0001140361-21-005324.txt : 20210218 0001140361-21-005324.hdr.sgml : 20210218 20210218090016 ACCESSION NUMBER: 0001140361-21-005324 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20210218 DATE AS OF CHANGE: 20210218 GROUP MEMBERS: CROWN MANAGED ACCOUNTS SPC GROUP MEMBERS: INVESTMENT OPPORTUNITIES 3 SPC GROUP MEMBERS: LMA SPC ON BEHALF OF MAP 98 SEGREGATED PORTFOLIO GROUP MEMBERS: OCEANA MASTER FUND LTD. GROUP MEMBERS: PENTWATER EQUITY OPPORTUNITIES MASTER FUND LTD. GROUP MEMBERS: PENTWATER MERGER ARBITRAGE MASTER FUND LTD. GROUP MEMBERS: PENTWATER METRIC MERGER ARBITRAGE FUND LP GROUP MEMBERS: PENTWATER UNCONSTRAINED MASTER FUND GROUP MEMBERS: PWCM MASTER FUND LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CORELOGIC, INC. CENTRAL INDEX KEY: 0000036047 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 951068610 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-17546 FILM NUMBER: 21647783 BUSINESS ADDRESS: STREET 1: 40 PACIFICA STREET 2: SUITE 900 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 214-1000 MAIL ADDRESS: STREET 1: 40 PACIFICA STREET 2: SUITE 900 CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN CORP DATE OF NAME CHANGE: 20020628 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN FINANCIAL CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST AMERICAN TITLE INSURANCE & TRUST C DATE OF NAME CHANGE: 19690515 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pentwater Capital Management LP CENTRAL INDEX KEY: 0001425851 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1001 10TH AVENUE SOUTH STREET 2: SUITE 216 CITY: NAPLES STATE: FL ZIP: 34102 BUSINESS PHONE: 239-384-9750 MAIL ADDRESS: STREET 1: 1001 10TH AVENUE SOUTH STREET 2: SUITE 216 CITY: NAPLES STATE: FL ZIP: 34102 SC 13D 1 brhc10020537_sc13d.htm SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

CoreLogic, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

21871D103

(CUSIP Number)

Matthew Halbower

Pentwater Capital Management LP

1001 10^th Avenue South, Suite 216

Naples, FL 34102

239-384-9750

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 16, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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.

CUSIP No. 21871D103

1	NAMES OF REPORTING PERSONS
	Pentwater Capital Management LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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
			3,850,000

		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER
			3,850,000

		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,850,000

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.26%⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA

(1)

Based on 73,152,120 common shares outstanding

CUSIP No. 21871D103

1	NAMES OF REPORTING PERSONS
	Crown Managed Accounts SPC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER


		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER


		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	111,207

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.15%⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Based on 73,152,120 common shares outstanding

CUSIP No. 21871D103

1	NAMES OF REPORTING PERSONS
	LMA SPC on behalf of MAP 98 Segregated Portfolio

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER


		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER


		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	145,710

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.20%⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Based on 73,152,120 common shares outstanding

CUSIP No. 21871D103

1	NAMES OF REPORTING PERSONS
	Investment Opportunities 3 SPC

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER


		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER


		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	164,480

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.22%⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Based on 73,152,120 common shares outstanding

CUSIP No. 21871D103

1	NAMES OF REPORTING PERSONS
	Oceana Master Fund Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER


		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER


		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	605,868

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.83%⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Based on 73,152,120 common shares outstanding.

CUSIP No. 21871D103

1	NAMES OF REPORTING PERSONS
	Pentwater Equity Opportunities Master Fund Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER


		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER


		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	433,880

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.59%⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Based on 73,152,120 common shares outstanding.

CUSIP No. 21871D103

1	NAMES OF REPORTING PERSONS
	Pentwater Merger Arbitrage Master Fund Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER


		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER


		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,209,329

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.65%⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Based on 73,152,120 common shares outstanding.

CUSIP No. 21871D103

1	NAMES OF REPORTING PERSONS
	Pentwater Unconstrained Master Fund

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER


		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER


		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	16,789

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.02%⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Based on 73,152,120 common shares outstanding.

CUSIP No. 21871D103

1	NAMES OF REPORTING PERSONS
	PWCM Master Fund Ltd.

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER


		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER


		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,029,101

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.41%⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Based on 73,152,120 common shares outstanding.

