Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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)
November 23, 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).
(Page 1 of 11 Pages)
| CUSIP No. 21871D103 | SCHEDULE 13D | Page 2 of 11 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
7,155,090 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
7,155,090 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,155,090 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.20%(1) | |||||
| 14 | TYPE OF REPORTING PERSON
IA, PN | |||||
| (1) | Calculated based on 77,778,688 shares of common stock, $0.00001 par value per share (the “Common Stock”), of CoreLogic, Inc. (the “Issuer”), outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020. |
| CUSIP No. 21871D103 | SCHEDULE 13D | Page 3 of 11 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:
|
SOLE VOTING POWER
-0- | |||||
| 8 | SHARED VOTING POWER
7,155,090 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
7,155,090 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,155,090 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.20%(1) | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020. |
| CUSIP No. 21871D103 | SCHEDULE 13D | Page 4 of 11 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
7,155,090 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
7,155,090 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,155,090 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.20%(1) | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020. |
| CUSIP No. 21871D103 | SCHEDULE 13D | Page 5 of 11 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
|
7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
7,155,090 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
7,155,090 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,155,090 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.20%(1) | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020. |
| CUSIP No. 21871D103 | SCHEDULE 13D | Page 6 of 11 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 |
7 | SOLE VOTING POWER
-0- | ||||
| 8 | SHARED VOTING POWER
7,155,090 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
7,155,090 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,155,090 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.20%(1) | |||
| 14 | TYPE OF REPORTING PERSON
IN | |||
| (1) | Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020. |
| CUSIP No. 21871D103 | SCHEDULE 13D | Page 7 of 11 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
7,155,090 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
7,155,090 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,155,090 | |||||
| 12 | CH ECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.20%(1) | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
| (1) | Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020. |
| CUSIP No. 21871D103 | SCHEDULE 13D | Page 8 of 11 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
7,155,090 | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
7,155,090 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,155,090 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.20%(1) | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| (1) | Calculated based on 77,778,688 shares of Common Stock, outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020. |
| CUSIP No. 21871D103 | SCHEDULE 13D | Page 9 of 11 Pages |
This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) 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. 5, 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. 5 shall have the meaning set forth in the Schedule 13D. This Amendment No. 5 amends and supplements Items 4, 5, 6 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:
The Issuer’s Special Meeting was held on November 17, 2020. According to preliminary voting results from the Special Meeting announced by the Issuer, the shareholders have voted to remove the Issuer’s current directors J. David Chatham, Thomas C. O’Brien and David Walker and the Reporting Persons nominees, W. Steve Albrecht, Wendy Lane and Henry W. “Jay” Winship, were elected to the Board of Directors of the Issuer at such meeting. The Reporting Persons issued a press release regarding the Special Meeting on November 17, 2020. The press release is attached hereto as Exhibit 11 and is incorporated herein by reference.
On November 23, 2020, the Reporting Persons delivered to the secretary of the Issuer a letter requesting a record date (the “Record Date Request”) to determine the shareholders entitled to act by written consent in accordance with Section 7.7(b) of Article VII of the Bylaws to remove, as directors of the Issuer, Douglas C. Curling, John C. Dorman, Paul F. Folino, Claudia F. Munce, Pamela H. Patenaude, Vikrant Raina and J. Michael Shepherd, and to elect or appoint the following individuals to fill the vacancies created by the removal: Martina Lewis Bradford, Gail Landis, Ryan McKendrick, Katherine “KT” Rabin, Sreekanth Ravi and Lisa Wardell. The Reporting Person issued a press release regarding the Record Date Request on November 23, 2020. The press release is attached hereto as Exhibit 12 and is incorporated herein by reference.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended and supplemented by adding the following information:
(a) See rows (11) and (13) of the cover pages to this Schedule 13D, which are incorporated by reference herein, for the aggregate number of shares of Common Stock and the percentage of the Common Stock beneficially owned by each of the Reporting Persons. The percentage reported in this Schedule 13D is calculated based upon the 77,778,688 shares of Common Stock outstanding as of October 28, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed on November 4, 2020. To Cannae’s and Cannae Holdings’ knowledge, none of the Scheduled Persons beneficially own any shares of Common Stock.
(b) See rows (7) through (10) of the cover pages to this Schedule 13D, which are incorporated by reference herein, for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c) Except as set forth on Schedule 1 attached hereto, there have been no transactions in the shares of Common Stock during the sixty days prior to the date of this Schedule 13D by any of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the Scheduled Persons.
| Item 6. | CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information:
On November 23, 2020, Senator Focused Strategies LP submitted notice to the counterparties of the Cash-Settled Swaps for the settlement of Cash-Settled Swaps referencing 135,376 shares of Common Stock. As a result of such settlements, Senator Focused Strategies LP remains a party to Cash-Settled Swaps referencing 3,807,434 shares of Common Stock.
| Item 7. | MATERIAL TO BE FILED AS EXHIBITS |
Exhibit 11: Press Release Issued by Cannae and Senator, dated November 17, 2020.
Exhibit 12: Press Release Issued by Cannae and Senator, dated November 23, 2020.
| CUSIP No. 21871D103 | SCHEDULE 13D | Page 10 of 11 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: November 24, 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. |
| CUSIP No. 21871D103 | SCHEDULE 13D | Page 11 of 11 Pages |
Schedule 1
TRADING DATA
| Name |
Trade Date | Buy/Sell | No. of Shares / Quantity |
Unit Cost | Strike Price |
Trade Amount |
Security | Expiration Date | ||||||||||||||||
| Senator Global Opportunity Master Fund Ltd. |
10/28/2020 | Sell to Close |
362,211 | $ | 76.3992 | (a) | N/A | 27,672,631 | Common Stock |
N/A | ||||||||||||||
| Senator Global Opportunity Master Fund Ltd. |
10/28/2020 | Sell to Close |
170,154 | $ | 77.0651 | (b) | N/A | 13,112,935 | Common Stock |
N/A | ||||||||||||||
| Senator Focused Holdings LP |
10/28/2020 | Sell to Close |
124,261 | $ | 76.3992 | (a) | N/A | 9,493,441 | Common Stock |
N/A | ||||||||||||||
| Senator Focused Holdings LP |
10/28/2020 | Sell to Close |
58,374 | $ | 77.0651 | (b) | N/A | 4,498,598 | Common Stock |
N/A | ||||||||||||||
| Senator Global Opportunity Master Fund Ltd. |
10/29/2020 | Sell to Close |
24,556 | $ | 76.2226 | (c) | N/A | 1,871,722 | Common Stock |
N/A | ||||||||||||||
| Senator Focused Holdings LP |
10/29/2020 | Sell to Close |
8,612 | $ | 76.2226 | (c) | N/A | 656,429 | Common Stock |
N/A | ||||||||||||||
| Senator Focused Strategies LP |
10/29/2020 | Sell to Close |
37,832 | $ | 76.2226 | (c) | N/A | 2,883,653 | Common Stock |
N/A | ||||||||||||||
| (a) | The price above represent the weighted average purchase price. Trades were executed at prices ranging from $75.975—$76.92. |
| (b) | The price above represent the weighted average purchase price. Trades were executed at prices ranging from $76.98—$77.35. |
| (c) | The price above represent the weighted average purchase price. Trades were executed at prices ranging from $76.00—$77.30. |