is subject to the approval of CoreLogic’s stockholders, who will have the opportunity to adopt or reject the Merger Agreement.

 

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Appraisal Rights. The Board considered the availability of appraisal rights with respect to the Merger for CoreLogic stockholders who properly exercise their rights under the DGCL, which would give these stockholders the ability to seek and be paid a judicially determined appraisal of the “fair value” of their shares at the completion of the Merger, as described in the section entitled “Appraisal Rights” beginning on page [●] of this Proxy Statement.

 

   

Comparison of Proposals. The Board compared the key terms of the proposals received from bidders, including relative price, certainty of value, regulatory certainty and anticipated timing to complete the transaction and determined that the transaction with Stone Point and Insight Partners was superior to all other proposals received by CoreLogic.

The Board also considered and balanced against the potentially positive factors a number of uncertainties, risks and other potentially negative factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including, but not limited to, the following (which factors are not necessarily presented in order of relative importance):

 

   

Amount of Consideration. The Board considered that the Merger consideration of $80.00 per share in cash to be received by the holders of shares of Common Stock in the Merger is less than the nominal $84.22 implied value of the stock consideration proposed by CoStar, based on the 30-day volume weighted average stock price of CoStar’s shares as of February 2, 2021 (or $85.87 based on the closing price of CoStar’s shares on February 2, 2021).

 

   

No Stockholder Participation in Future Growth or Earnings. The Board considered that CoreLogic’s stockholders will lose the opportunity to realize the potential long-term value of the successful execution of CoreLogic’s current strategy as an independent public company.

 

   

Impact of Announcement on CoreLogic. The Board considered that the announcement and pendency of the Merger, or the failure to consummate the Merger, may disrupt CoreLogic’s business operations or divert employees’ attention away from CoreLogic’s day-to-day operations, result in significant costs to CoreLogic or harm CoreLogic’s relationships with its employees and customers.

 

   

Tax Treatment. The Board considered that the all-cash transaction would be taxable to holders of Common Stock for U.S. federal income tax purposes.

 

   

Closing Certainty. The Board considered that there can be no assurance that all conditions to the parties’ obligations to consummate the Merger will be satisfied.

 

   

Pre-Closing Covenants. The Board considered the restrictions on CoreLogic’s conduct of business prior to completion of the Merger contained in the Merger Agreement, which could delay or prevent CoreLogic from undertaking business opportunities that may arise or taking other actions with respect to its operations during the pendency of the Merger without Parent’s consent.

 

   

No Solicitation. The Board considered the restrictions in the Merger Agreement on CoreLogic’s ability to solicit competing bids to acquire CoreLogic during the pendency of the Merger and that, subject to certain conditions set forth in the Merger Agreement, in the event of CoreLogic’s receipt of a Superior Proposal, CoreLogic is required to negotiate in good faith with Parent (if requested by Parent) regarding revisions to the Merger Agreement, which the Board must take into account in determining whether to enter into an alternative acquisition agreement with respect to such Superior Proposal.

 

   

Adverse Recommendation Change. The Board considered the restrictions in the Merger Agreement on the Board’s ability to make an Adverse Recommendation Change, and that, subject to certain conditions set forth in the Merger Agreement, in the event of a potential Adverse Recommendation Change by the Board, CoreLogic is required to negotiate in good faith with Parent (if requested by Parent) regarding revisions to the Merger Agreement, which the Board must take into account in determining whether to make an Adverse Recommendation Change.

 

   

Termination Fee. The Board considered the termination fee of $165,000,000 that could become payable to Parent under specified circumstances, including upon the termination of the Merger

 

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Agreement in order to enter into an alternative acquisition agreement with respect to a Superior Proposal, which may discourage third parties that might otherwise have an interest in a business combination with, or acquisition of, CoreLogic from making unsolicited proposals (although the Board concluded that the termination fee is reasonable in amount, consistent with or below fees in comparable transactions and will not unduly deter any other party that might be interested in acquiring CoreLogic).

 

   

Limited Specific Performance Remedy; Reverse Termination Fee. The Board considered that Parent and Acquisition Sub are newly formed entities with essentially no assets other than equity and debt commitments, and that, notwithstanding CoreLogic’s specific performance remedy under the Merger Agreement, CoreLogic’s remedy in the event of breach of the Merger Agreement by Parent or Acquisition Sub may be limited to receipt of the reverse termination fee provided under the Merger Agreement, which is guaranteed by certain affiliates of Stone Point and Insight Partners, and that the reverse termination fee is not available in all instances where the Merger Agreement may be terminated and may not sufficiently compensate CoreLogic for adverse effects arising out of such termination of the Merger Agreement.

 

   

Cap on Damages. The Board considered that Stone Point’s and Insight Partners’ aggregate monetary damages under the Merger Agreement cannot exceed $337.5 million.

 

   

Loss of Key Personnel. The Board considered the risk that, despite retention efforts prior to consummation of the Merger, CoreLogic may lose key personnel.

 

   

Litigation. The Board considered the risk of potential litigation relating to the Merger that could be instituted against CoreLogic or its directors and officers, and the potential effects of any outcomes related thereto.

 

   

Expenses. The Board considered the risk that, if the Merger is not consummated, CoreLogic will, with certain exceptions, be required to pay its own expenses associated with the Merger Agreement and the Merger.

 

   

Director and Officer Interests. The Board considered that CoreLogic’s directors and officers may have interests in the Merger that are different from, or in addition to, those of CoreLogic stockholders generally, as described in the section entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page [●] of this Proxy Statement.

 

   

Risk Factors; Forward-Looking Statements. The Board considered risks of the type and nature described under “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements”, as described in the section entitled “Security Ownership of Certain Beneficial Owners and Management” beginning on page [●] of this Proxy Statement.

After taking into account all of the factors set forth above, as well as others, the Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of, and potentially positive factors associated with, the Merger to CoreLogic’s stockholders.

The foregoing discussion of factors considered by the Board is not intended to be exhaustive, but summarizes the material factors considered by the Board. In light of the variety of factors considered in connection with their evaluation of the Merger Agreement and the Merger, the Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations and recommendations. Moreover, each member of the Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determinations. The Board based its recommendations on the totality of the information presented, including thorough discussions with, and questioning of, CoreLogic’s senior management and the Board’s independent legal and financial advisors. This explanation of the reasoning of the Board and certain information presented in this section is forward-looking in nature and should be read in light

 

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of the factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [] of this Proxy Statement.

Opinion of CoreLogic’s Financial Advisor

The Company retained Evercore to act as its financial advisor in connection with the Board’s evaluation of strategic and financial alternatives, including the Merger. As part of this engagement, the Company requested that Evercore evaluate the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of CoreLogic Common Stock. At a meeting of the Board held on February 4, 2021, Evercore rendered to the Board its opinion to the effect that, as of February 4, 2021 and based upon and subject to the assumptions, limitations, qualifications and conditions described in Evercore’s opinion, the Merger Consideration of $80.00 per share to be received by the holders of CoreLogic Common Stock in the Merger was fair, from a financial point of view, to such holders.

The full text of the written opinion of Evercore, dated as of February 4, 2021, which sets forth, among other things, the procedures followed, assumptions made, matters considered and qualifications and limitations on the scope of review undertaken in rendering its opinion, is attached as Annex B to this Proxy Statement and is incorporated herein by reference. The Company encourages you to read this opinion carefully and in its entirety. Evercore’s opinion was addressed to, and provided for the information and benefit of, the Board (in its capacity as such) in connection with its evaluation of the proposed Merger. The opinion does not constitute a recommendation to the Board or to any other persons in respect of the Merger, including as to how any holder of shares of CoreLogic Common Stock should vote or act in respect of the Merger. Evercore’s opinion does not address the relative merits of the Merger as compared to other business or financial strategies, or business combination transactions, that might be available to the Company, nor does it address the underlying business decision of the Company to engage in the Merger.

In connection with rendering its opinion Evercore, among other things:

 

   

reviewed certain publicly available business and financial information relating to the Company that Evercore deemed to be relevant, including publicly available research analysts’ estimates;

 

   

reviewed the CoreLogic Projections;

 

   

discussed with management of the Company their assessment of the past and current operations of the Company, the current financial condition and prospects of the Company, and the CoreLogic Projections (including their views on the risks and uncertainties of achieving the CoreLogic Projections);

 

   

reviewed the reported prices and the historical trading activity of the CoreLogic Common Stock;

 

   

compared the financial performance of the Company and its stock market trading multiples with those of certain other publicly traded companies that Evercore deemed relevant;

 

   

compared the financial performance of the Company and the valuation multiples relating to the Merger with the financial terms, to the extent publicly available, of certain other transactions that Evercore deemed relevant;

 

   

reviewed the financial terms and conditions of the Merger Agreement; and

 

   

performed such other analyses and examinations and considered such other factors that Evercore deemed appropriate.

For purposes of its analysis and opinion, Evercore assumed and relied upon the accuracy and completeness of the financial and other information publicly available, and all of the information supplied or otherwise made available to, discussed with, or reviewed by Evercore, without any independent verification of such information

 

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(and Evercore did not assume responsibility or liability for any independent verification of such information), and Evercore further relied upon the assurances of the management of the Company that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the CoreLogic Projections, Evercore assumed with the Company’s consent that they had been reasonably prepared on bases reflecting the good faith judgments of the management of the Company as to the future financial performance of the Company and the other matters covered thereby. At the direction of the Board, Evercore utilized the CoreLogic Projections for purposes of its opinion, and took into account the impact of mortgage volume fluctuations on the CoreLogic Projections. Evercore expressed no view as to the CoreLogic Projections or the assumptions on which they were based.

For purposes of its analysis and opinion, Evercore assumed, in all respects material to its analysis, that the representations and warranties of each party contained in the Merger Agreement are true and correct, that each party will perform all of the covenants and agreements required to be performed by it under the Merger Agreement and that all conditions to the consummation of the Merger will be satisfied without waiver or modification thereof. Evercore further assumed, in all respects material to its analysis, that all governmental, regulatory or other consents, approvals or releases necessary for the consummation of the Merger will be obtained without any delay, limitation, restriction or condition that would have an adverse effect on the Company or the consummation of the Merger or reduce the contemplated benefits to the holders of CoreLogic Common Stock of the Merger. Furthermore, Evercore expressed no opinion or view as to the future performance of the U.S. mortgage market.

Evercore did not conduct a physical inspection of the properties or facilities of the Company and did not make or assume any responsibility for making any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or other off-balance sheet assets and liabilities) of the Company, nor was Evercore furnished with any such valuations or appraisals, nor did Evercore evaluate the solvency or fair value of the Company under any state or federal laws relating to bankruptcy, insolvency or similar matters. Evercore’s opinion was necessarily based upon information made available to Evercore as of the date of the opinion and financial, economic, market and other conditions as they existed and as they could be evaluated on the date of the opinion. It is understood that subsequent developments may affect Evercore’s opinion and that Evercore does not have any obligation to update, revise or reaffirm its opinion.

Evercore was not asked to pass upon, and expressed no opinion with respect to, any matter other than the fairness to the holders of CoreLogic Common Stock, from a financial point of view, of the Merger Consideration. Evercore did not express any view on, and Evercore’s opinion did not address, the fairness of the proposed transaction to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors or other constituencies of the Company, nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or any class of such persons, whether relative to the Merger Consideration or otherwise. Evercore was not asked to, nor did Evercore express any view on, and Evercore’s opinion did not address, any other term or aspect of the Merger Agreement or the Merger, including, without limitation, the structure or form of the Merger, or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger Agreement. Evercore did not express any opinion as to the prices at which shares of CoreLogic Common Stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company or the Merger or as to the impact of the Merger on the solvency or viability of the Company or the ability of the Company to pay its obligations when they come due. Evercore is not a legal, regulatory, accounting or tax expert and assumed the accuracy and completeness of assessments by the Company and its advisors with respect to legal, regulatory, accounting and tax matters.

Summary of Evercore’s Financial Analyses

Set forth below is a summary of the material financial analyses reviewed by Evercore with the Board on February 4, 2021 in connection with rendering its opinion. The following summary, however, does not purport to

 

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be a complete description of the analyses performed by Evercore. The order of the analyses described and the results of these analyses do not represent relative importance or weight given to these analyses by Evercore. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before February 2, 2021, and is not necessarily indicative of current market conditions.

For purposes of its analyses and reviews, Evercore considered general business, economic, market and financial conditions, industry sector performance, and other matters, as they existed and could be evaluated as of the date of its opinion, many of which are beyond the control of the Company. The estimates contained in Evercore’s analyses and reviews, and the ranges of valuations resulting from any particular analysis or review, are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by Evercore’s analyses and reviews. In addition, analyses and reviews relating to the value of companies, businesses or securities do not purport to be appraisals or to reflect the prices at which companies, businesses or securities actually may be sold. Accordingly, the estimates used in, and the results derived from, Evercore’s analyses and reviews are inherently subject to substantial uncertainty.

The following summary of Evercore’s financial analyses includes information presented in tabular format. In order to fully understand the analyses, the tables should be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute a complete description of Evercore’s financial analyses. Considering the tables below without considering the full narrative description of Evercore’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses.

Discounted Cash Flow Analysis

Evercore performed a discounted cash flow analysis of the Company to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that the Company was forecasted to generate during the Company’s fiscal years 2021 through 2024 based on each of Case A and Case B of the CoreLogic Projections prepared by the Company’s management, which assumed different levels of mortgage market performance for fiscal years 2022 through 2024 and which excluded the sale of the Company’s Rental Property Solutions business. Evercore calculated terminal values for the Company by applying perpetuity growth rates of 2.5% to 3.0%, which range was selected based on Evercore’s professional judgment and experience, to a terminal year estimate of the unlevered, after-tax free cash flows that the Company was forecasted to generate based on each of Case A and Case B. The cash flows and terminal values in each case were then discounted to present value as of December 31, 2020 using discount rates ranging from 8.00% to 9.00%, which were based on an estimate of the Company’s weighted average cost of capital, and the mid-year cash flow discounting convention. Based on this range of implied enterprise values, the Company’s estimated net debt (calculated as total debt, plus tax-effected pension liability, less cash and cash equivalents) as of December 31, 2020, and the number of fully diluted shares of CoreLogic Common Stock, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per share of CoreLogic Common Stock of $74.22 to $100.40, in the case of Case A, and $67.29 to $91.58, in the case of Case B, compared to the Merger Consideration of $80.00 per share of CoreLogic Common Stock.

 

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Precedent Transactions Analysis

Evercore reviewed publicly available financial information related to the following selected transactions involving target companies in the information and data services industry announced since 2015 (the “Selected Transactions”). The Selected Transactions reviewed by Evercore, and the month and year each was announced, were as follows:

 

Month and Year
Announced
   Acquiror    Target   

Implied TEV

(in millions)

   TEV / LTM
Adjusted EBITDA
December 2020    Thoma Bravo, L.P.    RealPage, Inc.    $10,263    32.7x
November 2020    S&P Global Inc.    IHS Markit Ltd.    $44,110    24.2x
November 2020    Advent International Corporation    Nielsen Holdings plc’s Global Connect business    $2,700    6.7x
August 2020    Intercontinental Exchange Inc.    Ellie Mae Inc.    $11,000    23.4x(a)
July 2020    Clarivate Plc    CPA Global Ltd.    $6,800    26.0x(b)
July 2020    Black Knight, Inc.    Optimal Blue, LLC    $1,800    ~30.0x(c)
January 2020    Clarivate Analytics plc    Decision Resources Group    $950    20.2x
April 2019    Publicis Groupe S.A.    Epsilon Data Management LLC    $4,400    9.5x
January 2019    Fiserv, Inc.    First Data Corporation    $42,329    13.0x
September 2018    SS&C Technologies, Inc.    Intralinks Holdings, Inc.    $1,500    11.4x
August 2018    Moody’s Corporation    Reis, Inc.    $263    21.9x
August 2018    CC Capital Partners, LLC / Cannae Holdings, Inc. / Thomas H. Lee Partners, L.P.    The Dun & Bradstreet Corporation    $6,972    13.3x
July 2018    The Interpublic Group of Companies, Inc.    Acxiom LLC    $2,300    13.9x
January 2018    The Blackstone Group Inc.    Thomas Reuters Corporation’s Financial & Risk business    $20,000    10.4x
January 2018    Informa PLC    UBM plc    £4,190    14.9x
May 2017    Moody’s Corporation    Bureau Van Dijk Electronic Publishing B.V.    $3,270    22.7x
January 2017    Gartner, Inc.    CEB Inc.    $3,300    13.3x
December 2016    Golden Gate Private Equity, Inc.    Neustar, Inc.    $2,973    11.1x(d)
July 2016    Onex Corporation / Baring Private Equity Asia Ltd.    Thomas Reuters Corporation’s Intellectual Property & Science business    $3,550    12.5x
May 2016    IQVIA Holdings Inc.    Quintiles, Inc.    $23,313    13.0x
March 2016    IHS Inc.    Markit Ltd.    $16,313    13.7x

 

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Month and Year
Announced
   Acquiror    Target   

Implied TEV

(in millions)

   TEV / LTM
Adjusted EBITDA
December 2015    Global Payments Inc.    Heartland Payment Systems, Inc.    $4,272    17.7x
November 2015    Equifax Inc.    Veda Group Limited    $1,882    18.0x
October 2015    Intercontinental Exchange Inc.    Interactive Data Corporation    $5,200    13.8x
March 2015    Verisk Analytics, Inc.    Wood Mackenzie Limited    $2,790    17.3x

 

(a)

Represents a CY 2020E TEV / EBITDA multiple

(b)

Represents a CY 2019 TEV / EBITDA multiple

(c)

Represents a CY 2020E TEV / EBITDA multiple

(d)

TEV / LTM EBITDA multiple excludes the EBITDA associated with Number Portability Administration Center (NPAC) as the contract was not renewed and was expected to roll off in 2018

For each Selected Transaction, Evercore calculated the transaction value (defined as the target company’s implied equity value based on the consideration paid in the applicable transaction plus total debt, plus tax-effected pension liability, plus preferred equity, plus minority interest, less unconsolidated assets, less cash and cash equivalents, as applicable) as a multiple of last twelve-month Adjusted EBITDA (defined as earnings before interest, taxes, depreciation, amortization and, as applicable, stock-based compensation expense and non-recurring items) for the target company at the time of the announcement of the applicable transaction (or in some cases, where last twelve-month financial information was not publicly available, as a multiple of current calendar year or prior calendar year Adjusted EBITDA), which we refer to as “LTM Adjusted EBITDA”. Estimated financial data of the Selected Transactions were based on publicly available information at the time of announcement of the relevant transaction.

