Pentwater Capital Management LP ("Pentwater"), a shareholder of CoreLogic, Inc. ("CoreLogic" or the "Company") (NYSE:CLGX), owning, together with its affiliates and associates, over 2% of the Company's issued and outstanding common shares, wrote the following letter to the Board of Directors on November 2, 2020.
Dear Members of the Board of Directors:
Pentwater Capital Management is currently one of CoreLogic’s larger shareholders owning over 2% of its shares outstanding. We read with great interest your open letter issued October 30, 2020, which purports to outline the Board’s commitment to maximizing shareholder value. Unfortunately, if recent news reports are accurate, we must question both your letter and your commitment to fulfill your fiduciary responsibilities.
We believe that the Board’s fiduciary responsibilities require an open and fair auction process which enables all interested parties to conduct due diligence and submit the highest bids possible for the Company. With that core principal in mind, Pentwater was dismayed to read Bloomberg’s story written October 29, 2020, titled, “CoStar’s Talks for CoreLogic Takeover Said to Hit Roadblock.” In that article, the author stated that, “CoStar Group Inc. is interested in acquiring CoreLogic Inc. but so far hasn’t gained traction in discussions.” The article goes on to state that CoreLogic has refused to allow CoStar to have access to due diligence until CoStar signs an “onerous” non-disclosure agreement.
How can you possibly fulfill your fiduciary duties that you all owe to shareholders if you don’t allow a strategic bidder with a $32 billion market capitalization into your process? The simple answer to this question is that if you fail to allow CoStar into the process you will be breaching your fiduciary obligations. What surprises Pentwater so much is that this action not only harms shareholders, but it also puts each and every one of CoreLogic’s directors at risk personally for lawsuits resulting from your breach of duty.
Pentwater would welcome the opportunity to be in the position to support the current board at the upcoming special meeting on November 17. However, that support must be earned, and unfortunately your continued failure to take actions to maximize shareholder value do not deserve our support. We therefore intend to support Cannae and Senator’s slate in the upcoming special meeting absent a substantial and compelling change from the Board.
I am more than happy to discuss these matters with you anytime at your convenience.
Kindest Regards,
Matthew Halbower
Chief Executive Officer
Pentwater Capital Management
View source version on businesswire.com: https://www.businesswire.com/news/home/20201102005243/en/
Contacts:
Chief Operating Officer
Pentwater Capital Management
312-589-6401