CUSIP No. 21871D103

1	NAMES OF REPORTING PERSONS
	Pentwater Metric Merger Arbitrage Fund LP

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒

3	SEC USE ONLY


4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐


6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER


		8	SHARED VOTING POWER


		9	SOLE DISPOSITIVE POWER


		10	SHARED DISPOSITIVE POWER


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	133,636

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.18%⁽¹⁾

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

(1)

Based on 73,152,120 common shares outstanding.

ITEM 1.

SECURITY AND ISSUER

This Schedule 13D relates to the Common Stock, $0.00001 par value (the “Common Stock”), of CoreLogic Inc. (the “Issuer”). The address of the principal executive offices of Issuer is 40 Pacifica Irvine, CA 92618-7471.

ITEM 2.

IDENTITY AND BACKGROUND

(a), (f) This statement is being filed on behalf of Pentwater Capital Management LP, a Delaware limited partnership registered as an investment adviser with the U.S. Securities and Exchange Commission (“Pentwater Capital”), Crown Managed Accounts SPC, an exempted company formed in the Cayman Islands (“CROWN”), Investment Opportunities 3 SPC, a segregated portfolio company formed in the Cayman Islands (“MALT”) ,LMA SPC on behalf of MAP 98 Segregated Portfolio, a segregated portfolio company formed in the Cayman Islands (“MAP”), Oceana Master Fund, Ltd., an exempted company formed in the Cayman Islands (“Oceana”), Pentwater Equity Opportunities Master Fund, Ltd., an exempted company formed in the Cayman Islands (“Pentwater Equity”), Pentwater Merger Arbitrage Master Fund, Ltd., an exempted company formed in the Cayman Islands (“PMAM”), Pentwater Unconstrained Master Fund, Ltd., an exempted company formed in the Cayman Islands (“PWUM”), PWCM Master Fund, Ltd., an exempted company formed in the Cayman Islands (“PWCM Master”), Pentwater Metric Merger Arbitrage Fund LP, a limited partnership formed in the Cayman Islands (“PWMM”). Pentwater Capital, CROWN, MALT, MAP, Oceana, Pentwater Equity, PMAM, PWUM, PWCM Master, PWMM, are collectively referred to herein as Reporting Persons. CROWN, MALT, MAP, Oceana, Pentwater Equity, PMAM, PWUM, PWCM Master, and PWMM are collectively referred to herein as the Funds.

(b) The business address of the Reporting Persons is 1001 10^th Avenue South, Suite 216, Naples, FL 34102.

(c) The principal business of the Reporting Persons is investing for accounts under their management. Pentwater Capital is the investment manager for the Funds. Halbower Holdings Inc. is the general partner of Pentwater Capital, and Matthew Halbower is the chief executive officer and sole director of Halbower Holdings Inc.

(d) (e) During the last five years, neither the Reporting Persons, nor, to the best knowledge of the Reporting Persons, any person listed on Exhibit 99.1 or named in this Item 2, has been (1) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (2) been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Pentwater Capital Management LP is a limited partnership organized under the laws of the state of Delaware. Halbower Holdings Inc., is a corporation organized under the laws of the state of Delaware. Mr. Halbower is a United States citizen.

ITEM 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The securities of the Issuer purchased by the Reporting Persons were purchased using the investment capital of the Reporting Persons’. The shares of Common Stock owned by the Funds are held in margin accounts maintained with brokers, which may extend margin credit as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts. The Funds’ collective indebtedness in their margin accounts associated with their investments in securities of the Issuer was approximately $294,384,000 as of February 17, 2021. The aggregate purchase price for the shares of Common Stock held by the Reporting Persons is approximately $295,477,000.

ITEM 4.

PURPOSE OF THE TRANSACTION

The Reporting Persons acquired the Shares for investment purposes.

On February 12, 2021, the Reporting Persons submitted the nomination of Matthew Halbower, Chief Executive Officer of Pentwater Capital, to the Issuer’s Board of Directors, to be considered at the 2021 Annual Meeting. On February 4, 2021, the Issuer entered into a definitive agreement to be acquired by Stone Point Capital and Insight Partners. On February 16, 2021, the Issuer received a proposal from CoStar Group to acquire the company at a significant premium to the offer in the Stone Point transaction. The Reporting Persons note that should the Board of Directors choose to recommend an inferior transaction, the Reporting Persons may begin a consent solicitation to remove existing members of the Board.