This analysis indicated the following:

 

Benchmark    High    Low    Mean    Median    25th
Percentile
   75th
Percentile
LTM Adjusted EBITDA    32.7x    6.7x    17.0x    13.9x    13.0x    21.9x

Based on the multiples it derived from the Selected Transactions and based on its professional judgment and experience, Evercore selected a reference range of transaction value to LTM Adjusted EBITDA multiples of 12.0x to 15.0x and applied this range of multiples to the following Adjusted EBITDA benchmarks, which are based on the financial results for the Company provided by the Company’s management: (i) the Company’s estimated 2020 Adjusted EBITDA, (ii) the average of the Company’s estimated 2020 Adjusted EBITDA, actual 2019 Adjusted EBITDA, actual 2018 Adjusted EBITDA and actual 2017 Adjusted EBITDA, (iii) the average of the Company’s estimated 2021 Adjusted EBITDA, estimated 2020 Adjusted EBITDA, actual 2019 Adjusted EBITDA and actual 2018 Adjusted EBITDA, and (iv) the midpoint of the Company’s 2020 Adjusted EBITDA guidance range released on February 19, 2020 by the Company, less Adjusted EBITDA of the Company’s Rental Product Solutions business based on the forecast of the Company’s management at the time. Based on the resulting ranges of values, the Company’s estimated net debt (calculated as total debt, plus tax-effected pension liability, less cash and cash equivalents) as of December 31, 2020, and the number of fully diluted shares of CoreLogic Common Stock, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per share of CoreLogic Common Stock as set forth in the table below, as compared to the Merger Consideration of $80.00 per share of CoreLogic Common Stock.

 

Benchmark    Metric    Multiples    Implied Equity
Value

2020E Adjusted EBITDA

   $687    12.0x –15.0x    $86.22 –$113.41

2017A – 2020E Average Adjusted EBITDA

   $527    12.0x –15.0x    $60.87 – $81.72

2018A – 2021E Average Adjusted EBITDA

   $590    12.0x –15.0x    $70.81 –$94.15

2020E Adjusted EBITDA February 2020 Guidance

   $500    12.0x –15.0x    $56.60 –$76.39

 

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Although none of the target companies or businesses reviewed in the Selected Transactions analysis is directly comparable to the Company and none of the Selected Transactions is directly comparable to the Merger, Evercore selected these transactions because they involve companies or businesses that Evercore, in its professional judgment and experience, considered generally relevant to the Company for purposes of its financial analyses. In evaluating the Selected Transactions, Evercore made judgments and assumptions with regard to general business, economic and market conditions and other factors existing at the time of the Selected Transactions, and other matters, as well as differences in financial, business and operating characteristics and other factors relevant to the target companies or businesses in the Selected Transactions. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the target companies or businesses in the Selected Transactions and the multiples derived from the Selected Transactions. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the Selected Transactions.

Selected Public Company Trading Analysis

Evercore reviewed and compared certain financial information of the Company to corresponding financial multiples and ratios for the following selected publicly traded companies in (i) the diversified information services industry, (ii) the financial, business and risk information services industry, (iii) the mortgage and real estate industry and (iv) the payments and processing services industry (collectively, the “Selected Companies”):

Diversified Information Services

 

   

Gartner, Inc.

 

   

IHS Markit Ltd.

 

   

IQVIA Holdings Inc.

 

   

Nielsen Holdings plc

 

   

RELX PLC

 

   

The Dun & Bradstreet Corporation

 

   

Thomson Reuters Corporation

 

   

Wolters Kluwer N.V.

Financial, Business and Risk Information Services

 

   

CoStar Group, Inc.

 

   

Equifax Inc.

 

   

Experian plc

 

   

FactSet Research Systems Inc.

 

   

Fair Isaac Corporation

 

   

Moody’s Corporation

 

   

S&P Global Inc.

 

   

TransUnion

 

   

Verisk Analytics, Inc.

Mortgage and Real Estate

 

   

Black Knight, Inc.

 

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Fidelity National Financial, Inc.

 

   

First American Financial Corporation

 

   

MGIC Investment Corporation

 

   

Mr. Cooper Group Inc.

 

   

PennyMac Financial Services, Inc.

 

   

Radian Group Inc.

 

   

Realogy Holdings Corp.

 

   

Zillow Group, Inc.

Payments and Processing Services

 

   

Euronet Worldwide, Inc.

 

   

Fidelity National Information Services, Inc.

 

   

FleetCor Technologies, Inc.

 

   

Global Payments Inc.

 

   

Jack Henry & Associates, Inc.

For each of the Selected Companies, Evercore calculated (i) enterprise value (defined as equity market capitalization plus total debt, plus tax-effected pension liability, plus preferred equity, plus minority interest, less unconsolidated assets, less cash and cash equivalents, as applicable) based on closing share prices as of February 2, 2021, as a multiple of estimated Adjusted EBITDA for fiscal year 2021 and (ii) price per share as of February 2, 2021 as a multiple of Adjusted EPS (defined as diluted income from continuing operations, net of tax, adjusted, as applicable, for share-based compensation, amortization of acquisition-related intangibles, non-operating gains/losses, and other adjustments) for fiscal year 2021. Estimated financial data of the Selected Companies were based on publicly available research analysts’ estimates.

This analysis indicated the following:

 

Benchmark    High      Low      Mean      Median  

Diversified Information Services

 

2021E Adjusted EBITDA

     21.2x        10.0x        16.7x        17.0x  

2021E Adjusted EPS

     41.6x        13.5x        26.8x        23.9x  

Financial, Business and Risk Information Services

 

2021E Adjusted EBITDA

     51.5x        17.5x        24.5x        20.3x  

2021E Adjusted EPS

     80.5x        27.0x        36.4x        28.4x  

Mortgage and Real Estate

 

2021E Adjusted EBITDA

     22.5x        6.7x        14.6x        14.6x  

2021E Adjusted EPS

     36.7x        4.4x        11.1x        7.6x  

Payments and Processing Services

 

2021E Adjusted EBITDA

     19.1x        12.7x        16.3x        16.6x  

2021E Adjusted EPS

     36.6x        20.1x        24.7x        22.6x  

Based on the multiples it derived for the Selected Companies and based on its professional judgment and experience, Evercore applied an enterprise value / Adjusted EBITDA multiple reference range of 10.0x – 14.0x to the Company’s estimated Adjusted EBITDA for 2021 as set forth in the CoreLogic Projections. Based on this

 

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range of implied enterprise values, the Company’s estimated net debt (calculated as total debt, plus tax-effected pension liability, less cash and cash equivalents) as of December 31, 2020, and the number of fully diluted shares of CoreLogic Common Stock, in each case as provided by the Company’s management, this analysis indicated a range of implied equity values per share of CoreLogic Common Stock of $71.23 to $108.74, compared to the Merger Consideration of $80.00 per share of CoreLogic Common Stock.

In addition, based on the multiples it derived for the Selected Companies and based on its professional judgment and experience, Evercore applied a price / Adjusted EPS multiple reference range of 14.0x – 20.0x to the Company’s estimated Adjusted EPS for fiscal year 2021 as set forth in the CoreLogic Projections, which takes into account the Company’s previously announced share repurchase plan. This analysis indicated a range of implied equity values per share of CoreLogic Common Stock of $75.36 to $107.65, compared to the Merger Consideration of $80.00 per share of CoreLogic Common Stock.

Although none of the Selected Companies is directly comparable to the Company, Evercore selected these companies because they are publicly traded companies that Evercore, in its professional judgment and experience, considered generally relevant to the Company for purposes of its financial analyses. In evaluating the Selected Companies, Evercore made judgments and assumptions with regard to general business, economic and market conditions affecting the Selected Companies and other matters, as well as differences in the Selected Companies’ financial, business and operating characteristics. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments regarding many factors that could affect the relative values of the Selected Companies and the multiples derived from the Selected Companies. Mathematical analysis, such as determining the mean or median, is not in itself a meaningful method of using the data of the Selected Companies.

Other Factors

Evercore also noted certain other factors, which were not considered material to its financial analyses with respect to its opinion, but were referenced for informational purposes only, including, among other things, the following:

Premiums Paid Analysis

Using publicly available information, Evercore reviewed all-cash transactions announced since January 1, 2015, excluding transactions in the real estate, energy and financial institutions industries, with total enterprise value over $5 billion involving either a U.S. acquiror or a U.S. target and pursuant to which 100% of the target’s shares are acquired by the acquiror. Using publicly available information, Evercore calculated the premiums paid as the percentage by which the per share consideration paid or proposed to be paid in each such transaction exceeded the closing market prices per share of the target companies one day and four weeks prior to announcement of each transaction.

This analysis indicated the following:

 

     One Day Prior     Four Weeks Prior  

75th Percentile

     53.0     56.5

Mean

     38.1     47.6

Median

     32.5     41.3

25th Percentile

     22.5     28.5

Based on the results of this analysis and its professional judgment and experience, Evercore applied a one day premium range of 22.5% to 53.0% and a four week premium range of 28.5% to 56.5% to (1) the price per share of CoreLogic Common Stock as of June 25, 2020, the last full trading day prior to the public announcement of an unsolicited proposal from Senator and Cannae to acquire the Company for $65.00 per share, and (2) the

 

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closing price per share of CoreLogic Common Stock as of October 27, 2020, the last full trading day prior to media reports that the Company was engaging with potential bidders for the acquisition of the Company at or above $80.00 per share. This analysis indicated a range of implied equity values per share of CoreLogic Common Stock as set forth in the table below, compared to the Merger Consideration of $80.00 per share of CoreLogic Common Stock.

 

Premium Range    Date    Implied Equity Value

22.5% – 53.0% one day premium range

   June 25, 2020    $64.81 –$88.42(a)

22.5% – 53.0% one day premium range

   October 27, 2020    $83.57 – $104.41(b)

28.5% – 56.5% four week premium range

   June 25, 2020    $63.57 –$77.46(c)

28.5% – 56.5% four week premium range

   October 27, 2020    $86.62 –$105.54(d)

 

(a)

Range reflects both (i) the closing price on June 25, 2020 of $52.93 and (ii) the $57.80 price per share to which CoreLogic Common Stock traded after hours on that day following the release of increased second quarter guidance and prior to the announcement of an unsolicited proposal from Senator and Cannae to acquire the Company for $65.00 per share.

(b)

Range reflects the closing price of $68.25 on October 27, 2020, the last trading day prior to CoreLogic’s confirmation that it was engaging with potential bidders in a strategic review process with potential bids of over $80.00 per share.

(c)

Range reflects the closing price of $49.49 on May 28, 2020, four weeks prior to June 25, 2020.

(d)

Range reflects the closing price of $67.43 on September 29, 2020, four weeks prior to October 27, 2020.

Equity Research Analyst Price Targets

Evercore reviewed selected public market trading price targets for the shares of CoreLogic Common Stock prepared and published by equity research analysts that were publicly available as of June 25, 2020, the last full trading day prior to the public announcement of an unsolicited proposal from Senator and Cannae to acquire the Company for $65.00 per share, and as of February 2, 2021. These price targets reflect analysts’ estimates of the future public market trading price of the shares of CoreLogic Common Stock at the time the price target was published. The range of selected equity research analyst price targets per share of CoreLogic Common Stock was $27.00 to $57.00 as of June 25, 2020 and $66.00 to $82.00 as of February 2, 2021. Public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for the shares of CoreLogic Common Stock and these target prices and the analysts’ earnings estimates on which they were based are subject to risk and uncertainties, including factors affecting the financial performance of the Company and future general industry and market conditions.

Last 52-Week Trading Range

Evercore reviewed historical trading prices of shares of CoreLogic Common Stock during (i) the twelve month period ended June 25, 2020, noting that the low and high intraday prices during such period ranged from $24.69 to $57.80 per share of CoreLogic Common Stock, respectively (which range includes the $57.80 price per share to which CoreLogic Common Stock traded after hours on June 25, 2020 following the release of increased second quarter guidance and prior to the announcement of an unsolicited proposal from Senator and Cannae to acquire the Company for $65.00 per share), and (ii) the twelve month period ended October 27, 2020, noting that the low and high intraday prices during such period ranged from $24.69 to $69.87 per share of CoreLogic Common Stock, respectively (which range includes the $68.25 per share closing price of CoreLogic Common Stock on October 27, 2020, the last trading day prior to CoreLogic’s confirmation that it was engaging with potential bidders in a strategic review process with potential bids of over $80.00 per share).

Illustrative Leveraged Buyout Analysis

Evercore performed an illustrative leveraged buyout analysis to determine the range of price per share of CoreLogic Common Stock at which a financial sponsor might effect a leveraged buyout of the Company.

 

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Evercore conducted its illustrative leveraged buyout analysis based on each of Case A and Case B. For purposes of its analysis, Evercore assumed a required internal rate of return in the range of 18.0% to 22.0%, total leverage ratios in the range of 6.5x to 7.5x to the Company’s estimated 2020 Adjusted EBITDA and exit multiples in the range of 11.0x to 15.0x to the Company’s estimated 2024 Adjusted EBITDA as set forth in the CoreLogic Projections. Evercore selected the internal rates of return, leverage ratios and exit multiples based upon the application of its professional judgment and experience.

This analysis indicated a range of implied equity values per share of CoreLogic Common Stock as set forth in the table below, compared to the Merger Consideration of $80.00 per share of CoreLogic Common Stock.

 

Forecast            IRR            Exit Multiple    Leverage    Implied Equity
Value

Case A

   18.0% – 22.0%    11.0x –15.0x    6.5x –7.5x    $68.17 –$94.23

Case B

   18.0% – 22.0%    11.0x –15.0x    6.5x –7.5x    $64.22 –$88.46

Miscellaneous

The foregoing summary of Evercore’s financial analyses does not purport to be a complete description of the analyses or data presented by Evercore to the Board. In connection with the review of the Merger by the Board, Evercore performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary described above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Evercore’s opinion. In arriving at its fairness determination, Evercore considered the results of all the analyses and did not draw, in isolation, conclusions from or with regard to any one analysis or factor considered by it for purposes of its opinion. Rather, Evercore made its determination as to fairness on the basis of its professional judgment and experience after considering the results of all the analyses. In addition, Evercore may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above should not be taken to be the view of Evercore with respect to the actual value of the shares of CoreLogic Common Stock. Rounding may result in total sums set forth in this section not equaling the total of the figures shown.

Evercore prepared these analyses for the purpose of providing an opinion to the Board as to the fairness, from a financial point of view, of the Merger Consideration to the holders of shares of CoreLogic Common Stock. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Evercore’s analyses are inherently subject to substantial uncertainty, and Evercore assumes no responsibility if future results are materially different from those forecasted in such estimates.

Evercore’s financial advisory services and its opinion were provided for the information and benefit of the Board (in its capacity as such) in connection with its evaluation of the proposed Merger. The issuance of Evercore’s opinion was approved by an Opinion Committee of Evercore.

Evercore did not recommend any specific amount of consideration to the Board or the Company’s management or that any specific amount of consideration constituted the only appropriate consideration in the Merger for the holders of CoreLogic Common Stock.

Pursuant to the terms of Evercore’s engagement letter with the Company, the Company has agreed to pay Evercore a transaction fee equal to approximately $52 million (based upon a percentage of the equity value of the Merger) and an opinion fee of $3 million. The Company previously paid Evercore an advisory fee of $35 million

 

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in connection with the unsolicited proposal and activism campaign by Senator and Cannae. The advisory fee and opinion fee are both creditable against the transaction fee; the remainder of the transaction fee is payable upon consummation of the Merger. The Company has also agreed to reimburse Evercore for its expenses and to indemnify Evercore against certain liabilities arising out of its engagement.

During the two year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to the Company and Evercore has received fees for the rendering of these services, including advisory services in connection with the unsolicited proposal and activism campaign by Senator and Cannae. In addition, during the two year period prior to the date of its opinion, Evercore and its affiliates have provided financial advisory services to affiliates of Parent, including Insight Partners and certain of its portfolio companies, none of which are related to the Merger or involve the Company, and received fees of approximately $17 million for the rendering of these services. Evercore may provide financial advisory or other services to the Company and Parent in the future, and in connection with any such services Evercore may receive compensation.

Evercore and its affiliates engage in a wide range of activities for its and their own accounts and the accounts of customers, including corporate finance, mergers and acquisitions, equity sales, trading and research, private equity, placement agent, asset management and related activities. In connection with these businesses or otherwise, Evercore and its affiliates and/or its or their respective employees, as well as investment funds in which any of them may have a financial interest, may at any time, directly or indirectly, hold long or short positions and may trade or otherwise effect transactions for their own accounts or the accounts of customers, in debt or equity securities, senior loans and/or derivative products or other financial instruments of or relating to the Company, Parent, potential parties to the Merger and for any of their respective affiliates or persons that are competitors, customers or suppliers of the Company or Parent.

The Company engaged Evercore to act as a financial advisor based on Evercore’s qualifications, experience and reputation. Evercore is an internationally recognized investment banking firm and regularly provides fairness opinions to its clients in connection with mergers and acquisitions, leveraged buyouts and valuations for corporate and other purposes.

Projections Prepared by CoreLogic’s Management

In connection with CoreLogic’s review of strategic alternatives, CoreLogic’s management prepared unaudited forecasted financial information of CoreLogic for fiscal year 2020 through fiscal year 2024 (the “CoreLogic Projections”), which were used by the Board in connection with its review of strategic alternatives. The CoreLogic Projections were also used by Evercore for purposes of preparing its financial analyses and fairness opinion provided to the Board on February 4, 2021 in connection with its consideration of the transactions contemplated by the Merger, as described in the section entitled “The Merger—Opinion of CoreLogic’s Financial Advisor” beginning on page [●] of this Proxy Statement. In addition, the CoreLogic Projections were made available to potential counterparties to a strategic transaction, including Stone Point and Insight Partners, in connection with their due diligence review of a potential transaction. The CoreLogic Projections were prepared in December 2020, treating CoreLogic on a stand-alone basis without giving effect to, and as if CoreLogic never contemplated, the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger.

The CoreLogic Projections were not prepared with a view toward public disclosure and the summary thereof is included in this Proxy Statement only because such information was made available to the Board in connection with its review of strategic alternatives, to potential counterparties to a strategic transaction, including Stone Point and Insight Partners, in connection with their due diligence review of a potential transaction, and to Evercore for purposes of preparing its financial analyses and fairness opinion provided to the Board on

 

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February 4, 2021 in connection with its consideration of the transactions contemplated by the Merger, as described in the section entitled “The Merger—Opinion of CoreLogic’s Financial Advisor” beginning on page [●] of this Proxy Statement. The summary of the CoreLogic Projections is not being included in this Proxy Statement to influence your decision whether to vote for the proposal to adopt the Merger Agreement. The CoreLogic Projections were not prepared with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or GAAP (and the CoreLogic Projections do not include footnote disclosures as may be required by GAAP). Neither PricewaterhouseCoopers LLP, CoreLogic’s independent registered public accounting firm (“PwC”), nor any other audit firm has audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the CoreLogic Projections and, accordingly, PwC has not expressed an opinion or any other form of assurance with respect thereto. The PwC report included in CoreLogic’s Annual Report on Form 10-K for the year ended December 31, 2020, which is incorporated by reference into this Proxy Statement, relates to CoreLogic’s historical financial information and does not extend to the CoreLogic Projections and should not be read to do so

The CoreLogic Projections are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the CoreLogic Projections are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by CoreLogic management as of the date of their preparation. These estimates and assumptions may prove to be inaccurate for any number of reasons, including general economic conditions, competition and the risks discussed in this Proxy Statement under the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●] of this Proxy Statement. The CoreLogic Projections also reflect assumptions as to certain business decisions that are subject to change. There can be no assurance that the projections contained in the CoreLogic Projections will be realized, and actual results may differ materially from those shown therein. Generally, the further out the period to which CoreLogic Projections relate, the more unreliable the information becomes.

