Cannae Holdings and Senator Investment Group, LP, which own 15 percent of the outstanding shares of CoreLogic, sent a letter to the company’s board of directors June 26, outlining a proposal to acquire CoreLogic for $65 per share in cash, equivalent to about $7 billion. “We are pleased to submit this proposal to acquire the company for $65 per share in cash, representing approximately $7 billion in total enterprise value,” the letter stated. “Senator firmly believes this proposal is in the best interest of all stakeholders, and therefore has partnered with Cannae and its affiliates to help achieve this transaction by committing to support it from both a governance and financial perspective. Given our substantial equity stake in the company, we are required to make the existence and contents of this letter public.”
CoreLogic Inc. confirmed the unsolicited proposal in a released statement.
“While Cannae and Senator had not previously expressed acquisition interest to the company, CoreLogic’s board of directors, consistent with its fiduciary responsibilities, will carefully review the proposal with the assistance of financial and legal advisors to determine the course of action it believes is in the best interests of the company and its shareholders. CoreLogic shareholders need take no action at this time,” CoreLogic said in its response.
Cannae Holdings owner Bill Foley, the chairman of Fidelity National Financial, is a “uniquely qualified” buyer who will strengthen the business for all constituencies and is offering full value to current shareholders, the letter added. Under Foley’s leadership, Cannae Holdings seeks to reignite growth at CoreLogic, increase operating efficiency, and improve overall allocation of scarce capital resources.
“We have followed the company closely and have spent the last nine months performing extensive ‘outside-in’ due diligence. Despite its strong market position as a provider of data and analytics for the real estate and mortgage industries, we believe the company will not achieve its full potential under its current strategic plan. We therefore believe the proposed transaction is in the best interests of all the company’s stakeholders,” the letter added. “As one of the largest shareholders in the company, we believe this proposal delivers full value to shareholders and is well in excess of what the company can achieve under its current plans. This belief is demonstrated by the fact that we are offering shareholders, in a transaction we are prepared to close within a few months, a premium that is greater than the 26 percent share price appreciation it took the company the past five years to accomplish.”
The letter also outlined the structure and financing of the proposal, where Cannae and its affiliates propose to acquire 100 percent of the outstanding shares of CoreLogic for $65 per share in an all-cash transaction. Cannae expects to finance the transaction and its related fees and expenses with a combination of equity investment that already has been spoken for in the amount of $3.6 billion and third-party debt financing.
Senator also expects to participate as an investor in the transaction. The bidders said they were “highly confident in our ability to secure the entirety of the debt financing required in connection with the transaction” from a large national bank. Any definitive merger agreement that may ultimately be executed will not contain any financing contingencies.
“We expect that we would be able sign a definitive merger agreement and announce the transaction within one month after the company provides access to relevant diligence materials,” the company letter stated. “We already have committed significant time and resources to this proposal and the transaction. Cannae has engaged Trasimene Capital Management, LLC, as financial advisor. Cannae has engaged Weil, Gotshal & Manges LLP and Senator have engaged Cadwalader, Wickersham & Taft LLP as legal counsel.
“We are prepared to move quickly to reach signing of definitive agreements and believe that, once signed, we will be able to consummate the transaction within two to three months.”