The Reporting Persons intend to review its investments in the Issuer on a continuing basis. Depending on various factors and subject to the obligations described herein, including, without limitation, actions taken by the Issuer’s board of directors, price levels of common shares, other investment opportunities available to the Reporting Persons, concentration of positions in the portfolios managed by the Reporting Persons, market conditions and general economic and industry conditions, the Reporting Persons may take such actions with respect to its investments in the Issuer as it deems appropriate, including, without limitation, purchasing additional common shares or other financial instruments related to the Issuer or selling some or all of its beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or otherwise changing its intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

ITEM 5.

INTEREST OF SECURITIES OF THE ISSUER.

(a) and (b) Each Reporting Person’s beneficial ownership of Common Stock on the date of this Schedule 13D is reflected on that Reporting Person’s cover page. By virtue of his position with Pentwater Capital, Mr. Halbower has the power to vote the shares of Common Stock owned by the Reporting Persons. Subject to restrictions, Mr. Halbower has the power to dispose of the shares of Common Stock owned by the Reporting Persons.

(c) The transactions in the class of securities reported on that were effected during the past 60 days on behalf of the Reporting Persons are set forth in Exhibit A and incorporated herein by reference. Other than those transactions, there were no other such transactions by the Reporting Persons that were effected during the past 60 days. All transactions were effectuated in the open market through various brokers.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

(e) Not applicable.

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The Reporting Persons have not entered agreements with respect to the securities of the issuer.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS

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.

Dated: February 17, 2021

	Pentwater Capital Management LP
	By:	Halbower Holdings, Inc., its general partner

	By:	/s/ Matthew Halbower

		Name:	Matthew Halbower
		Title:	Chief Executive Officer

	Crown Managed Accounts SPC
	By:	Pentwater Capital Management LP, its Trading Advisor
	By:	Halbower Holdings, Inc., its general partner

By:

/s/ Matthew C. Halbower

		Name:	Matthew C. Halbower
		Title:	Chief Executive Officer

	LMA SPC for and on behalf of
	MAP 98 Segregated Portfolio
	By:	Pentwater Capital Management LP, its Advisor
	By:	Halbower Holdings, Inc., its general partner

By:

/s/ Matthew C. Halbower

		Name:	Matthew C. Halbower
		Title:	Chief Executive Officer

	Investment Opportunities 3 SPC
	By:	Pentwater Capital Management LP, its investment manager
	By:	Halbower Holdings, Inc., its general partner

By:

/s/ Matthew C. Halbower

		Name:	Matthew C. Halbower
		Title:	Chief Executive Officer

	Oceana Master Fund Ltd.
	By:	Pentwater Capital Management LP, its investment manager
	By:	Halbower Holdings, Inc., its general partner

By:

/s/ Matthew C. Halbower

		Name:	Matthew C. Halbower
		Title:	Chief Executive Officer

	Pentwater Equity Opportunities Master Fund Ltd.
	By:	Pentwater Capital Management LP, its investment manager
	By:	Halbower Holdings, Inc., its general partner

By:

/s/ Matthew C. Halbower

		Name:	Matthew C. Halbower
		Title:	Chief Executive Officer

	Pentwater Merger Arbitrage Master Fund Ltd.
	By:	Pentwater Capital Management LP, its investment manager
	By:	Halbower Holdings, Inc., its general partner

By:

/s/ Matthew C. Halbower

		Name:	Matthew C. Halbower
		Title:	Chief Executive Officer

	Pentwater Unconstrained Master Fund Ltd.
	By:	Pentwater Capital Management LP, its investment manager
	By:	Halbower Holdings, Inc., its general partner

By:

/s/ Matthew C. Halbower

		Name:	Matthew C. Halbower
		Title:	Chief Executive Officer

	PWCM Master Fund Ltd.
	By:	Pentwater Capital Management LP, its investment manager
	By:	Halbower Holdings, Inc., its general partner

By:

/s/ Matthew C. Halbower

		Name:	Matthew C. Halbower
		Title:	Chief Executive Officer

	Pentwater Metric Merger Arbitrage Fund LP
	By:	Pentwater Capital Management LP, its investment manager
	By:	Halbower Holdings, Inc., its general partner

By:

/s/ Matthew C. Halbower

		Name:	Matthew C. Halbower
		Title:	Chief Executive Officer

EX-99.1 2 brhc110020537_99-1.htm EXHIBIT 99.1

EXHIBIT 99.1

Directors of

Pentwater Equity Opportunities Master Fund Ltd.

