ISS Concludes Shareholders Must Vote on the Gold Card for Senator and Cannae Nominees to Ensure Legitimate Sales Process
10/30/2020 - 08:46 PM
NEW YORK & LAS VEGAS--(BUSINESS WIRE
Shareholders vote on the GOLD proxy card in support of Senator and Cannae nominees W. Steve Albrecht, Wendy Lane, and Henry W. “Jay” Winship;
Shareholders remove CoreLogic’s longest tenured directors, J. David Chatham, Thomas C. O’Brien, and David F. Walker. Additionally, ISS notes1 shareholders may want to remove the Chairman, Paul Folino, stating: “Given the chairman's troubling track record with regard to Emulex and concerns surrounding apparent stutter steps in the board's handling of recent inbound interest, shareholders could also seek his removal for added reassurance .”
ISS criticized CoreLogic’s Board for not running a legitimate sales process and questioned their commitment to maximizing shareholder value:
“[T]he board has yet to demonstrate a commitment to running a fair process , provide sufficient reassurance for shareholders, and ensure that all potential acquirers are offered an equal opportunity to make their best bid for the company.”
“In light of the board's failure to hold management accountable for missing long-term targets and its confirmation that it is engaging with third parties without beginning an actual sale process, the board's commitment to maximizing shareholder value is uncertain .”
“[CoreLogic’s conduct] raises questions not only about the board's willingness to engage with new bidders, but also as to whether the reluctance to engage with Cannae and Senator was really only about value.”
“By not embracing an increasingly obvious wave of interest and committing to an open and inclusive process, the board will allow for concerns to linger [about whether these indications will lead to a credible offer].”
ISS criticized CoreLogic’s poor performance and lack of credibility:
“[CoreLogic’s] underperformance is substantial , and dramatically reduces a willingness on the part of shareholders to reject an acquisition approach for the sake of trusting management to deliver in the future.”
“If the question of credibility were limited to management, shareholders would still have the option of looking to their elected board members to hold management accountable for underperforming and missing strategic targets. Unfortunately, the chairman's questionable track record , particularly the similarity between the current response and the approach he took while chairman of Emulex, is hard to ignore .”
“[M]anagement's proclamations that it has achieved [5 percent per year revenue growth] are not substantiated by the company's financial statements.”
“The coincidence that these long-anticipated developments [revenue growth, business diversification, and margin improvement] are finally occurring at the same time as an unsolicited proposal and grudging engagement with potential acquirers is troubling.”
ISS concluded shareholders should replace CoreLogic’s current directors in order to ensure a legitimate sales process:
“[S]hareholders would benefit from the presence of new directors to ensure that the engagement with potential acquirers is managed to maximize value, especially considering the auspicious timing of the new indications of interest and the dissidents' apparent role in encouraging other bidders to emerge.”
“The dissident nominees are independent, have increased shareholder value in past processes similar to the current situation, and seem capable of contributing to better governance and performance...”
Quentin Koffey, Partner, Senator Investment Group, LP said, “ISS calling for the removal of CoreLogic’s longest tenured directors, as well as potentially the Chairman for added reassurance, sends a strong message that CoreLogic’s Board has failed its shareholders. This recommendation is particularly striking in light of the Company’s strategically timed announcement this week that it is engaging with potential acquirers at a value of at least $80 a share. The ISS findings confirm that outside perspectives must be added to the CoreLogic Board. As ISS notes, CoreLogic’s concerning track record of gamesmanship – including recent reports of the Company failing to engage in good faith with potential acquirers – only further supports the need for new directors.
Our goal is and has always been to secure the best outcome for all CoreLogic shareholders. We are confident that electing new, fully independent, and highly qualified director candidates is the best way to ensure that happens.”
Visit www.UnlockingCoreLogic.com for more information.
To Protect the Value of Your Investment Vote on the GOLD Card Today
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
Senator Investment Group LP, Cannae Holdings, Inc. and the other Participants (as defined below) have filed a definitive proxy statement and an accompanying GOLD proxy card with the Securities and Exchange Commission (the “SEC”) on September 23, 2020 to be used in connection with the solicitation of proxies with respect to the proposals to be presented at the special meeting of stockholders (the “Special Meeting”) of CoreLogic, Inc., a Delaware corporation (the “Company”), scheduled to be held on November 17, 2020.
The participants in the solicitation are (i) Senator Investment Group LP (“Senator”), the investment manager of the Senator Funds (as defined below), (ii) Senator Management LLC (“Senator GP”), the general partner of Senator, (iii) Senator GP LLC (“Senator GP LLC”), the general partner of SGOM (as defined below) and SFH (as defined below), (iv) Senator Master GP LLC (“Senator Master GP”), the general partner of SFS (as defined below), (v) Mr. Douglas Silverman (“Mr. Silverman”), the Chief Executive Officer of Senator, (vi) Senator Focused Strategies LP (“SFS”), (vii) Senator Focused Holdings LP (“SFH”), (viii) Senator Global Opportunity Master Fund LP (“SGOM” and, together with SFS and SFH, the “Senator Funds”), (ix) Cannae Holdings, Inc. (“Cannae”), (x) Cannae Holdings, LLC (“Cannae Holdings”), a wholly-owned subsidiary of Cannae, (xi) W. Steve Albrecht, (xii) Martina Lewis Bradford, (xiii) Gail Landis, (xiv) Wendy Lane, (xv) Ryan McKendrick, (xvi) Katherine “KT” Rabin, (xvii) Sreekanth Ravi, (xviii) Lisa Wardell and (xix) Henry W. “Jay” Winship (collectively, the “Participants”).
THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT THAT HAS BEEN FILED WITH THE SEC AND OTHER PROXY MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV .
As of the date hereof, (i) SFS directly owns 100 shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”), (ii) SGOM directly owns 4,110,000 shares of Common Stock, (iii) SFH directly owns 1,410,000 shares of Common Stock and (iv) Cannae Holdings directly owns 2,299,900 shares of Common Stock. Additionally, as of the date hereof, SFS is party to cash-settled total return swaps referencing 3,942,810 shares of Common Stock in the aggregate and total return swaps referencing 121,090 shares of Common Stock in the aggregate.
As described in the Schedule 13D filed with the SEC by Senator, Cannae and certain of their respective affiliates with respect to the Company, each of Senator, Senator GP, Senator GP LLC, Senator Master GP, Mr. Silverman, Cannae and Cannae Holdings may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 7,941,090 shares of Common Stock (the “Shares”) and, therefore, each such Participant may be deemed to be the beneficial owner of all of the Shares. The Shares collectively represent approximately 9.99% of the outstanding shares of Common Stock based on 79,495,658 shares of Common Stock outstanding as of September 18, 2020, as reported in the Company’s Definitive Proxy Statement filed on September 22, 2020.
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities or a recommendation to buy or sell any securities.
Forward-Looking Statements and Risk Factors
This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on management's beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: changes in general economic, business and political conditions, changes in the financial markets and changes in the conditions resulting from the outbreak of a pandemic such as the novel COVID-19 (“COVID-19”); the overall impact of the outbreak of COVID-19 and measures to curb its spread, including the effect of governmental or voluntary mitigation measures such as business shutdowns, social distancing, and stay-at-home orders; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; risks associated with our split-off from Fidelity National Financial, Inc., including limitations on our strategic and operating flexibility related to the tax-free nature of the split-off and the Investment Company Act of 1940; and risks and uncertainties related to the success of our externalization.
This press release should be read in conjunction with the risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of Cannae’s Form 10-Q, 10-K and other filings with the Securities and Exchange Commission.
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1 Permission to quote ISS was neither sought nor obtained
