DFAN14A 1 d31669ddfan14a.htm DFAN14A DFAN14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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  Preliminary Proxy Statement
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  Definitive Proxy Statement
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  Soliciting material Pursuant to §240.14a-12

CoreLogic, Inc.

(Name of Registrant as Specified In Its Charter)

Senator Investment Group LP

Senator Management LLC

Senator GP LLC

Senator Master GP LLC

Douglas Silverman

Senator Focused Strategies LP

Senator Focused Holdings LP

Senator Global Opportunity Master Fund LP

Cannae Holdings, Inc.

Cannae Holdings, LLC

W. Steve Albrecht

Martina Lewis Bradford

Gail Landis

Wendy Lane

Ryan McKendrick

Katherine “KT” Rabin

Sreekanth Ravi

Lisa Wardell

Henry W. “Jay” Winship

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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On October 21, 2020, Senator Investment Group LP and Cannae Holdings, Inc. issued the following press release and presentation regarding CoreLogic, Inc.

Cannae Holdings and Senator Investment Group Issue Detailed Investor Presentation Highlighting Case for Electing Nine New Independent Directors to CoreLogic Board

Full Presentation Available at www.UnlockingCoreLogic.com

Vote on the GOLD Card TODAY to Protect Your Investment in CoreLogic

LAS VEGAS & NEW YORK, October 21, 2020 – Cannae Holdings, Inc. (NYSE: CNNE), (“Cannae”) and Senator Investment Group LP (“Senator”), which, directly or through affiliated entities, jointly own or have an economic interest equivalent to approximately 15% of the outstanding shares of CoreLogic, Inc. (NYSE: CLGX), (“CoreLogic” or the “Company”), today released an investor presentation detailing the case for electing nine new independent directors to the CoreLogic Board to ensure that the Company carries out a legitimate sales process aimed at maximizing value for all shareholders.

The complete investor presentation is available at www.UnlockingCoreLogic.com.

Key highlights from the presentation include the following:

 

   

Cannae and Senator have made a compelling proposal to acquire CoreLogic.

 

   

The offer represents a 39% premium and a normalized EBITDA multiple 40%+ above CoreLogic’s 10.5x average.1

 

   

Cannae and Senator have repeatedly stated that they are open minded to increasing the offer if given diligence, have made an unqualified ‘hell-or-high-water’ commitment (thereby removing any regulatory risk to closing), and have indicated a willingness either to participate in an auction or to provide a generous go-shop period as part of a merger agreement.

 

   

Cannae & Bill Foley are precisely the type of credible buyer with whom CoreLogic’s Board should want to engage.

 

   

Shareholders expect a sale of the Company.

 

   

CoreLogic’s realized volatility has collapsed 67%2, meaning that it no longer trades on fundamentals but rather as a deal stock anticipating a transaction.

 

   

CoreLogic’s stock price has jumped more than 40% since Cannae and Senator’s involvement, while the average price of CoreLogic’s mortgage services peers has remained flat.

 

   

The Company’s largest shareholder for more than seven years sold their 17.8% position.

 

   

Other top 10 shareholders have notified Cannae and Senator that they have also exited their entire position (as we expect to be seen on 13Fs in mid-November).

 

   

CoreLogic’s Board has refused to constructively engage with Cannae and Senator, continuing a well-established pattern of poor stewardship.

 

   

The Company has underperformed peers by 145% over the past five years,3 consistently ranks in the bottom 4% of the entire Russell 3000 for missing market expectations,4 has not met any of its long-term targets and consistently produces negative organic growth.

 

   

This same Board has now denied diligence access, attempted to invite regulatory scrutiny around a potential transaction, done shareholders a disservice by playing games with the Special Meeting and has undermined multiple attempts at constructive engagement.

 

1 

Premium measured as of 6/15/20 – the unaffected date. Normalized EBITDA of multiple of 15.5x based on Company guidance ($13.5M of EBITDA per $100B change in mortgage originations) applied to 10-year average mortgage origination level of ~$1.75T. 10.5x is CLGX average NTM EBITDA multiple over past 3 years prior to unaffected date.

2 

One month realized volatility of 11.5% is as of 10/16/20.

3 

TSR measured as of 6/15/20 – the unaffected date. TSR since spin-off measured since 5/14/10.

4 

Bottom 4% of Russell 3000 over the two years prior to the unaffected date.


   

Cannae and Senator’s nominees are fully independent and highly qualified.

 

   

They bring extensive experience overseeing and advising public companies as well as evaluating and executing value-maximizing transactions.

 

   

More than half of them have served as CEO or Chair of a large organization, each has extensive M&A experience as well as financial, operational, or corporate governance expertise, and they are better qualified than the current Board according to CoreLogic’s own qualification categories in the Company’s proxy.

 

   

The nominees have no affiliation or association with each other, Senator, Cannae, or any of their affiliates.

 

   

Electing nine new directors to form a majority of the 12-member Board is essential to ensuring a legitimate sales process.

 

   

The incumbent Board has repeatedly sought to avoid a process, and we believe there is substantial risk that they will use a sham auction as another delay tactic.

 

   

A change in the majority of directors is necessary under Delaware law to protect against the current Board’s threat to not allow shareholders to replace directors.

 

   

Voting for Cannae and Senator’s nominees is a vote for a full and fair sales process to maximize shareholder value.

To Protect the Value of Your Investment Vote on the GOLD Card Today

 

The time to act is NOW. To protect the value of your investment vote on the GOLD Proxy Card “FOR” the removal of ALL nine targeted CoreLogic directors, “FOR” the election of ALL of our nine highly qualified nominees and “FOR” the two By-Law proposals.

If you have any questions or need assistance voting your shares, please call today D.F. King & Co., Inc., our proxy solicitor, at (877) 478-5047. Also for additional information, please visit us at https://www.UnlockingCoreLogic.com.

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

Senator Investment Group LP, Cannae Holdings, Inc. and the other Participants (as defined below) have filed a definitive proxy statement and an accompanying GOLD proxy card with the Securities and Exchange Commission (the “SEC”) on September 23, 2020 to be used in connection with the solicitation of proxies with respect to the proposals to be presented at the special meeting of stockholders (the “Special Meeting”) of CoreLogic, Inc., a Delaware corporation (the “Company”), scheduled to be held on November 17, 2020.

The participants in the solicitation are (i) Senator Investment Group LP (“Senator”), the investment manager of the Senator Funds (as defined below), (ii) Senator Management LLC (“Senator GP”), the general partner of Senator, (iii) Senator GP LLC (“Senator GP LLC”), the general partner of SGOM (as defined below) and SFH (as defined below), (iv) Senator Master GP LLC (“Senator Master GP”), the general partner of SFS (as defined below), (v) Mr. Douglas Silverman (“Mr. Silverman”), the Chief Executive Officer of Senator, (vi) Senator Focused Strategies LP (“SFS”), (vii) Senator Focused Holdings LP (“SFH”), (viii) Senator Global Opportunity Master Fund LP (“SGOM” and, together with SFS and SFH, the “Senator Funds”), (ix) Cannae Holdings, Inc. (“Cannae”), (x) Cannae Holdings, LLC (“Cannae Holdings”), a wholly-owned subsidiary of Cannae, (xi) W. Steve Albrecht, (xii) Martina Lewis Bradford, (xiii) Gail Landis, (xiv) Wendy Lane, (xv) Ryan McKendrick, (xvi) Katherine “KT” Rabin, (xvii) Sreekanth Ravi, (xviii) Lisa Wardell and (xix) Henry W. “Jay” Winship (collectively, the “Participants”).

THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT THAT HAS BEEN FILED WITH THE SEC AND OTHER PROXY MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV.


As of the date hereof, (i) SFS directly owns 100 shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”), (ii) SGOM directly owns 4,110,000 shares of Common Stock, (iii) SFH directly owns 1,410,000 shares of Common Stock and (iv) Cannae Holdings directly owns 2,299,900 shares of Common Stock. Additionally, as of the date hereof, SFS is party to cash-settled total return swaps referencing 3,942,810 shares of Common Stock in the aggregate and total return swaps referencing 121,090 shares of Common Stock in the aggregate.

As described in the Schedule 13D filed with the SEC by Senator, Cannae and certain of their respective affiliates with respect to the Company, each of Senator, Senator GP, Senator GP LLC, Senator Master GP, Mr. Silverman, Cannae and Cannae Holdings may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 7,941,090 shares of Common Stock (the “Shares”) and, therefore, each such Participant may be deemed to be the beneficial owner of all of the Shares. The Shares collectively represent approximately 9.99% of the outstanding shares of Common Stock based on 79,495,658 shares of Common Stock outstanding as of September 18, 2020, as reported in the Company’s Definitive Proxy Statement filed on September 22, 2020.

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities or a recommendation to buy or sell any securities.

Forward-Looking Statements and Risk Factors

This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding our expectations, hopes, intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on management’s beliefs, as well as assumptions made by, and information currently available to, management. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not limited to: changes in general economic, business and political conditions, changes in the financial markets and changes in the conditions resulting from the outbreak of a pandemic such as the novel COVID-19 (“COVID-19”); the overall impact of the outbreak of COVID-19 and measures to curb its spread, including the effect of governmental or voluntary mitigation measures such as business shutdowns, social distancing, and stay-at-home orders; our potential inability to find suitable acquisition candidates, acquisitions in lines of business that will not necessarily be limited to our traditional areas of focus, or difficulties in integrating acquisitions; significant competition that our operating subsidiaries face; compliance with extensive government regulation of our operating subsidiaries; risks associated with our split-off from Fidelity National Financial, Inc., including limitations on our strategic and operating flexibility related to the tax-free nature of the split-off and the Investment Company Act of 1940; and risks and uncertainties related to the success of our externalization.

This press release should be read in conjunction with the risks detailed in the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of Cannae’s Form 10-Q, 10-K and other filings with the Securities and Exchange Commission.

Investor Contact:

D.F. King & Co., Inc.

Edward McCarthy / Geoffrey Weinberg

emccarthy@dfking.com / gweinberg@dfking.com

(212) 269-5550

Media Contact:

Sloane & Company

Dan Zacchei / Joe Germani

dzacchei@sloanepr.com / jgermani@sloanepr.com


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Why New Directors Are Needed at CoreLogic OC T OB E R 2 0 2 0 https://unlockingcorelogic.com


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Disclaimer The views expressed in this presentation (the “Presentation”) represent the opinions of Senator Investment Group LP (“Senator”), Cannae Holdings, Inc. (“Cannae”) and/or certain of their respective affiliates with respect to CoreLogic, Inc. (the “Company”). This Presentation is for informational purposes only, and it does not have regard to the specific investment objective, financial situation, suitability or particular need of any specific person who may receive the Presentation, and should not be taken as advice on the merits of any investment decision. The views expressed in the Presentation represent the opinions of Senator and Cannae, and are based on publicly available information and Senator’s and Cannae’s analyses. Certain financial information and data used in the Presentation have been derived or obtained from filings made with the Securities and Exchange Commission (“SEC”) by the Company or other companies that Senator and Cannae consider comparable. Senator and Cannae have not sought or obtained consent from any third party to use any statements or information indicated in the Presentation as having been obtained or derived from a third party. Any such statements or information should not be viewed as indicating the support of such third party for the views expressed in the Presentation. Information contained in the Presentation has not been independently verified by Senator or Cannae, and Senator and Cannae disclaim any and all liability as to the completeness or accuracy of the information and for any omissions of material facts. Senator and Cannae disclaim any obligation to correct, update or revise the Presentation or to otherwise provide any additional materials. Neither Senator, Cannae, nor any of their respective affiliates make any representation or warranty, express or implied, as to the accuracy, fairness or completeness of the information contained herein and the recipient agrees and acknowledges that it will not rely on any such information. Senator and Cannae recognize that the Company may possess confidential information that could lead it to disagree with Senator’s or Cannae’s views and/or conclusions. Funds managed by Senator Investment Group LP and Cannae Holdings, LLC, a subsidiary of Cannae, beneficially own, and/or have an economic interest in, shares of the Company. These funds are in the business of trading—buying and selling—securities. Senator, Cannae and their respective affiliates may buy or sell securities or otherwise change the form or substance of any of their respective investments in any manner permitted by law and expressly disclaim any obligation to notify any recipient of the Presentation of any such changes. There may be developments in the future that cause funds managed by Senator, Cannae or their respective affiliates to engage in transactions that change the beneficial and/or economic interest in the Company. The Presentation may contain forward-looking statements which reflect Senator’s and Cannae’s views with respect to, among other things, future events and financial performance. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if Senator’s and Cannae’s underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by Senator or Cannae that the future plans, estimates or expectations contemplated will ever be achieved. There should be no assumption that an investment in any specific securities identified and described in the Presentation were or will be profitable. Under no circumstances is the Presentation to be used or considered as an offer to sell or a solicitation of an offer to buy any security, nor does the Presentation constitute either an offer to sell or a solicitation of an offer to buy any interest in funds managed by Senator, Cannae or any of their respective affiliates. Any investment in the funds managed by Senator, Cannae or any of their respective affiliates is speculative and involves substantial risk, including the risk of losing all or substantially all of such investment. This document is the property of Senator and Cannae and may not be published or distributed without the express written consent of Senator and Cannae.