The information in the CoreLogic Projections is not factual and should not be relied upon as being necessarily indicative of future results, and CoreLogic’s stockholders are cautioned not to place undue reliance on the CoreLogic Projections. The CoreLogic Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding CoreLogic contained in CoreLogic’s public filings with the SEC.

This Proxy Statement contains certain non-GAAP financial measures, such as Adjusted EBITDA (which means earnings before interest, taxes, depreciation, amortization and, as applicable, stock-based compensation expense and non-recurring items) and Unlevered Free Cash Flow (or “Unlevered FCF,” which means Adjusted EBITDA less capitalized expenditures, plus increases in tax business unit deferred revenue, less other significant changes in working capital items, less strategic efficiency investments, less strategic process costs). CoreLogic believes that its presentation of these non-GAAP measures provides useful supplemental information to investors and management regarding CoreLogic’s financial condition and results of operations. Other firms may calculate non-GAAP measures differently than CoreLogic, which limits comparability between companies. Non-GAAP measures are not in accordance with, or a substitute for, GAAP.

None of CoreLogic, Evercore or their respective affiliates, advisors, officers, directors or other representatives can provide any assurance that actual results will not differ from the CoreLogic Projections, and none of them undertakes any obligation to update, or otherwise revise or reconcile, the CoreLogic Projections to reflect circumstances existing after the date the CoreLogic Projections were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the CoreLogic Projections, as applicable, are shown to be in error. Since the date of the CoreLogic Projections, CoreLogic has made publicly available its actual results of operations for the fiscal year ended December 31, 2020 and has filed a Current Report on Form 8-K on March 1, 2021. You should review CoreLogic’s Annual Report on Form 10-K filed with the SEC on March 1, 2021 for this information. CoreLogic does not intend to make publicly available any update or other revision to the CoreLogic Projections, even in the event that any or all assumptions are shown to be in error. None of CoreLogic, Evercore or their respective affiliates, advisors, officers, directors or other

 

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representatives has made or makes any representation to any CoreLogic stockholder or any other person (including Stone Point and Insight Partners, in the Merger Agreement or otherwise) regarding the CoreLogic Projections, CoreLogic’s ultimate performance compared to the information contained in the CoreLogic Projections or that forecasted results will be achieved.

Two sets of financial projections, which are referred to in this section as “Case A” and “Case B,” respectively, were prepared by CoreLogic management and included in the CoreLogic Projections. The only difference between Case A and Case B relates to CoreLogic management’s assumption on mortgage market performance in 2022 through 2024; namely, Case A reflects a 5% decline, 5% decline and 0% change in the U.S. mortgage market in 2022, 2023 and 2024, respectively, while Case B reflects a 7.5% decline, 5% decline and 5% decline in the U.S. mortgage market in 2022, 2023 and 2024, respectively. Certain other key material assumptions underlying the CoreLogic Projections include the following:

 

   

Adjustments were made to exclude CoreLogic’s Rental Property Solutions (“RPS”) business, which was divested on February 1, 2021, other than in the case of Unlevered FCF for 2020E, which does not exclude the RPS business. CoreLogic has also announced the intended divestiture of its Credit and Borrower Solutions (“Credco”) business; however, given the expected timing of a potential Credco divestiture, Credco results continue to be included in the CoreLogic Projections.

 

   

Assumptions were made to exclude the impact of any other potential acquisitions or dispositions by CoreLogic.

 

   

2021E year-over-year organic growth assumptions excluded any projected COVID-19 recovery. Including projected COVID-19 recovery, 2021E year-over-year organic growth would be 5.1%.

 

   

As it relates to differences in Case A and Case B that are driven by U.S. mortgage market performance, the Adjusted EBITDA impact due to changes in the U.S. mortgage market performance assumed an 80% Adjusted EBITDA margin on changes in revenue due to U.S. mortgage market fluctuations.

 

   

The tax business unit change in deferred revenue and other significant changes in working capital items are key drivers of Unlevered FCF. CoreLogic management made certain assumptions in 2021 through 2024 regarding these items to reflect the U.S. mortgage market assumptions underlying Case A and Case B.

The following table presents a summary of the CoreLogic Projections:

 

     2020E     2021E     2022E     2023E     2024E  
     (dollars in millions, except per share values)  

Case A CoreLogic Projections

 

Revenue

   $ 1,981     $ 2,039     $ 2,102     $ 2,172     $ 2,273  

% Growth

     15.3     2.9     3.1     3.3     4.7

% Organic Growth

     7.8     3.5     5.6     5.2     4.7

Adj. EBITDA

   $ 687     $ 711     $ 736     $ 756     $ 804  

% Margin

     34.7     34.9     35.0     34.8     35.4

Unlevered FCF

   $ 634     $ 659     $ 667     $ 688     $ 748  

% Conversion (1)

     92.3     92.7     90.6     91.0     93.0

Case B CoreLogic Projections

 

Revenue

   $ 1,981     $ 2,039     $ 2,082     $ 2,153     $ 2,214  

% Growth

     15.3     2.9     2.1     3.4     2.9

% Organic Growth

     7.8     3.5     5.6     5.3     4.7

Adj. EBITDA

   $ 687     $ 711     $ 720     $ 741     $ 758  

% Margin

     34.7     34.9     34.6     34.4     34.2

Unlevered FCF

   $ 634     $ 626     $ 637     $ 655     $ 677  

% Conversion (1)

     92.3     88.1     88.5     88.4     89.4

 

(1)

    % Conversion calculated as Unlevered FCF divided by Adj. EBITDA.

 

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Interests of the Directors and Executive Officers of CoreLogic in the Merger

In considering the recommendation of the Board that holders of CoreLogic Common Stock vote to adopt the Merger Agreement, our stockholders should be aware that certain of CoreLogic’s non-employee directors and executive officers have interests in the Merger that are different from, or in addition to, those of CoreLogic’s stockholders generally. The Board was aware of and considered these interests, among other matters, in approving the Merger Agreement and the Merger, and in recommending that the Merger Agreement be adopted by CoreLogic stockholders.

Certain Assumptions

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

 

   

The Effective Time is February 26, 2021, which is the assumed date of the closing of the Merger solely for purposes of the disclosure in this section (the “Change in Control Date”);

 

   

The employment of each executive officer of CoreLogic will have been terminated by CoreLogic without “cause” or due to the executive officer’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements), in either case immediately following the Change in Control Date;

 

   

The performance metrics applicable to Company PSUs granted prior to February 4, 2021 will have been achieved at the maximum level of performance, and the performance metrics applicable to any Company PSUs granted after February 4, 2021 will have been achieved at the target level of performance; and

 

   

The potential payments and benefits described in this section are not at a level subject to a “cutback” to avoid the “golden parachute” excise tax that may be imposed under Section 4999 of the Code.

As the amounts provided below are estimates based on multiple assumptions that may or may not actually occur or be accurate as of the date referenced, the actual amounts, if any, that may be paid or become payable may materially differ from the amounts set forth below.

Treatment and Quantification of CoreLogic Equity Awards

Treatment of Company Options

Each Company Option, whether or not vested, that is outstanding immediately prior to the Effective Time will automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (a) the Merger Consideration over (b) the per-share exercise price for such Company Option multiplied by (ii) the total number of shares of CoreLogic Common Stock underlying such Company Option. If the exercise price per share of CoreLogic Common Stock of such Company Option is equal to or greater than the Merger Consideration, such Company Option shall be cancelled without any cash payment or other consideration being made in respect thereof.

Treatment of CoreLogic RSUs

Each Company RSU granted prior to February 4, 2021 will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of CoreLogic Common Stock underlying such Company RSU (including any shares of CoreLogic Common Stock in respect of dividend equivalent units credited thereon) multiplied by (ii) the Merger Consideration.

 

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Treatment of CoreLogic PSUs

Each Company PSU granted prior to February 4, 2021 will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of CoreLogic Common Stock underlying such Company PSU (including any shares of CoreLogic Common Stock in respect of dividend equivalent units credited thereon) with performance measured in accordance with the terms of the applicable governing documents (i.e., for those Company PSUs that vest based in part on the attainment of earnings per share metrics, based on the attainment of the applicable performance metrics at the greater of the target or actual level of performance, and for each other Company PSU, based on attainment of the applicable performance metrics at the target level of performance), as determined by the Board or a committee thereof after consultation with Parent prior to the Effective Time multiplied by (ii) the Merger Consideration.

Treatment of CoreLogic Equity Awards Granted After February 4, 2021

Each CoreLogic equity award granted after February 4, 2021 will, immediately prior to the Effective Time, vest on a prorated basis (with Company PSUs vesting at the target level of performance), with such proration equal to a fraction, the numerator of which is the number of months from January 1, 2021 to the Closing Date and the denominator of which is thirty-six, and be treated in accordance with the terms of the Merger Agreement, as described above. The portion of any equity award granted after February 4, 2021 that does not vest on a prorated basis will be forfeited without consideration.

Quantification of CoreLogic Equity Awards

At the Effective Time, each Company Option, Company RSU and Company PSU that is outstanding immediately prior to the Effective Time (determined after giving effect for specified forfeitures of Company RSUs and Company PSUs granted after February 4, 2021) will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the Merger Consideration in the manner described above. Each Company Option is fully vested as of the date of this Proxy Statement.

See the section entitled “Interests of the Directors and Executive Officers of CoreLogic in the Merger—Golden Parachute Compensation” beginning on page [●] of this Proxy Statement for an estimate of the amounts that would become payable to each CoreLogic named executive officer in respect of his unvested Company RSUs and Company PSUs.

Based on the assumptions described above under “Interests of the Directors and Executive Officers of CoreLogic in the Merger—Certain Assumptions” beginning on page [●] of this Proxy Statement, the estimated aggregate amounts that would become payable to CoreLogic’s 11 non-employee directors in respect of their unvested CoreLogic equity awards (inclusive of dividend equivalent units credited thereon) is $2,845,304. Although Thomas O’Brien, David Chatham and David Walker are considered directors for purposes of this disclosure, Messrs. O’Brien, Chatham and Walker departed the Board on November 17, 2020, and do not hold any unvested Company RSUs and do not otherwise have any interests in the Merger except insofar as they may hold shares of CoreLogic Common Stock.

Change in Control Agreements with CoreLogic Named Executive Officers

CoreLogic has entered into change in control agreements with each of its named executive officers (the “Change in Control Agreements”). The Change in Control Agreements generally provide that if the named executive officer is terminated from employment by CoreLogic without cause or the named executive officer terminates his employment with good reason, in either case, within six (6) months prior to or two (2) years following the Change in Control Date, then the named executive officer will receive:

 

   

an amount equal to three (3) times (for Messrs. Martell and Sando) or two (2) times (for Messrs. Balas, Dodd and Henry) the sum of the executive’s (x) target annual bonus plus (y) annual base salary as in effect immediately prior to the date of termination of employment;

 

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a prorated target annual bonus for the year in which the termination of employment occurs; and

 

   

continued health and welfare benefits coverage for 36 months (for Messrs. Martell and Sando) or 24 months (for Messrs. Balas, Dodd and Henry).

The post-termination non-competition covenants applicable to each of the named executive officers in their respective employment agreements with CoreLogic will not apply following a change in control.

The provision of payments and benefits described above is conditioned upon the executive officer’s execution of a release of claims. The Change in Control Agreements further provide that if an executive officer receives any amount that is subject to the “golden parachute” excise tax imposed pursuant to Section 280G and 4999 of the Code, the amount of the payments to be made to the executive officer will be reduced to the extent necessary to avoid imposition of the excise tax, but only if the after-tax amount of the reduced payments exceeds the after-tax amount that the executive officer would receive without any such reduction following imposition of the excise tax and all income and related taxes.

See the section entitled “Interests of the Directors and Executive Officers of CoreLogic in the Merger—Golden Parachute Compensation” beginning on page [●] of this Proxy Statement for an estimate of the amounts that would become payable to each CoreLogic named executive officer under his respective Change in Control Agreement upon a termination of employment without cause or for good reason as of the Change in Control Date.

Nonqualified Deferred Compensation Plans

Mr. Sando participates in CoreLogic’s Executive Supplemental Benefit Plan (the “Executive Supplemental Plan”). The Executive Supplemental Plan provides that all participants, including Mr. Sando, will become fully vested in their plan benefit on a termination of employment following the Change in Control Date by CoreLogic other than for good cause or by the participant for good reason. The Executive Supplemental Plan benefit will be provided on the same basis as if the participant had attained normal retirement age prior to such termination of employment, subject to a proration factor for those participants, including Mr. Sando, who had not reached their early retirement date under the plan as of December 31, 2010. Based on the assumptions described above under “Interests of the Directors and Executive Officers of CoreLogic in the Merger—Certain Assumptions,” the unvested portion of Mr. Sando’s benefit under the Executive Supplemental Plan is $454,057.

Each of the named executive officers participates in CoreLogic’s Amended and Restated Deferred Compensation Plan (the “DCP”). The DCP provides that all participants will vest in their unvested company contributions on the Change in Control Date. None of the named executive officers has unvested company contributions under the DCP.

Grantor Trust Funding

CoreLogic established grantor trusts for the Executive Supplemental Plan, the DCP and CoreLogic’s Management Supplemental Benefit Plan (the “Grantor Trusts”). The Grantor Trusts generally require that CoreLogic fund the benefits under these plans immediately prior to the occurrence of a change in control. The required contributions to the Grantor Trusts as of the Change in Control Date will be approximately $33.3 million.

280G Mitigation Actions

In connection with the Merger, CoreLogic may, subject to prior consultation with Parent, take certain tax-planning actions to mitigate any adverse tax consequences under the “golden parachute” provisions of Sections 280G and 4999 of the Code that could arise in connection with the completion of the Merger.

 

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In addition, CoreLogic and Parent may implement post-closing strategies to mitigate the impact of Sections 280G and 4999 of the Code, including retention and/or consulting agreements for affected executives. Any such agreements will provide for a post-termination non-competition covenant (to the extent permitted by applicable law).

As of the date of this Proxy Statement, CoreLogic has not yet determined any specific actions that it will take to mitigate the potential impact of the excise tax imposed on amounts that constitute “excess parachute payments” under Section 280G of the Code on any affected individuals (including CoreLogic’s executive officers), and CoreLogic and Parent have not yet determined or implemented any post-closing mitigation strategies.

Compensation Arrangements with Parent

As of the date of this Proxy Statement, none of CoreLogic’s executive officers have entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, Parent, the Surviving Corporation or one or more of their affiliates. Prior to, or following the closing of the Merger, however, some or all of CoreLogic’s executive officers may discuss or enter into agreements with Parent regarding employment with, or the right to purchase or participate in the equity of, Parent or one or more of its affiliates (including the Surviving Corporation).

Golden Parachute Compensation

In accordance with Item 402(t) of Regulation S-K under the Securities Act, the table below sets forth the compensation that is based on, or otherwise relates to, the Merger that will or may become payable to each named executive officer of CoreLogic in connection with the Merger. For additional details regarding the terms of the payments and benefits described below, see the discussion under “Interests of the Directors and Executive Officers of CoreLogic in the Merger” beginning on page [●] of this Proxy Statement, which is incorporated herein.

The amounts shown in the table below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described below and in the footnotes to the table, and do not reflect certain compensation actions that may occur prior to completion of the Merger, including any equity award grants that may be made after the assumed effective time of February 26, 2021. For purposes of quantifying the potential payments and benefits described in this section, the following assumptions were used:

 

   

The Effective Time is February 26, 2021, which is the assumed date of the closing of the Merger solely for purposes of the disclosure in this section (the “Change in Control Date”);

 

   

The employment of each executive officer of CoreLogic will have been terminated by CoreLogic without “cause” or due to the executive officer’s resignation for “good reason” (as such terms are defined in the relevant plans and agreements), in either case immediately following the Change in Control Date;

 

   

The performance metrics applicable to Company PSUs granted prior to February 4, 2021 will have been achieved at the maximum level of performance, and the performance metrics applicable to any Company PSUs granted after February 4, 2021 will have been achieved at the target level of performance; and

 

   

The potential payments and benefits described in this section are not at a level subject to a “cutback” to avoid the “golden parachute” excise tax that may be imposed under Section 4999 of the Code.

 

 

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For purposes of this disclosure, CoreLogic’s named executive officers are: (i) Frank D. Martell, President and Chief Executive Officer; (ii) James L. Balas, Chief Financial Officer; (iii) Patrick Dodd, Chief Operating and Growth Officer; (iv) Barry M. Sando, Managing Director, Underwriting & Workflow Solutions; (v) Francis Aaron Henry, Chief Legal Officer and Corporate Secretary; and (vi) Arnold A. Pinkston, former Chief Legal Officer & Corporate Secretary. Although Mr. Pinkston is considered a named executive officer for purposes of this disclosure, Mr. Pinkston does not hold any unvested Company RSUs or Company PSUs and he does not otherwise have any interests in the Merger except insofar as he may hold shares of CoreLogic Common Stock.