Pentwater Merger Arbitrage Master Fund Ltd.

PWCM Master Fund Ltd.

Pentwater Unconstrained Master Fund Ltd.

The name, business address, present principal occupation or employment and citizenship of the directors of the Funds listed above are set forth below. The Funds have no executive officers.

Name	Present Principal Occupation	Citizenship	Residence or Business Address

David Zirin	Chief Operating Officer Pentwater Capital Management LP	United States	614 Davis Street Evanston, IL 60201

Christopher Bowring	Managing Director International Management Services Ltd.	United Kingdom	P.O. Box 61 George Town Grand Cayman KY1-1102 Cayman Islands

Geoff Ruddick	Director Paradigm Governance Partners Limited	Canada	One Capital Place, 3^rd Floor 136 Shedden Road P.O. Box 677 Grand Cayman KY1-9006 Cayman Islands

Directors of Investment Opportunities 3 SPC

The name, business address, title, present principal occupation or employment and citizenship of the directors of Investment Opportunities 3 SPC (“MALT”) are set forth below.

Name	Present Principal Occupation	Citizenship	Residence or Business Address

Karla Jocelyn Bodden	Executive Director Queensgate Bank & Trust Co. Ltd.	Cayman Islands	Queensgate Bank & Trust Co. Ltd, P.O. Box 30464 Harbour Place 5^th Floor 103 South Church Street Grand Cayman Cayman Islands KY-1202

Carol Reynolds	Executive Director Queensgate Bank & Trust Co. Ltd.	Ireland Cayman Islands United Kingdom	Queensgate Bank & Trust Co. Ltd, P.O. Box 30464 Harbour Place 5^th Floor 103 South Church Street Grand Cayman Cayman Islands KY-1202

Directors of Crown Managed Accounts SPC

The name, business address, present principal occupation or employment and citizenship of the directors of Crown Managed Accounts SPC (“CROWN”) are set forth below.

Name	Present Principal Occupation	Citizenship	Residence or Business Address

Gähwiler, Urs	General Counsel LGT Capital Partners Ltd.	Swiss	Herrengasse 12, FL-9490 Vaduz Liechtenstein

Gauch, Roger	Managing Partner LGT Capital Partners Ltd.	Swiss	Herrengasse 12, FL-9490 Vaduz Liechtenstein

Kirkconnell, Stacey-Ann	Consultant LGT Capital Partners Ltd.	British Overseas Territories	Grand Pavillion Commercial Center, 1st Floor 802 West Bay Road Grand Cayman KY1-1207 Cayman Islands

Stainrod, Darren	Consultant LGT Capital Partners Ltd.	United Kingdom	Fidelity Financial Center 3^rd Floor Grand Cayman KY1-1105 Cayman Islands

Directors of Oceana Master Fund Ltd.

The name, business address, present principal occupation or employment and citizenship of the directors of Oceana Master Fund Ltd. (“Oceana”), are set forth below.

Name	Present Principal Occupation	Citizenship	Residence or Business Address

David Zirin	Chief Operating Officer Pentwater Capital Management LP	United States	614 Davis Street Evanston, IL 60201

Dennis Hunter	Managing Director Queensgate Bank & Trust Co. Ltd.	Great Britain and Cayman Islands	Queensgate Bank & Trust Co. Ltd, P.O. Box 30464 Harbour Place 5^th Floor 103 South Church Street Grand Cayman Cayman Islands KY-1202

Karla Jocelyn Bodden	Executive Director Queensgate Bank & Trust Co. Ltd.	Cayman Islands	Queensgate Bank & Trust Co. Ltd, P.O. Box 30464 Harbour Place 5^th Floor 103 South Church Street Grand Cayman Cayman Islands KY-1202

Directors of LMA SPC on behalf of MAP 98 Segregated Portfolio

The name, business address, present principal occupation or employment and citizenship of the directors of LMA SPC on behalf of MAP98 Segregated Portfolio (“MAP”), are set forth below.