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Certain Information Concerning the Participants Senator Investment Group LP, Cannae Holdings, Inc. and the other Participants (as defined below) have filed a definitive proxy statement and an accompanying GOLD proxy card with the Securities and Exchange Commission (the “SEC”) on September 23, 2020 to be used in connection with the solicitation of proxies with respect to the proposals to be presented at the special meeting of stockholders (the “Special Meeting”) of CoreLogic, Inc., a Delaware corporation (the “Company”), scheduled to be held on November 17, 2020. The participants in the solicitation are (i) Senator Investment Group LP, the investment manager of the Senator Funds (as defined below), (ii) Senator Management LLC (“Senator GP”), the general partner of Senator Investment Group LP, (iii) Senator GP LLC (“Senator GP LLC”), the general partner of SGOM (as defined below) and SFH (as defined below), (iv) Senator Master GP LLC (“Senator Master GP”), the general partner of SFS (as defined below), (v) Mr. Douglas Silverman (“Mr. Silverman”), the Chief Executive Officer of Senator Investment Group LP, (vi) Senator Focused Strategies LP (“SFS”), (vii) Senator Focused Holdings LP (“SFH”), (viii) Senator Global Opportunity Master Fund LP (“SGOM” and, together with SFS and SFH, the “Senator Funds”), (ix) Cannae Holdings, Inc. (“Cannae”), (x) Cannae Holdings, LLC (“Cannae Holdings”), a wholly-owned subsidiary of Cannae, (xi) W. Steve Albrecht, (xii) Martina Lewis Bradford, (xiii) Gail Landis, (xiv) Wendy Lane, (xv) Ryan McKendrick, (xvi) Katherine “KT” Rabin, (xvii) Sreekanth Ravi, (xviii) Lisa Wardell and (xix) Henry W. “Jay” Winship (collectively, the “Participants”). THE PARTICIPANTS STRONGLY ADVISE ALL STOCKHOLDERS OF THE COMPANY TO READ THE DEFINITIVE PROXY STATEMENT THAT HAS BEEN FILED WITH THE SEC AND OTHER PROXY MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT WWW.SEC.GOV. As of the date hereof, (i) SFS directly owns 100 shares of common stock, par value $0.00001 per share, of the Company (the “Common Stock”), (ii) SGOM directly owns 4,110,000 shares of Common Stock, (iii) SFH directly owns 1,410,000 shares of Common Stock and (iv) Cannae Holdings directly owns 2,299,900 shares of Common Stock. Additionally, as of the date hereof, SFS is party to cash-settled total return swaps referencing 3,942,810 shares of Common Stock in the aggregate and total return swaps referencing 121,090 shares of Common Stock in the aggregate. As described in the Schedule 13D filed with the SEC by Senator, Cannae and certain of their respective affiliates with respect to the Company, each of Senator, Senator GP, Senator GP LLC, Senator Master GP, Mr. Silverman, Cannae and Cannae Holdings may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) 7,941,090 shares of Common Stock (the “Shares”) and, therefore, each such Participant may be deemed to be the beneficial owner of all of the Shares. The Shares collectively represent approximately 9.99% of the outstanding shares of Common Stock based on 79,495,658 shares of Common Stock outstanding as of September 18, 2020, as reported in the Company’s definitive proxy statement filed on September 22, 2020. This communication does not constitute an offer to buy or solicitation of an offer to sell any securities or a recommendation to buy or sell any securities. PA G E NO . 3


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We Have Made a Compelling Proposal We have made a compelling offer with deal certainty from a uniquely qualified buyer Offering a 39% premium and a normalized EBITDA multiple 40%+ above CoreLogic’s 10.5x average Repeatedly stated we are open minded to increasing our offer if given diligence Unqualified ‘hell-or-high-water’ commitment, thereby removing any regulatory risk to closing Offered either to participate in an auction or to provide a generous go-shop Cannae & Bill Foley are precisely the type of credible buyer with whom CoreLogic’s Board should want to engage Note: Premium measured as of 6/15/20—the unaffected date. Normalized EBITDA of multiple of 15.5x based on Company guidance ($13.5M of EBITDA per $100B change in mortgage originations) applied to 10-year average mortgage origination level of ~$1.75T. 10.5x is CLGX average NTM EBITDA multiple over past 3 years prior to unaffected date. 4 PA G E NO .


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Shareholders Expect a Sale of the Company… Stock Price Largest Shareholder Realized Volatility Has Jumped 40+% for Seven Years, Holding Has Collapsed 67% Since Our Involvement 17.8%, Has Sold Position CoreLogic no longer trades on Stock price has increased over 40%; Largest shareholder for over 40fundamentals, but rather as a deal mortgage services peers are flat: seven years who held 17.8% stock anticipating a transaction: Stock Prices Indexed to 100 sold their position 1 50 Based on 13-G filings, sold 35 rapidly at implied ~25% of daily 1 40 volume and implied VWAP of 30 $67 / share 1 30 40+% increase Other top 10 shareholders have 34.7% 67% 25 1 20 notified us that they have also decrease exited their entire position (as 1 10 will be seen on 13Fs in mid- 20 November) 1 00 15 9 0 8 0 11.5% 10 15-Jun 15-Jul 15-Aug 15-Sep 15-Oct Day Before Bi d P ublic 16 -Oct-20 CLGX Mortgage Service s Peer s “We believe that Corelogic is no longer trading based on fundamentals or in-line with historical valuation—the stock price reflects the takeover offer and speculation that a higher offer or bidding process will ensue—and therefore do not view earnings projections as the driver of our price target.” – Compass Point, 7/24/20 Note: One month realized volatility of 11.5% is as of 10/16/20. Mortgage Services peers include EFX, FAF, FNF, FICO, and TRU. PA G E NO . 5


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Yet, CoreLogic’s Board Refuses to Engage CoreLogic’s Board has a long history of poor stewardship: Underperformed peers by 145% over 5 years Since Spin-off Performance VS. 1 Year 3 Years 5 Years ~10 Years Peers Selected By CoreLogic’s Own Board -4% -77% -145% -532% Broader Peer Group Set -8% -90% -161% -634% S&P 500 5% -22% -37% -93% Ranks in bottom 4% of entire Russell 3000 for missing market expectations     Has never met any of its long-term targets Consistently produces negative organic growth Poor stewardship continues today with Board’s refusal to engage Denies diligence     Attempts to invite regulatory scrutiny Plays games with the Special Meeting     Undermines each of our multiple efforts at private constructive engagement Claims up to $135 per share valuation (~190% premium)—making it clear they have no intention of engaging in a real discussion on value Note: TSR measured as of 6/15/20—the unaffected date. TSR since spin-off measured since 5/14/10. Bottom 4% of Russell 3000 over the two years prior to the unaffected date. PA G E NO . 6


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Shareholder Nominees Are Independent and Highly Qualified Nominees bring extensive experience overseeing and advising public companies as well as evaluating and executing value-maximizing transactions: Over half of the slate has served as CEO or Chair of a large organization Each has extensive M&A experience as well as financial, operational, or corporate governance expertise Better qualified than current Board per CoreLogic’s own qualification categories in proxy No affiliation with each other, Senator, Cannae, or any of our affiliates W. Steve Albrecht Martina Lewis Bradford Gail Landis Wendy Lane Ryan McKendrick Katherine “KT” Rabin Sreekanth Ravi Lisa Wardell Henry W. “Jay” Winship PA G E NO . 7


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Majority Needed to Protect Shareholder Rights and Ensure a Legitimate Sales Process Replacing nine of twelve, but not all, directors will maintain continuity: not seeking to replace the current CEO, Frank Martell (10 year tenure), Munce (3 year tenure), or Studenmund (9 year tenure) Majority needed to ensure a legitimate sales process: CoreLogic Board has repeatedly sought to avoid a sales process Substantial risk that current Board will use sham auction process as further delay tactic A real auction will be competitive as multiple bidders have expressed interest Replacing majority of Board with an experienced, independent slate ensures legitimate sales process Majority needed to protect against current Board’s threat to not allow shareholders to replace directors CoreLogic notified us that shareholders can only remove directors, not replace them—an aggressive bylaw interpretation requiring costly and protracted litigation by us to correct Under Delaware law removing a majority of the current board ensures that shareholders can not only remove, but also may replace directors Independent Directors Will Have Shareholder Mandate to Carry Out Legitimate Sales Process This Is a Vote for a Full and Fair Sales Process to Maximize Shareholder Value PA G E NO . 8


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Table of Contents Board’s Poor Stewardship We Have Made a Continues with Refusal Compelling Offer 1 4 to Engage with Us We Have Offered Deal Certainty from Independent Directors Are Needed 2 a Uniquely Qualified Buyer 5 to Protect Shareholder Value CoreLogic’s Board Has a Long Appendix: Correcting CoreLogic’s 3 History of Poor Stewardship 6 Misleading Communications


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Section One We Have Made a Compelling Offer We Have Offered Deal Certainty for a Uniquely Qualified Buyer Core Logic’s Board Has a Long tistory of Poor Stewardship A Unlocking CoreLogic Board’s Poor Stewardship Bk Continues with Refusal Engage with Us Independent Directors Are Needed 5 to Protect Shareholder ValueAppendix: Correcting CoreLogic’s6 Misleading Communications


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We Have Offered a Compelling Premium… 39% Premium to Unaffected Price 28% Premium to 52-Week High % Premium % Premium 60 % 60 % 50 % 50 % 40 % 30 % 28% 40 % 39% 20 % Median 12% 10 % 30 % 0% Median 22% -10 % 20 % -20 % 10 % -30 % -40 % 0% -50 % T Y K S I I B S P T Y S S P B I K I G C T L G T G G T Y T C L DH W P TSS Y W P TSS W W DH NX FD DS HP EL UL DN / NX DS HP W / DN UL FD EL HA BA W PA S BA PA S HA V/ FI V/ FI VN T VN T 75%+ Higher Than Median 100%+ Higher Than Median Higher Than All But One Deal in Sector Higher Than All But Two Deals in Sector Note: Source is Bloomberg, company filings, and Senator analysis. Unaffected dates account for M&A news that impacted target stocks prior to deal announcement. Includes all completed acquisitions in the Financial Technology sector of a publicly listed US, CN, or UK company over $3B in enterprise value over the past five years. S ECT I O N ON E – WE HAV E MA D E A CO M P EL L I N G OF F E R PA G E NO . 11


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and a Compelling Multiple Compelling Multiple Relative to Growth Compelling Multiple Relative to 3Y High 14 0% 13 0% 126% High 3Y 12 0% of % 11 0% as 10 0% at $66 Multiple 95% Mtge PF* EBITDA 90 % Median 88% ELLI (30%, ~20x) and Optimal Blue (35%, Takeout NTM ~25x) are below the 80 % / line and “off the chart” EV reflecting discounted multiple to account for 70 % peak mortgage cycle EV/EBITDA $66 60 % I Y B S K T S I P 6 * T T C Y G L G 6 TSS W DS P EL W DH $ 6 UL HPDN FD W NX / t PF BA PA S$ e HA T V/ FI X a a t g t g e M G X VN 6 Mt CL G6 L $ 6 t 6 C a NTM Revenue Growth X$ G t a CL Note: Source is Bloomberg , company filings, and Senator analysis. Unaffected dates account for M&A news that impacted target stocks prior to deal announcement. Includes all completed acquisitions in the Financial Technology sector of a publicly listed US, CN, or UK company over $3B in enterprise value over the past five years. CLGX Mtge PF multiple of 15.5x normalizes EBITDA by applying Company guidance ($13.5M of EBITDA per $100B change in mortgage originations) to 10-year average mortgage origination level of ~$1.75T. S ECT I O N ON E – WE HAV E MA D E A CO M P EL L I N G OF F E R PA G E NO . 12


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CoreLogic Wants an ‘Information Services Peer’ Multiple …But Has Not Come Close to Their Multiple, Growth, or TSR Has Never Received a Similar Multiple… …Because Has Never Performed Like Them Company % CLGX In fo Ser vi ces P eers Selected Peers difference 20 x CoreLogic has never Revenue CAGR grown like them... 0.9% 4.7% -80% ‘17/’20 15 x Consensus Revenue CAGR 0.8% 6.6% -88% EBITDA ’22/’20 …Is not expected NTM to grow like them 10 x Consensus / EBITDA CAGR -1.4% 9.9% -114% EV ’22/’20 5 Year 5x …and therefore has 16 16 16 16 17 17 17 17 18 18 18 18 19 19 19 19 20 20 Total — — — — — — — — — never performed like 26% 171% -85% Shareholder 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q 3Q 4Q 1Q 2Q them. Return Note: Source is Bloomberg and Bloomberg consensus estimates. Information Services Peers are those companies selected by CLGX: CSGP, DNB, EFX, EXPN, FICO, INFO, REL, TRI, TRU, VRSK, and WKL. TRI is excluded for the period Feb 2018 to June 2019 as Consensus estimates were inconsistent due to a major divestiture. EBITDA multiple chart excludes DNB as company was not publicly traded prior to unaffected date. Consensus estimates do not include future anticipated divestitures by CLGX or peers, thereby making them comparable. S ECT I O N ON E – WE HAV E MA D E A CO M P EL L I N G OF F E R PA G E NO . 13