 

Name

   Cash
($)(1)
   Equity
($)(2)
   Pension /
NQDC

($)(3)
   Perquisites /
Benefits

($)(4)
     Total
($)

Frank D. Martell

   7,207,500    35,247,315    —        53,850      42,508,665

James L. Balas

   2,187,500    8,111,834    —        54,245      10,353,579

Patrick Dodd

   2,708,333    4,687,388    —        1,238      7,396,959

Barry M. Sando

   3,391,667    9,198,938    454,057      53,850      13,098,512

Francis Aaron Henry

   1,479,167    2,393,116    —        54,245      3,926,528

 

(1)

Cash. Represents severance payable to each named executive officer upon a termination of employment by CoreLogic without cause or by the named executive officer for good reason, in each case, pursuant to the named executive officer’s Change in Control Agreement and consisting of (i) an amount equal to a multiple of base salary and target annual bonus, which is paid in the form of installment payments and (ii) a prorated target annual bonus, which is paid in the form of a lump-sum. The severance payable under the Change in Control Agreements to each named executive officer constitute “double-trigger” payments, which means that the amounts will become payable only on a qualifying termination of employment six (6) months prior to or two (2) years following the Change in Control Date. For further details regarding the severance amounts that may become payable to CoreLogic’s named executive officers, see the section entitled “Interests of the Directors and Executive Officers of CoreLogic in the Merger—Change in Control Agreements” beginning on page [●] of this Proxy Statement. The estimated amount of each such payment is shown in the following table:

 

Named Executive Officer   

Cash Severance

($)

  

Prorated Target Annual
Bonus

($)

    

Total

($)

Frank D. Martell

   6,975,000      232,500      7,207,500

James L. Balas

   2,100,000      87,500      2,187,500

Patrick Dodd

   2,600,000      108,333      2,708,333

Barry M. Sando

   3,300,000      41,667      3,391,667

Francis Aaron Henry

   1,900,000      79,167      1,979,167

 

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(2)

Equity. Represents the value of the unvested Company RSUs and Company PSUs (in each case, inclusive of dividend equivalent units credited thereon) held by each named executive officer. The amounts payable in respect of the unvested Company RSUs and Company PSUs at the Effective Time and in accordance with the terms of the Merger Agreement are “single-trigger” payments, which means that the amounts will become payable solely as a result of continued employment through the Effective Time. For further details regarding the treatment of the unvested Company RSUs and Company PSUs, see the section entitled “Interests of the Directors and Executive Officers of CoreLogic in the Merger—Treatment and Quantification of CoreLogic Equity Awards” beginning on page [●] of this Proxy Statement. The estimated amount of each such payment is shown in the following table:

 

Named Executive Officer    Company RSUs      Company PSUs     

Total

($)

 
  

Shares

(#)

    

Value

($)

    

Shares

(#)

    

Value

($)

 

Frank D. Martell

     114,815        9,185,176        325,777        26,062,138        35,247,315  

James L. Balas

     23,153        1,852,238        78,245        6,259,595        8,111,834  

Patrick Dodd

     34,412        2,752,921        24,183        1,934,467        4,687,388  

Barry M. Sando

     25,583        2,046,637        89,404        7,152,302        9,198,938  

Francis Aaron Henry

     9,971        797,705        19,945        1,595,411        2,393,116  

 

(3)

Pension/NQDC. Represents the value of the unvested plan benefits under the Executive Supplemental Plan. The vesting of Executive Supplemental Plan benefits is a “double-trigger” benefit, which means that the amounts will become payable only on a qualifying termination of employment following the Closing Date. For further details regarding the treatment of the unvested Executive Supplemental Plan benefits, see the section entitled “Interests of the Directors and Executive Officers of CoreLogic in the Merger—Nonqualified Deferred Compensation Plans” beginning on page [●] of this Proxy Statement.

 

(4)

Perquisites/Benefits. Represents the value of continued health and welfare benefits coverage under the Change in Control Agreements. The continued health and welfare benefits coverage is a “double-trigger” payment, which means that the amounts will become payable only on a qualifying termination of employment six (6) months prior to or two (2) years following the Change in Control Date. For further details regarding the treatment of the unvested plan benefits, see the section entitled “Interests of the Directors and Executive Officers of CoreLogic in the Merger—Change in Control Agreements” beginning on page [●] of this Proxy Statement.

Financing of the Merger

The total amount of funds necessary to consummate the Merger and related transactions, including payment of related fees and expenses, will be approximately $8.2 billion.

Equity Commitments

In connection with the Merger Agreement, Parent has obtained Equity Financing on the terms and conditions set forth in the Equity Commitment Letters, pursuant to which the Stone Point Funds and the Insight Funds provided commitments to contribute as equity capital to Parent an aggregate amount of $2.5 billion of amount in cash, in immediately available funds, solely for the purpose of permitting Parent to fund (together with the proceeds of the Debt Financing) payment of (i) the aggregate consideration required to be paid by Parent and/or Acquisition Sub under the Merger Agreement and (ii) fees and expenses (including any Expenses) required to be paid by Parent and/or Acquisition Sub at or prior to the closing of the Merger in connection with the transactions contemplated by the Merger Agreement.

The several (and not joint or joint and several) obligation of each of the Stone Point Funds and the Insight Funds to fund its respective equity commitment is subject to satisfaction of each of the following conditions: (i) all conditions to the obligation of Parent and Acquisition Sub to effect the merger have been met (other than

 

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those conditions that by their terms are to be satisfied by actions taken at the closing of the Merger, each of which shall be capable of being satisfied at the closing of the Merger) have been satisfied, (ii) the substantially concurrent receipt by Parent of the funds pursuant to each the Insight Equity Commitment Letter, in the case of the Stone Point Equity Commitment, or the Stone Point Equity Commitment Letter, in the case of the Insight Equity Commitment, (iii) the substantially concurrent receipt by Parent of the proceeds of the financing provided for by the Debt Commitment Letter or alternative financing, or that such proceeds will be funded at the closing of the Merger in accordance with the financing’s terms if the Equity Financing is funded at the closing of the Merger of the Merger and (iv) the substantially concurrent consummation of the closing of the Merger in accordance with the terms of the Merger Agreement.

Debt Commitment

In connection with the Merger Agreement, Parent has obtained Debt Financing on the terms and conditions set forth in the Debt Commitment Letter, pursuant to which JP Morgan has provided commitments in respect of (x) a first-lien term loan facility in an aggregate principal amount of $5.5 billion (the “Term Loan Facility”) and (y) a first-lien revolving credit facility in an aggregate principal to be agreed (the “Revolving Facility” and, together with the Term Loan Facility, the “First Lien Facilities”), the proceeds of the Term Loan Facility would be used, together with borrowings under the Revolving Facility in an aggregate principal amount of up to $75.0 million and the proceeds of the Equity Financing, for the purpose of financing the consummation of the Merger and paying fees and expenses incurred in connection with the Merger. The initial borrowing under the First Lien Facilities is subject to the satisfaction (or waiver by JP Morgan) of a number of limited conditions, including, without limitation: (i) consummation of the Merger in all material respects on the terms contemplated by the Merger Agreement (without giving effect to any amendment, waiver, consent or other modification that is materially adverse to the lenders unless it is approved by JP Morgan) prior to, or substantially concurrent with, the initial borrowings under the First Lien Facilities; (ii) since February 4, 2021, no Company Material Adverse Effect shall have occurred; (iii) delivery of certain financial statements of CoreLogic (and a period of ten (10) consecutive business days shall have elapsed thereafter); (iv) delivery of customary closing documents and certificates (including a customary solvency certificate); (v) the making and accuracy in all material respects of certain representations and warranties, including the specified representations set forth in the Debt Commitment Letter and certain representations and warranties in the Merger Agreement; (vi) subject to certain exceptions, delivery by Acquisition Sub of definitive documentation with respect to the First Lien Facilities, executed by Acquisition Sub and each guarantor party thereto; (vii) subject to certain exceptions, delivery of all documents required to perfect the security interest granted to the agent under the First Lien Facilities in the collateral provided thereunder; (vii) delivery of certain documentation with respect to Acquisition Sub and the guarantors required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations; (ix) the consummation of an equity contribution of sufficient size to Acquisition Sub by Stone Point and other investors arranged by and/or designated by Stone Point prior to, or substantially concurrent with, the initial borrowings under the First Lien Facilities; (x) the consummation of the closing date refinancing prior to, or substantially concurrent with, the initial borrowings under the First Lien Facilities; (xi) at least ten (10) consecutive business days shall have elapsed after Acquisition Sub shall have used commercially reasonable efforts to provide (I) a completed customary preliminary offering memorandum of Acquisition Sub and (II) customary comfort letters from the auditor of CoreLogic; and (xii) payment of required fees and expenses (together with those conditions contained in the Commitment Letter not expressly described above, collectively, the “Funding Conditions”). The Commitment Letter terminates in the event that (i) the Funding Conditions are not satisfied (or are waived by JP Morgan) on or before the date that is five (5) business days after the Termination Date, (ii) the Merger Agreement is terminated in accordance with its terms without consummation of the Merger having occurred, or (iii) the closing of the Merger occurs without use of the Term Loan Facility.

Limited Guarantees

In connection with the Merger Agreement, Parent and Acquisition Sub have delivered to CoreLogic the duly executed limited guarantees of each the Stone Point Funds and the Insight Funds (the “Guarantors”), pursuant to

 

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which the Guarantors have guaranteed to CoreLogic each of their pro rata portions of (i) the reverse termination fee, (ii) expenses to enforce payment of the reverse termination fee and (iii) any indemnification and expense reimbursement obligations of Parent in connection with the Debt Financing. Each Guarantee is subject to an aggregate cap equal to $135,000,000, with respect to the Insight Funds, and $202,500,000, with respect to the Stone Point Funds

Closing and Effective Time

The closing of the Merger will take place no later than the third (3rd) business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to the closing of the Merger (as described in the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page [●] of this Proxy Statement), other than conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or, to the extent not prohibited by law, waiver of such conditions at the closing of the Merger.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

U.S. Federal Income Tax Consequences of the Merger

The following is a summary of the U.S. federal income tax consequences of the Merger to holders of CoreLogic Common Stock whose shares of CoreLogic Common Stock are converted into the right to receive cash pursuant to the Merger. This discussion is based upon the Code, Treasury Regulations promulgated under the Code, court decisions, published positions of the Internal Revenue Service (the “IRS”) and other applicable authorities, all as in effect on the date of this Proxy Statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares of CoreLogic Common Stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes). For purposes of this discussion, a “holder” means either a U.S. Holder (as defined below) or a Non-U.S. Holder (as defined below) or both, as the context may require.

This discussion is for general information only and does not address all of the tax consequences that may be relevant to holders in light of their particular circumstances, nor does it address any consequences to stockholders subject to special treatment under the U.S. federal income tax laws, such as tax-exempt entities, S corporations, partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) and partners therein, financial institutions, insurance companies, dealers in securities, traders in securities who elect to apply a mark-to-market method of accounting, regulated investment companies, real estate investment trusts, persons who are subject to the alternative minimum tax, certain former citizens or long-term residents of the United States, persons who actually or constructively own 5% of more of CoreLogic Common Stock, persons who acquire their shares of CoreLogic Common Stock pursuant to the exercise of employee stock options or otherwise as compensation, persons who hold their shares of CoreLogic Common Stock as part of a straddle, hedge, conversion, constructive sale, synthetic security, integrated investment or other risk-reduction transaction for U.S. federal income tax purposes, and persons whose functional currency is not the U.S. dollars. This discussion does not address any U.S. federal estate, gift or other non-income tax consequences or any state, local or non-U.S. tax consequences, or the consequences of the Medicare tax on net investment income. If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of CoreLogic Common Stock, the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding shares of CoreLogic Common Stock and partners therein should consult their own tax advisors regarding the consequences of the Merger to their particular circumstances.

No ruling has been or will be sought from the IRS regarding the U.S. federal income tax consequences of the Merger described herein. This summary is not binding on the IRS or a court, and there can be no assurance

 

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that the tax consequences described in this summary will not be challenged by the IRS or that they would be sustained by a court if so challenged.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATION ONLY. HOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, FOREIGN OR OTHER TAX LAWS.

U.S. Holders

For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of CoreLogic Common Stock who is, for U.S. federal income tax purposes:

 

   

an individual who is a citizen or resident of the United States;

 

   

a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

 

   

an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or

 

   

a trust (i) that is subject to the primary supervision of a court within the United States and the control of one or more United States persons as defined in section 7701(a)(30) of the Code or (ii) that has a valid election in effect under applicable Treasury Regulations to be treated as a United States person as defined in section 7701(a)(30) of the Code.

The receipt of cash by a U.S. Holder in exchange for shares of CoreLogic Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. A U.S. Holder’s adjusted tax basis will generally equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one (1) year at the time of the Merger. A reduced tax rate on capital gain will generally apply to long-term capital gain of a non-corporate U.S. Holder. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares of CoreLogic Common Stock who is neither a U.S. Holder nor a partnership for U.S. federal income tax purposes.

Special rules not discussed below may apply to certain Non-U.S. Holders subject to special tax treatment, such as “controlled foreign corporations” or “passive foreign investment companies.” Non-U.S. Holders should consult their tax advisors to determine the U.S. federal, state, local and non-U.S. tax consequences that may be relevant to them in light of their particular circumstances.

Any gain realized by a Non-U.S. Holder pursuant to the Merger will generally not be subject to U.S. federal income tax unless:

 

   

the gain is effectively connected with a trade or business of such Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment maintained by such Non-U.S. Holder in the United States), in which case such gain will generally be subject to U.S. federal income tax at rates generally applicable to a United States person as defined under the Code, and, if the Non-U.S. Holder is a corporation, such gain may also be subject to an additional branch profits tax at a rate of thirty percent (30%) (or a lower rate under an applicable tax treaty); or

 

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such Non-U.S. Holder is an individual who is present in the United States for one hundred eighty-three (183) days or more in the taxable year of the Merger, and certain other specified conditions are met, in which case such gain will be subject to U.S. federal income tax at a rate of thirty percent (30%) (or a lower rate under an applicable tax treaty).

Information Reporting and Backup Withholding

Information reporting and backup withholding (currently, at a rate of 24%) may apply to the proceeds received by a holder pursuant to the Merger. Backup withholding generally will not apply to (i) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that such U.S. Holder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (ii) a Non-U.S. Holder that provides a certification of such Non-U.S. Holder’s foreign status on the appropriate series of IRS Form W-8 (or a substitute or successor form) or otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against the holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

Holders of CoreLogic Common Stock should consult their own tax advisors regarding the tax consequences of the Merger to their particular circumstances, including the applicability and effect of any state, local, foreign or other tax laws.

Regulatory Approvals Required for the Merger

Under the Merger Agreement, the Merger cannot be consummated until the applicable waiting period under the HSR Act, has expired or been terminated and approvals, consents, waivers or clearances under foreign investment laws have been obtained in Australia and New Zealand. CoreLogic made the filings required under the HSR Act on February 18, 2021, in New Zealand on February 22, 2021 and in Australia on February 24, 2021.

HSR Act and U.S. Antitrust Matters

Under the HSR Act and the rules promulgated thereunder by the U.S. Federal Trade Commission (the “FTC”), the Merger cannot be consummated until CoreLogic and Parent each file a notification and report form with the FTC and the Antitrust Division of the U.S. Department of Justice (the “DOJ”) under the HSR Act and the applicable waiting period has expired or been terminated. A transaction notifiable under the HSR Act may not be consummated until the expiration of a thirty (30) calendar day waiting period following the parties’ filing of their respective HSR Act notification forms, unless extended by a request for additional information or the waiting period is terminated earlier. CoreLogic made the filings required under the HSR Act on February 18, 2021.

At any time before or after consummation of the Merger, notwithstanding the termination of the waiting period under the HSR Act, the Antitrust Division of the DOJ or the FTC could take such action under the antitrust laws as either deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. At any time before or after the completion of the Merger, and notwithstanding the termination of the waiting period under the Act, any state could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

Foreign Investment Laws

Consummation of the Merger is conditioned on approval under, or filing of notices pursuant to, the foreign investment laws of Australia and New Zealand.

 

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Under the Australian Foreign Acquisitions and Takeovers Act 1975, the Merger cannot be consummated until Parent obtains approval from the Australian Treasurer. A transaction notifiable to Foreign Investment Review Board may not be consummated until the expiration of a thirty (30) calendar day waiting period following Parent’s filing (subject to extension). In practice, approval is estimated to take up to four (4) months. A notification was submitted to the Australian Foreign Investment Review Board for the purpose of seeking this approval on February, 24 2021.

Under the New Zealand Overseas Investment Act 2005 and the Overseas Investment Regulations 2005, the Merger cannot be consummated until Parent obtains approval from the Overseas Investment Office in New Zealand. The filing was submitted to the New Zealand Overseas Investment Office on February, 22 2021. Approval is expected within ten (10) business days from when the application was filed.

One or more governmental agencies may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary approvals and consents. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained and there may be a substantial period of time between the CoreLogic Stockholder Approval and the consummation of the Merger.

Although it is expected that all required regulatory clearances and approvals will be obtained, there are no assurances that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the consummation of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement.

Legal Proceedings Regarding the Merger

As of the date of this Proxy Statement, there are no pending lawsuits challenging the Merger. However, potential plaintiffs may file lawsuits challenging the Merger. The outcome of any future litigation is uncertain. Such litigation, if not resolved, could prevent or delay consummation of the Merger and result in substantial costs to CoreLogic, including any costs associated with the indemnification of directors and officers. One of the conditions to the consummation of the Merger is that no governmental authority (i) of competent jurisdiction in any jurisdiction in which CoreLogic, Parent or any of their respective affiliates have material business operations shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger or (ii) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger if the effect of violating such law or order would impose, or would reasonably be expected to impose, criminal penalties upon Parent, Acquisition Sub or CoreLogic or any of its subsidiaries (the “Legal Restraints Condition”). Therefore, if a plaintiff were successful in obtaining an injunction prohibiting the consummation of the Merger on the agreed-upon terms, then such injunction may prevent the Merger from being consummated, or from being consummated within the expected time frame.

TERMS OF THE MERGER AGREEMENT

The discussion of the terms of the Merger Agreement in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated into this Proxy Statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

 

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Explanatory Note Regarding the Merger Agreement

The following description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Annex A hereto. The Merger Agreement has been included to provide investors with information regarding its terms. It is not intended to provide any other factual information about CoreLogic, Parent, Acquisition Sub, the Insight Funds and the Stone Point Funds or their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made only for purposes of the Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the Merger Agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk among the parties to the Merger Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be reflected in CoreLogic’s public disclosures. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding CoreLogic and its business. Please see the section entitled “Where You Can Find More Information” beginning on page [●] of this Proxy Statement.

Effects of the Merger

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement, and in accordance with the DGCL, at the Effective Time, Acquisition Sub shall be merged with and into CoreLogic, whereupon the separate existence of Acquisition Sub shall cease, and CoreLogic shall continue under the name “CoreLogic, Inc.” as the Surviving Corporation and shall continue to be governed by the laws of Delaware.

Closing and Effective Time

The closing of the Merger will take place no later than the third (3rd) business day following the satisfaction or waiver in accordance with the Merger Agreement of all of the conditions to the closing of the Merger (as described in the section entitled “Terms of the Merger Agreement—Conditions to the Closing of the Merger” beginning on page [●] of this Proxy Statement), other than conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or, to the extent not prohibited by law, waiver of such conditions at the closing of the Merger, provided that if the twelve (12) business day period, commencing on March 6, 2021 or such later date that CoreLogic delivers to Parent certain required financial information, during which JP Morgan and, if applicable, the other underwriters, will seek to offer and sell or privately place the notes contemplated by the Debt Commitment Letter (the “Marketing Period”), has not ended as of such date, the closing of the Merger will occur on the earlier of (i) a date during the Marketing Period specified by Parent in writing on no fewer than two (2) business days’ notice to CoreLogic and (ii) the third (3rd) business day immediately following the last day of the Marketing Period. Concurrently with the closing of the Merger, the parties will file a certificate of Merger with the Secretary of State for the State of Delaware as provided under the DGCL.

Directors and Officers; Certificate of Incorporation; Bylaws

The Merger Agreement provides that the board of directors of the Surviving Corporation effective as of, and immediately following, the Effective Time shall consist of the members of the board of directors of Acquisition Sub immediately prior to the Effective Time, each to hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors shall have been duly elected, designated and qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the Surviving Corporation.