Name	Present Principal Occupation	Citizenship	Residence or Business Address

J. Scott Perkins	Executive Managing Director Lighthouse Investment Partners LLC	United States	Lighthouse Investment Partners, LLC 3801 PGA Blvd., Suite 500 Palm Beach Gardens, FL 33410

Robert P. Swan III	Chief Operating Officer Lighthouse Investment Partners LLC	United States	Lighthouse Investment Partners, LLC 3801 PGA Blvd., Suite 500 Palm Beach Gardens, FL 33410

Sean G. McGould	Executive Managing Director Lighthouse Investment Partners LLC	United States	Lighthouse Investment Partners, LLC 3801 PGA Blvd., Suite 500 Palm Beach Gardens, FL 33410

EX-99.A 3 brhc10020537_a.htm EXHIBIT A

Exhibit A

Transactions in the shares of the Issuer During the Past 60 Days

For account of Crown Managed Accounts SPC

Date	Buy/Sell	Number of shares of Common Stock	Price ($)
2/17/21	Buy	1,160	88.4579
2/17/21	Buy	1,450	87.6762
2/17/21	Buy	290	87.441304
2/16/21	Sell	1,155	87.6869
2/16/21	Buy	1,247	86.9671
2/16/21	Buy	1,160	86.534319
2/16/21	Buy	2,900	86.9684
2/16/21	Buy	4,553	87.0035
2/12/21	Buy	5,662	82.01
2/12/21	Buy	298	81.8555
2/12/21	Buy	130	81.7822
2/12/21	Buy	1,160	82.0682
2/11/21	Buy	1,798	81.7036
2/10/21	Buy	1,366	81.7369
2/9/21	Buy	2,665	81.8961
2/9/21	Buy	1,450	81.9985
2/8/21	Buy	3,886	81.9516
2/8/21	Buy	2,175	81.8333
2/5/21	Buy	580	81.5612
2/5/21	Buy	1,160	81.5829
2/4/21	Buy	145	80.982426
2/4/21	Buy	6,960	80.7903
2/4/21	Buy	725	81.055
2/4/21	Buy	7,250	79.875
2/4/21	Buy	1,450	81.062
2/4/21	Sell	3,171	80.3289
2/2/21	Buy	4,060	79.7
1/21/21	Buy	288	76.8978
1/21/21	Sell	975	76.9225
1/20/21	Sell	3	76.25
1/5/21	Buy	13,050	75.05
1/5/21	Buy	7	75.96
1/5/21	Sell	6	75.96
1/5/21	Sell	1,451	75.74002
12/18/20	Buy	435	78.071
12/18/20	Buy	2,900	77.65
12/18/20	Sell	431	78.5078
12/17/20	Sell	861	78.9206

For account of Pentwater Merger Arbitrage Master Fund Ltd.

Date	Buy/Sell	Number of shares of Common Stock	Price ($)
2/17/21	Buy	12,600	88.4579
2/17/21	Buy	15,750	87.6762
2/17/21	Buy	3,150	87.441304
2/16/21	Sell	12,564	87.6869
2/16/21	Buy	13,545	86.9671
2/16/21	Buy	12,600	86.534319
2/16/21	Buy	31,500	86.9684
2/16/21	Buy	49,455	87.0035
2/12/21	Buy	61,499	82.01
2/12/21	Buy	3,234	81.8555
2/12/21	Buy	1,418	81.7822
2/12/21	Buy	12,600	82.0682
2/11/21	Buy	19,530	81.7036
2/10/21	Buy	14,837	81.7369
2/9/21	Buy	28,949	81.8961
2/9/21	Buy	15,750	81.9985
2/8/21	Buy	42,210	81.9516
2/8/21	Buy	23,625	81.8333
2/5/21	Buy	6,300	81.5612
2/5/21	Buy	12,600	81.5829
2/4/21	Buy	1,575	80.982426
2/4/21	Buy	75,600	80.7903
2/4/21	Buy	7,875	81.055
2/4/21	Buy	78,750	79.875
2/4/21	Buy	15,750	81.062
2/4/21	Sell	34,508	80.3289
2/2/21	Buy	44,100	79.7
1/21/21	Buy	3,133	76.8978
1/21/21	Sell	10,620	76.9225
1/20/21	Sell	31	76.25
1/5/21	Buy	141,750	75.05
1/5/21	Buy	79	75.96
1/5/21	Sell	63	75.96
1/5/21	Sell	15,766	75.74002
12/18/20	Buy	4,725	78.071
12/18/20	Buy	31,500	77.65
12/18/20	Sell	4,691	78.5078
12/17/20	Sell	9,381	78.9206

