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Subsequent Events
12 Months Ended
Dec. 31, 2020
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
Proposed Merger

On February 4, 2021, we entered into the Merger Agreement with the Acquirer and Acquisition Sub. Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, Acquisition Sub would be merged with and into CoreLogic, which we refer to as the Merger, with CoreLogic continuing as the surviving corporation in the Merger and a wholly‑owned subsidiary of the Acquirer.

In the event the Merger is completed, except as otherwise provided in the Merger Agreement, each share of our common stock issued and outstanding immediately prior to the Effective Time shall be converted into the right to receive the Merger Consideration.

In addition, pursuant to the Merger Agreement, at the Effective Time:

each Company stock option, whether or not vested, that is outstanding immediately prior to the Effective Time will automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the excess, if any, of (a) the Merger Consideration over (b) the per-share exercise price for such Company stock option multiplied by (ii) the total number of shares of our common stock underlying such Company stock option, provided that if the exercise price per share of our common stock of such Company stock option is equal to or greater than the Merger Consideration, such Company stock option shall be cancelled without any cash payment or other consideration being made in respect thereof;

each then-outstanding RSU granted prior to February 4, 2021 will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of shares of common stock underlying such RSU (including any shares of common stock in respect of dividend equivalent units credited thereon) multiplied by (ii) the Merger Consideration; and
each then-outstanding PBRSU granted prior to February 4, 2021 will, automatically and without any required action on the part of the holder thereof, vest (if unvested) and be cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of our common stock underlying such PBRSU (including any shares of our common stock in respect of dividend equivalent units credited thereon) with performance measured in accordance with the terms of the applicable governing documents, as determined by the Board or a committee thereof after consultation with the Acquirer prior to the Effective Time multiplied by (ii) the Merger Consideration; and

each RSU and PBRSU granted after February 4, 2021 will, immediately prior to the Effective Time, vest on a prorated basis (with PBRSUs vesting at the target level of performance), with such proration equal to a fraction, the numerator of which is the number of months from January 1, 2021 to the closing date of the Merger and the denominator of which is thirty-six, and be treated in accordance with the terms of the Merger Agreement, as described above. The portion of any equity award granted after February 4, 2021 that does not vest on a prorated basis will be forfeited without consideration.

If the Merger is consummated, CoreLogic’s securities will be de-listed from the New York Stock Exchange and de-registered under the Exchange Act as soon as practicable following the Effective Time.

Consummation of the Merger is subject to customary closing conditions, including (i) receipt of the Requisite Stockholder Approval, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the expiration of applicable waiting periods or clearance of the Merger, as applicable, under the antitrust and foreign investment laws of certain other jurisdictions, (iii) absence of any law or order issued by certain governmental authorities of competent jurisdiction, prohibiting the Merger, and (iv) the absence of a material adverse effect on CoreLogic.

Also on February 4, 2021, in connection with the execution of the Merger Agreement, CoreLogic entered into the Rights Agreement Amendment with Equiniti Trust Company, in order to (i) render the Rights Agreement inapplicable to the Merger and the transactions contemplated by the Merger Agreement, (ii) ensure that in connection with the transactions contemplated by the Merger Agreement, none of Saturn, Acquisition Sub, or any of their “Affiliates” or “Associates” (each as defined in the Rights Agreement) shall be deemed to be or become an Acquiring Person, and (iii) provide that the “Expiration Date” (as defined in the Rights Agreement) shall occur immediately prior to the Effective Time.

On February 16, 2021, the Board received an unsolicited acquisition proposal from CoStar Group, Inc. to acquire the Company in an all-stock transaction. The Board is carefully reviewing the proposal in consultation with outside legal counsel and financial advisors. The Merger Agreement remains in full force and effect, and the Board has not withdrawn or modified its recommendation that the stockholders of CoreLogic vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby.

Business Sale

In February 2021, the Company sold the remainder of RPS for $51.2 million subject to certain working capital adjustments.

Dividend

In January 2021, our Board of Directors declared a cash dividend of $0.33 per share of common stock to be paid in March 2021 to shareholders of record on the close of business March 1, 2021.