FTI Consulting Supported CoreLogic in its Defense Against a Dynamic Hostile Takeover (initially valued at approximately $7bn). Led Jointly by Cannae Holdings and Senator Investment Group
- In late June 2020, CoreLogic, a leading provider of consumer, financial and property information and analytics, became the target of a hostile takeover attempt by Cannae Holdings (Bill Foley) and Senator Investment Group (together, the “Activist Group”)
- CoreLogic implemented a multi-faceted defense strategy covering corporate governance, legal, financial, and regulatory bases to reject the proposed takeover
- After a highly public and contentious campaign, CoreLogic maintained that the takeover offer from the Activist Group undervalued the Company
- CoreLogic was ultimately acquired by Stone Point Capital and Insight Partners in April 2021, at a substantial premium to the initial offer
FTI Consulting Role
Defense centered on the thesis that the Activist Group would destroy shareholder value. FTI Consulting’s role in this campaign included:
- Organized a dedicated team of forensic accountants, investigators and industry experts to perform in-depth due diligence on all public and private entities of the “Foley Web” to identify U.S. GAAP and other disclosure and regulatory issues.
- Performed Level-2 Investigations of all relevant members of the management teams of the Activist Group, as well as the proposed Director nominees of the Activist Group.
- In-depth analysis of the operational businesses that fell within the “Foley Web” to identify a history of underperformance and operational and transactional mismanagement.
- Extensive review of all entities within the “Foley Web” to identify instances of deficient corporate governance practices and sought to determine the quantitative impact on shareholder value.
- Supported consistent and thoughtful messaging to both ISS and Glass Lewis, which lead to both proxy advisors recommending votes for a majority of the CoreLogic Directors at the Special Meeting
- CoreLogic was able to maintain a majority of the Board of Directors, winning six of the nine seats targeted by Activist Group
- Support a defense process in which multiple “white knight” offers were made in excess of the original valuation
- The ultimate offer of $80/share from Stone Point Capital and Insight Partners represented an increase of 23% over the initial from the Activist Group
- Discovered compliance issues at Cannae Holding as related to the independence of the Board of Directors (as a member of the Nasdaq Exchange)