For account of Pentwater Metric Merger Arbitrage Fund LP

Date	Buy/Sell	Number of shares of Common Stock	Price ($)
2/17/21	Buy	1,320	88.4579
2/17/21	Buy	1,650	87.6762
2/17/21	Buy	330	87.441304
2/16/21	Sell	1,390	87.6869
2/16/21	Buy	1,419	86.9671
2/16/21	Buy	1,320	86.534319
2/16/21	Buy	3,300	86.9684
2/16/21	Buy	5,181	87.0035
2/12/21	Buy	6,442	82.0106
2/12/21	Buy	339	81.8555
2/12/21	Buy	148	81.7822
2/12/21	Buy	1,320	82.0682
2/11/21	Buy	2,046	81.7036
2/10/21	Buy	1,554	81.7369
2/9/21	Buy	3,033	81.8961
2/9/21	Buy	1,650	81.9985
2/8/21	Buy	4,422	81.9516
2/8/21	Buy	2,475	81.8333
2/5/21	Buy	660	81.5612
2/5/21	Buy	1,320	81.5829
2/4/21	Buy	165	80.982426
2/4/21	Buy	7,920	80.7903
2/4/21	Buy	825	81.055
2/4/21	Buy	8,250	79.875
2/4/21	Buy	1,650	81.062
2/4/21	Sell	3,903	80.3289
2/2/21	Buy	4,620	79.7
1/21/21	Buy	363	76.8978
1/21/21	Sell	1,232	76.9225
1/20/21	Sell	3	76.25
1/5/21	Buy	14,850	75.05
1/5/21	Buy	8	75.96
1/5/21	Sell	6	75.96
1/5/21	Sell	1,652	75.74002
12/18/20	Buy	495	78.071
12/18/20	Buy	3,300	77.65
12/18/20	Sell	560	78.5078
12/17/20	Sell	1,122	78.9206

For account of

LMA SPC for and on behalf of

MAP 98 Segregated Portfolio

Date	Buy/Sell	Number of shares of Common Stock	Price ($)
2/17/21	Buy	1,520	88.4579
2/17/21	Buy	1,900	87.6762
2/17/21	Buy	380	87.441304
2/16/21	Sell	1,514	87.6869
2/16/21	Buy	1,634	86.9671
2/16/21	Buy	1,520	86.534319
2/16/21	Buy	3,800	86.9684
2/16/21	Buy	5,966	87.0035
2/12/21	Buy	7,419	82.01
2/12/21	Buy	390	81.8555
2/12/21	Buy	171	81.7822
2/12/21	Buy	1,520	82.0682
2/11/21	Buy	2,356	81.7036
2/10/21	Buy	1,790	81.7369
2/9/21	Buy	3,492	81.8961
2/9/21	Buy	1,900	81.9985
2/8/21	Buy	5,092	81.9516
2/8/21	Buy	2,850	81.8333
2/5/21	Buy	760	81.5612
2/5/21	Buy	1,520	81.5829
2/4/21	Buy	190	80.982426
2/4/21	Buy	9,120	80.7903
2/4/21	Buy	950	81.055
2/4/21	Buy	9,500	79.875
2/4/21	Buy	1,900	81.062
2/4/21	Sell	4,156	80.3289
2/2/21	Buy	5,320	79.7
1/21/21	Buy	377	76.8978
1/21/21	Sell	1,278	76.9225
1/20/21	Sell	4	76.25
1/5/21	Buy	17,100	75.05
1/5/21	Buy	9	75.96
1/5/21	Sell	8	75.96
1/5/21	Sell	1,902	75.74002
12/18/20	Buy	570	78.071
12/18/20	Buy	3,800	77.65
12/18/20	Sell	564	78.5078
12/17/20	Sell	1,128	78.9206

For account of Oceana Master Fund Ltd.