 

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At the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall be amended and restated to be identical to the certificate of incorporation and bylaws of Acquisition Sub, until thereafter amended in accordance with the applicable provisions of the certificate of incorporation and bylaws of the Surviving Corporation and the DGCL, except that (i) in each case, the name of the Surviving Corporation shall be CoreLogic, Inc. and (ii) the indemnity provisions shall be the same as those under CoreLogic’s certificate of incorporation and bylaws, respectively, in each case as in effect as of the date of the Merger Agreement.

Merger Consideration

Common Stock

Upon the consummation of the Merger, each share of CoreLogic Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares held by CoreLogic or any subsidiary of CoreLogic (including shares held as treasury stock), (ii) shares held, directly or indirectly, by Parent or Acquisition Sub, which will be cancelled and retired for no consideration, and (iii) any Dissenting Shares) will be converted into the Merger Consideration.

Outstanding Company Equity Awards

The Merger Agreement provides that CoreLogic’s equity awards and long-term incentive plan awards that are outstanding immediately prior to the Effective Time will be subject to the following treatment as of the Effective Time:

 

   

Company Options. Each Company Option, whether or not vested, that is outstanding immediately prior to the Effective Time will automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (a) the Merger Consideration over (b) the per-share exercise price for such Company Option multiplied by (ii) the total number of shares of CoreLogic Common Stock underlying such Company Option. If the exercise price per share of CoreLogic Common Stock of such Company Option is equal to or greater than the Merger Consideration, such CoreLogic Option shall be cancelled without any cash payment or other consideration being made in respect thereof.

 

   

Company RSUs. Each Company RSU granted prior to February 4, 2021 will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of CoreLogic Common Stock underlying such Company RSU (including any shares of CoreLogic Common Stock in respect of dividend equivalent units credited thereon) multiplied by (ii) the Merger Consideration.

 

   

Company PSUs. Each Company PSU granted prior to February 4, 2021 will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of CoreLogic Common Stock underlying such Company PSU (including any shares of CoreLogic Common Stock in respect of dividend equivalent units credited thereon) with performance measured in accordance with the terms of the applicable governing documents (i.e., for those Company PSUs that vest based in part on the attainment of earnings per share metrics, based on the attainment of the applicable performance metrics at the greater of the target or actual level of performance, and for each other Company PSU, based on attainment of the applicable performance metrics at the target level of performance), as determined by the Board or a committee thereof after consultation with Parent prior to the Effective Time multiplied by (ii) the Merger Consideration.

CoreLogic may continue to make annual equity award grants in the ordinary course of business consistent with past practice to its non-employee directors prior to the completion of the Merger (irrespective of whether or

 

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not there is an annual shareholder meeting in the applicable year). Such non-employee director equity awards will be subject to the same treatment that applies to CoreLogic equity awards generally, as described above.

CoreLogic may continue to make annual equity award grants to its employees in the ordinary course of business consistent with past practice prior to the completion of the Merger (the “2021 Employee Annual Equity Awards”). The aggregate grant date fair value of such awards may not exceed an amount equal to $22.8 million. Notwithstanding the treatment of CoreLogic equity awards in the Merger Agreement, as described above, as of the Effective Time, each 2021 Employee Annual Equity Award will vest on a prorated basis (with Company PSUs vesting at the target level of performance), with the proration equal to a fraction, the numerator of which is the number of months from January 1, 2021 to the date of closing and the denominator of which is thirty-six. The resulting prorated number of shares of CoreLogic Common Stock in respect of 2021 Employee Annual Equity Awards will be converted into the Merger Consideration as described above, and the portion of the 2021 Employee Annual Equity Awards that do not vest in accordance with the proration described in the prior sentence will be cancelled without consideration.

CoreLogic may continue to make equity award grants in the ordinary course of business consistent with past practice to new hires and employees who are promoted in the ordinary course of business who, in each case, have an annual base salary of less than $350,000, with a maximum grant date fair value not to exceed $300,000 for each employee and a total aggregate grant date fair value not to exceed $5 million. Each award granted to a new hire and in connection with a promotion will be subject to the proration and forfeiture provisions that are applicable to 2021 Employee Annual Equity Awards, as described above.

Company ESPP

The Merger Agreement provides that as soon as practicable following the date of the Merger Agreement, CoreLogic take all actions as may be required to provide that (i) the current offering period under the Company ESPP will be the final offering period and no further offering period will commence pursuant to the Company ESPP after the date hereof, and (ii) except to the extent necessary to maintain the status of the Company ESPP as an “employee stock purchase plan” within the meaning of Section 423 of the Code, each individual participating in the final offering period as of the date of the Merger Agreement will not be permitted to (i) increase his or her payroll contribution rate pursuant to the Company ESPP from the rate in effect when the final offering period commenced or (ii) make separate non-payroll contributions to the Company ESPP on or following the date of the Merger Agreement. Prior to the Effective Time, CoreLogic will take all actions that may be necessary to (x) cause the final offering period, to the extent that it would otherwise be outstanding at the Effective Time, to be terminated no later than ten (10) business days prior to the date on which the Effective Time occurs; (y) make any pro rata adjustments that may be necessary to reflect the final offering period, but otherwise treat the final offering period as a fully effective and completed offering period for all purposes pursuant to the Company ESPP; and (z) cause the exercise (as of no later than ten (10) business days prior to the date on which the Effective Time occurs) of each outstanding purchase right pursuant to the Company ESPP. On such exercise date, CoreLogic will apply the funds credited as of such date pursuant to the Company ESPP within each participant’s payroll withholding account to the purchase of whole shares of CoreLogic Common Stock in accordance with the terms of the Company ESPP, and such shares of CoreLogic Common Stock shall be entitled to the Merger Consideration. Immediately prior to and effective as of the Effective Time (but subject to the consummation of the Merger), CoreLogic will terminate the Company ESPP.

Exchange and Payment Procedures

No later than ten (10) days prior to the Effective Time, Parent shall, at its sole cost and expense, designate a reputable bank or trust company (the “Paying Agent”) to make payments of the Merger Consideration to stockholders. Prior to the Effective Time, Parent will deposit, or cause to be deposited with the Paying Agent, cash constituting an amount equal to the aggregate Merger Consideration.

 

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Upon surrender of a certificate (or affidavit of loss in lieu thereof) or book-entry evidence for cancellation to the Paying Agent, together with, in the case of certificates and book-entry evidence not held through The Depository Trust Company, a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, or, in the case of book-entry evidence held through The Depository Trust Company, receipt of an “agent’s message” by the Paying Agent, and such other documents as may be required pursuant to such instructions, the holder of such certificate or book-entry evidence shall be entitled to receive in exchange therefor the Merger Consideration for each share of CoreLogic Common Stock formerly represented by such certificate or book-entry evidence upon the later to occur of (i) the Effective Time or (ii) the Paying Agent’s receipt of such certificate (or affidavit of loss in lieu thereof), book-entry evidence or “agent’s message,” and the certificate (or affidavit of loss in lieu thereof) or book-entry evidence so surrendered shall be forthwith cancelled. The Paying Agent agreement shall provide that the Paying Agent shall accept such certificates (or affidavits of loss in lieu thereof) or Book-Entry Evidence upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the certificates or book-entry evidence on the Merger Consideration payable upon the surrender of the certificates or book-entry evidence.

Any portion of the exchange fund which remains undistributed to the holders of the certificates or book-entry Evidence for one (1) year after the Effective Time shall be delivered to the Surviving Corporation, upon written demand, and any such holders prior to the Merger who have not theretofore complied with the exchange procedures in the Merger Agreement shall thereafter look only to the Surviving Corporation as a general creditor thereof for payment of their claims for Merger Consideration (without any interest thereon) in respect thereof, subject to abandoned property, escheat or similar Law.

The letter of transmittal will include instructions if a stockholder has lost a share certificate or if such certificate has been stolen or destroyed. If any certificate shall have been lost, stolen or destroyed, then upon the making of an affidavit, in form and substance reasonably acceptable to Parent and CoreLogic, of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation, the posting by such person of a bond, in such reasonable and customary amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed certificate, the Merger Consideration to which the holder thereof is entitled pursuant to the exchange procedures in the Merger Agreement.

These procedures will be described in the letter of transmittal that you will receive, which you should read carefully in its entirety.

Representations and Warranties

The Merger Agreement contains representations and warranties of CoreLogic, Parent and Acquisition Sub.

Certain of the representations and warranties in the Merger Agreement made by CoreLogic are qualified by knowledge and/or “materiality” qualifications or a “Company Material Adverse Effect” clause. For purposes of the Merger Agreement, “Company Material Adverse Effect” means, with respect to CoreLogic, any condition, fact, occurrence, development, change, event, effect or circumstance which, individually or in the aggregate, has resulted in or would reasonably be expected to result in a material adverse effect on the assets, properties, liabilities, operations, business, financial condition or results of operations of CoreLogic and its subsidiaries, taken as a whole. Conditions, facts, occurrences, developments, changes, events, effects or circumstances, to the extent they directly or indirectly relate to or result from the following, shall be excluded from the determination of Company Material Adverse Effect:

 

   

any condition, fact, occurrence, development, change, event, effect or circumstance generally affecting any of the industries or markets in which CoreLogic or its subsidiaries operate;

 

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any change in any law or U.S. generally accepted accounting principles (“GAAP”) (or changes in interpretations of any law or GAAP) and, to the extent relevant to the business of CoreLogic and its subsidiaries, in any legal or regulatory requirement or condition or the regulatory enforcement environment;

 

   

general economic, regulatory or political conditions (or changes therein) or conditions (or changes therein or disruptions thereof) in the financial, credit, banking or securities markets (including changes in interest or currency exchange rates) in any country or region in which CoreLogic or its subsidiaries conduct business;

 

   

any acts of God, natural disasters, force majeure events, terrorism, sabotage, armed hostilities, declared or undeclared acts of war, epidemics, pandemics or disease outbreaks (including, for the avoidance of doubt, COVID-19 or any law, directive, guidelines or recommendations promulgated by any governmental authority in response to COVID-19 (the “COVID Measures”)), or any escalation or worsening of any of the foregoing;

 

   

the negotiation, execution, announcement, consummation or existence of the Merger Agreement or the transactions contemplated thereby, including by reason of the identity of Parent or any communication by Parent or its subsidiaries regarding the plans or intentions of Parent with respect to the conduct of the business or the operations or strategy of CoreLogic or any of its subsidiaries and including the impact of any of the foregoing on any relationships (contractual or otherwise) with customers, suppliers, landlords, vendors, collaboration or joint venture partners, employees or regulators;

 

   

any action taken that is expressly required by the terms of the Merger Agreement or with the prior written consent or at the written direction of Parent or Acquisition Sub;

 

   

any changes in the market price or trading volume of CoreLogic Common Stock, any failure by CoreLogic or its subsidiaries to meet internal, analysts’ or other earnings estimates or financial projections or forecasts for any period, any changes in credit ratings and any changes in any analysts’ recommendations or ratings with respect to CoreLogic or any of its subsidiaries; and

 

   

the changes to the composition of CoreLogic’s board of directors as a result of the November 17, 2020 Special Meeting of CoreLogic’s stockholders; and

 

   

any changes to the composition of CoreLogic’s board of directors as a result of the proposed solicitation of written consents of CoreLogic’s stockholders publicly announced by Senator, Cannae and their respective affiliates on November 23, 2020.

However, in the case of the first four (4) exclusions above, such matters will be taken into account to the extent (and only to the extent) that any condition, fact, occurrence, development, change, event, effect or circumstance has a disproportionate impact on CoreLogic and its subsidiaries, taken as a whole, as compared to other participants in the industry in which CoreLogic and its subsidiaries operate.

In addition, for purposes of the Merger Agreement, “Parent Material Adverse Effect” means any change, event, effect or circumstance which, individually or in the aggregate has prevented or materially delayed or materially impaired or would reasonably be expected to prevent or materially delay or materially impair, the ability of Parent to consummate the Merger and the other transactions contemplated by the Merger Agreement.

In the Merger Agreement, CoreLogic has made customary representations and warranties to Parent and Acquisition Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement or in CoreLogic’s disclosure letter to the Merger Agreement delivered in connection therewith. These representations and warranties relate to, among other things:

 

   

due organization, good standing and authority and qualification to conduct business with respect to CoreLogic and its subsidiaries;

 

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capital structure of CoreLogic, CoreLogic’s ownership of its subsidiaries, CoreLogic’s and its subsidiaries’ non-ownership of equity or debt interests other than of subsidiaries of CoreLogic;

 

   

CoreLogic’s corporate authority to enter into, perform its covenants and obligations under, and consummate the transactions contemplated by, the Merger Agreement and the enforceability of the Merger Agreement;

 

   

subject to the ability to make an Adverse Recommendation Change (as defined below), the approval of, and recommendation by, the Board in favor of the proposal to adopt the Merger Agreement;

 

   

the absence of conflicts with laws, CoreLogic’s organizational documents and CoreLogic’s contracts;

 

   

required consents and regulatory filings and approvals (including pursuant to U.S. and foreign antitrust laws) in connection with the Merger Agreement;

 

   

CoreLogic’s possession of necessary permits and CoreLogic’s compliance with laws (including, but not limited to, anti-corruption laws and international trade laws);

 

   

the accuracy of CoreLogic’s SEC filings and financial statements;

 

   

the accuracy of the information supplied by or on behalf of CoreLogic or any of its subsidiaries for inclusion in this Proxy Statement;

 

   

CoreLogic’s disclosure controls and procedures;

 

   

the conduct of business of CoreLogic and its subsidiaries in the ordinary course and the absence of any adverse change, event, effect or circumstance that has had a Company Material Adverse Effect, in each case, since January 1, 2020;

 

   

the absence of specified undisclosed liabilities of CoreLogic and its subsidiaries;

 

   

the absence of actions or other legal proceedings relating to CoreLogic and its subsidiaries;

 

   

CoreLogic’s employee benefit plans;

 

   

certain labor matters;

 

   

intellectual property rights (including privacy, data protection and other cybersecurity matters);

 

   

the filing of tax returns, the payment of taxes and certain other tax matters related to CoreLogic and its subsidiaries;

 

   

the existence and enforceability of, and compliance with, specified categories of CoreLogic’s material contracts;

 

   

certain real property matters;

 

   

environmental matters;

 

   

votes of CoreLogic stockholders required in connection with the Merger Agreement;

 

   

payment of fees to brokers in connection with the Merger Agreement;

 

   

certain insurance matters;

 

   

the inapplicability of anti-takeover statutes to the Merger;

 

   

the inapplicability of CoreLogic’s stockholder rights plan to the transactions contemplated by the Merger Agreement;

 

   

the absence of certain affiliate party transactions; and

 

   

the acknowledgment by Parent of the absence of any other representations and warranties of CoreLogic, other than as set forth in the Merger Agreement.

 

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In the Merger Agreement, Parent and Acquisition Sub have made customary representations and warranties to CoreLogic that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

 

   

due organization, good standing and authority and qualification to conduct business with respect to Parent and Acquisition Sub;

 

   

authority to enter into, perform their covenants and obligations under, and consummate the transactions contemplated by, the Merger Agreement and enforceability of the Merger Agreement;

 

   

the absence of conflicts with laws, Parent’s or Acquisition Sub’s organizational documents and Parent’s or Acquisition Sub’s contracts;

 

   

required consents, regulatory filings and approvals (including pursuant to U.S. and foreign antitrust laws) in connection with the Merger Agreement;

 

   

the absence of actions or other legal proceedings related to Parent, Acquisition Sub or any of their subsidiaries;

 

   

the absence of other agreements relating to the Merger;

 

   

the accuracy of the information supplied by or on behalf of Parent or any of its subsidiaries for inclusion in this Proxy Statement;

 

   

matters with respect to Parent’s financing and sufficiency of funds;

 

   

Parent’s delivery to CoreLogic of fully executed guarantees pursuant to the terms of the Merger Agreement;

 

   

Parent’s ownership of Acquisition Sub and the capital structure of Acquisition Sub;

 

   

Parent’s and Acquisition Sub’s investment intention with respect to CoreLogic;

 

   

payment of fees to brokers in connection with the Merger Agreement;

 

   

solvency of Parent and the Surviving Corporation following the consummation of the Merger and the transactions contemplated by the Merger Agreement;

 

   

ownership of CoreLogic Common Stock;

 

   

the absence of agreements or obligations or understandings between Parent or Acquisition Sub or any of their affiliates, on the one hand, and any member of CoreLogic’s management or the Board, on the other hand, relating in any way to CoreLogic (including relating to compensation and retention of CoreLogic’s management), the transactions contemplated by the Merger Agreement or the operations of CoreLogic after the Effective Time; and

 

   

the acknowledgment by CoreLogic of the absence of any other representations and warranties of Parent and Acquisition Sub, other than as set forth in the Merger Agreement.

None of the representations and warranties contained in the Merger Agreement survive the consummation of the Merger.

Conduct of Business Pending the Merger

The Merger Agreement provides that, prior to the Effective Time, except as (i) may be required by applicable law; (ii) CoreLogic determines, in good faith, may be necessary or advisable in accordance with the COVID Measures or otherwise in response to COVID-19; (iii) may be consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed); (iv) may be expressly required or expressly contemplated pursuant to the Merger Agreement; or (v) set forth in CoreLogic’s disclosure letter, (x) CoreLogic shall use its reasonable best efforts to conduct the business of CoreLogic and its subsidiaries in the ordinary

 

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course of business, and to the extent consistent therewith, CoreLogic shall use its reasonable best efforts to preserve in all material respects its present relationships with key customers, suppliers, employees and other persons with which it has material business relations and (y) CoreLogic will not, and will not permit any of its subsidiaries to, subject in each case to specified exceptions:

 

   

amend its or any of its subsidiaries’ organizational documents;

 

   

split, combine, reclassify, redeem, repurchase or otherwise acquire or amend the terms of any capital stock or other equity interests or rights;

 

   

issue, sell, pledge, dispose of, encumber or grant any shares of its or any of its subsidiaries’ capital stock or other equity interests, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of the capital stock or other equity interests of CoreLogic or its subsidiaries;

 

   

establish a record date for, authorize, declare, pay or make any dividends or other distributions, payable in cash, stock, property or otherwise, with respect to CoreLogic’s or any of its subsidiaries’ capital stock or other equity interests, except that, on January 29, 2021, the Board declared a quarterly cash dividend of $0.33 per share of CoreLogic Common Stock, which the CoreLogic will pay on March 15, 2021 to stockholders of record on the close of business on March 1, 2021

 

   

increase the compensation payable or to become payable or benefits provided or to be provided to any current or former director, officer or employee of CoreLogic or any of its subsidiaries;

 

   

establish, adopt, enter into or materially amend any CoreLogic benefit plan;

 

   

enter into any collective bargaining agreement with any labor union;

 

   

take any action to accelerate the vesting or payment date of any compensation or benefits, or the funding of any compensation or benefits, payable, provided or to become payable or provided under a CoreLogic benefit plan;

 

   

hire, terminate (other than for “cause”), furlough or temporarily lay off any employee who is or upon hiring will become a Section 16 Officer (as defined in the Merger Agreement);

 

   

grant, commit to grant, confer or award any CoreLogic equity awards;

 

   

acquire any corporation, partnership, limited liability company, other business organization or any division or material amount of assets thereof for a purchase price in excess of $10 million in value or $50 million in the aggregate;

 

   

incur, issue, or amend in any material respect the terms of, any indebtedness for borrowed money, or assume, guarantee or otherwise become liable for any indebtedness for any person, in each case, greater than $2.5 million

 

   

enter into, modify, amend, cancel or terminate any material contract of CoreLogic;

 

   

make any change to its methods of accounting in effect at December 31, 2020;

 

   

adopt or enter into a plan of complete or partial liquidation, dissolution, recapitalization or other reorganization;

 

   

settle, release, waive or compromise any pending material litigation involving CoreLogic;

 

   

sell, assign, license, abandon, transfer or otherwise dispose of any material CoreLogic intellectual property rights;

 

   

incur or commit to incur any capital expenditures, or any obligations or liabilities in connection therewith that, individually or in the aggregate, are in excess of $10 million, other than (i) any capital expenditure (or series of related capital expenditures) consistent in all material respects with CoreLogic’s annual capital expenditure budget for the periods following the date of the Merger Agreement, as provided to Parent prior to the date of the Merger Agreement or (ii) with respect to capitalized data or capitalized internal labor in the ordinary course consistent with past practice;

 

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make, change, revoke, rescind, or otherwise modify any material tax election; materially amend or otherwise materially modify any material tax return; adopt, change, or otherwise modify any tax accounting period or any material tax accounting method; or settle, consent to, or compromise (in whole or in part) any material claim, liability, assessment, audit, examination, proceeding, or other litigation related to income or other material taxes;

 

   

sell, transfer or assign to any third party any material line of business of CoreLogic and its Subsidiaries, taken as a whole; or

 

   

enter into agreements to do any of the foregoing.

