UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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)
February 4, 2021
(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 12 Pages)
| CUSIP No. 21871D103 |
SCHEDULE 13D | Page 2 of 12 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
-0- | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
-0- | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%(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 12 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
-0- | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
-0- | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%(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 12 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
-0- | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
-0- | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%(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 12 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
-0- | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
-0- | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%(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 12 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
-0- | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
-0- | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%(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 12 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
-0- | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
-0- | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%(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 12 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
-0- | |||||
| 9 | SOLE DISPOSITIVE POWER
-0- | |||||
| 10 | SHARED DISPOSITIVE POWER
-0- | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0- | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%(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 12 Pages |
This Amendment No. 11 to Schedule 13D (this “Amendment No. 11”) 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. 11, 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. 11 shall have the meaning set forth in the Schedule 13D. This Amendment No. 11 amends and supplements Item 5 and Item 6 as set forth below.
| 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 since the filing of Amendment No. 10 by any of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the Scheduled Persons.
(d) Not applicable.
(e) As a result of the transactions described herein, each of the Reporting Persons ceased to be a beneficial owner of more than five percent of the Shares. The filing of this Amendment No. 11 represents the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting 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 February 4, 2021, Senator Focused Strategies LP submitted notices to the counterparties of the Total Return Swaps for physical settlement of Total Return Swaps referencing an aggregate of 110,090 shares of Common Stock. As a result of such settlements, Senator Focused Strategies LP is no longer party to any Total Return Swaps.
| CUSIP No. 21871D103 |
SCHEDULE 13D | Page 10 of 12 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: February 4, 2021
| 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 12 Pages |
Schedule I
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 LP |
1/12/2021 | Sell to close | 18,707 | $ | 75.1904 | (a) | N/A | $ | 1,406,586.81 | Common Stock | N/A | |||||||||||||||
| Senator Focused Holdings LP |
1/12/2021 | Sell to close | 9,629 | $ | 75.1904 | (a) | N/A | $ | 724,008.36 | Common Stock | N/A | |||||||||||||||
| Senator Global Opportunity Master Fund LP |
1/13/2021 | Sell to close | 26,301 | $ | 75.2231 | (b) | N/A | $ | 1,978,442.75 | Common Stock | N/A | |||||||||||||||
| Senator Focused Holdings LP |
1/13/2021 | Sell to Close | 13,539 | $ | 75.2231 | (b) | N/A | $ | 1,018,445.55 | Common Stock | N/A | |||||||||||||||
| Senator Global Opportunity Master Fund LP |
1/14/2021 | Sell to Close | 36,574 | $ | 75.0758 | (c) | N/A | $ | 2,745,822.31 | Common Stock | N/A | |||||||||||||||
| Senator Focused Holdings LP |
1/14/2021 | Sell to Close | 18,826 | $ | 75.0758 | (c) | N/A | $ | 1,413,377.01 | Common Stock | N/A | |||||||||||||||
| Senator Global Opportunity Master Fund LP |
1/15/2021 | Sell to Close | 51,493 | $ | 74.1482 | (d) | N/A | $ | 3,818,113.26 | Common Stock | N/A | |||||||||||||||
| Senator Focused Holdings LP |
1/15/2021 | Sell to Close | 26,507 | $ | 74.1482 | (d) | N/A | $ | 1,965,446.34 | Common Stock | N/A | |||||||||||||||
| Senator Focused Strategies LP |
1/20/2021 | Sell to Close | 85,567 | $ | 75.2349 | (e) | N/A | $ | 6,437,624.69 | Common Stock | N/A | |||||||||||||||
| Senator Focused Strategies LP |
1/20/2021 | Sell to Close | 7,433 | $ | 75.8089 | (f) | N/A | $ | 563,487.55 | Common Stock | N/A | |||||||||||||||
| Senator Focused Strategies LP |
1/21/2021 | Sell to Close | 24,343 | $ | 75.4812 | (g) | N/A | $ | 1,837,438.85 | Common Stock | N/A | |||||||||||||||
| Senator Focused Strategies LP |
1/21/2021 | Sell to Close | 10,481 | 76.8535 | (h) | N/A | $ | 805,501.53 | Common Stock | N/A | ||||||||||||||||
| CUSIP No. 21871D103 |
SCHEDULE 13D | Page 12 of 12 Pages |
| Senator Focused Strategies LP |
1/21/2021 | Sell to Close | 500 | 77.5600 | (i) | N/A | $ | 38,780.00 | Common Stock | N/A | ||||||||||||||||
| Senator Focused Strategies LP |
1/21/2021 | Sell to Close | 100 | 78.8500 | N/A | $ | 7,885.00 | Common Stock | N/A | |||||||||||||||||
| Senator Focused Strategies LP |
1/22/2021 | Sell to Close | 15,000 | 77.4425 | (j) | N/A | $ | 1,161,637.50 | Common Stock | N/A | ||||||||||||||||
| Senator Focused Strategies LP |
1/25/2021 | Sell to Close | 15,000 | 77.0631 | (k) | N/A | $ | 1,155,946.50 | Common Stock | N/A | ||||||||||||||||
| Senator Focused Strategies LP |
1/26/2021 | Sell to Close | 15,000 | 76.8662 | (l) | N/A | $ | 1,152,993.00 | Common Stock | N/A | ||||||||||||||||
| Senator Global Opportunity Master Fund LP |
2/4/2021 | Sell to Close | 1,729,040 | 79.4705 | (m) | N/A | $ | 137,407,673.32 | Common Stock | N/A | ||||||||||||||||
| Senator Focused Strategies LP |
2/4/2021 | Sell to Close | 1,668,723 | 79.4705 | (m) | N/A | $ | 132,614,251.17 | Common Stock | N/A |
| (a) | The price above represent the weighted average purchase price. Trades were executed at prices ranging from $75.01 to $75.35. |
| (b) | The price above represent the weighted average purchase price. Trades were executed at prices ranging from $75.01 to $75.605. |
| (c) | The price above represent the weighted average purchase price. Trades were executed at prices ranging from $75.00 to $75.185. |
| (d) | The price above represent the weighted average purchase price. Trades were executed at prices ranging from $74.00 to $74.665. |
| (e) | The price above represent the weighted average purchase price. Trades were executed at prices ranging from $74.74 to $75.74. |
| (f) | The price above represent the weighted average purchase price. Trades were executed at prices ranging from $75.745 to $75.9. |
| (g) | The price above represent the weighted average purchase price. Trades were executed at prices ranging from $75.12 to $76.12. |
| (h) | The price above represent the weighted average purchase price. Trades were executed at prices ranging from $76.19 to $77.17. |
| (i) | The price above represent the weighted average purchase price. Trades were executed at prices ranging from $77.24 to $77.86. |
| (j) | The price above represent the weighted average purchase price. Trades were executed at prices ranging from $77.29 to $77.64. |
| (k) | The price above represent the weighted average purchase price. Trades were executed at prices ranging from $76.68 to $77.57. |
| (l) | The price above represent the weighted average purchase price. Trades were executed at prices ranging from $76.41 to $77.18. |
| (m) | The price above represent the weighted average purchase price. Trades were executed at prices ranging from $79.4375 to $80.31. |