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Mortgage Volumes Have Consistently Been Volatile and Cyclical MBA Expects Originations to Peak in 2020 and Revert Thereafter 3,500 CLGX forecasts ~30% above MBA for 2021 & 2022 “…normal mortgage market of $1.5 trillion to $1.75 trillion going forward.” 3,000 – Frank Martell, 2/23/2017 $ B 2,500 Originations 10-Year Average Mortgage Volume = ~$1.75T MBA 2,000 1,500 1,000 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020E 2021E 2022E Note: Source is Mortgage Bankers Association (MBA), CLGX’s investor presentation, and CLGX management comments, e.g. published by Wolfe Research on 9/23/20. S ECT I O N ON E – WE HAV E MA D E A CO M P EL L I N G OF F E R PA G E NO . 14


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CoreLogic Has Given Clear Guidance on Sensitivity to Mortgage Volumes “…sensitivity that we’ve used for several years for the Company, “So, for every $100 billion of mortgage origination volume, which is for every $100 billion of market activity in origination, it’s worth roughly $20 million to $25 million of revenue and it’s roughly a $22 million to $25 million of revenue and $12 million to $15 million of EBITDA, that’s been true for several $12 million to $15 million of EBITDA.” years.” -Frank Martell, 9/12/16 -Frank Martell, 11/11/15 “…roughly for every $100 billion of originations, we have Analyst: “Frank, are you guys still feeling good about the rule about $12 million to $15 million of EBITDA and about $20 of thumb that kind of $20 million to $25 million of revs on million to $25 million of revenue. That’s been pretty every $100 billion origination swings? Is that still accurate?” consistent over time.” -Frank Martell, 6/7/17 Frank Martell: “Yes. That’s still correct.” 2/27/18 “…sensitivity which has worked for many, many years, which “…we were at $12 million of EBITDA and about $25 is kind of that $12 to $15million of EBITDA and $25 million million of revenue.” revenue.” -Frank Martell, 7/23/20 -Frank Martell, 7/25/19 7/23/2020 Guidance Presentation: “2020E / 2021E mortgage originations of $2.87T / $2.58T” • This equals a $290B year over year decline • 2021 revenue bridge shows -$75M mortgage impact • $75M / $290B = $25.8M per $100B, in-line with historical guidance on sensitivity S ECT I O N ON E – WE HAV E MA D E A CO M P EL L I N G OF F E R PA G E NO . 15


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Mortgage Sensitivity Shows 100% of 2020 EBITDA and Revenue Increases Are Simply Due to Increased Mortgage Volumes Revenue EBITDA Company Stated Sensitivity to each $100B increase in originations $22.5M $13.5M Historical sensitivity to originations (midpoint) X Increase in MBA 2020 Origination Forecast: February 2020 to September 2020 $1,154B $1,154B Recent surge in origination volumes Increase in CoreLogic Mortgage Tailwind: February ‘20 to September ‘20 +$260M +$156M More Than Entire Guidance Increase Explained by Mortgage Volumes Increase in CoreLogic Guidance: February ‘20 to September ‘20 +$256M +$120M % of increase explained by mortgage benefit 101% ! & 130% Note: Sensitivity provided by CoreLogic as recently as 7/23/2020 on earnings call; see page 15 above. EBITDA includes Company’s Covid addback of $32.5M Rev and $10M EBITDA ($10M of EBITDA derived from 32% EBITDA margin in 2020 guidance)


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CoreLogic Acknowledges Mortgage Sensitivity When Compensating Themselves …But Not When Delivering Value to Shareholders When Mortgage Cycle is Down But When Mortgage Cycle is Up CoreLogic Lowers the Bar CoreLogic Claims they for Compensation are a ‘Powerhouse’ After underperforming its compensation peers by ~30% in 2018, CoreLogic selected easier Today, with mortgage volumes surging peers (companies added underperformed more than 50% above originally forecasted, companies removed by over ~40% during the CoreLogic claims linking performance to past two years) to adjust for mortgage mortgages is false sensitivity and thereby increase compensation “For 2019, the Company refreshed its peer group to “We have transformed our business into a data and analytics provide greater alignment with businesses that are sensitive powerhouse …which we expect to drive an increased to mortgage origination volumes and interest rates …there trading multiple and additional share price appreciation. continues to be a strong relationship between the Company’s stock performance and these volatile demand Senator and Cannae continue to falsely claim that our factors.” substantial outperformance is an anomaly due to the current strong mortgage market.” – 2019 Annual Proxy – CoreLogic Letter to Shareholders, 9/10/20 S ECT I O N ON E – WE HAV E MA D E A CO M P EL L I N G OF F E R PA G E NO . 17


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The Market Does Not Pay for Volatile and Cyclical Mortgage Volumes ...Evidenced by Unchanged Stock Prices Among Mortgage Peers Mortgage 2QA Rev vs 3QE Rev vs Stock Price Company Mortgage Estimate on Estimate on Change Since Exposure June 15th June 15th June 15th CoreLogic claims it is “inflecting” based on 2020 results. Yet results are no better than peers whose stock prices are unchanged since June 15th (unaffected date). “If you look at the MBA statistics, they are predicting, 2021 will have about a one-third decline in the mortgage market. It could be a little higher than that based on some of our internal work. And again, that is primarily because this universe of mortgages that can be profitably refinanced is going to get depleted over the next several quarters. And then re-fi volume is going to fall a lot. And that’s particularly true now that the GSEs are adding 50 basis points price premium there, that’s a contributor to it. And then I think the purchase market, it will be kind of flat to slightly declining next year as well. So look, we have all appreciated having the positive counterweight in our portfolios that mortgages provide, but I don’t see that -- that’s not going to -- that’s not a new normal that can remain beyond the next several quarters.” - Chris Cartwright, CEO of TransUnion 9/15/20 “We believe Mortgage unsustainable ... Equifax faces difficult 1 H21 Mortgage compares which at the very least will cause rev growth to decelerate meaningfully ... the stock has anticipated much of the upside the co is currently delivering” - Truest Securities, 9/8/20 “We are raising our [Equifax] forward estimates but expect a relatively muted stock response given the upside is primarily sourced from Mortgage.” - Cowen, 9/8/20 SECTION ONE - WE HAVE MADE A COMPELLING OFFER PAGE NO. 18


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For Information Services Companies, Revenue Growth Determines Valuation Multiple… EBITDA Multiple is 90% Correlated to Revenue Growth 55x 50x 45x 40x 35x EBITDA 30x Our Offer Values    CoreLogic NTM 25x “Above the Line” / EV i.e. Expensive for 20x at $66 Its Growth Profile Mtge PF* 15x 10x at $66 5x 0.0% 2.5% 5.0% 7.5% 10.0% 12.5% 15.0% 17.5% 20.0% REVENUE GROWTH Note: Source is Bloomberg, Bloomberg consensus estimates, and company filings. Revenue growth is 2022E vs 2021E. CLGX Mtge PF multiple of 15.5x normalizes EBITDA by applying Company guidance ($13.5M of EBITDA per $100B change in mortgage originations) to 10-year average mortgage origination level of ~$1.75T. S ECT I O N ON E – WE HAV E MA D E A CO M P EL L I N G OF F E R PA G E NO . 19    


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and CoreLogic Has Failed to Grow CoreLogic says it had a 6% CAGR over this period, but never acknowledged that 150% of its “growth” came from acquisitions [CoreLogic has been declining 2013 Revenue 2014-20 M&A | -$49 l-$192| Negative Organic Growth 2020 Expected Revenue Note: Source is CLGX filings. SECTION ONE - WE HAVE MADE A COMPELLING OFFER page No 20


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Even After Adjusting for Mortgage Sensitivity, CoreLogic Has Not Grown Organically…Despite Repeatedly Claiming It Has No Growth, Even After Adjusting for Wind Downs of Failed Businesses (a questionable adjustment) 2014 2015 2016 2017 2018 2019 1H ‘20 2% 0% -2% -4% -6% -8% ex M&A, FX, MD&A M tge Adj, & Wi nd Downs ex M&A, FX, Se nsitivity Mtge Adj , & Win d Downs CEO Repeatedly Claims Growth …Analysts Rightfully Question “CLGX highlighted 5% organic “We consider CLGX’s “organic” “For the full “…continued “Over the past “I would growth in 2Q20; however, we growth metric low quality and year of 2016 positive two years, characterize estimate a single-digit-decline to difficult to fully reconcile ... It our organic organic CoreLogic the growth flat organic revenue growth… also does not have a recent growth rate was growth delivered rate as kind positive organic PIRM revenues, which are not tied track record of consistent approximately trends” of flat last to mortgages, declined ~4%...” meaningful organic growth.” 5%” 2/27/18 growth” year” 2/27/19 – Deutsche Bank, 7/23/20 – Baird, 9/22/20 2/23/17 2/26/20 Note: CEO quotes are Frank Martell during earnings calls. See description of organic growth calculation on page 22 below. S ECT I O N ON E – WE HAV E MA D E A CO M P EL L I N G OF F E R PA G E NO . 21    


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No Matter How One Calculates It: CoreLogic Has Not Grown 2014 2015 2016 2017 2018 2019 1H ‘20 Cumulative 1Prior Year Reported Rev 1,404 1,405 1,528 1,953 1,851 1,788 877 2Plus: Deferred Rev - - - - - (24) - 3Equals: Adj. Base for Prior Year Rev 1,404 1,405 1,528 1,953 1,851 1,765 877 4Plus: Wind Downs of Failed Businesses - - (42) (6) - (62) (49) 5Equals: Adj. Base for Prior Year Rev ex Wind Downs 1,404 1,405 1,486 1,947 1,851 1,703 829 6Reported Revenue 1,405 1,528 1,953 1,851 1,788 1,762 921 7Less: M&A 128 82 396 41 60 59 5 8Less: FX (6) (23) (4) 2 (4) (10) (5) 9Less: Deferred Rev - - - - 24 - - 10Equals: Reported Rev Adj. for M&A and FX 1,284 1,470 1,560 1,809 1,709 1,713 921 Mortgage Adjustment Method 1: Adjust for Mortgage Volume Based on MD&A Commentary All Calculation 11Less: Mtge Impact Cited in MD&A (97) 57 76 (130) (123) 41 108 Methodologies 12Equals: Reported Rev Adj. for M&A, Fx, & Mtge 1,381 1,412 1,485 1,938 1,832 1,671 813 Mortgage Adjustment Method 2: Adjust for Mortgage Volume Based on Sensitivity Guidance Negative Organi 13YoY Change in Mtge ($ trillion) (5.84) 4.18 3.72 (2.91) (0.83) 4.96 6.65 Growth 14Multiplied by: Sensitivity to Each $100bn of Mtge 22.5 22.5 22.5 22.5 22.5 22.5 22.5 15Equals: Mtge Impact Implied by Sensitivity Guide (131) 94 84 (65) (19) 112 150 16Equals: Reported Rev Adj. for M&A, Fx, & Mtge 1,415 1,376 1,477 1,874 1,727 1,601 771 Change in Revenue Calc. ex M&A & FX 10-3 (121) 65 32 (144) (142) (52) 44 (318) ex M&A, FX, & Wind Downs 10-5 (121) 65 74 (138) (142) 10 93 (161) ex M&A, FX, & MD&A Mtge Adj 12-3 (24) 7 (44) (14) (19) (93) (64) (251) ex M&A, FX, MD&A Mtge Adj, & Wind Downs 12-5 (24) 7 (2) (9) (19) (32) (16) (93) ex M&A, FX, & Sensitivity Mtge Adj 16-3 11 (29) (51) (78) (124) (164) (106) (542) ex M&A, FX, Sensitivity Mtge Adj, & Wind Downs 16-5 11 (29) (10) (73) (124) (102) (57) (384) I 1 Note: Organic growth follows industry-standard methodology of adjusting for impact from acquisitions, divestitures, and FX. CLGX makes an additional, questionable adjustment to exclude impact of business “wind downs.” Given ~60% of CLGX revenue is tied to mortgage volumes, CLGX makes an additional mortgage volume tailwind/headwind adjustment, as do investors and sell side analysts. For each fiscal year, we have included CLGX’s mortgage volume adjustment as described in the Valuations, Credit Solutions, Flood, and Property Tax business disclosures in the 10-K and 10-Q MD&A. An alternative adjustment methodology is the Company’s “rule of thumb” sensitivity of $22.5M of revenue for each $100B change in mortgage originations—which suggests even lower organic growth. We believe the difference between the two methodologies is due in part to CLGX adjusting out the fact that its primary mortgage clients have been losing market share in recent years. These market share loses are likely to reverse in coming quarters and may contribute to CLGX overstating organic growth. Page No. 22