Restrictions on Solicitations of Other Offers

In the Merger Agreement, CoreLogic agreed that it will, and will cause its subsidiaries and each of its and their respective directors and officers to, and will instruct and use its reasonable best efforts to cause its other representatives to, after the date of the Merger Agreement:

 

   

immediately cease and cause to be terminated any existing solicitation of, or discussions or negotiations with, any third party relating to any Competing Proposal or any inquiry, discussion or request that would reasonably be expected to lead to a Competing Proposal; and

 

   

promptly (within two (2) Business Days of the date thereof) request in writing the prompt return or destruction of all confidential information previously furnished to any third party or its representatives.

Until the Effective Time, except as otherwise expressly provided in the Merger Agreement, CoreLogic agreed that it will not, and shall cause its subsidiaries and each of its and their respective directors and officers not to, and shall instruct and use its reasonable best efforts to cause its other representatives not to:

 

   

initiate, solicit, propose, knowingly facilitate or knowingly encourage the making of any Competing Proposal or any inquiry or proposal that constitutes or would reasonably be expected to lead to a Competing Proposal;

 

   

participate or engage in negotiations or discussions with, or furnish any nonpublic information to, any person relating to a Competing Proposal or any inquiry, proposal or request that constitutes or would reasonably be expected to lead to a Competing Proposal;

 

   

grant access to the properties, books, records or personnel of CoreLogic or its subsidiaries to any person relating to any Competing Proposal or any inquiry or proposal that constitutes or would reasonably be expected to lead to a Competing Proposal;

 

   

grant any waiver, amendment or release of any third party under any standstill or confidentiality agreement; or

 

   

approve, endorse, recommend, or execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement or contract relating to a Competing Proposal or any proposal or offer that constitutes or would reasonably be expected to lead to a Competing Proposal.

In addition, until the Effective Time, except as otherwise expressly provided in the Merger Agreement, CoreLogic agreed to:

 

   

as promptly as reasonably practicable, and in any event within one (1) calendar day of receipt by CoreLogic or any of its representatives of any Competing Proposal or any inquiry, proposal or request that constitutes or would reasonably be expected to lead to any Competing Proposal, deliver to Parent a written notice setting forth: (i) the identity of the third party making such Competing Proposal or inquiry, proposal or request and (ii) the material terms and conditions of any such Competing Proposal or such inquiry, proposal or request; and

 

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keep Parent reasonably informed of the status and any material amendment or modification of any such Competing Proposal, inquiry, proposal or request on a prompt basis, and the status of any discussions or negotiations, and in any event within one (1) calendar day following CoreLogic’s receipt in writing of such an amendment or modification.

Notwithstanding anything to the contrary in the Merger Agreement, at any time prior to obtaining the CoreLogic Stockholder Approval at the Special Meeting, in the event that CoreLogic receives a bona fide, unsolicited Competing Proposal from any person which did not result from a material breach of the relevant terms of the Merger Agreement, (i) CoreLogic and its representatives may contact such person to clarify the terms and conditions thereof and (ii) CoreLogic and its board of directors and their respective representatives may engage in negotiations or discussions with, or furnish any information and other access to, any person making such Competing Proposal and its representatives or potential sources of financing if the CoreLogic’s board of directors determines in good faith (after consultation with its outside legal counsel and financial advisors) that such Competing Proposal either constitutes a Superior Proposal or would reasonably be expected to result in a Superior Proposal; provided that (i) prior to furnishing any material nonpublic information concerning CoreLogic or its subsidiaries, CoreLogic receives from such person, to the extent such person is not already subject to a confidentiality agreement with CoreLogic, an executed confidentiality agreement with such person containing confidentiality terms that are not materially less favorable in the aggregate to CoreLogic than those contained in the confidentiality agreement with Parent and (ii) any such material nonpublic information so furnished in writing shall be promptly made available to Parent to the extent it was not previously made available to Parent or its representatives.

For purposes of the Merger Agreement:

 

   

a “Competing Proposal” is any bona fide written proposal or offer made by any person (other than Parent, Acquisition Sub or any of their respective affiliates) or group of persons (x) to purchase or otherwise acquire, directly or indirectly, in one transaction or a series of transactions, (i) beneficial ownership of more than twenty percent (20%) of the total outstanding equity securities of CoreLogic (by vote or value) pursuant to a merger, consolidation or other business combination, sale of shares of capital stock, tender offer (including a self-tender offer), exchange offer, liquidation, dissolution or similar transaction or (ii) any one or more assets or businesses of CoreLogic and its subsidiaries that constitute more than twenty percent (20%) of the revenues, earnings or assets of CoreLogic and its subsidiaries, taken as a whole, (y) with respect to the issuance, sale or other disposition, directly or indirectly, to any person (other than Parent, Acquisition Sub or any of their respective affiliates) or group of persons, of securities (or options, rights, or warrants to purchase, or securities convertible into or exchangeable for, such securities) representing more than 20% of the voting power of CoreLogic, or (z) with respect to any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or other transaction involving CoreLogic or its subsidiaries pursuant to which any person or group of persons would have beneficial ownership of securities representing more than 20% of the total outstanding equity securities of CoreLogic (by vote or value) after giving effect to the consummation of such transaction; and

 

   

a “Superior Proposal” is a Competing Proposal (with all percentages in the definition of Competing Proposal increased to fifty percent (50%)) made by a third party that the Board has determined in good faith, after consultation with its outside legal counsel and financial advisors and considering all legal, regulatory and financing aspects of such Competing Proposal as the Board considers to be appropriate (including the identity of the third party), is reasonably likely to be consummated in accordance with its terms, and if consummated would be more favorable, from a financial point of view, to CoreLogic’s stockholders than the transactions contemplated by the Merger Agreement.

Alternative Acquisition Agreements

Notwithstanding anything in the Merger Agreement to the contrary, but subject to CoreLogic’s compliance with the relevant sections of the Merger Agreement, at any time prior to receipt of the CoreLogic Stockholder

 

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Approval, the Board may, if CoreLogic has received a bona fide, unsolicited Competing Proposal which did not result from a material breach of the Merger Agreement and that is not withdrawn, and the Board has determined in good faith (after consultation with its outside legal counsel and financial advisors) that such Competing Proposal constitutes a Superior Proposal, terminate the Merger Agreement and pay the termination fee and substantially concurrently enter into an Alternative Acquisition Agreement with respect to such Competing Proposal that constitutes a Superior Proposal, if and only if, the Board has determined in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law and CoreLogic has complied in all material respects with the relevant sections of the Merger Agreement with respect to such Competing Proposal and the person making such Competing Proposal; provided, however, that no termination of the Merger Agreement pursuant to this provision of the Merger Agreement may be effected unless and until:

 

   

the fourth (4th) Business Day (the “Notice Period”) following Parent’s receipt of a written notice from CoreLogic advising Parent of the Board’s intent to terminate the Merger Agreement to accept a Superior Proposal (a “Notice of Superior Proposal”), which Notice of Superior Proposal shall specify the terms and conditions (and include the most current version of each proposed contract providing for such Superior Proposal, including any contract relating to financing) of any such Competing Proposal which the Board has concluded constitutes a Superior Proposal and the identity of the person making such Competing Proposal;

 

   

during the Notice Period, if requested by Parent, CoreLogic and its representatives shall negotiate with Parent and its representatives in good faith (to the extent Parent so desires to negotiate) to make adjustments to the terms and conditions of the Merger Agreement so that such Competing Proposal would cease to constitute a Superior Proposal; and

 

   

in determining whether to terminate the Merger Agreement the Board shall take into account any changes to the terms of the Merger Agreement timely proposed by Parent in response to a Notice of Superior Proposal during the Notice Period (as may be extended).

Any amendment to the financial terms or any other material amendment of such Superior Proposal requires a new notice thereof and CoreLogic will be required to comply again with the requirements described above in the previous paragraph (except that the four (4) business day period above will be a three (3) business day period).

Adverse Recommendation Changes

As described above, and subject to the provisions described below, the Board has made the recommendation that CoreLogic stockholders vote “FOR” the proposal to adopt the Merger Agreement (the “Company Recommendation”). The Merger Agreement provides that the Board will not effect an Adverse Recommendation Change (as defined below) except as described below.

Under the terms of the Merger Agreement, neither the Board nor any committee thereof may:

 

   

(i) withdraw, withhold, qualify or modify, or propose publicly or otherwise to withdraw, withhold, qualify or modify, in a manner adverse to Parent or Acquisition Sub, or fail to make, the Company Recommendation, (ii) adopt, approve or recommend, or propose publicly to adopt, approve or recommend, to CoreLogic’s stockholders, or otherwise declare advisable, any Competing Proposal, (iii) fail to publicly recommend against any Competing Proposal or fail to publicly reaffirm the Company Recommendation, in each case, within five (5) business days after Parent so requests in writing following a publicly announced Competing Proposal, (iv) fail to recommend against any Competing Proposal subject to Regulation 14D under the Exchange Act in a Solicitation/Recommendation Statement on Schedule 14D-9 within ten (10) business days after the commencement of such Competing Proposal or make any recommendation or public statement in connection with a tender or exchange offer that constitutes a Competing Proposal other than a recommendation against such offer or a “stop, look and listen” communication by CoreLogic’s board of directors or (v) fail to

 

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include the recommendation of CoreLogic’s board of directors in favor of approval and adoption of the Merger Agreement and the Merger in the Proxy Statement (any of the foregoing actions in this bullet being, an “Adverse Recommendation Change”); or

 

   

approve or recommend, or allow CoreLogic or any of its subsidiaries to execute, approve or enter into, any letter of intent, memorandum of understanding, agreement in principle, merger agreement, acquisition agreement or other similar agreement or contract relating to a Competing Proposal or any proposal or offer that constitutes or would reasonably be expected to lead to a Competing Proposal (other than a confidentiality agreement).

Notwithstanding anything in the Merger Agreement to the contrary, at any time prior to receipt of the CoreLogic Stockholder Approval, the Board may (i) make an Adverse Recommendation Change in response to an event, occurrence, change, effect, condition, development or state of facts or circumstances (other than related to a Competing Proposal or Superior Proposal, or any proposal which constitutes or would reasonably be expected to lead to a Competing Proposal or Superior Proposal) that was neither known to, nor reasonably foreseeable by, CoreLogic’s board of directors as of the date of the Merger Agreement (or if known, the consequences of which were not known or reasonably foreseeable to CoreLogic’s board of directors as of the date of the Merger Agreement) (an “Intervening Event), only if the Board has determined in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to take such action would reasonably be expected to be inconsistent with CoreLogic’s directors’ fiduciary duties under applicable Law or (ii) if CoreLogic has received a bona fide, unsolicited Competing Proposal which did not result from a material breach of the Merger Agreement and that is not withdrawn, and the Board has determined in good faith (after consultation with its outside legal counsel and financial advisors) that such Competing Proposal constitutes a Superior Proposal, make an Adverse Recommendation Change if and only if the Board has determined in good faith (after consultation with its outside legal counsel and financial advisors) that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable Law and CoreLogic has complied in all material respects with the relevant sections of the Merger Agreement with respect to such Competing Proposal and the person making such Competing Proposal; provided, however, that no Adverse Recommendation Change may be made unless and until:

 

   

the expiration of the Notice Period following Parent’s receipt of a written notice from CoreLogic advising Parent of CoreLogic’s board of directors’ intent to make an Adverse Recommendation Change (a “Notice of Adverse Recommendation”), which Notice of Adverse Recommendation shall specify in reasonable detail the applicable Intervening Event or Superior Proposal;

 

   

during the Notice Period, if requested by Parent, CoreLogic and its representatives shall negotiate with Parent and its representatives in good faith (to the extent Parent so desires to negotiate) to make adjustments to the terms and conditions of the Merger Agreement so that the failure to make an Adverse Recommendation Change in response to such Intervening Event would no longer be reasonably expected to be inconsistent with the fiduciary duties of the Board under applicable Law; and

 

   

in determining whether to make such Adverse Recommendation Change the Board shall take into account any changes to the terms of the Merger Agreement timely proposed by Parent in response to a Notice of Adverse Recommendation during the Notice Period (as may be extended).

Any amendment to the financial terms or any other material amendment of such Superior Proposal requires a new notice thereof and CoreLogic will be required to comply again with the requirements described above in the previous paragraph (except that the four (4) business day period above will be a three (3) business day period).

The Merger Agreement does not restrict CoreLogic from taking or disclosing a position contemplated by Rule 14d-9 or Rule 14e-2(a)(2) or (3) under the Exchange Act, or otherwise making disclosure to comply with any applicable law.

 

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Financing Efforts

Each of Parent and Acquisition Sub must use, and must cause its subsidiaries to use, reasonable best efforts to obtain the proceeds of the Financing, on the terms and conditions described in the Equity Commitment Letters and the Debt Commitment Letter (together with all related fee letters or other agreements, collectively, the “Debt Commitment Documents” and, together with the Equity Commitment Letters, collectively, the “Financing Commitments”), including using reasonable best efforts to:

 

   

comply with and maintain in full force and effect the Financing Commitments in accordance with the terms and subject to the conditions thereof;

 

   

enter into definitive agreements with respect to the Financing on the terms and conditions contained in the Financing Commitments on a timely basis, but in no event later than the closing of the Merger, or on such other terms and conditions not less favorable, in any material respect, to Parent and Acquisition Sub than those contained in the Financing Commitments (provided that such other terms, without the written consent of CoreLogic, will not, among other things, affect the conditionality, availability or amount of the Financing to the extent Parent would have insufficient cash to close the Merger);

 

   

satisfy on a timely basis all conditions to the extent within Parent’s, Acquisition Sub’s or their respective affiliates’ control and assist in the satisfaction of all other conditions in the Commitment Letter (and any definitive agreements entered into in connection with the Debt Commitment Documents);

 

   

to the extent exercisable by the debt financing sources under the Debt Commitment Documents, accept to the fullest extent set forth therein all “market-flex” contemplated by the Debt Commitment Documents; and

 

   

cause the debt financing sources party to the Debt Commitment Letter to fund the Debt Financing at or prior to the closing of the Merger, including by enforcing such person’s funding obligations by seeking specific performance (and the rights of Parent, Acquisition Sub and their affiliates) under the Debt Financing in the event of a breach by any such debt financing source that impedes or delays (or could reasonably be expected or delay) the closing of the Merger.

Neither Parent nor its affiliates may agree to any amendments, supplements or modifications to, obtain any replacement of, or grant any waivers of, any condition or other provision under the Debt Financing (other than pursuant to any “market-flex” provisions set forth in the Debt Commitment Documents) without the prior written consent of CoreLogic, if such amendments, supplements, replacements (including in connection with obtaining any Replacement Financing), waivers or modifications would (i) reduce the aggregate amount of the net proceeds of the Debt Financing (including by changing the amount of fees or other amounts to be paid (including original issue discount) with respect to the Debt Financing) such that Parent would not have sufficient cash proceeds to cash to close the Merger, (ii) impose new or additional conditions or contingencies or otherwise expand, amend or modify any of the conditions under the Commitment Letter, or (iii) otherwise expand, amend or modify any provisions of, or remedies under, the Debt Commitment Letter in a manner be adverse to Acquisition Sub (or its affiliates), or that otherwise in any such case would or would reasonably be expected to, (x) prevent, delay or make less likely the funding of the Debt Financing (or the satisfaction of the conditions to the Debt Financing) at the closing of the Merger or impair the ability of Parent or Acquisition Sub to consummate the Merger, (y) adversely impact the ability of Parent or Acquisition Sub, or any of their affiliates’ ability, to enforce its rights against the debt financing sources under the Debt Commitment Documents or any other parties to the Financing Commitments or the definitive agreements with respect thereto or (z) adversely affect the ability of Acquisition Sub to timely obtain the Debt Financing or consummate the transactions contemplated by the Merger Agreement; provided that, for the avoidance of doubt, Parent may amend, supplement or otherwise modify the Debt Commitment Letter to add lenders, lead arrangers, syndication agents or similar entities of similar creditworthiness that had not executed the Debt Commitment Letter as of the date thereof. Parent shall not permit, release or consent to the withdrawal, termination, repudiation or rescission of the Financing

 

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Commitments or any definitive agreement with respect to the Financing and shall not release or consent to the termination of any of the obligations of the financing sources under the Financing, in each case, without the prior written consent of CoreLogic unless such Financing Commitment or any definitive agreement with respect to the Financing is contemporaneously replaced with a new debt commitment that complies with the first sentence of this paragraph.

