SC 13D/A 1 d10046dsc13da.htm SC 13D/A SC 13D/A
CoreLogic, Inc.
SC 13D/A on 08/31/2020   Download
SEC Document
SEC Filing

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

CoreLogic, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

21871D103

(CUSIP Number)

 

Evan Gartenlaub

General Counsel

Senator Investment Group LP

510 Madison Avenue, 28th Floor

New York, New York 10022

(212) 376-4300

  

Michael L. Gravelle

Executive Vice President, General Counsel and
Corporate Secretary

Cannae Holdings, Inc.

1701 Village Center Circle

Las Vegas, NV 89134

(703) 323-7330

 

With a copy to:

 

Richard M. Brand

Stephen Fraidin

Joshua A. Apfelroth

Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

(212) 504-6000

  

Michael J. Aiello

Eoghan P. Keenan

Weil, Gotshal & Manges LLP

767 5th Avenue

New York, New York 10153

(212) 310-8000

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 31, 2020

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 21871D103    SCHEDULE 13D    Page 2 of 10 Pages

 

  1   

NAME OF REPORTING PERSON

 

    Senator Investment Group LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    AF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    7,941,190

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    7,941,190

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    7,941,190

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    9.99%(1)

14  

TYPE OF REPORTING PERSON

 

    IA, PN

 

(1) 

Calculated based on 79,458,522 shares of common stock, $0.00001 par value per share (the “Common Stock”), of CoreLogic, Inc. (the “Issuer”), outstanding as of July 21, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 27, 2020.


CUSIP No. 21871D103    SCHEDULE 13D    Page 3 of 10 Pages

 

  1   

NAME OF REPORTING PERSON

 

    Senator Management LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    AF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    7,941,190

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    7,941,190

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    7,941,190

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    9.99%(1)

14  

TYPE OF REPORTING PERSON

 

    OO

 

(1) 

Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 27, 2020.


CUSIP No. 21871D103    SCHEDULE 13D    Page 4 of 10 Pages

 

  1   

NAME OF REPORTING PERSON

 

    Senator GP LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    AF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    7,941,190

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    7,941,190

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    7,941,190

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    9.99%(1)

14  

TYPE OF REPORTING PERSON

 

    OO

 

(1) 

Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 27, 2020.


CUSIP No. 21871D103    SCHEDULE 13D    Page 5 of 10 Pages

 

  1   

NAME OF REPORTING PERSON

 

    Senator Master GP LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    AF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    7,941,190

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    7,941,190

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    7,941,190

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    9.99%(1)

14  

TYPE OF REPORTING PERSON

 

    OO

 

(1) 

Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 27, 2020.


CUSIP No. 21871D103    SCHEDULE 13D    Page 6 of 10 Pages

 

  1   

NAME OF REPORTING PERSON

 

    Douglas Silverman

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    AF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    7,941,190

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    7,941,190

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    7,941,190

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    9.99%(1)

14  

TYPE OF REPORTING PERSON

 

    IN

 

(1) 

Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 27, 2020.


CUSIP No. 21871D103    SCHEDULE 13D    Page 7 of 10 Pages

 

  1   

NAME OF REPORTING PERSON

 

    Cannae Holdings, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    AF

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    7,941,190

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    7,941,190

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    7,941,190

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    9.99%(1)

14  

TYPE OF REPORTING PERSON

 

    CO

 

(1)

Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 27, 2020.


CUSIP No. 21871D103    SCHEDULE 13D    Page 8 of 10 Pages

 

  1   

NAME OF REPORTING PERSON

 

    Cannae Holdings, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)  ☒        (b)  ☐

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS

 

    WC

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH:

 

     7    

SOLE VOTING POWER

 

    -0-

     8   

SHARED VOTING POWER

 

    7,941,190

     9   

SOLE DISPOSITIVE POWER

 

    -0-

   10   

SHARED DISPOSITIVE POWER

 

    7,941,190

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    7,941,190

12  

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

    9.99%(1)

14  

TYPE OF REPORTING PERSON

 

    OO

 

(1) 

Calculated based on 79,458,522 shares of Common Stock, outstanding as of July 21, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on July 27, 2020.


