CoreLogic Meets with Investors Cannae, Senator About Their Acquisition Bid

By | July 15, 2020

CoreLogic Inc. met with two of its investors for the first time Tuesday to discuss their $7 billion proposal to take the real estate data company private.

Representatives from Cannae Holdings Inc. and Senator Investment Group discussed the $65-a-share proposal with members of CoreLogic’s board and management. The company said the duo didn’t increase the price of their proposal despite CoreLogic rejecting the terms and the company updating its financial projections.

“We are open to continuing our dialogue, but we are focused on delivering superior shareholder value by executing on our plan,” the company said in a statement. “We are experiencing strong momentum across our business and will update the market when we release our second-quarter earnings.”

A representative for Cannae and Senator declined to comment.

Bill Foley’s holding company Cannae, with Senator, offered to acquire CoreLogic last month for $65 a share. The duo, which own a 15% stake in the firm, said the $7 billion proposal, including debt, would reignite growth at CoreLogic. Cannae and Senator contend the company has underperformed despite its strong market position.

Their proposal was rejected last week by Irvine, California-based CoreLogic, which said its board had determined the offer undervalued the company and raised regulatory concerns. At the same time, the company boosted its revenue guidance for 2020, increased the amount it’s allowed to spend buying back shares, and adopted a shareholder rights plan — known as a poison pill — to defend against a potential takeover.

Due Diligence

During the meeting, the investors reiterated their request for due diligence, which would typically occur before a revised bid, according to people familiar with the matter. The parties discussed what would be needed for the necessary diligence, said the people, who asked not to be identified because the matter is private.

If Cannae and Senator were to increase their offer based on CoreLogic’s revised guidance, a proposal with the same multiple as the original bid would see the investors offer about $80 a share. Cannae and Senator, however, have called the company’s revised guidance “overly optimistic.”

The pair have said they are prepared to sign a so-called hell-or-high-water agreement to offset the regulatory risk. That means they would agree to take all actions necessary to secure regulatory approvals.

Cannae and Senator have said they are prepared to call a special meeting as early as July 28 to launch a proxy fight to replace CoreLogic’s board if it failed to engage in takeover talks.

Foley, 75, is chairman of Cannae, a holding company that houses his investments in title-insurance provider Fidelity National Financial Inc., financial technology firm Fidelity National Information Services Inc. and software company Black Knight Inc. Cannae was also part of a group that purchased data and analytics provider Dun & Bradstreet in February 2019 and took it public in June.

Foley also owns the Vegas Golden Knights, a National Hockey League franchise.

New York-based Senator hired Quentin Koffey, a former executive at Elliott Management Corp. and D.E. Shaw, last year as a partner to run its new activist platform. Senator and Cannae have a 50-50 partnership in their CoreLogic venture, people familiar with the matter have said.

Top photo: Houses stand under construction at a KB Home development in Gibsonton, Florida, U.S., on Thursday, May 24, 2018. Home prices in 20 U.S. cities climbed more than forecast in March, driven by rising demand and a lack of inventory, according to S&P CoreLogic Case-Shiller data released Tuesday. Photographer: Luke Sharrett/Bloomberg.

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