If all or any portion of the Debt Financing becomes or could reasonably be expected to become unavailable in the manner or from the sources contemplated in the Debt Commitment Documents (including pursuant to any “market-flex” provisions set forth therein) (i) Parent and Acquisition Sub must, and must cause their affiliates to, promptly notify CoreLogic, (ii) Parent and Acquisition Sub must, and must cause their affiliates to, use their reasonable best efforts to arrange and obtain alternative debt financing in an amount sufficient to enable Parent and Acquisition Sub to close the Merger that does not impose any conditions that are more burdensome on the Parent, Acquisition Sub or their Affiliates or any terms that prevent, delay or impair the ability of Parent and Acquisition Sub to obtain the Debt Financing or consummate the transactions contemplated by the Merger Agreement, as compared to the conditions set forth in the Debt Commitment Letter as of the date of the Merger Agreement, taking into account any flex provisions thereof as promptly as practicable following the occurrence of such event and (iii) obtain and deliver a debt commitment letter and/or definitive financing agreements to the CoreLogic with respect to such alternative financing; provided that neither Parent nor Acquisition Sub shall be required to arrange or obtain any alternative financing having terms and conditions (including any flex provisions applicable thereto) materially less favorable to Parent and/or Acquisition Sub than those contemplated in the Debt Commitment Letter (including any flex provisions applicable thereto). If any definitive agreement with respect to the Financing expires or is withdrawn, terminated, repudiated or rescinded, in whole or in part, for any reason, by any party thereto, Parent and Acquisition Sub must, and must cause their affiliates to, promptly notify CoreLogic.

Obtaining the Financing (or alternative financing) is not a condition to the closing of the Merger. Parent has agreed, upon written request, to keep CoreLogic reasonably and promptly informed of the status of its efforts to arrange the Financing (or alternative financing).

CoreLogic has agreed, on behalf of itself and its subsidiaries, and its and their respective officers, directors, employees and accountants, to use reasonable best efforts to provide reasonable cooperation, at Parent’s sole cost and expense, in connection with Parent’s efforts to obtain the Debt Financing under the Commitment Letter, including, among others, (i) providing Parent and the lenders financial information, (ii) participating in a reasonable number of meetings with lenders and rating agencies, (iii) assisting with the preparation of customary materials for rating agency presentations, lender and investor presentations, offering memoranda, customary bank information memoranda and similar documents reasonably required in connection with the Debt Financing under the Commitment Letter or any Replacement Financings, (iv) providing documentation and other information requested in writing by the debt financing sources with respect to compliance under applicable “know your customer” or anti-money laundering rules and regulations, (v) providing reasonable and customary assistance with Parent’s preparation, negotiation and execution of definitive financing documentation and the schedules and exhibits thereto, (vi) providing reasonable and customary assistance with Parent’s preparation, negotiation and execution of definitive financing documentation and the schedules and exhibits thereto, (vii) at the reasonable request of Parent or Acquisition Sub, and subject to the consent of CoreLogic (which consent shall not be unreasonably withheld, conditioned or delayed), using reasonable best efforts to file a Form 8-K with the SEC disclosing information identified by Parent or Acquisition Sub relating to CoreLogic and its subsidiaries for purposes of permitting such information to be included in marketing or offering materials or memoranda for the Debt Financing or any Replacement Financings to be provided to potential investors who do not wish to receive material nonpublic information with respect to any of Parent, Acquisition Sub, CoreLogic, any of their respective affiliates or any of their respective securities, and (viii) using reasonable best efforts to supplement any required information. CoreLogic shall obtain a payoff letter with respect to its existing credit agreement, which will be paid off and discharged at the closing of the Merger. CoreLogic also agreed to the use of its logos in connection with the Debt Financing under the Commitment Letter, solely in the ordinary course as is customary for such

 

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purpose and in a manner that is not intended, or reasonably likely, to harm, disparage or otherwise adversely affect CoreLogic, any of its subsidiaries or their reputation or goodwill. CoreLogic is not, however, required to, among other things, (i) make any binding commitment or enter into any agreement, certificate, document or instrument (excluding any customary authorization letters) (or any modification of any agreement, commitment, document or instrument) which is not conditioned on the closing of the Merger, (ii) deliver any legal opinions, (iii) deliver or cause the delivery of any reliance letters or any certificate as to solvency or any other certificate in connection to the Debt Financing which is not conditioned on the closing of the Merger, or (iv) adopt any resolutions, execute any consents or otherwise take a corporate or similar action or deliver any certificate, in connection with the Debt Financing or the incurrence of indebtedness thereby, in each case which is not conditioned on the closing of the Merger. Additionally, CoreLogic is not required to pay any commitment or similar fee, enter into any definitive agreement, or incur any other liability in connection with the Debt Financing prior to the Effective Time of the Merger.

Parent and Acquisition Sub agreed that, prior to the Effective Time of the Merger, CoreLogic and its affiliates are not required to incur any liability under any financing that Parent and Acquisition Sub may raise in connection with the transactions contemplated by the Merger Agreement or any cooperation provided and that Parent and Acquisition Sub will indemnify CoreLogic and its affiliates from all losses, damages, claims, costs or expenses incurred in connection with the Debt Financing, except with to the extent any such losses, damages, claims, costs or expenses are found in a final judgment by a court of competent jurisdiction to have been primarily caused by the fraud or willful misconduct of CoreLogic and its affiliates.

Employee Benefits

During the Continuation Period, Parent will, or will cause the Surviving Corporation or any of their respective affiliates to, provide for each employee of CoreLogic or any of its subsidiaries who remain employees of Parent, the Surviving Corporation or any of their subsidiaries following the Effective Time (each, a “Continuing Employee”) with (i) at least the same base salary and base wage rate provided to such Continuing Employee immediately prior to Effective Time, (ii) short -term cash incentive compensation opportunities (excluding any equity or equity-based, change in control, retention, transaction or similar incentive opportunities) that are substantially comparable in the aggregate to the short-term cash incentive compensation opportunities (excluding any equity or equity-based, change in control, retention, transaction or similar incentive opportunities) provided to each such Continuing Employee immediately prior to the Effective Time and (iii) employee benefits (excluding equity or equity-based, defined benefit pension, severance, change in control, retention and nonqualified deferred compensation and retiree or post-termination health or welfare benefits) that are substantially comparable in the aggregate (including with respect to the proportion of employee cost) to such employee benefits (excluding equity or equity-based, defined benefit pension, nonqualified deferred compensation and retiree or post-termination welfare benefits or compensation) provided to such Continuing Employee immediately prior to the Effective Time.

Each Continuing Employee whose employment is terminated during the Continuation Period, will receive severance payments and benefits that are no less favorable than the severance payments and benefits that such Continuing Employee would have been eligible to receive upon a termination of employment under any applicable CoreLogic severance plan, policy, practice or arrangement in accordance with the terms of such arrangements as in effect as of immediately prior to the Effective Time and disclosed to Parent or, if greater, the severance payments and benefits that are provided to similarly situated employees of Parent and its subsidiaries at the time of such termination.

Parent acknowledges that the consummation of the Merger will constitute a “change in control” (or similar term) of CoreLogic under the terms of its benefit plans, as applicable.

From and after the Effective Time, Parent will, or will cause the Surviving Corporation or any of their respective subsidiaries to, assume and honor all obligations under those CoreLogic change in control agreements,

 

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employment agreements, supplemental benefit plans, separation agreements, retention agreements and supplemental pension plans that are disclosed to Parent in accordance with their terms.

Each Continuing Employee will be immediately eligible to participate, without any waiting time or satisfaction of any other eligibility requirements, in any and all benefit plans or arrangements of Parent, the Surviving Corporation or any of their respective subsidiaries in which such Continuing Employees participate following the Effective Time (the “New Plans”) to the extent that (i) coverage under such New Plan replaces coverage under a company benefit plan in which such Continuing Employee participated immediately before the Effective Time (collectively, the “Old Plans”) and (ii) such Continuing Employee has satisfied all waiting time and other eligibility requirements under the Old Plan being replaced by the New Plan. In addition, for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Continuing Employee, Parent will use commercially reasonable best efforts to cause (i) all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Continuing Employee and his or her covered dependents to the extent such conditions were inapplicable or waived under the comparable Old Plan in which such Continuing Employee participated immediately prior to the Effective Time and (ii) any expenses incurred by any Continuing Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Continuing Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Continuing Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Plan.

Efforts to Close the Merger

CoreLogic, Parent and Acquisition Sub have agreed to use their respective reasonable best efforts to consummate and make effective the transactions contemplated by the Merger Agreement and to cause the conditions to the Merger to be satisfied as expeditiously as practicable. In furtherance thereof, Parent and Acquisition Sub have agreed that (i) none of Parent, Acquisition Sub or CoreLogic or their respective affiliates shall extend any waiting period or comparable period under the HSR Act or enter into any agreement with any governmental authority not to consummate the transactions contemplated by the Merger Agreement, except with the prior written consent of the other parties and (ii) Parent and Acquisition Sub agree to take promptly any and all steps necessary or reasonably advisable or as may be required by any governmental authority to avoid or eliminate each and every impediment and obtain all consents under any antitrust laws that may be required by any governmental authority so as to enable the parties to consummate the Merger as expeditiously as possible, including committing to and effecting, by consent decree, hold separate order, trust or otherwise, (a) selling, divesting, licensing or otherwise disposing of, or holding separate and agreeing to sell, divest, license or otherwise dispose of, any assets of CoreLogic or its subsidiaries or of Parent or Acquisition Sub, (b) terminating, amending or assigning existing relationships and contractual rights and obligations of CoreLogic or its subsidiaries or of Parent or Acquisition Sub, (c) requiring Parent or Acquisition Sub or CoreLogic or its subsidiaries, to grant any right or commercial or other accommodation to, or enter into any material commercial contractual or other commercial relationship with, any third party and (d) imposing limitations on Parent or Acquisition Sub or CoreLogic or its subsidiaries, with respect to how they own, retain, conduct or operate all or any portion of their respective businesses or assets; provided that any such action contemplated by clause (ii) above is conditioned upon the consummation of the transactions contemplated by the Merger Agreement.

In accordance with the terms and subject to the conditions of the Merger Agreement, Parent, Acquisition Sub and CoreLogic will use their respective reasonable best efforts to consummate and make effective the transactions contemplated by the Merger Agreement and to cause the conditions to the Merger to be satisfied as expeditiously as practicable (and in any event at least five (5) business days prior to the termination date of the Merger Agreement), including using reasonable best efforts to accomplish the following:

 

   

the obtaining of all necessary actions or non-actions, consents and approvals from governmental authorities necessary in connection with the consummation of the transactions contemplated by the

 

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Merger Agreement, including the Merger, and the making of all necessary registrations and filings (including filings with governmental authorities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid any action by, any governmental authority necessary in connection with the consummation of the transactions contemplated by the Merger Agreement, including the Merger;

 

   

the obtaining of all other necessary consents, approvals or waivers from third parties (provided that CoreLogic shall not be required to make or agree to make any payment to such third parties or accept any material conditions or obligations with respect thereto);

 

   

the defending of any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Merger Agreement or the consummation of the transactions contemplated thereby, including the Merger, including seeking to have any stay or temporary restraining order entered by any court or other governmental authority vacated or reversed; and

 

   

the execution and delivery of any additional instruments reasonably necessary to consummate the Merger and any other transactions to be performed or consummated by such party in accordance with the terms of the Merger Agreement and to carry out fully the purposes of the Merger Agreement.

Access to Information

Upon reasonable notice, CoreLogic shall (and shall cause each of its subsidiaries to) afford to Parent, the financing sources and their respective representatives reasonable access, at Parent’s sole cost and expense, in a manner not disruptive in any material respect to the operations of the business of CoreLogic and its subsidiaries, during normal business hours and upon reasonable advance notice throughout the period commencing on the date of the Merger Agreement until the earlier of the Effective Time and the termination of the Merger Agreement, to the properties, management personnel, contracts, books and records of CoreLogic and its subsidiaries and, during such period, shall (and shall cause each of its subsidiaries to) furnish promptly to such representatives all information (to the extent not publicly available) concerning the business, properties and personnel of CoreLogic and its subsidiaries as may reasonably be requested. However, CoreLogic will not be required to disclose any information to Parent or Acquisition Sub if such disclosure would, in the reasonable judgment of CoreLogic, (i) cause significant competitive harm to CoreLogic or its subsidiaries if the transactions contemplated by the Merger Agreement are not consummated, (ii) violate applicable law or the provisions of any contract to which CoreLogic or any of its subsidiaries is a party or (iii) jeopardize any attorney-client or other legal privilege. Each of Parent and Acquisition Sub also agrees that it will not, and cause its representatives not to, use any information disclosed for any competitive or other purpose unrelated to the transactions contemplated by the Merger Agreement.

Indemnification and Insurance

In the Merger Agreement, Parent and Acquisition Sub agreed that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Effective Time existing as of the date of the Merger Agreement in favor of the current or former directors, officers or employees of CoreLogic or CoreLogic’s subsidiaries, or any person serving at the request of CoreLogic or any of its subsidiaries as a director, officer or employee of another person (the “D&O Indemnified Parties”), as provided in the respective organizational documents or in any agreement for indemnification, will survive the Merger and will continue in full force and effect.

The Merger Agreement further requires Parent to (and cause the Surviving Corporation to) (i) indemnify, defend, hold harmless and advance expenses to the D&O Indemnified Parties with respect to all facts, events, acts or omissions by them in their capacities as such at any time prior to and including the Effective Time (including any matters arising in connection with the Merger Agreement or the transactions contemplated hereby), to the fullest extent that CoreLogic or its subsidiaries would be permitted by applicable Law; and

 

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(ii) pay in advance of the final disposition of any action against any D&O Indemnified Party the expenses (including reasonable attorneys’ fees) of any D&O Indemnified Party upon receipt, if required by the DGCL, the Surviving Corporation’s organizational documents or any applicable indemnification agreement, of a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed if it is ultimately determined that such D&O Indemnified Party is not permitted to be indemnified under applicable Law. Further, Parent shall not (and Parent shall cause the Surviving Corporation not to) settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any action to which any D&O Indemnified Parties are parties, unless such settlement, compromise, consent or termination includes an unconditional release of all of the D&O Indemnified Parties covered by the action from all liability arising out of such action.

For at least six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its other subsidiaries to, maintain in full force and effect the coverage provided by the existing directors’ and officers’ liability insurance, employment practices liability insurance and fiduciary liability insurance in effect as of the Closing Date and maintained by CoreLogic or any of its subsidiaries (which insurance coverage shall be substantially the same as in effect as of the date of the Merger Agreement), as applicable (the “Existing D&O Insurance Policies”) with limits and on terms and conditions no less advantageous to the D&O Indemnified Parties than the Existing D&O Insurance Policies, covering claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated by the Merger Agreement. In lieu of such insurance, prior to the Effective Time, CoreLogic may purchase prepaid, non-cancellable six (6)-year “tail” directors’ and officers’ liability insurance, employment practices liability insurance and fiduciary liability insurance (“Tail Coverage”), effective as of the Effective Time, with limits and on terms and conditions no less advantageous to the D&O Indemnified Parties than the Existing D&O Insurance Policies, covering claims arising from facts, events, acts or omissions that occurred at or prior to the Effective Time, including the transactions contemplated by the Merger Agreement, and Parent shall cause the Surviving Corporation (or its applicable subsidiaries) to maintain such Tail Coverage in full force and effect, without any modification, and continue to honor the obligations thereunder, in which event Parent shall cease to have any obligations to maintain the Existing D&O Insurance Policies.

Other Covenants

Stockholders’ Meetings

CoreLogic shall, as promptly as practicable following the date on which the SEC confirms that it has no further comments on the Proxy Statement, (i) establish a record date for and give notice of a meeting of its stockholders, for the purpose of voting upon the approval of the Merger and holding the CoreLogic stockholder advisory vote (the “Stockholders’ Meeting”) and (ii) duly call, convene and hold the Stockholders’ Meeting (which shall in no event be scheduled for later than the thirtieth (30th) day following the first mailing of the Proxy Statement to CoreLogic’s stockholders).

Rights Agreement Amendment

On February 4, 2021, in connection with the execution of the Merger Agreement, CoreLogic entered into an amendment to its Rights Agreement (the “Rights Agreement Amendment”), dated as of July 6, 2020, by and between CoreLogic and Equiniti Trust Company, as rights agent (the “Rights Agreement”), in order to (i) render the Rights Agreement inapplicable to the Merger and the transactions contemplated by the Merger Agreement, (ii) ensure that in connection with the transactions contemplated by the Merger Agreement, neither Parent, Acquisition Sub or any of their “Affiliates” or “Associates” (each as defined in the Rights Agreement) shall be deemed to be or become an “Acquiring Person” (as defined in the Rights Agreement) and (iii) provide that the “Expiration Date” (as defined in the Rights Agreement) shall occur immediately prior to the Effective Time.

The foregoing summary of the Rights Agreement Amendment and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Rights Agreement Amendment filed with the SEC on From 8-K on February 8, 2021 and incorporated herein by reference.

 

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Conditions to the Closing of the Merger

The respective obligations of each party to consummate the Merger are subject to the satisfaction or (to the extent not prohibited by law) waiver by CoreLogic, Parent and Acquisition Sub at or prior to the Effective Time of the following conditions:

 

   

the CoreLogic Stockholder Approval having been obtained;

 

   

no governmental authority (i) of competent jurisdiction in any jurisdiction in which CoreLogic, Parent or any of their respective affiliates have material business operations shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger or (ii) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger if the effect of violating such law or order would impose, or would reasonably be expected to impose, criminal penalties upon Parent, Acquisition Sub or CoreLogic or any of its subsidiaries;

 

   

any waiting period (or any extension thereof) applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated or early termination thereof shall have been granted, and the applicable waiting periods (or any extensions thereof) or clearance, as applicable, under the foreign investment laws of Australia and New Zealand shall have expired, been terminated or clearance decisions shall have been obtained, and there shall not be in effect any voluntary agreement with a governmental authority not to consummate the Merger.

The obligations of Parent and Acquisition Sub to consummate the Merger are also subject to the satisfaction or (to the extent not prohibited by law) waiver by Parent at or prior to the Effective Time of the following conditions:

 

   

each of the representations and warranties of CoreLogic contained in the Merger Agreement, without giving effect to any materiality or Company Material Adverse Effect (as defined in the section entitled “Terms of the Merger Agreement—Representations and Warranties” beginning on page [•] of this Proxy Statement) (or similar qualifications therein, shall be true and correct as of the Closing Date, except for such failures to be true and correct as would not, individually or in the aggregate, have a Company Material Adverse Effect (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only); provided, however, that the representations and warranties:

 

   

regarding CoreLogic’s organization and qualification, subsidiaries, authority relative to the Merger Agreement, the absence of any undisclosed brokers fees, the inapplicability to the Merger Agreement of the provisions of any “fair price,” “moratorium,” “control share acquisition” or any other takeover or anti-takeover statute or similar federal or state law and CoreLogic’s entry into the Rights Agreement Amendment, without giving effect to any “materiality” or “Company Material Adverse Effect” or similar qualifications therein, shall be required to be true and correct in all material respects as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only);

 

   

regarding CoreLogic’s capital structure shall be required to be true and correct in all respects as of the Closing Date (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only) other than for de minimis errors;

 

   

regarding the absence of any adverse change, event, effect or circumstance that has had a Company Material Adverse Effect shall be required to be true and correct in all respects as of the Closing Date (except to the extent such representations and warranties are expressly made as of a

 

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specific date, in which case such representations and warranties shall be so true and correct as of such specific date only);

 

   

from the date of the Merger Agreement until the Closing Date, no Company Material Adverse Effect (as defined in the section entitled “Terms of the Merger Agreement—Representations and Warranties” beginning on page [●] of this Proxy Statement) shall have occurred;

 

   

CoreLogic shall have performed or complied in all material respects with its obligations required under the Merger Agreement to be performed or complied with on or prior to the Closing Date; and

 

   

CoreLogic shall have delivered a certificate to Parent, dated as of the Closing Date and duly executed by a senior executive officer (or similar authorized person) of CoreLogic, certifying to the effect that the foregoing conditions to the obligations of Parent and Acquisition Sub to consummate the Merger have been satisfied.