CUSIP No. 21871D103    SCHEDULE 13D    Page 9 of 10 Pages

 

This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) relates to the Schedule 13D filed on June 30, 2020 (the “Initial 13D” and, as amended and supplemented through the date of this Amendment No. 3, collectively, the “Schedule 13D”) by the Reporting Persons, relating to the Common Stock of the Issuer. Capitalized terms used but not defined in this Amendment No. 3 shall have the meaning set forth in the Schedule 13D. This Amendment No. 3 amends Items 4 and 7 as set forth below.

 

Item 4.

PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information:

On August 19, 2020, the Reporting Persons filed a Definitive Solicitation Statement and an accompanying GOLD special meeting request card with the SEC to be used in connection with the solicitation of revocable proxies to empower the Reporting Persons to call the Special Meeting, which Definitive Solicitation Statement and GOLD special meeting request card are incorporated herein by reference.

On August 31, 2020, the Reporting Persons delivered to the Issuer a written request (the “Special Meeting Request”) to call the Special Meeting in accordance with Article II, Section 2.2 of the Issuer’s Amended and Restated Bylaws (the “Bylaws”) for the purpose of, among other things, removing nine members of the Board and replacing them with nine independent and highly accomplished directors: W. Steve Albrecht, Martina Lewis Bradford, Gail Landis, Wendy Lane, Ryan McKendrick, Katherine “KT” Rabin, Sreekanth Ravi, Lisa Wardell and Henry W. “Jay” Winship. The Special Meeting Request is attached as Exhibit 8 hereto and the foregoing summary of the Special Meeting Request is qualified in its entirety by the full text thereof. Additionally, the Reporting Persons delivered a Notice of Stockholder Proposals and Nomination to the Secretary of the Issuer with respect to the matters set forth in the Special Meeting Request, in accordance with Article II, Section 2.2 and 2.10 of the Bylaws.

Also, on August 31, 2020, the Reporting Persons issued a press release announcing their delivery of the Special Meeting Request, which press release is attached as Exhibit 9 hereto and incorporated herein by reference.

 

Item 7.

MATERIAL TO BE FILED AS EXHIBITS

Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit:

Exhibit 8: Written Request of Stockholders of CoreLogic, Inc. to Call a Special Meeting

Exhibit 9: Press Release, dated August 31, 2020


CUSIP No. 21871D103    SCHEDULE 13D    Page 10 of 10 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: August 31, 2020
SENATOR INVESTMENT GROUP LP

/s/ Evan Gartenlaub

Name: Evan Gartenlaub

Title: General Counsel

SENATOR MANAGEMENT LLC

/s/ Evan Gartenlaub

Name: Evan Gartenlaub

Title: General Counsel

SENATOR GP LLC

/s/ Evan Gartenlaub

Name: Evan Gartenlaub

Title: General Counsel

SENATOR MASTER GP LLC

/s/ Evan Gartenlaub

Name: Evan Gartenlaub

Title: General Counsel

/s/ Evan Gartenlaub as Attorney-in-Fact*

DOUGLAS SILVERMAN
CANNAE HOLDINGS, INC.

/s/ Michael L. Gravelle

Name: Michael L. Gravelle
Title: Executive Vice President, General Counsel and Corporate Secretary
CANNAE HOLDINGS, LLC

/s/ Michael L. Gravelle

Name: Michael L. Gravelle
Title: Managing Director, General Counsel and
Corporate Secretary

 

*

Pursuant to a Power of Attorney attached to the Schedule 13G filed on April 24, 2013 by Senator Investment Group LP in respect of its ownership in Tamino Corporation.