Date	Buy/Sell	Number of shares of Common Stock	Price ($)
2/17/21	Buy	6,320	88.4579
2/17/21	Buy	7,900	87.6762
2/17/21	Buy	1,580	87.441304
2/16/21	Sell	6,294	87.6869
2/16/21	Buy	6,794	86.9671
2/16/21	Buy	6,320	86.534319
2/16/21	Buy	15,800	86.9684
2/16/21	Buy	24,806	87.0035
2/12/21	Buy	30,847	82.01
2/12/21	Buy	1,622	81.8555
2/12/21	Buy	711	81.7822
2/12/21	Buy	6,320	82.0682
2/11/21	Buy	9,796	81.7036
2/10/21	Buy	7,442	81.7369
2/9/21	Buy	14,520	81.8961
2/9/21	Buy	7,900	81.9985
2/8/21	Buy	21,172	81.9516
2/8/21	Buy	11,850	81.8333
2/5/21	Buy	3,160	81.5612
2/5/21	Buy	6,320	81.5829
2/4/21	Buy	790	80.982426
2/4/21	Buy	37,920	80.7903
2/4/21	Buy	3,950	81.055
2/4/21	Buy	39,500	79.875
2/4/21	Buy	7,900	81.062
2/4/21	Sell	17,279	80.3289
2/2/21	Buy	22,120	79.7
1/21/21	Buy	1,568	76.8978
1/21/21	Sell	5,315	76.9225
1/20/21	Sell	16	76.25
1/5/21	Buy	71,100	75.05
1/5/21	Buy	40	75.96
1/5/21	Sell	32	75.96
1/5/21	Sell	7,908	75.74002
12/18/20	Buy	2,370	78.071
12/18/20	Buy	15,800	77.65
12/18/20	Sell	2,346	78.5078
12/17/20	Sell	4,691	78.9206

For account of Pentwater Equity Opportunity Master Fund Ltd

Date	Buy/Sell	Number of shares of Common Stock	Price ($)
2/17/21	Buy	4,600	88.4579
2/17/21	Buy	5,750	87.6762
2/17/21	Buy	1,150	87.441304
2/16/21	Sell	4,505	87.6869
2/16/21	Buy	4,945	86.9671
2/16/21	Buy	4,600	86.534319
2/16/21	Buy	11,500	86.9684
2/16/21	Buy	18,055	87.0035
2/12/21	Buy	22,452	82.01
2/12/21	Buy	1,179	81.8555
2/12/21	Buy	518	81.7822
2/12/21	Buy	4,600	82.0682
2/11/21	Buy	7,130	81.7036
2/10/21	Buy	5,416	81.7369
2/9/21	Buy	10,569	81.8961
2/9/21	Buy	5,750	81.9985
2/8/21	Buy	15,410	81.9516
2/8/21	Buy	8,625	81.8333
2/5/21	Buy	2,300	81.5612
2/5/21	Buy	4,600	81.5829
2/4/21	Buy	575	80.982426
2/4/21	Buy	27,600	80.7903
2/4/21	Buy	2,875	81.055
2/4/21	Buy	28,750	79.875
2/4/21	Buy	5,750	81.062
2/4/21	Sell	12,282	80.3289
2/2/21	Buy	16,100	79.7
1/21/21	Buy	1,105	76.8978
1/21/21	Sell	3,746	76.9225
1/20/21	Sell	11	76.25
1/5/21	Buy	51,750	75.05
1/5/21	Buy	29	75.96
1/5/21	Sell	23	75.96
1/5/21	Sell	5,756	75.74002
12/18/20	Buy	1,725	78.071
12/18/20	Buy	11,500	77.65
12/18/20	Sell	1,637	78.5078
12/17/20	Sell	3,272	78.9206

For account of PWCM Master Fund Ltd

Date	Buy/Sell	Number of shares of Common Stock	Price ($)
2/17/21	Buy	10,720	88.4579
2/17/21	Buy	13,400	87.6762
2/17/21	Buy	2,680	87.441304
2/16/21	Sell	10,691	87.6869
2/16/21	Buy	11,524	86.9671
2/16/21	Buy	10,720	86.534319
2/16/21	Buy	26,800	86.9684
2/16/21	Buy	42,076	87.0035
2/12/21	Buy	52,323	82.01
2/12/21	Buy	2,751	81.8555
2/12/21	Buy	1,206	81.7822
2/12/21	Buy	10,720	82.0682
2/11/21	Buy	16,616	81.7036
2/10/21	Buy	12,623	81.7369
2/9/21	Buy	24,629	81.8961
2/9/21	Buy	13,400	81.9985
2/8/21	Buy	35,912	81.9516
2/8/21	Buy	20,100	81.8333
2/5/21	Buy	5,360	81.5612
2/5/21	Buy	10,720	81.5829
2/4/21	Buy	1,340	80.982426
2/4/21	Buy	64,320	80.7903
2/4/21	Buy	6,700	81.055
2/4/21	Buy	67,000	79.875
2/4/21	Buy	13,400	81.062
2/4/21	Sell	29,368	80.3289
2/2/21	Buy	37,520	79.7
1/21/21	Buy	2,666	76.8978
1/21/21	Sell	9,039	76.9225
1/20/21	Sell	27	76.25
1/5/21	Buy	120,600	75.05
1/5/21	Buy	67	75.96
1/5/21	Sell	53	75.96
1/5/21	Sell	13,413	75.74002
12/18/20	Buy	4,020	78.071
12/18/20	Buy	26,800	77.65
12/18/20	Sell	3,993	78.5078
12/17/20	Sell	7,986	78.9206