The obligations of CoreLogic to effect the Merger are also subject to the satisfaction or waiver by CoreLogic of the following conditions:

 

   

each of the representations and warranties of Parent and Acquisition Sub contained in the Merger Agreement, without giving effect to any materiality or “Parent Material Adverse Effect” or similar qualifications therein, shall be true and correct as of the Closing Date, except for such failures to be true and correct as would not have a Parent Material Adverse Effect (except to the extent such representations and warranties are expressly made as of a specific date, in which case such representations and warranties shall be so true and correct as of such specific date only);

 

   

Parent and Acquisition Sub shall have performed or complied in all material respects with their respective obligations required under the Merger Agreement to be performed or complied with on or prior to the Closing Date; and

 

   

Parent shall have delivered a certificate to CoreLogic, dated as of the Closing Date and duly executed by a senior executive officer of Parent, certifying to the effect that the foregoing conditions to the obligations of CoreLogic to effect the Merger have been satisfied.

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time prior to the Effective Time, whether before or after the CoreLogic Stockholder Approval:

 

   

by mutual written consent of each of Parent and CoreLogic;

 

   

by either Parent or CoreLogic, if:

 

   

the Merger shall not have been consummated on or before 5:00 p.m. (New York City time) on August 9, 2021 (the “Termination Date”); provided, however, that the right to terminate the Merger Agreement pursuant to this provision shall not be available to any party if the failure of such party, and, in the case of Parent, including the failure of Acquisition Sub to perform or comply with any of its obligations under the Merger Agreement has been the principal cause of or resulted in the failure of the closing of the Merger to have occurred on or before such date;

 

   

prior to the Effective Time, any governmental authority (i) of competent jurisdiction in any jurisdiction in which CoreLogic, Parent or any of their respective affiliates have material business operations shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger or (ii) of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law or order which is then in effect and has the effect of restraining, enjoining, rendering illegal or otherwise prohibiting consummation of the Merger if the effect of violating such law or order would impose, or would reasonably be expected to

 

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impose, criminal penalties upon Parent, Acquisition Sub, CoreLogic or any of its subsidiaries, and such law or order or other action, in each case, shall have become final and non-appealable; provided, however, that the right to terminate the Merger Agreement under this provision shall not be available to a party if the issuance of such law or order or taking of such action was primarily due to the failure of such party, and, in the case of Parent, including the failure of Acquisition Sub to perform any of its obligations under the Merger Agreement; or

 

   

the CoreLogic Stockholder Approval shall not have been obtained at the Stockholders’ Meeting duly convened therefor or at any adjournment or postponement thereof at which the Merger Agreement and the transactions contemplated thereby have been voted upon;

 

   

by CoreLogic if:

 

   

Parent or Acquisition Sub shall have breached or failed to perform any of their respective representations, warranties, covenants or other agreements set forth in the Merger Agreement, which breach or failure to perform (i) would give rise to the failure of any conditions to the obligations of CoreLogic to effect the Merger and (ii) is not capable of being cured, or is not cured, by Parent or Acquisition Sub on or before the earlier of (a) the Termination Date and (b) the date that is thirty (30) calendar days following CoreLogic’s delivery of written notice to Parent or Acquisition Sub, as applicable, of such breach;

 

   

prior to receipt of the CoreLogic Stockholder Approval, the Board shall have authorized CoreLogic to enter into an Alternative Acquisition Agreement with respect to a Superior Proposal; provided that (i) substantially concurrently with such termination, CoreLogic enters into the Alternative Acquisition Agreement with respect to such Superior Proposal and (ii) prior to or substantially concurrently with such termination, CoreLogic pays (or causes to be paid) a termination fee to (or at the direction of) Parent; or

 

   

(i) all of the conditions to Parent’s and Acquisition Sub’s obligations to consummate the Merger have been satisfied (other than those conditions that by their terms are to be satisfied at the closing of the Merger; provided that such actions would then be capable of being satisfied), (ii) Parent has failed to consummate the Merger by the time the closing should have occurred as a result of the failure of the debt financing to be funded, (iii) CoreLogic has notified Parent in writing that the conditions to the Merger have been satisfied or, with respect to CoreLogic’s conditions, waived (to the extent such waiver is permitted under applicable law) and that it is prepared to consummate the Merger and (iv) Parent has failed to consummate the Merger within three (3) business days of the later of the date on which closing was required to occur or the delivery of CoreLogic’s notice of termination; or

 

   

by Parent if:

 

   

CoreLogic shall have breached or failed to perform any of its representations, warranties, covenants or other agreements set forth in the Merger Agreement, which breach or failure to perform (i) would give rise to the failure of any conditions to the obligations of Parent and Acquisition Sub to effect the Merger and (ii) is not capable of being cured, or is not cured, by CoreLogic on or before the earlier of (a) the Termination Date and (b) the date that is thirty (30) calendar days following Parent’s delivery of written notice to CoreLogic of such breach; or

 

   

the Board shall have made an Adverse Recommendation Change, provided that Parent’s right to terminate the Merger Agreement under this provision shall expire upon the CoreLogic Stockholder Approval having been obtained.

In the event that the Merger Agreement is validly terminated and the Merger abandoned pursuant to the termination rights above, written notice thereof shall be given to the other party or parties, specifying the provisions of the Merger Agreement pursuant to which such termination is made, and the Merger Agreement shall forthwith become null and void and of no effect without liability on the part of any party thereto (or any of

 

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its affiliates or representatives), and all rights and obligations of any party hereto shall cease. However, except as otherwise provided in the Merger Agreement, no such termination shall relieve any party hereto of any liability or damages (which the parties hereto acknowledge and agree shall not be limited to reimbursement of Expenses or out-of-pocket costs, and, in the case of liabilities or damages payable by Parent and Acquisition Sub, CoreLogic shall be entitled to seek damages that include the benefits of the transactions contemplated by the Merger Agreement lost by CoreLogic’s stockholders, including lost stockholder premium), resulting from any knowing and intentional breach of the Merger Agreement prior to such termination, in which case, except as otherwise provided in the Merger Agreement, the aggrieved party shall be entitled to all remedies available at law or in equity; provided, further, that certain related documents, such as the confidentiality agreement, the guarantees, the expense reimbursement and indemnification obligations shall survive any termination of the Merger Agreement in accordance with their respective terms. Further, in no event shall Parent have any monetary liability or obligation under the Merger Agreement in the event the Merger Agreement is validly terminated pursuant to the foregoing provisions in an aggregate amount greater than the sum of (i) the amount of the reverse termination fee and (ii) $7.5 million.

Termination Fees

If the Merger Agreement is terminated in specified circumstances, the terminating party may be required to pay a termination fee.

Parent would be entitled to receive a termination fee of $165 million from CoreLogic if:

 

   

(i) a third party shall have made to CoreLogic or directly to CoreLogic’s stockholders a Competing Proposal, or any Competing Proposal shall have been publicly made or disclosed, after the date of the Merger Agreement, (ii) the Merger Agreement is subsequently terminated by (a) CoreLogic or Parent because CoreLogic stockholders have failed to adopt the Merger Agreement or (b) Parent as a result of a knowing and intentional breach of any covenant or agreement under the Merger Agreement by CoreLogic, which breach would give rise to the failure of any conditions to the obligations of CoreLogic to effect the Merger, and any such Competing Proposal had not been withdrawn at least five (5) business days prior to the event giving rise to the termination of the Merger Agreement, and (iii) within twelve (12) months of such termination of the Merger Agreement, CoreLogic consummates a transaction involving a Competing Proposal or enters into an Alternative Acquisition Agreement providing for the consummation of a Competing Proposal (which is subsequently consummated);

 

   

the Merger Agreement is terminated by CoreLogic to enter into a definitive agreement with respect to a Superior Proposal; or

 

   

the Merger Agreement is terminated by Parent because CoreLogic has made an Adverse Recommendation Change.

CoreLogic would be entitled to receive a reverse termination fee of $330 million from Parent in the event the Merger Agreement is terminated (i) by CoreLogic because of the breach of any covenant or agreement under the Merger Agreement by Parent or Acquisition Sub, which breach would give rise to the failure of any conditions to the obligations of CoreLogic to effect the Merger, (ii) by CoreLogic because Parent failed to consummate the Merger by the time the closing should have occurred, and CoreLogic has given Parent written notice at least three (3) business days prior to such termination stating CoreLogic’s intention to terminate the Merger Agreement or (iii) by CoreLogic or Parent if the Merger is not consummated on or before 5:00 p.m. (New York City time) on August 9, 2021 and, at the time of such termination, CoreLogic would have been entitled to terminate the Merger Agreement pursuant to (i) or (ii) above.

Enforcement Expenses

If CoreLogic or Parent fails to pay the termination fee or reverse termination fee, respectively, and in order to obtain such payment, Parent or CoreLogic, as applicable, commences a suit that results in a judgment against

 

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the other party for the payment of such fee, such paying party shall pay the other party its costs and expenses in connection with such suit. However, neither such payment shall exceed $7.5 million.

Specific Performance

Parent, Acquisition Sub and CoreLogic are entitled to specific performance to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions of the Merger Agreement (including failing to take such actions as are required of it thereunder to consummate the Merger Agreement) in addition to any other remedy to which they are entitled at law or in equity. CoreLogic is entitled to obtain specific performance or other equitable relief to cause Parent to effect the closing of the Merger if and only if (i) the conditions to the obligations of Parent and Acquisition Sub to consummate the Merger (other than conditions to be satisfied at the closing of the Merger, each of which is capable of being satisfied at the closing of the Merger) have been satisfied at the time when the closing of the Merger would have occurred but for the failure of the Equity Financing to be funded, (ii) Parent fails to consummate the closing of the Merger on the date on which the Closing Date is required to have occurred, (iii) the financing provided for by the Debt Commitment Letter or alternative financing has been funded in accordance with its terms or will be funded at the closing of the Merger in accordance with its terms if the Equity Financing is funded at the closing of the Merger, (iv) CoreLogic is ready, willing and able to consummate the closing of the merger and CoreLogic has irrevocably confirmed in a written notice that if specific performance is granted and the Equity Financing and Debt Financing or alternative financing are funded, then the closing of the Merger will occur and (v) Parent does not consummate the closing of the Merger within three (3) business days after delivery of the written notice specified in clause (iv) above.

Fees and Expenses

Except for the provisions described above in the sections entitled “Terms of the Merger Agreement—Enforcement Expenses” and Terms of the Merger Agreement—Financing Efforts” beginning on page [●] and page [●], respectively, of this Proxy Statement, all fees and expenses incurred in connection with the transactions contemplated by the Merger Agreement will be paid by the party incurring such fees or expenses.

Amendment; Extension and Waiver

The Merger Agreement provides that it may be amended by mutual agreement of CoreLogic and Parent at any time before or after receipt of the CoreLogic Stockholder Approval; provided, however, that after the CoreLogic Stockholder Approval has been obtained, there shall not be any amendment that by law or in accordance with the rules of any stock exchange requires further approval by the stockholders of CoreLogic without such further approval of such stockholders. In addition, any amendment to certain sections of the Merger Agreement that would affect the rights of a debt financing source under such section in a manner that is materially adverse to such debt financing source, shall also be approved by such debt financing source.

At any time prior to the Effective Time, subject to applicable law, CoreLogic, Parent and Acquisition Sub may (i) extend the time for the performance for its benefit of any obligation or other act of any of the other parties, (ii) waive any inaccuracy in the representations and warranties made to it by another party contained herein or in any document delivered pursuant hereto and (iii) waive compliance with any agreement or condition for its benefit contained in the Merger Agreement. Any such extension or waiver shall only be valid if set forth in an instrument in writing signed by the party or parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by CoreLogic, Parent or Acquisition Sub in exercising any right under the Merger Agreement shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right under the Merger Agreement.

Jurisdiction

CoreLogic, Parent and Acquisition Sub have each (a) expressly and irrevocably agreed to submit to the exclusive personal jurisdiction of the state courts of the Delaware Court of Chancery, any other court of the State

 

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of Delaware or any federal court sitting in the State of Delaware, in the event any dispute arises out of the Merger Agreement or the transactions contemplated thereby, (b) agreed that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agreed that it will not bring any action relating to the Merger Agreement or the transactions contemplated thereby in any court other than the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware, (d) waived, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any action arising out of or relating to the Merger Agreement and (e) agreed that each of the other parties hereto shall have the right to bring any action for enforcement of a judgment entered by the state courts of the Delaware Court of Chancery, any other court of the State of Delaware or any federal court sitting in the State of Delaware. Each of Parent, Acquisition Sub and CoreLogic have agreed that a final judgment in any action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The parties hereto hereby further agree that New York state or United States Federal courts sitting in New York County, State of New York shall have exclusive jurisdiction over any action (whether at law, in equity, in contract, in tort or otherwise) brought against any debt financing source in connection with the transactions contemplated under the Merger Agreement.

Governing Law

Except for disputes involving the financing-related parties (which will be governed by the laws of the State of New York), the Merger Agreement is governed by, and construed in accordance with, the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

PROPOSAL 2: ADVISORY VOTE ON MERGER-RELATED EXECUTIVE COMPENSATION ARRANGEMENTS

The Non-Binding Advisory Proposal

Section 14A of the Exchange Act and Rule 14a-21 thereunder, which were enacted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, requires that CoreLogic provide CoreLogic stockholders with the opportunity to vote to approve, on a non-binding, advisory basis, the payment of certain compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger, as disclosed in the section entitled “Interests of the Directors and Executive Officers of CoreLogic in the Merger—Golden Parachute Compensation” beginning on page [●] of this Proxy Statement.

CoreLogic stockholders are asked to indicate their approval of the compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger. These payments are set forth in the section entitled “Interests of the Directors and Executive Officers of CoreLogic in the Merger—Golden Parachute Compensation” beginning on page [●] of this Proxy Statement and the accompanying footnotes. In general, the various plans and arrangements pursuant to which these compensation payments may be made have previously formed part of CoreLogic’s overall compensation program for its named executive officers, and previously have been disclosed to CoreLogic stockholders as part of the “Compensation Discussion and Analysis” and related sections of CoreLogic’s annual proxy statements. These historical arrangements were adopted and approved by the Compensation Committee of the Board, which is composed solely of independent directors, and are believed to be reasonable and in line with marketplace norms.

Accordingly, CoreLogic is seeking approval of the following resolution at the Special Meeting:

RESOLVED, that the stockholders of CoreLogic, Inc. approve, on a non-binding, advisory basis, the compensation that will or may become payable to CoreLogic’s named executive officers that is based on or otherwise relates to the Merger as disclosed pursuant to Item 402(t) of Regulation S-K in the section entitled “Interests of the Directors and Executive Officers of CoreLogic in the Merger—Golden Parachute Compensation” in CoreLogic’s Proxy Statement for the Special Meeting of stockholders.”

 

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CoreLogic stockholders should note that this proposal is not a condition to consummation of the Merger, and as an advisory vote, the result will not be binding on CoreLogic, the Board or Parent. Accordingly, regardless of the outcome of the advisory vote, if the Merger is consummated, CoreLogic’s named executive officers will be eligible to receive the compensation that is based on, or otherwise relates to, the Merger in accordance with the terms and conditions applicable to those payments.

Vote Required and Board Recommendation

The affirmative vote of the holders of a majority in voting power of the CoreLogic Common Stock entitled to vote thereon, which are present or represented by proxy at the Special Meeting, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the proposal to approve compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger.

The Board recommends that you vote “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by CoreLogic to its named executive officers in connection with the Merger.

MARKET PRICES AND DIVIDEND DATA

CoreLogic Common Stock is listed on the NYSE under the symbol “CLGX.” As of February 22, 2021, there were 73,152,328 shares of CoreLogic Common Stock outstanding, held by approximately 2,302 stockholders of record.

The following table sets forth, for the indicated periods, the high and low sales prices of CoreLogic Common Stock for the periods shown as reported by the NYSE:

 

     Market Price  
2020    High      Low  

Fourth Quarter (ended December 31, 2020)

   $ 79.24      $ 67.56  

Third Quarter (ended September 30, 2020)

   $ 68.73      $ 65.28  

Second Quarter (ended June 30, 2020)

   $ 68.38      $ 29.08  

First Quarter (ended March 31, 2020)

   $ 51.52      $ 25.34  

2019

     

Fourth Quarter (ended December 31, 2019)

   $ 47.67      $ 38.63  

Third Quarter (ended September 30, 2019)

   $ 48.93      $ 42.29  

Second Quarter (ended June 30, 2019)

   $ 43.79      $ 37.85  

First Quarter (ended March 31, 2019)

   $ 40.68      $ 32.80  

2018

     

Fourth Quarter (ended December 31, 2018)

   $ 48.25      $ 32.09  

Third Quarter (ended September 30, 2018)

   $ 54.90      $ 48.11  

Second Quarter (ended June 30, 2018)

   $ 55.48      $ 43.78  

First Quarter (ended March 31, 2018)

   $ 48.55      $ 42.81  

The closing price of CoreLogic Common Stock on February 3, 2021, the last full trading day prior to the Board’s approval of the Merger Agreement, was $80.78. On February 26, 2021, the latest practicable trading day before the date of this Proxy Statement, the closing price of CoreLogic Common Stock was $83.44 per share.

Under the terms of the Merger Agreement, between the date of the Merger Agreement and the earlier of the Effective Time or the termination of the Merger, neither CoreLogic nor any of its subsidiaries may authorize, declare, pay or make any dividends or other distributions without the prior written consent of Parent, except that, on January 29, 2021, prior to the execution of the Merger Agreement, the Board declared a quarterly cash dividend of $0.33 per share of CoreLogic Common Stock, which the CoreLogic will pay on March 15, 2021 to stockholders of record on the close of business on March 1, 2021.

 

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Following the Merger, there will be no further market for shares of CoreLogic Common Stock and, CoreLogic anticipates that its stock will be delisted from the NYSE and deregistered under the Exchange Act. As a result, following the Merger and such deregistration, CoreLogic would no longer file periodic reports with the SEC.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the ownership of CoreLogic Common Stock as of February 26, 2021 by the persons or groups of stockholders who are known to us to be the beneficial owners of more than 5% of our shares of CoreLogic Common Stock as of February 26, 2021 (using the number of shares outstanding on this date for calculating the percentage). The information regarding beneficial owners of more than 5% of CoreLogic Common Stock is based solely on public filings made by such owners with the SEC.

 

Name of Beneficial Owner

   Amount and
Nature of
Beneficial
Ownership
     Percent of
Class
 

The Vanguard Group(1)