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CoreLogic Chairman Pushed Out

Agreement reached with biggest independent shareholder

June 12, 2012

By MortgageDaily.com staff


The chairman of CoreLogic Inc., an ailing offshoot of The First American Corp., has been forced out by an investor group.

D. Van Skilling is retiring from the company as chairman of the board, according to an 8-K filing with the Securities and Exchange Commission.

His exit was part of a "support agreement" with Highfields Capital Management LP and affiliates.

The agreement also confirmed the nomination of Douglas C. Curling, John C. Dorman and Jaynie Miller Studenmund to the board for election at the 2012 annual meeting.

"The shareholders agreed to amend their filing on Schedule 13D to a filing on Schedule 13G with respect to all shares of common stock of the company that are beneficially owned by the shareholders and to refrain from engaging in certain activities, including purchasing securities in an amount that could result in the shareholders beneficially owning more than 10 percent of the company'
s outstanding common shares, proposing a sale or reorganization of the company and soliciting proxies or consents involving the company," the filing stated. "And each party has agreed to refrain from making statements that disparage or adversely reflect upon the other parties."

As part of the agreement, Highfields will withdraw its own nominees for directors.

Van Skilling will stay on as chairman until a replacement is elected or Dec. 31, 2013, whichever occurs sooner.

Losses at the company were $67 million loss during 2011, about the same as its 2010 loss.

CoreLogic was divested from First American in June 2010.

The Santa Ana, Calif.-based company disclosed in an April filing with the SEC that its appraisal management company was among several businesses being closed down. One AMC competitor, who asked not to be identified, said the unit had been mismanaged over the past six years.

Highfields, which says it is CoreLogic's largest independent shareholder, issued a statement indicating that it believes the steps being taken "will meaningfully improve the company's corporate governance and enhance CoreLogic's ability to capitalize on its unique assets."

Highfields Founder and Chief Executive Officer Jonathon S. Jacobson stated, "we are pleased that the board has taken steps to ensure that a truly independent majority will be able to hold management accountable for performance and work with management to drive transformative change for the benefit of all shareholders."

Jacobson said the new board will have substantially more independence, professional skill and experience to oversee management.

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