The following excerpt is from the company's SEC filing.
An Update from Frank Martell,
President and CEO, CoreLogic, Inc.
I would like to take the opportunity to thank you for your partnership. It goes without saying that 2020 was a year of challenges without parallel
for all of us. Despite the challenges, I believe that our close partnership helped us weather the storm and build momentum exiting 2020 and entering 2021.
Today, I am pleased to announce that we have entered into an agreement to be acquired by Stone Point Capital and Insight Partners, two leading private
equity firms that focus on investing in financial services and techno logy businesses and providing them capital and expertise to accelerate growth and digital transformation. Please click
to read the press release.
This transaction is the culmination of our Boards extensive review of strategic alternatives, which included engaging with a number of potential
buyers as well as evaluating continuing our transformation in the public markets. Ultimately, the Board concluded that this transaction with Stone Point Capital and Insight Partners is our best alternative and will deliver attractive and certain
value to our shareholders.
We are excited about the relationship with Stone Point and Insight. They recognize the value that our content, platforms
and teams bring to the global housing economy and they are committed to investing in our business. We are confident this investment will accelerate our innovation and introduction of unique and meaningful solutions for our clients.
To Our Partners
Thank you for your continued partnership. We will provide relevant updates on our progress in the
upcoming months. If you have any questions or comments, please dont hesitate to reach out to us.
Safe Harbor / Forward Looking
Certain statements made in this communication are 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 possibility that any of the anticipated benefits of the Merger will not be realized or will not be realized
within the expected time period, including due to unforeseen liabilities, future capital expenditures, or unexpected changes in revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future
prospects, or business and management strategies for the management, expansion and growth of the Companys operations; (iii) the ability of Stone Point Capital and Insight Partners to obtain the necessary financing arrangements set forth
in the commitment letters received in connection with the Merger; (iv) potential litigation relating to the Merger that could be instituted against Stone Point Capital, Insight Partners, CoreLogic or their respective directors, managers or
officers, including the effects of any outcomes related thereto; (v) the risk that disruptions from the Merger will harm CoreLogics business, including current plans and operations; (vi) the ability of CoreLogic to retain and hire
key personnel; (vii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Merger; (viii) continued availability of capital and financing and rating agency actions;
(ix) legislative, regulatory and economic developments; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the Merger that could affect CoreLogics financial performance;
(xi) certain restrictions during the pendency of the Merger that may impact CoreLogics ability to pursue certain business opportunities or strategic transactions; (xii) unpredictability and severity of catastrophic events, including
but not limited to acts of terrorism, outbreaks of war or hostilities or the
pandemic, as well as managements response to any of the aforementioned factors; (xiii) the possibility that the
Merger may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) 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; (xv) those risks and uncertainties set forth in Part I, Item 1A of CoreLogics most recent Annual Report on Form
and Part II, Item
1A of CoreLogics subsequent Quarterly Reports on Form
as such risk factors may be amended, supplemented or superseded from time to
time by other reports filed by CoreLogic with the Securities and Exchange Commission (the SEC); and (xvi) those risks that will be described in the proxy statement that will be
filed with the SEC and available from the sources indicated below. These risks, as well as other risks associated with the Merger, will be more fully discussed in the proxy statement that will be filed with the SEC in connection with the Merger.
While the list of factors presented here is, and the list of factors to be presented in the proxy statement will be, 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 CoreLogics 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.
Important Additional Information and Where to Find It
This communication is being made in connection with the Merger. In connection with the Merger, the Company plans to file a proxy statement and certain
other documents regarding the Merger with the SEC. The definitive proxy statement (if and when available) will be mailed to stockholders of CoreLogic. This communication does not constitute an offer to sell or the solicitation of an offer to buy any
securities. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT THAT WILL BE FILED WITH THE SEC (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL
BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER. Stockholders will be able to obtain, free of charge, copies of such documents filed by CoreLogic when
filed with the SEC in connection with the Merger at the SECs website (
). In addition, stockholders will be able
to obtain, free of charge, copies of such documents filed by CoreLogic at CoreLogics website
). Alternatively, these documents, when available, can be obtained free of charge from CoreLogic
upon written request to CoreLogic at 40 Pacifica, Irvine, CA 92618, Attn: Dan Smith, or by calling
Participants in the Solicitation
CoreLogic and certain of its directors, executive officers and other employees will be participants in the solicitation of proxies from stockholders of
CoreLogic in connection with the Merger. Additional information regarding the identity of the participants, and their respective direct and indirect interests in the Merger, by security holdings or otherwise, will be set forth in the definitive
proxy statement and other materials to be filed with the SEC in connection with the Merger (if and when they become available). Information relating to the foregoing can also be
found in CoreLogics definitive proxy statement for its special meeting of stockholders on November 17, 2020, filed with the SEC on September 22, 2020 (the
). To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information printed in the Special Meeting Proxy Statement, such information has been or will be
reflected on CoreLogics Statements of Change in Ownership on Forms 3 and 4 filed with the SEC. You may obtain free copies of these documents using the sources indicated above.
This MEMO and any attached files contain information intended for the exclusive use of the individual or entity to whom it is addressed and may contain
information that is proprietary, privileged, confidential and/or exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any viewing, copying, disclosure or distribution of this information
may be subject to legal restriction or sanction. Please notify the sender, by electronic mail, telephone or FAX, of any unintended recipients and delete the original message without making any copies.
CORELOGIC and the CoreLogic logo are trademarks of CoreLogic, Inc. and/or its subsidiaries. All other trademarks are the property of their respective
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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Other recent filings from the company include the following:
Securities registration termination [Section 12(b)] - June 15, 2021
Statement of changes in beneficial ownership of securities - June 8, 2021
CoreLogic's President/CEO just disposed of 578,766 shares - June 8, 2021
CoreLogic director just disposed of 3,030 shares - June 8, 2021
CoreLogic director just disposed of 18,005 shares - June 8, 2021