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Yet, CoreLogic’s 2021 and 2022 Forecasts Assume an Unprecedented Inflection in Organic Growth 6% 5% 4% Our targeted diligence requests are focused 3% on validating this Y/Y% unprecedented increase in organic growth 2% Growth We are willing 1% to pay for real Organic organic growth 0% but we need -1% real information -2% -3% 2016 2017 2018 2019 2021 E 2022 E Note: See description of organic growth calculation on page 22. Chart displays page 22 row entitled “ex M&A, FX, MD&A Mtge Adj, & Wind Downs.” For CLGX guidance, see recent investor presentation stating “at least 5%.” S EC T I O N ON E – WE HA V E MAD E A CO M P E L L I N G OF F E R PA G E NO . 23


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Any Valuation of CoreLogic Should Normalize for Mortgage Volumes and Sensitize Impact From Organic Growth Guidance Given volatility of the mortgage market, Given history of negative growth, normalize for average mortgage volumes: look at EBITDA with & without assumed growth: Normalized Mortgage Market- 10 yr Avg $1,750 Assumed Organic Growth 2021 5%+ CoreLogic Assumed 2021 Mortgage $2,850 2020 Revenue $1,933 Market Difference $(1,100) 2021 Organic Revenue Growth $95-100 Sensitivity to each $100B of mortgage $13.5 Incremental margin 45% market EBITDA impact $(149) EBITDA impact $(44) Note: CLGX 2021 mortgage volume assumption stated by management, e.g. Wolfe Research 9/23/20. 5% organic growth rate and $95-100M organic revenue growth are from CLGX investor presentation. Incremental margin is calculated using Company’s 2021 vs 2020 guidance. S ECT I O N ON E – WE HAV E MA D E A CO M P EL L I N G OF F E R PA G E NO . 24    


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Our Offer Is Compelling: Pays for Growth Potential Despite Years of No Growth Including Excluding Unprecedented Unprecedented Organic Growth Organic Growth Assumption Assumption CoreLogic 2021 EBITDA Guidance 648 648 Normalized for Mortgage Market (149) (149) Normalize for mortgage market Show with and without unprecedented growth Growth Assumption—(44) assumption Adjusted EBITDA 499 455 EBITDA multiple 12.0x 10.5x Company average EBITDA multiple is 10.5x (higher in high growth case) Enterprise Value 5,988 4,779 FCF pays for dividends and buybacks that Net Debt (1,430) (1,430) offset stock-based comp until deal closing Equity Value 4,558 3,349 Fully Diluted Shares 82 82 Implies stock price will decline by ~20-to-40% Share price in January 2021 $56 $41 if no deal Proposal Price $66 $66 Proposal pays for growth potential: Offer in Excess of if no growth, we substantially overpaid. 19% 61% Full Value Demonstrates why targeted diligence into growth required to evaluate a higher offer. Note: Calculations for normalizing for mortgage volumes and growth assumption located on preceding page. 10.5x is CLGX average NTM EBITDA multiple over the past three years prior to the unaffected date. S ECT I O N ON E – WE HAV E MA D E A CO M P EL L I N G OF F E R PA G E NO . 25    


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As We Have Repeatedly Stated to the Board: We Are Open-Minded to Increasing Our Offer if Supported by Diligence “Our request for diligence is sincere. The current surge At our July 14th meeting, the first and only in mortgage origination volumes reflected in second meeting allowed with the Board, we directly and third quarter results does not impact our communicated that we were open-minded assessment of value, as it was well known by us and as to value but required diligence. the market in early June – demonstrated by the fact that mortgage-exposed peers’ stock prices are We continued this message in every essentially unchanged since that time, despite peers having surpassed early-June estimates by as much or subsequent communication: more than CoreLogic. However, understanding the Company’s organic revenue growth and business composition (product line profitability and the mix of subscription vs transaction-based revenues) could “…we are open-minded as to value…Our request impact our valuation. This is why our targeted for diligence is reasonable and sincere. Despite nine diligence requests are namely to see revenue and months of “outside in” research, it is surprisingly EBITDA by product line for 2018 through 2022 difficult for shareholders to determine the true estimates along with bridges to show drivers of organic growth rate of CoreLogic.” growth. We need diligence to understand these items in part because the Company reports two segments – Letter Announcing Intention to Nominate, 7/29/20 and one consolidated organic growth figure despite having at least ten business lines.” – Letter to Board, 9/14/20 “…with appropriate access to diligence, are open-minded as to the value of our offer.” “…we are open to increasing our offer if allowed targeted diligence that supports a higher value.” – Delivering Consents for Special Meeting, 8/31/20 – Letter to Shareholders, 9/25/20 S ECT I O N ON E – WE HAV E MA D E A CO M P EL L I N G OF F E R PA G E NO . 26


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Every Step of the Way, the Research Community Has Agreed “Offer price seems fair given peak multiples on peak of mortgage cycle.” “… we think the market could see the targeted revenue growth rates of 4-5% – Deutsche Bank, 6/26/20 in 2021/22 as challenging.” – KBW, 7/7/20 “To us, this looks like a very compelling offer for shareholders as it is “Hope Springs Eternal: We view CLGX’s 2021 and 2022 guidance as optimistic difficult to envision a better return with the longer-term challenge of a low mortgage origination environment. There would need to be a material for the following reasons: (1) Predicting the mortgage market is an uncertain acceleration of the PIRM business to offset this challenge and we have not business in the best of times, but in the middle of a pandemic and facing a US seen tangible signs to make us believe that is likely.” presidential election we would argue that visibility is worse than usual – and – Compass Point, 6/26/20 mortgage volumes drive 60% of CLGX’s revenue. Prior to today CLGX had never given annual guidance prior to the January of that year. (2) CLGX’s 2021 revenue and adj. EBITDA guidance assumes a 10% decline in mortgage volumes. While we …we see the offer price as relatively reasonable given normalized organic certainly have no edge in predicting the mortgage market, we note that this revenue growth profile in the low-mid single digit range...– Wolfe, 6/26/20 assumption is more aggressive than all of the 3 major forecasters ... (3) Even assuming only a 10% decline in mortgage originations in 2021, achieving 2021 adj. EBITDA guidance of $595-615MM seems like a stretch.” – Wells Fargo, 7/7/20 Overall, we believe the buyout would represent a fair outcome for CoreLogic shareholders given that earnings estimates reflect elevated mortgage volumes (which are highly cyclical)… – William Blair, 6/26/20 “… we model conservatively relative to the updated guide, which we view as somewhat ambitious given the uncertainty in the macro environment, volatility in mortgage originations forecasts, and recently slower growth in non-mortgage sensitive revenues.“ – Wolfe, 7/8/20 We view $65 as attractive, having a high probability of occurring, and unlikely to draw bids materially above the $65 level… (1) The $65 offer is a significant premium to where CLGX has traded historically, no matter “We believe CLGX shares will most likely be acquired around the current price. how you slice it …(2) US mortgage volumes are highly cyclical, drive 60% We could see a takeover >$65, but believe CLGX is unlikely to be acquired at a of CLGX revenue and are forecasted to peak in 2020 and decline in 2021 price meaningfully above the current ~$68 price (we believe likely “strategic and 2022. – Wells Fargo, 6/29/20 acquirer” pool is fairly limited).” – Baird, 7/23/20 We believe there is limited visibility and significant downside risk to the guidance given 1) ~60% of CLGX’s revenues are generated from “Downgrading… While we do acknowledge that CLGX is performing at a high mortgage originations which are forecasted to decline in 2021 and 2022, level (likely highest ever) and there are some compelling LT targets in place, we and 2) flat to low-single digit organic growth historically excluding see too much uncertainty on the road to those targets, targets that do also need the support of a continued >$2.3 tril. U.S. mortgage backdrop vs. the most mortgages. – Deutsche Bank, 7/7/20 recent 10-year (2010-2019) avg. of ~$1.8 tril.“ – Stephens, 7/24/20 1 S ECT I O N ON E – WE HAV E MA D E A CO M P EL L I N G OF F E R PA G E NO . 27


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Section Two We Have Made a We Have Offered Deal Certainty from 2 a Uniquely Qualified Buyer CoreLogic’s Board Has a Long listory of Poor Stewardship Unlocking CoreLogic Board’s Poor Stewardship Bk Continues with Refusal Engage with Us Independent Directors Are Needed 5 to Protect Shareholder Value k Appendix: Correcting CoreLogic’s 6 Misleading Communications Section Three k We Have Made a k We Have Offered Deal Certainty from 2 a Uniquely Qualified Buyer CoreLogic’s Board Has a Long | 3 History of Poor Stewardship Unlocking CoreLogic Board’s Poor Stewardship Bk Continues with Refusal Engage with Us Independent Directors Are Needed 5 to Protect Shareholder Value k Appendix: Correcting CoreLogic’s 6 Misleading Communications


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Our Proposal Provides Regulatory and Financing Certainty Regulatory Certainty: No Overlapping Businesses and Financing Certainty Hell or High Water Commitment â–º Neither Cannae nor Senator have a single â–º Bank of America has provided a ‘highly overlapping business with CoreLogic confident’ letter for the total amount of debt financing â–º Overlapping director issues can be easily remedied by setting up a ‘Chinese Wall’ or â–º Bill Foley and Cannae have carried out stepping off a board numerous multi-billion dollar transactions including companies similar in size to CoreLogic â–º We have committed to signing a ‘Hell or High Water’ provision—no matter what antitrust issue â–º We have turned away private equity firms who may arise, we are required to accept the have sought to be part of the equity group regulatory fix and close the transaction â–º CoreLogic has not articulated any specific concern which is not overcome by the above statements â–º We believe CoreLogic’s regulatory concern is a smokescreen designed to distract from our compelling bid â–º We have removed whatever regulatory risk CoreLogic might claim exists to shareholders S ECT I O N TW O – WE HAV E OF F E R E D DE A L CER T A I N T Y FR O M A UN I Q UE L Y QU A L I F I E D BU YE R PA G E NO . 29    


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We Are a Uniquely Qualified Buyer and Precisely the Type of Credible Buyer With Whom CoreLogic Should Want to Engage Logical Buyer Pay High Multiples When Warranted Cannae is led by William P. Foley II (“Bill Foley”) a Paid ~25x for Optimal Blue due to 35% sustainable preeminent operator and deal maker with a 32-year growth and strategic value—proving that we pay for track record of successful acquisitions of businesses growth, value, and quality like CoreLogic Therefore, We Believe We Are Track Record of Successful Acquisitions Best Positioned to Pay Full Value Bill Foley has led the creation of several multi-billion- We are precisely the type of credible buyer with dollar companies with hundreds of acquisitions across whom CoreLogic should engage diverse platforms, including FNF, FIS, BKI, Ceridian, and FGL. Most recently led acquisition of Dun & Board’s refusal to allow diligence and endless Bradstreet in February 2019 gamesmanship is not in shareholders’ best interest S ECT I O N TW O – WE HAV E OF F E R E D DE A L CER T A I N T Y FR O M A UN I Q UE L Y QU A L I F I E D BU YE R PA G E NO . 30    


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Section Two We Have Made a We Have Offered Deal Certainty from 2 a Uniquely Qualified Buyer CoreLogic’s Board Has a Long listory of Poor Stewardship Unlocking CoreLogic Board’s Poor Stewardship Bk Continues with Refusal Engage with Us Independent Directors Are Needed 5 to Protect Shareholder Value k Appendix: Correcting CoreLogic’s 6 Misleading Communications Section Three k We Have Made a k We Have Offered Deal Certainty from 2 a Uniquely Qualified Buyer CoreLogic’s Board Has a Long | 3 History of Poor Stewardship Unlocking CoreLogic Board’s Poor Stewardship Bk Continues with Refusal Engage with Us Independent Directors Are Needed 5 to Protect Shareholder Value k Appendix: Correcting CoreLogic’s 6 Misleading Communications


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CoreLogic Has Significantly Underperformed Its Peers Against any relevant peer group over any relevant period of time, the Company has underperformed: Spin-off 1 Year 3 Years 5 Years ~10 Years Peers Selected By -4% -77% -145% -532% CoreLogic’s Own Board Broader Peer Group Set -8% -90% -161% -634% Performance vs. S&P 500 5% -22% -37% -93% Note: Source is Bloomberg. TSR measured as of 6/15/20—the unaffected date. Peers selected by CLGX are CSGP, EFX, EXPN, FICO, INFO, REL, TRI, TRU, VRSK, and WKL. Broader Peer Group Set includes additional peers of BKI, MSCI, MCO, and SPGI. TSR since spin-off measured since 5/14/2010. S ECT I O N TH R E E – CO R EL O G I C ’ S BO A R D HAS A LO N G HI S T O R Y OF PO O R STE W A R D SH I P PA G E NO . 32