For account of Investment Opportunities 3 SPC

Date	Buy/Sell	Number of shares of Common Stock	Price ($)
2/17/21	Buy	1,600	88.4579
2/17/21	Buy	2,000	87.6762
2/17/21	Buy	400	87.441304
2/16/21	Sell	1,712	87.6869
2/16/21	Buy	1,720	86.9671
2/16/21	Buy	1,600	86.534319
2/16/21	Buy	4,000	86.9684
2/16/21	Buy	6,280	87.0035
2/12/21	Buy	7,810	82.01
2/12/21	Buy	411	81.8555
2/12/21	Buy	180	81.7822
2/12/21	Buy	1,600	82.0682
2/11/21	Buy	2,480	81.7036
2/10/21	Buy	1,884	81.7369
2/9/21	Buy	3,676	81.8961
2/9/21	Buy	2,000	81.9985
2/8/21	Buy	5,360	81.9516
2/8/21	Buy	3,000	81.8333
2/5/21	Buy	800	81.5612
2/5/21	Buy	1,600	81.5829
2/4/21	Buy	200	80.982426
2/4/21	Buy	9,600	80.7903
2/4/21	Buy	1,000	81.055
2/4/21	Buy	10,000	79.875
2/4/21	Buy	2,000	81.062
2/4/21	Sell	4,835	80.3289
2/2/21	Buy	5,600	79.7
1/21/21	Buy	453	76.8978
1/21/21	Sell	1,536	76.9225
1/20/21	Sell	4	76.25
1/5/21	Buy	18,000	75.05
1/5/21	Buy	10	75.96
1/5/21	Sell	8	75.96
1/5/21	Sell	2,002	75.74002
12/18/20	Buy	600	78.071
12/18/20	Buy	4,000	77.65
12/18/20	Sell	704	78.5078
12/17/20	Sell	1,411	78.9206

For account of Pentwater Unconstrained Master Fund Ltd.

Date	Buy/Sell	Number of shares of Common Stock	Price ($)
2/17/21	Buy	160	88.4579
2/17/21	Buy	200	87.6762
2/17/21	Buy	40	87.441304
2/16/21	Sell	175	87.6869
2/16/21	Buy	172	86.9671
2/16/21	Buy	160	86.534319
2/16/21	Buy	400	86.9684
2/16/21	Buy	628	87.0035
2/12/21	Buy	41	81.8555
2/12/21	Buy	18	81.7822
2/12/21	Buy	160	82.0682
2/12/21	Buy	781	82.01
2/11/21	Buy	248	81.7036
2/10/21	Buy	188	81.7369
2/9/21	Buy	367	81.8961
2/9/21	Buy	200	81.9985
2/8/21	Buy	536	81.9516
2/8/21	Buy	300	81.8333
2/5/21	Buy	80	81.5612
2/5/21	Buy	160	81.5829
2/4/21	Buy	20	80.982426
2/4/21	Buy	960	80.7903
2/4/21	Buy	100	81.055
2/4/21	Buy	1,000	79.875
2/4/21	Buy	200	81.062
2/4/21	Sell	498	80.3289
2/2/21	Buy	560	79.7
1/21/21	Buy	47	76.8978
1/21/21	Sell	159	76.9225
1/20/21	Sell	1	76.25
1/5/21	Buy	1,800	75.05
1/5/21	Buy	1	75.96
1/5/21	Sell	1	75.96
1/5/21	Sell	200	75.74002
12/18/20	Buy	60	78.071
12/18/20	Buy	400	77.65
12/18/20	Sell	74	78.5078
12/17/20	Sell	148	78.9206