Item 8.01 Other Events.
On August 7, 2020, CoreLogic, Inc., a Delaware corporation (the "Company"),
received a Civil Investigative Demand and subpoena from the Federal Trade
Commission (the "FTC") as part of the FTC's investigation of Cannae Holdings,
Inc. ("Cannae") and Senator Investment Group, LP ("Senator"), requiring that the
Company produce information in connection with that investigation. CoreLogic
previously had received, on July 14, 2020, notification of an investigation by
the FTC of the proposed acquisition of the Company by Cannae and Senator.
Important Additional Information and Where to Find It
In connection with any special meeting of shareholders ("Special Meeting")
called by the Company's board of directors at the valid request of Senator and
Cannae and certain of their affiliates, or other shareholders of the Company,
who together own not less than 10% of the outstanding shares entitled to vote at
the Special Meeting, the Company will file a proxy statement (the "Special
Meeting Proxy Statement"), together with a WHITE proxy card, with the U.S.
Securities and Exchange Commission (the "SEC") in connection with any
solicitation to, among other things, remove directors in furtherance of the
unsolicited proposal the Company received from Cannae and Senator on June 26,
2020 (the "Solicitation"). SHAREHOLDERS ARE URGED TO READ THE SPECIAL MEETING
PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN
THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION.
Shareholders will be able to obtain, free of charge, copies of the Special
Meeting Proxy Statement, any amendments or supplements thereto and any other
documents (including the WHITE proxy card) when filed by the Company with the
SEC in connection with the Solicitation at the SEC's website
(http://www.sec.gov), at the Company's website (https://investor.corelogic.com),
or by contacting Innisfree M&A Incorporated by phone toll-free at (877) 750-9498
(from the U.S. and Canada) or +1 (412) 232-3651 (from other locations), or by
mail at Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York,
New York, 10022.
Participants in the Solicitation
The Company, its directors and certain of its executive officers and other
employees will be participants in the solicitation of proxies from shareholders
in connection with the Solicitation. Additional information regarding the
identity of these potential participants, none of whom owns in excess of one
percent (1%) of the Company's shares, and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the Special Meeting Proxy
Statement and other materials to be filed with the SEC in connection with the
Solicitation. Information relating to the foregoing can also be found in the
Company's definitive proxy statement for its 2020 annual meeting of shareholders
(the "2020 Proxy Statement"), filed with the SEC on March 19, 2020. To the
extent holdings of the Company's securities by such potential participants (or
the identity of such participants) have changed since the information printed in
the 2020 Proxy Statement, such information has been or will be reflected on
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.
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