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Every Single One of Its Peers Spin-off 1 YEAR 3 YEARS 5 YEARS ~10 YEARS -7% -152% -198% -1260% -24% -199% -357% -1608% -1% -89% -100% -302% 7% -47% -76% -13% -2% -64% -75% -264% -6% -37% -138% NM -13% -93% -274% NM Performance -16% -12% -58% -358% vs. 15% -3% -31% -183% 8% -71% -142% -271% -28% -118% -140% -1199% -25% -203% -433% -813% -30% -110% -201% -1123% -9% -76% -129% NM Note: Source is Bloomberg. TSR measured as of 6/15/20—the unaffected date. Peers selected by CLGX are CSGP, EFX, EXPN, FICO, INFO, REL, TRI, TRU, VRSK, and WKL. Broader Peer Group Set includes additional peers of BKI, MSCI, MCO, and SPGI. TSR since spin-off measured since 5/14/2010. 3 S ECT I O N TH R E E – CO R EL O G I C ’ S BO A R D HAS A LO N G HI S T O R Y OF PO O R STE W A R D SH I P PA G E NO . 33


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Consistently Missed Market Expectations: Ranks in the Bottom 4% of the Entire Russell 3000 Bottom 4% of Russell 3000 – and – Bottom 4% of Russell 3000 for Frequency of Negative Reactions for Severity of Reactions Frequency Of Negative Returns Average Return 0% 20% 10% 15% 20% 10% 30% 5% 40% 50% 0% 60% -5% 70% -10% 80% -15% 90% 100% -20% Negative returns Average return 88% of the time -6% Note: Source is Bloomberg. Measurement period is past two years prior to unaffected date. S ECT I O N TH R E E – CO R EL O G I C ’ S BO A R D HAS A LO N G HI S T O R Y OF PO O R STE W A R D SH I P PA G E NO . 34    


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Failed to Achieve Any of Its Three Long-Term Goals: (1) Has Not Diversified Away From US Mortgages 60% 50% GO A L > 5 0 % Total 40% % Revenue 30% Mortgage 20% 10% US Non - 0% 2013 2014 2015 2016 2017 2018 2019 1H20 “Our goal is to “strategic business “…long-established “The company is “As a matter of “A key component grow this segment plan… First, grow goal of growing the continuing to drive strategic intent, we of our strategic [non-US mortgage] the D&A segment D&A segment [non- towards that are targeting to plan remains to to greater [non-US mortgage] US mortgage] to 50% nonmortgage eventually grow our grow our non-US than 50% of to over 50% of total over 50% of total -related revenue non-U. S. mortgage mortgage sensitive Company total revenues” revenues” target…So we’re footprint to at least footprint to at least revenues over the 2/26/14 2/25/15 going to get there.” 50% of our total 50% of our total next 3 years.” 2/27/18 revenues.” revenues over the 2/22/13 2/27/19 next few years.” 2/26/20 All quotes from CEO during earnings calls Note: Source is CLGX filings and management commentary. Assume Non-US Mortgage Revenue approximately equals PIRM segment revenue; under old segmentation prior to 2016, assume it equals D&A revenue. S ECT I O N TH R E E – CO R EL O G I C ’ S BO A R D HAS A LO N G HI S T O R Y OF PO O R STE W A R D SH I P PA G E NO . 35


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Failed to Achieve Any of Its Three Long-Term Goals: (2) 30% EBITDA Margins—Six Years Late and Not Actually Achieved “...CoreLogic’s target of 30% adjusted EBITDA margins during 2013 .$1 trillion to $1.2 trillion to deliver the 30% margin.” 11/3/11 “We think the long-term margin profile of the Company is north of30%and we expect to move up in that direction in 2015 as the market returns.” 2/26/14 “CoreLogic is committed to achieving30%plusadjusted EBITDA margins over the next three years based on a normalized US mortgage market.of $1.5 trillion to $1.75 trillion” 2/23/17 “.our goal of achieving at least 30% adjusted EBITDA margins by 2020 based on a normalized U.S. mortgage market..” 2/27/19 “.on track to reach its target of at least30% sustained EBITDA margins as we exit 2013.” 2/22/13 “the long-term margin trajectory in the30%s is achievable” 2/25/16 “.our goal of achieving at least30%adjusted EBITDA margins by 2020 based on a normalized U.S. mortgage market.” 2/27/18 All quotes from Frank Martell during earnings calls, except 2013 comment by CEO Note: Source is CLGX filings and presentations. 2020 Norm is normalized based on CLGX guidance of $22.5M of rev and $13.5M of EBITDA for each $100B change in mortgage originations. SECTION THREE - CORELOGIC’S BOARD HAS A LONG HISTORY OF POOR STEWARDSHIP PAGE NO. 36


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Failed to Achieve Any of Its Three Long-Term Goals: (3) Has Not Grown Organically, Yet Constantly Claims It Has CoreLogic Has Never Grown, Despite Claiming It Has Even After Adjusting for Wind Downs of Failed Businesses (a questionable adjustment) 2014 2015 2016 2017 2018 2019 1H ‘20 2% 0% ex M&A, FX, MD&A M tge Adj, & Wi nd Downs ex M&A, FX, Se nsitivity Mtge Adj , & Win d Downs Setting The Goal CEO Repeatedly Claims Organic Growth “We want to get to that 5%, “For the full year of “…continued “Over the past two “I would 6% growth trajectory 2016 our organic positive organic years, CoreLogic characterize the …through product growth rate was growth trends” delivered positive growth rate as kind innovation.” 5/19/15 approximately 5%” 2/27/18 organic growth” of flat last year” 2/23/17 2/27/19 2/26/20 Note: See description of organic growth calculation on page 22 above. S ECT I O N TH R E E – CO R EL O G I C ’ S BO A R D HAS A LO N G HI S T O R Y OF PO O R STE W A R D SH I P PA G E NO . 37


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Avoids Accountability by Continually Re-segmenting Financials â–º Used to publish 14 KPIs tracking quarterly “Frank is very astute at re-segmenting often so he isn’t held mortgage volume exposure but now reports none accountable for some stuff that he told the Street. I had IR-related responsibilities and personally attended meetings where he â–º Has not provided a way for investors to consistently discussed this approach. It makes it really hard to understand how track either mortgage revenue or organic revenue the business has developed over the last several years.” growth over 5+ years – CoreLogic Former Finance Executive Discontinued KPIs S ECT I O N TH R E E – CO R EL O G I C ’ S BO A R D HAS A LO N G HI S T O R Y OF PO O R STE W A R D SH I P PA G E NO . 38    


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Wasted Capital on Misguided Strategic Initiatives and M&A: CoreLogic Acquisitions Were Misguided From the Start CoreLogic spent nearly $1 billion and CoreLogic Valuations Revenue ($mm) MBA Ori gi nations ($bn) almost 5 years acquiring and integrating $450 3,500 valuation & appraisal businesses Board and Management missed the fact $400 3,000 that large valuation/appraisal customers can easily switch vendors and want Despite vendor diversification $350 surging MBA 2,500 volumes, Due to its misguided strategy, CoreLogic valuation immediately began losing business as it $300 revenue has 2,000 began to roll-up competitors—losing plummeted $100+ million of revenue $250 1,500 After all this time and resource, we estimate CoreLogic’s effective purchase price to be ~25x EBITDA for businesses $200 1,000 that today we believe trade for <10x 2016 2017 2018 2019 2020E “…we believe that CoreLogic likely overpaid for these assets...” “…there is no clear strategy at this point.” – William Blair, 1/19/19 – Compass Point, 1/2/18 Note: Source is CLGX filings. 2020E is Visible Alpha Consensus revenue for Valuation segment, which is slightly higher than 1H20 revenue annualized. S ECT I O N TH R E E – CO R EL O G I C ’ S BO A R D HAS A LO N G HI S T O R Y OF PO O R STE W A R D SH I P PA G E NO . 39


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Failed to Improve Execution: Margin Expansion Only Arrived With Wind Down of Failing Businesses Margins Historically Only Expanded With Wind Downs “…we’re not going to shrink our way into it.” – Frank Martell, 7/26/18 $2,000 29% A n d i t c o n t i n u e s … 28% $1,900 “The divestiture of these businesses is expected to increase EBITDA margins by 27% approximately 350 basis points to 35% on a $1,800 pro-forma basis...” – Frank Martell, 7/23/20 26% $1,700 25% “These guys might have a 60% EBITDA margin on $10 of revenue by the time they get done divesting all of their businesses $1,600 24% and are just left with the company vending 2016 2017 2018 2019 machine. That’s one way to get to a target.” Reven ue EBITDA margin % – Sell Side Analyst, 7/23/20 Note: Source is CLGX filings. S ECT I O N TH R E E – CO R EL O G I C ’ S BO A R D HAS A LO N G HI S T O R Y OF PO O R STE W A R D SH I P PA G E NO . 40


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Continually Ranked Last in Employee Morale TH0MS0N REUTERS | TransUnioRu | ©Verrsk | IHS Markft’ | «RLLN I Texpprian. | FICO I Wotters KKu wAr | EQUIFAX | CoSlarC CoreLogic 1 I Note: Source is Glassdoor.com. SECTION THREE - CORELOGIC’S BOARD HAS A LONG HISTORY OF POOR STEWARDSHIP PAGE NO. 41


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Yet, the Board Has Rewarded Such Failures, Rather Than Fix Them: Awarding a 200% Bonus for Target Six Years Late and Not Achieved Six Years Late Not Actually Achieved Margin target set in 2011 to be achieved in 2013: “CoreLogic’s target of 30% adjusted EBITDA margins during 2013” - Frank Martell, 11/3/11 “30% adjusted EBITDA margins ...the long-term norm [Mortgage Market] will be closer to $1.5 trillion in origination” -Frank Martell, 11/3/11 “30% plus adjusted EBITDA margins over the next three years based on a normalized US mortgage market...of $1.5 to $1.75 trillion” -Frank Martell, 2/23/17 “In 2018, the Compensation Committee approved a special onetime award (the “A30 Award”) to provide a focused incentive for achievement of an aggressive adjusted EBITDA margin expansion between 2018 and 2020.” -2019 Annual Proxy Over 100% of the margin increase due to mortgage volumes ~2x normalized level identified by CoreLogic 2020 Mortgage Impact 2020 2018 Margin Guide g g p Margin Norm. Margin Note: 2020 Margin Norm. is normalized to 2018 mortgage levels based on CLGX guidance of $22.5M of rev and $13.5M of EBITDA for each $100B change in mortgage originations


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Current 2021 & 2022 Plan Has More of the Same… Margin Expansion Through Wind Mortgage Market Primary Driver of Results Downs / Divestitures CoreLogic assumptions for 2021-22 well above 35% margin target requires divestitures and strong industry forecasters mortgage market “Marking down” CoreLogic’s assumptions to MBA’s Before our involvement, CEO talked down further forecast reduces Revenue and EBITDA by 7% and margin expansion or guidance: 13%, respectively. Therefore, rather than growing in “…above 30%, you’re getting into rarefied air…I’m 2021, CoreLogic Revenue and EBITDA would decline not sure we can put a three year target out there…” by -5% and -10% respectively – Frank Martell, 2/26/20 Organic Growth Claimed, but No Support Buyback Merely Offsets Dilution After years of negative organic growth and lack of CoreLogic announced intention to divest two low-transparency, continue to target “at least 5%” quality businesses representing ~10% of EBITDA, guidance for 2021-22 with no support which would be dilutive to EPS Insurance market experts, including competitor Verisk, Thus, CoreLogic needs announced stock buy-back just are skeptical of advertised “mega-wins.” We cannot to offset dilution as illustrated by CoreLogic’s updated just assume an inflection after years of declines pro forma guidance on 10/16/20 Note: “Marking Down” CLGX assumptions to MBA based on CLGX guidance of $22.5M of rev and $13.5M of EBITDA for each $100B change in mortgage originations. S ECT I O N TH R E E – CO R EL O G I C ’ S BO A R D HAS A LO N G HI S T O R Y OF PO O R STE W A R D SH I P PA G E NO . 43


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Section Four Board’s Poor Stewardship Continues with Refusal 1 4 to Engage with Us 2 5 3 6 .


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Shareholders Expect a Sale of the Company… Stock Price Largest Shareholder Realized Volatility Has Jumped 40+% For Seven Years, Holding Has Collapsed 67% Since Our Involvement 17.8%, Has Sold Position CoreLogic no longer trades on Stock price has increased over 40%; Largest shareholder for over seven 40 fundamentals but rather as a deal mortgage peers are flat: years who held 17.8% sold their stock anticipating a transaction: Stock Prices Indexed to 100 position 1 50 35 Based on 13-G filings, sold rapidly 1 40 at implied ~25% of daily volume 30 and implied vwap of $67 / share 1 30 40+% increase 34.7% 1 20 Other top 10 shareholders have 25 67% decrease notified us that they have also 1 10 exited their entire position (as will 20 be seen on 13Fs in mid-November) 1 00 15 9 0 8 0 10 11.5% 15-Jun 15-Jul 15-Aug 15-Sep 15-Oct Day Before Bi d P ublic 16 -Oct-20 CLGX Mortgage Service s Peer s “We believe that Corelogic is no longer trading based on fundamentals or in-line with historical valuation—the stock price reflects the takeover offer and speculation that a higher offer or bidding process will ensue—and therefore do not view earnings projections as the driver of our price target.” – Compass Point, 7/24/20 Note: Mortgage Services peers include EFX, FAF, FNF, FICO, and TRU. 4 S ECT I O N FO U R – BO A R D ’ S PO O R STE W A R D SH I P CO N T I N U ES WI T H RE F U S A L TO EN G A G E WI T H US PA G E NO . 45


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Yet, CoreLogic’s Board Refuses to Engage or Commence a Sales Process Refuses The Board has withheld information necessary for us to assess raising our offer Diligence After each of our efforts at private dialogue, CoreLogic has immediately responded Undermines Constructive with hyperbolic press releases and ad hominem attacks Communication At our only discussion, CoreLogic insisted on bringing their defensive advisors and refused to activate Zoom video feed Inviting Despite ‘hell-or-high-water’ commitment, the Board has made constant public anti-trust Regulatory insinuations so as to invite regulatory scrutiny and attempt to frustrate any deal Scrutiny The Board has repeatedly played games with the Special Meeting, including: Diluting our ownership below the 10% Special Meeting threshold Impedes Adopting a poison pill requiring a lengthy solicitation process Shareholders’ Meeting for the absolute last day shareholder can require Ability to Vote at Calling the a Special Meeting Publicly announcing the meeting while privately threatening us that the Board can refuse to replace directors and can unilaterally reschedule Setting and canceling record dates in an effort to reduce vote turnout Makes Misleading Making blatantly false claims about CoreLogic’s revenue growth, relevant valuation & Disingenuous peers, and sensitivity to mortgage origination volumes reveals a board that has no Statements About Value intention to engage in a real discussion on value Ignores The Board has consistently ignored shareholders, including: Refusing to meet with shareholders who have asked for an auction Shareholders Largest shareholder for over seven years selling its 17.8% position S ECT I O N FO U R – BO A R D ’ S PO O R STE W A R D SH I P CO N T I N U ES WI T H RE F U S A L TO EN G A G E WI T H US PA G E NO . 46


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Every Step of the Way, CoreLogic’s Board Has Refused to Engage Constructively S ECT I O N FO U R – BO A R D ’ S PO O R STE W A R D SH I P CO N T I N U ES WI T H RE F U S A L TO EN G A G E WI T H US PA G E NO . 47


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June 2020: Refuse to Speak With Us Despite Stock Jumping 40% and Realized Volatility Collapsing in Reaction to Our Proposal MAY–JUNE 25 Cannae & Senator JUNE 1 acquire 15% of CLGX’s ten-year CLGX stock, JUNE 16 & 17 purchase right to JUNE 16-26 driving up trading Gordon Haskett FAF that offered JUNE 25 volume, stock publishes CLGX stock ironclad JUNE 26 price, and research notes. rises 13% vs Cannae & Senator protection from triggering peers and conclude net Cannae & Senator acquisition offers JUNE 28 speculation of trading purchases of stock, submit proposal to expires. Koffey sends JUNE 29 buyout offer volume rises having accumulated acquire CLGX. second Volatility of CLGX coming with 2.6x. exactly 15%. private email collapses 67%, numerous calls to CLGX stock jumps upon to Chairman & showing Cannae from CLGX retains For first time in 10- Cannae & Senator’s CEO. company now investors. defense year history CLGX proposal. trades as merger advisors. pre-announces arb / deal stock quarter nearly a Koffey sends private and no longer on week before quarter email to Chairman & fundamentals. has actually ended. CEO. CLGX: “I sincerely hope we can speak by “Amplifying “While I am sure we are both phone soon. Please let me know a trading volume / disappointed with what has “Target: $40.00 time that would work. I can be strange roster occurred these past few days, 10-K [unchanged]…CL- available whenever works for both changes / LBO I sincerely hope we can both “Until the expiration GX raised its of you.” -Koffey email to CLGX prospects” & find a more constructive way of the purchase guidance…We think “Re-charging the to engage going forward. To right, this provision this was generally smoke detector that end, I would greatly could have the anticipated by at CLGX” appreciate if we could effect of limiting or investors given very schedule a time to speak by discouraging an strong mortgage “We raise our price phone in the next few days at acquisition of us or origination volumes target to $60 from $40 a time that works for you.” preventing a YTD… “ incorporating a – Koffey email to CLGX change of control probability weighting of that our deal being reached and stockholders might maintain our Market CoreLogic Shares Rise consider favorable.” Perform rating” on Buyout Proposal 4 S ECT I O N FO U R – BO A R D ’ S PO O R STE W A R D SH I P CO N T I N U ES WI T H RE F U S A L TO EN G A G E WI T H US PA G E NO . 48


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July 1–15, 2020: Insist on Bringing Defense Advisors to Only Meeting; Issue Press Release as Soon as Meeting Concludes JULY 14 JULY 7 Cannae & Senator principals meet with CoreLogic principals Cannae & Senator issue press JULY 8 and defense advisors. JULY 15 release noting HOHW commitment and multiple CLGX agrees to CoreLogic refuses to turn on CLGX refuses to efforts at meeting with meet but only meet with BAML JULY 10 video. despite initially company. one week later via Zoom. CLGX’s largest agreeing. shareholder for over JULY 12 Cannae & Senator relay that open Koffey sends third email asking 7 years who owns CLGX insists on to increasing offer with diligence. Anti-trust for meeting. over 17% of company bringing defense counsel meet; files amended 13G advisors to meeting Chairman says diligence request CLGX counsel CLGX Board press releases detailing that it has despite Senator and is “quite reasonable”, CEO says has limited rejection of offer, issues multi-begun selling its Cannae’s request diligence request is “reasonable.” questions and year forward guidance for first position. for ‘principals only.’ promptly time in history of company, Immediately following meeting, concludes adopts poison pill. CoreLogic issues press release. meeting. CoreLogic Board Unanimously UNITED STATES CoreLogic Issues Statement Rejects Opportunistic Acquisition SECURITIES AND “As for attendees, it’s on Meeting with Senator and Proposal from Senator and EXCHANGE our sincere hope to Cannae Cannae COMMISSION make this a productive meeting, and therefore “Senator and Cannae have “Senator and Cannae’s Proposal CORELOGIC, INC. prefer having this not revised their proposal to is Opportunistically Timed to (Name of Issuer) deliver appropriate value to meeting be principals Benefit Them: …They know COMMON STOCK our shareholders.” only: Rick and I meeting CoreLogic has transformed its (Title of Class of Securities) with you, Paul, and any business model.... The proposal other Board members. also fails to address serious There will be plenty of regulatory concerns…” 1. Name of Reporting Person opportunities for T. ROWE PRICE advisors to follow up ASSOCIATES, INC. with each other.” 52-0556948 -Koffey email to CLGX 4 S ECT I O N FO U R – BO A R D ’ S PO O R STE W A R D SH I P CO N T I N U ES WI T H RE F U S A L TO EN G A G E WI T H US PA G E NO . 49


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July 16–30, 2020: Press Releases After Each of Our Efforts at Private Communication Games Around Special Meeting: Diluting Us Below 10% JULY 17 Cannae & Senator JULY 20 deliver private letter CLGX issues 7:00am JULY 23 to Board again stating open to increasing press release rejecting CLGX issues 2Q20 JULY 27 request for diligence earnings, stock trades CLGX releases 10-Q JULY 29 offer if given diligence. with no private down. showing they have Cannae & Senator JULY 30 communication to diluted Cannae and announce intention to Cannae & Senator CLGX CEO responds Cannae and Senator. Analysts express Senator below 10%. call special meeting privately request “discussing this matter skepticism over organic For first time in seven and name nominees. company set record with full board and growth and forecasts. years, and despite date so we can solicit will revert.” increasing buyback by Stock trades up into additional 0.01% $1bn, share count has and on announcement required to call Special risen into end of July. to all time high. Meeting. Company has 10 days to set record date (August 8). “…We are aware that you CoreLogic Issues “CLGX highlighted 5% would like us to increase Statement on Senator organic growth in 2Q20; Cannae Holdings and the price we are offering and Cannae’s Request however, we estimate a Senator Investment Group for the Company. We are For Due Diligence single-digit decline to Propose Nine open-minded to a price flat organic revenue Independent, Highly increase but would only “…Granting diligence for growth…” Accomplished Directors do so after conducting an offer that significantly for CoreLogic Board and due diligence that undervalues CoreLogic is Begin Process to Call demonstrates a higher not in the best interests Special Meeting price is justified.” of other shareholders…” – Private letter to CLGX “Thank you for your email. We are discussing this matter with the full Board and will revert.” – Email from CLGX CEO S ECT I O N FO U R – BO A R D ’ S PO O R STE W A R D SH I P CO N T I N U ES WI T H RE F U S A L TO EN G A G E WI T H US PA G E NO . 50


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August 1–13, 2020: Publicly Call Special Meeting, Privately Threaten to Undermine It Refuse to Speak with Shareholders Who Asked for Sale Process AUGUST 9 On a Sunday, CLGX announces it is AUGUST 10 calling Special Meeting for November 17. The absolute last day they can be Cannae & Senator counsel send required to call it (bylaws allow up to private emails to CLGX counsel AUGUST 11 110 days). requesting clarification on ability to By private email and phone, unilaterally cancel meeting and Cannae & Senator counsel ask In press release, CLGX blames Cannae denying shareholder right to fill AUGUST 12 CLGX to be bound to hold & Senator for two-step process that vacancies. Cannae & Senator learn Special Meeting and to allow Board forced to happen and cite peers that CLGX has begun to shareholders to replace with growth rates of 20% and 30% as CLGX counsel confirms refuse to return any calls directors. relevant transaction comparables. understanding. from shareholders who CLGX counsel says Board will have asked company to run At same time as public press release, Company’s largest shareholder for an auction. consider it. CLGX sends Cannae & Senator private over 7 years and who owns over 17% letter claiming shareholders cannot of company files exit 13G detailing replace directors at Special Meeting. that it has exited its position. CoreLogic Board of Directors Calls Special CoreLogic’s largest shareholder Meeting of Shareholders T. Rowe slashes stake amid “Board has scheduled the meeting so that takeover battle Senator and Cannae will have no reason to continue the convoluted two-step solicitation process they are now pursuing… Given…recent high-multiple transactions in our sector such as Optimal Blue and Ellie Mae, we believe Senator/Cannae are significantly undervaluing CoreLogic…” “However, neither the Charter nor the Bylaws permit CoreLogic’s stockholders to elect directors to the Board in the event of a vacancy on the Board... As a result, the Requesting Stockholder Nomination Proposal is not a proper subject for stockholder action.” - CLGX Letter to Senator and Cannae 4 S ECT I O N FO U R – BO A R D ’ S PO O R STE W A R D SH I P CO N T I N U ES WI T H RE F U S A L TO EN G A G E WI T H US PA G E NO . 51


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August 14–30, 2020: More Games With Special Meeting: Setting Multiple Record Dates, Refusing to Agree to Not Cancel It AUGUST 14 CLGX issues press release refusing AUGUST 21 to sign ‘agreement’ to hold Special Meeting. In order to ensure meeting CLGX sets September 18th cannot be moved, we are forced to as record date for Special AUGUST 27 complete consent solicitation Meeting- maximum number CLGX sets second record date process. of days (60) permitted by for September 24th to further AUGUST 31 Bylaws in hopes that churn sow confusion among Cannae & Senator announce they In order to ensure that shareholders among event-driven & merger shareholders in order to have submitted requisite consents to can elect directors, we are required arbitrage funds will reduce reduce vote turnout. call Special Meeting thereby ensuring to seek majority of the Board— vote turnout. it will be held, point out confusion of under Delaware law, a minority of multiple record dates, and ask directors cannot fill vacancies. CoreLogic to reconsider its approach to engagement. Cannae, Senator Seek to Ensure Cannae Holdings & CoreLogic Provides Details on CoreLogic Meeting Takes Place Senator Investment Group November 17 Deliver Request to Call Special Meeting of Special Meeting CoreLogic Shareholders “…An attorney that advises “…we believe their consent companies targeted by “…we ask the Board to reconsider its solicitation is unnecessary, as is the activists… added that a move to approach… The Company has ceaselessly agreement Senator has asked us to set up two record dates claimed that we are ‘significantly’ sign…’ appears to be designed to undervaluing CoreLogic, even citing confuse investors and recent acquisitions of high growth potentially result in fewer votes companies, including Optimal Blue, as counting in favor of the evidence. Cannae was actually one of the dissident slate at the contest…” buyers in this transaction – demonstrating by CoreLogic’s own reasoning that we are willing to pay appropriate multiples for value if granted access to diligence.” S ECT I O N FO U R – BO A R D ’ S PO O R STE W A R D SH I P CO N T I N U ES WI T H RE F U S A L TO EN G A G E WI T H US PA G E NO . 52


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September 1–30, 2020: Reject Olive Branch Gesture, Issue Ad Hominem Attacks Claim $101-$135/Share Valuation with Misleading Materials SEPTEMBER 4 Cannae & Senator SEPTEMBER 9 & 10 attempt backchannel CLGX schedules virtual SEPTEMBER 10 communication non-deal-roadshow through advisors to CoreLogic issues SEPTEMBER 14 (NDR) with the only ask Board for pathway hyperbolic letter Cannae & Senator attempt an ‘olive SEPTEMBER 15 supportive sellside to constructive attacking Senator and branch’ gesture of increasing bid by firm, Truist. CLGX CoreLogic rejects ‘olive branch’, engagement. CLGX Cannae’s proposal. $1, offering generous go-shop refuses any meeting refusing to see it as a gesture and advisor never follows requests from hedge option, and again explaining why instead evaluates it as nothing up. funds and will only need for diligence is sincere. more than a revised offer. meet with mutual Continues to cite misleading funds. No mutual fund numbers to argue for massively wants to meet and higher multiple. CLGX cancels the NDR. “This letter seeks a renewed path “CoreLogic has higher 2019 –forward…Our request for diligence is 2022E revenue growth and sincere… understanding the Company’s adjusted EBITDA margins than organic revenue growth and business its information services peers composition (product line profitability which trade at much higher and the mix of subscription vs multiples.” transaction-based revenues) could impact our valuation… As a gesture of good faith to hopefully get us all back on the right track, today we are increasing our proposal by $1.00….As an additional gesture, we are offering to sign an agreement with a generous ‘go-shop’ that is purposefully structured to welcome other bidders to carry out diligence and submit higher offers.” S ECT I O N FO U R – BO A R D ’ S PO O R STE W A R D SH I P CO N T I N U ES WI T H RE F U S A L TO EN G A G E WI T H US PA G E NO . 53


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October: So Far, More of the Same Misleading Games Try to Claim Shareholder Support…Never Say He Is an Insider On October 5th, CoreLogic’s media Kennedy was actually pushed off the relations firm assisted in issuing a CoreLogic Board by investors in 2012 statement of support from Kennedy Enterprises was responsible for Kennedy installing FAF’s purchase right into The statement attempted to give the CoreLogic’s separation agreement in “The Kennedy Enterprises’ false impression of institutional order to block Bill Foley from statement issued Monday was shareholder support and never acquiring CoreLogic for a decade disclosed that Kennedy was an insider (June 2010 until June 2020) provided to The Deal by the same public relations firm that represents CoreLogic.” General Partner Parker Kennedy is former Executive Chairman of CoreLogic and current Chairman of First American Financial, the company from which CoreLogic spun-off Kennedy Enterprises Issues Statement of Support for CoreLogic March 5, 2012 October 05, 2020 09:00 AM Eastern Daylight Time ORANGE COUNTY, Calif.—(BUSINESS WIRE)—Kennedy Enterprises LP, a top 20 CoreLogic shareholder which owns approximately 1.3 million shares, today issued the following statement regarding the unsolicited proposal from Senator Investment Group LP and Cannae Holdings Inc. to acquire CoreLogic for $66.00 per share in cash. Parker S. Kennedy, General Partner, of Kennedy Enterprises, said, “Kennedy Enterprises has been one of “… Highfields argued that the largest shareholders of CoreLogic since its inception in 2010. As one of CoreLogic’s major long-term executive chairman Parker shareholders with a substantial investment in the company, I believe that CoreLogic’s excellent management and board, combined with the company’s strong assets and compelling market advantages, will deliver Kennedy needed to leave the superior returns for years to come — far in excess of the Senator/Cannae bid. We will vote against the board…” Senator/Cannae proposals at the Special Meeting on November 17.” S ECT I O N FO U R – BO A R D ’ S PO O R STE W A R D SH I P CO N T I N U ES WI T H RE F U S A L TO EN G A G E WI T H US PA G E NO . 54


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Section Five 1 4 Independent Directors Are Needed 2 5 to Protect Shareholder Value 3 6


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Each CoreLogic Director Has Presided Over a Period of Substantial Underperformance Performance VS. Peers Selected by Cumulative CoreLogic Director Start of Tenure Broader Peer Group Set CoreLogic’s Own Board Compensation J. David Chatham MAY-10 -532% -634% $2.5mm Thomas C. O’Brien MAY-10 -532% -634% $2.4mm David Walker MAY-10 -532% -634% $2.5mm Paul F. Folino JUL-11 -323% -363% $3.0mm Frank D. Martell (CEO) AUG-11 -149% -186% $41.5mm Douglas C. Curling JUN-12 -247% -331% $1.9mm John C. Dorman JUN-12 -247% -331% $2.0mm Jaynie Miller Studenmund JUN-12 -247% -331% $2.0mm Claudia Fan Munce NOV-17 -75% -81% $0.9mm Vikrant Raina NOV-17 -75% -81% $0.9mm J. Michael Shepherd JUN-19 -2% -6% $0.5mm Pamela Hughes Patenaude JUN-20 NA NA NA Note: Source is Bloomberg and CLGX filings. TSR measured as of 6/15/20—the unaffected date. Peers selected by CLGX are CSGP, EFX, EXPN, FICO, INFO, REL, TRI, TRU, VRSK, and WKL. Broader Peer Group Set includes additional peers of BKI, MSCI, MCO, and SPGI. S ECT I O N FI V E – IN D E P E N D E N T DI R E C T O R S AR E NE E D E D TO PR O T E C T SH A R E H O L D E R VA L U E PA G E NO . 56


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Long Tenures Undermine Independence: Majority of Board Will Have Served Over 9 Years by Upcoming AGM Longest Tenured Directors Chair Committees and Board Tenure by Upcoming Tenure Over 9 Years Director Name Chairs Annual Meeting by Upcoming AGM Frank D. Martell (CEO) 10 yrs Chairs Compensation J. David Chatham 32 yrs / 11 yrs* X Committee Chairs Nominating & Thomas C. O’Brien 13 yrs / 11 yrs* X Governance Committee David Walker 11 yrs X Chairs Audit Committee Paul F. Folino 10 yrs X Chairman of Board Douglas C. Curling 9 yrs X John C. Dorman 9 yrs X Jaynie Miller Studenmund 9 yrs X *Chatham and O’Brien served on FAF board prior to CoreLogic’s spin-off in 2010. S ECT I O N FI V E – IN D E P E N D E N T DI R E C T O R S AR E NE E D E D TO PR O T E C T SH A R E H O L D E R VA L U E PA G E NO . 57


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CEOs Sitting on Each Others’ Boards, Relationships Among Directors, and Overboarding Undermine Oversight Note: Sourced from public records. Note: Sourced from public records. __i ! SECTION FIVE - INDEPENDENT DIRECTORS ARE NEEDED TO PROTECT SHAREHOLDER VALUE


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CoreLogic’s Chairman, Paul Folino, Was Chairman of Emulex When Broadcom Offered to Acquire Them Chairman Has Done This Before… Chairman: Paul Folino Hired Bill Anderson (then Goldman Sachs) Hired Bill Anderson (now Evercore) and Sard Verbinnen & Co. Hire Same Defense Advisors and Sard Verbinnen & Co. “Board Unanimously Rejects Unsolicited Proposal” “Board Unanimously Rejects Opportunistic Acquisition 05/04/09 press release Reject Offer Proposal” 07/07/20 press release “Your unsolicited proposal is opportunistic…you are Accuse Acquirer of “With Cannae’s information advantage from inside uniquely aware of the future value we have secured. Opportunistically Knowing knowledge of the industry, Senator/Cannae ..opportunistic attempt to capture that value...” Company on Verge of recognized our momentum and upside opportunity...” 05/04/09 letter 09/10/20 letter Transformation “What company …disgorges all its confidential Deny Due Diligence and “…inadequate price does not justify providing due information to a competitor with the only thing on the Claim Information is diligence to a competitor…” table being a grossly inadequate offer? Competitively Sensitive 09/15/20 press release 06/15/09 Bloomberg interview “Emulex Files Antitrust Suit Against Broadcom” “…raises serious regulatory concerns…” Claim Antitrust Issues 11/10/09 09/10/20 letter “Emulex has recently won tier-one OEM contracts.” Announce “‘Mega’ wins in PIRM and UWS support sustainable ELX Investor Presentation “Mega Wins” accelerating growth” CLGX Investor Presentation Despite never growing organically, Despite Not Growing For Years, Despite never growing organically, Emulex released 2 year forward guidance calling for Release Forward Guidance CoreLogic has released 2 year forward guidance substantial revenue and operating income growth Calling for Substantial Growth calling for substantial revenue and EBITDA growth S ECT I O N FI V E – IN D E P E N D E N T DI R E C T O R S AR E NE E D E D TO PR O T E C T SH A R E H O L D E R VA L U E PA G E NO . 59


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With Disastrous Results for Shareholders Chairman: Paul Folino Broadcom abandoned its bid three months later Acquirer Walked Away after Emulex ‘successfully’ blocked a sale Emulex went on to miss revenue guidance by 16% and operating income guidance by 47%— Company Massively further demonstrating the Company could not Missed Guidance grow Nearly six years later Emulex was sold for 27% less than Broadcom’s offer while the S&P 500 was Company Sold Years Later for up 157% over that same time period including Substantially Less dividends Emulex was acquired by Avago who only a few Antitrust “Concerns” months later merged with Broadcom. Transaction closed promptly with no regulatory delay Discredited S ECT I O N FI V E – IN D E P E N D E N T DI R E C T O R S AR E NE E D E D TO PR O T E C T SH A R E H O L D E R VA L U E PA G E NO . 60


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Majority Change of Board Necessary to Protect Shareholder Rights While Publicly Calling We Reached Out Privately to Correct This a Special Meeting… Issue and Corelogic Refused Publicly Cannae & Senator disagree with CoreLogic’s aggressive interpretation of its bylaws We privately asked CoreLogic to agree that shareholders CoreLogic Board of Directors Calls Special Meeting of can replace directors and to not cancel or delay meeting. Shareholders CoreLogic refused: “Senator and Cannae have announced their intent to “…we believe their consent solicitation is request the calling of a Special Meeting…the Board has unnecessary, as is the agreement Senator has asked scheduled the meeting…” 8/8/20 us to sign”. – Paul Folino, 8/14/20 public statement …Corelogic Privately Threatens That Majority Change of Board Shareholders Cannot Replace Directors Protects Shareholder Rights To ensure CoreLogic actually fills vacancies with Nominees receiving shareholder support, we must seek removal of a majority of the Board “…neither the Charter nor the Bylaws permit CoreLogic’s stockholders to elect directors to the Board Under Delaware law removing a majority of the in the event of a vacancy on the Board... current board ensures that shareholders may replace As a result, the Requesting Stockholder Nomination directors Proposal is not a proper subject for stockholder action” – Private letter sent to Cannae & Senator, 8/8/20 S ECT I O N FI V E – IN D E P E N D E N T DI R E C T O R S AR E NE E D E D TO PR O T E C T SH A R E H O L D E R VA L U E PA G E NO . 61


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Majority Change of Board Necessary to Ensure Legitimate Sale Process Board has sought delay whenever possible and deployed endless Board Has Demonstrated defense tactics rather than engage with us or commence a process Stern Resistance to Refuse to even speak with shareholders who asked them to sell a Sale Process Board has claimed standalone value of up to $135 per share thereby showing no willingness to engage in real discussion on value Multiple buyers have expressed interest to CoreLogic and us; Legitimate Sales Process multiple advisors have been retained and are now ‘conflicted’ Will Result In Highest Value A legitimate process will be competitive and result in highest offer Multiple opportunities to use auction as defensive measure, including: Defensive Tactics Will â– Insist on standstill for us to have diligence Continue Without a Change â–Provide insufficient information of Majority of Board â– Stretch out process hoping to make the opportunity cost of tied up capital too onerous for us to proceed The Biggest Risk to Shareholders Is a Fake Sales Process To Ensure a Legitimate Process, A Majority of the Board Must Be Replaced S ECT I O N FI V E – IN D E P E N D E N T DI R E C T O R S AR E NE E D E D TO PR O T E C T SH A R E H O L D E R VA L U E PA G E NO . 62


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Independent Nominees Have Relevant and Proven Expertise Nominees have no affiliation with Senator, Cannae, or any of our associates Nominees have no affiliation with each other W. Steve Albrecht Wendy Lane Sreekanth Ravi Valuable public director and leadership experience Extensive financial, risk management and transaction RSquared Co-Founder since and 2018 Executive and possesses Chairman relevant of the Board of experience as founder of own investment firm and Corporation Served as Chairman when it of was Cypress acquired Semiconductor by Infineon more than 15 years at DLJ & Goldman Sachs knowledge of data technology industry Technologies AG for $10 billion in 2020 and as Director Served as Chairman of the Compensation Committee of Has served in numerous past executive roles in which and Chair of the Audit Committee of RedHat when it Willis Tower Watson since 2016, including during its companies he founded, – led, including and grew the public successful company technology was acquired by IBM for $35 billion entry into a merger agreement with Aon plc SonicWall, a firewall company that was purchased by Significant public accounting and fraud detection Prior board experience includes MSCI and LabCorp Dell in 2012 experience (is a CPA, Certified Internal Auditor and where she chaired the Audit and Compensation Certified Fraud Examiner) Martina Lewis Bradford Ryan McKendrick Lisa Wardell Brings unique combination of government affairs, Former CEO and director of AMCOL International Currently Chairman and Chief Executive Officer of legal, and regulatory experience from 2011 through its sale in 2014, successfully Adtalem Global Education and is on Lowe’s Board managing a competitive, unsolicited, and public Extensive public company experience, including in Formerly EVP and COO for The RLJ Companies where senior government/regulatory affairs roles at AT&T bidding process among multiple counterparties she was responsible for managing the company and Lucent Technologies Has held numerous senior operational and portfolio planning roles throughout his career Public transactions, sector including experience with evaluating the Interstate numerous Commerce M&A Brings relevant experience working with federal regulatory agency in legal role Commission Gail Landis Katherine “KT” Rabin Henry W. “Jay” Winship mindset Possesses and deep asset knowledge management of the industry, investor with Served as CEO of Glass Lewis from 2007-2019 and Significant experience in finance, capital allocation over 30 years of experience as an investment continues to serve on Glass Lewis Research Advisory and risk management (holds CPA and CFA) Council management executive Extensive public board and corporate governance on of Morningstar since Comprehensive regulatory and corporate expertise – including with board integration and Has served Board 2013 governance experience including around contested strategic reviews at Bunge and Esterline transactions, board fiduciary duty, compensation, Founding partner of Evercore Asset Management and shareholder votes Served as a Principal, Senior Managing Director, and and Management has held senior and AllianceBernstein roles at Credit Suisse Asset Investment Committee Member of Relational Investors, a $6 billion investment fund S ECT I O N FI V E – IN D E P E N D E N T DI R E C T O R S AR E NE E D E D TO PR O T E C T SH A R E H O L D E R VA L U E PA G E NO . 63


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Nominees Possess Extensive Friendly and Contested M&A Experience W. Steve Albrecht Wendy Lane Sreekanth Ravi Martina Lewis Bradford Ryan McKendrick Lisa Wardell Gail Landis Katherine “KT” Rabin Oversaw issuance of proxy vote recommendations on millions of ballot proposals across tens of thousands of meetings, including more than 1,000 contested situations Henry W. “Jay” Winship


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Nominees Bring More Relevant Expertise Than Existing Directors Based on Categories Identified by CoreLogic’s Own Board CoreLogic’s Board identifies 4 categories of experience and expertise as relevant: Number of Categories Number of Categories Nominee Name Identified by CoreLogic Director For Removal Identified by CoreLogic Where Individual Qualifies Where Individual Qualifies W. Steve Albrecht 2 J. David Chatham 3 Martina Lewis Bradford 2 Douglas C. Curling 4 Gail Landis 3 John C. Dorman 4 Paul F. Folino 2 Wendy Lane 3 Thomas C. O’Brien 3 Ryan McKendrick 3 Vikrant Raina 3 Katherine “KT” Rabin 3 Sreekanth Ravi 4 J. Michael Shepherd 2 David Walker 2 Lisa Wardell 4 Pamela Hughes 1 Henry W. “Jay” Winship 3 Patenaude Total Expertise Total Expertise 27 24 Categories Categories Categories Identified in Company Proxy: 1. Public Company CEO/CFO/COO 2. Technology / Insurance / Real Estate 3. Financial / M&A 4. Private Equity / Investing S ECT I O N FI V E – IN D E P E N D E N T DI R E C T O R S AR E NE E D E D TO PR O T E C T SH A R E H O L D E R VA L U E PA G E NO . 65


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Conclusion


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We Have Offered a Compelling Proposal …Yet CoreLogic’s Board Refuses to Engage We have made a compelling offer with deal certainty from a credible, qualified buyer Shareholders expect a sale: realized volatility has declined 67%; the stock price has risen over 40%; the largest shareholder for over seven years holding 17.8% has sold their position CoreLogic’s Board has a long history of poor stewardship which continues today with refusal to engage


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New Independent and Highly Qualified Directors Are Needed to Protect Shareholder Rights and Ensure a Legitimate Sales Process New independent directors are highly qualified with extensive experience overseeing and advising public companies as well as evaluating and executing value-maximizing transactions Board continuity is maintained: not seeking to replace the current CEO, Frank Martell (10 year tenure), nor two directors Munce (3 year tenure) & Studenmund (9 year tenure) We believe replacing a majority of the Board is required to ensure a legitimate sales process and to protect against current Board’s threat to not allow shareholders to replace directors Independent Directors Will Have Shareholder Mandate to Carry Out Legitimate Sales Process n cl This Is a Vote for a Full and Fair Sales Process to Maximize Shareholder Value u s i o n PA G E NO . 68


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Appendix 1 4 2 5 Appendix: Correcting CoreLogic’s 3 6 Misleading Communications


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Claim: “Successful Transformation” into a “Powerhouse” “Delivering Value” Reality: Decade of Underperformance and Missed Targets Failed to Diversify Away from Mortgages Failed to Improve Normalized Margins ex M&A, FX, MD&A Mtge Adj, & Wind Downs ex M&A, FX, Sensitivity Mtge Adj, & Wind Downs Page No. 70


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Claim: “Operational Excellence” and “Delivering Results” Reality: No Growth, No Margin Improvement, Shareholders Suffer While claiming growth and margin expansion, CoreLogic has delivered neither. The result has been terrible stock performance at each earnings announcement CoreLogic Has A Track Record of Operational Excellence and Delivering Results Operating Performance Enhancements FY 2011 - FY 2O2OE<1> Since Issuing Adjusted EBITDA® Guidance, CoreLogic Has Met or Beat in Every Quarter Note: Source is Bloomberg. See pages 20 and 36 above. Page No. 71


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Claim: 2020 “Results Validate Transformation” Reality: 2020 Is Entirely Due to Mortgage Market Surge Mortgage volumes have surged to $3.14T this year from an average Specific Sensitivity to Mortgage Volumes level of $1.75T due to low interest rates Repeatedly Stated by CoreLogic 20E/19A Change in Mortgages ($B) 1,177 CoreLogic is claiming 2020 results validate their “transformation” but it only further demonstrates their continued sensitivity to Revenue Sensitivity to each $100B 22.5 mortgage volumes Revenue Impact ($M) 265 Adjusting for the 2020 surge in mortgages (per the guidance given by CoreLogic), Revenue, EBITDA, and margins all declined in 2020 EBITDA Sensitivity to each $100B 13.5 EBITDA Impact ($M) 159 Revenue, EBITDA, and Margins All Declined Year over Year Ex 2020 Mortgage Benefit FY 2020E YoY Growth (%) (ex YoY Mortgage ($ in millions) Benefit) -2% $1,655-$1,680 Revenue -7% $456-$471 Adjusted EBITDA Adjusted EBITDA ~(160)bps 28% Margin Note: Normalization of 2020 to 2019 mortgage volumes based on CLGX guidance of $22.5M of rev and $13.5M of EBITDA for each $100B change in mortgage originations. S ECT I O N SI X – A PPE N D I X : CO R R ECT I N G CO R EL O G I C ’ S MI S L E A D I N G CO M M U N I CA T I O N S PA G E NO . 72


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Claim: 2021 Is “Even More Compelling” Reality: 2021 Is Based on Aggressive and Unsubstantiated Assumptions 2021 Forecasts call for: Assumes Unprecedented Inflection in Organic Growth of “at the 6% Organic growth least 5%” when company has not grown for 10 years 5% Our targeted diligence requests 4% are focused on Y/Y% validating this Mortgage volumes 30% higher than MBA 3% unprecedented and Fannie and presents those volumes as 2% increase in organic Growth growth. indicative of future volumes despite them 1% being 2x what company has identified as We are willing Organic 0% normalized to pay for real -1% organic growth -2% but we need real information. -3% 2016 2017 2018 2019 1H20 2021E 2022E Assumes Persistent High Mortgage Volumes, Despite Known Volatility 3,500 CLGX forecasts ~30% above MBA for 2021 & 2022 $ B 3,000 2,500 10-Year Average Mortgage Volume = ~$1.75T Originations 2,000 MBA 1,500 1,000 Note: See pages 14 and 23 above. S ECT I O N SI X – A PPE N D I X : CO R R ECT I N G CO R EL O G I C ’ S MI S L E A D I N G CO M M U N I CA T I O N S PA G E NO . 73


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Claim: “Comparable Companies” Imply “$101—$135” per share Reality: CoreLogic Has Never Performed Even Close to Those Companies Claiming it deserves a $101-$135 per share valuation (implying a 115% to 190% premium) demonstrates CoreLogic has no intention to engage in a real discussion on value CoreLogic has never grown like ‘Information Services Peers’, is not expected to grow like them, and has therefore underperformed them by 145% over 5 years Has Never Received a Similar Multiple… …Because Has Never Performed Like Them Company CLGX In fo Ser vi ces P eers Selected % Difference Peers CoreLogic has 20 x never grown like Revenue CAGR 0.9% 4.7% -80% ‘17/’20 them 15 x Consensus EBITDA Revenue CAGR 0.8% 6.6% -88% ’22/’20 NTM …Is not expected / 10 x EV to grow like them Consensus EBITDA CAGR -1.4% 9.9% -114% ’20/’22 5x 2Q16 4Q16 2Q17 4Q17 2Q18 4Q18 2Q19 4Q19 2Q20 …and therefore has never 5Y TSR 26% 171% -85% performed like them. Note: See page 13 above. S ECT I O N SI X – A PPE N D I X : CO R R ECT I N G CO R EL O G I C ’ S MI S L E A D I N G CO M M U N I CA T I O N S PA G E NO . 74


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Claim: “Sell-Side Research Has Been Highly Supportive” Reality: Sell-Side Research Has NOT Been Supportive of CoreLogic “Offer price seems fair given peak multiples on peak of mortgage cycle.” “… we think the market could see the targeted revenue growth rates of 4-5% – Deutsche Bank, 6/26/20 in 2021/22 as challenging.” KBW, 7/7/20 “To us, this looks like a very compelling offer for shareholders as it is “Hope Springs Eternal: We view CLGX’s 2021 and 2022 guidance as optimistic difficult to envision a better return with the longer-term challenge of a low mortgage origination environment. There would need to be a material for the following reasons: (1) Predicting the mortgage market is an uncertain acceleration of the PIRM business to offset this challenge and we have not business in the best of times, but in the middle of a pandemic and facing a US seen tangible signs to make us believe that is like argue that visibility is worse than usual – and of CLGX’s revenue. Prior to today CLGX had never the January of that year. (2) CLGX’s 2021 revenue mes a 10% decline in mortgage volumes. While we …we see the offer price as relatively reasonable g cting the mortgage market, we note that this revenue growth profile in the low-mid single digit than all of the 3 major forecasters ... (3) Even mortgage originations in 2021, achieving 2021 adj. M seems like a stretch.” Wells Fargo, 7/7/20 Overall, we believe the buyout would represent a CoreLogic shareholders given that earnings estim mortgage volumes (which are highly cyclical)…elative to the updated guide, which we view as e uncertainty in the macro environment, volatility casts, and recently slower growth in non- “Wolfe, 7/8/20 We view $65 as attractive, having a high probab unlikely to draw bids materially above the $65 le a significant premium to where CLGX has traded “We believe CLGX shares will most likely be acquired around the current price. how you slice it …(2) US mortgage volumes are highly cyclical, drive 60% We could see a takeover >$65, but believe CLGX is unlikely to be acquired at a of CLGX revenue and are forecasted to peak in 2020 and decline in 2021 price meaningfully above the current ~$68 price (we believe likely “strategic and 2022. Wells Fargo, 6/29/20 acquirer” pool is fairly limited).” Baird, 7/23/20 We believe there is limited visibility and significant downside risk to the guidance given 1) ~60% of CLGX’s revenues are generated from “Downgrading… While we do acknowledge that CLGX is performing at a high mortgage originations which are forecasted to decline in 2021 and 2022, level (likely highest ever) and there are some compelling LT targets in place, we and 2) flat to low-single digit organic growth historically excluding see too much uncertainty on the road to those targets, targets that do also need the support of a continued >$2.3 tril. U.S. mortgage backdrop vs. the most mortgages. Deutsche Bank, 7/7/20 recent 10-year (2010-2019) avg. of ~$1.8 tril.“ Stephens, 7/24/20 1 S ECT I O N ON E – WE HAV E MA D E A CO M P EL L I N G OF F E R PA G E NO . 75


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We greatly appreciate the support we have heard from shareholders. If you are a fellow CoreLogic shareholder, please contact us with any thoughts or questions: IN V E ST O R C O N T A C T ME DI A C O N T A C T D.F. King & Co., Inc. Sloane & Company Edward McCarthy / Geoffrey Weinberg Dan Zacchei / Joe Germani emccarthy@dfking.com / gweinberg@dfking.com dzacchei@sloanepr.com / jgermani@sloanepr.com (212) 269-5550