CoreLogic discloses termination fee for pending acquisition by PE-backed funds

CoreLogic Inc. disclosed the termination fees for its pending acquisition by funds managed by private equity firms Stone Point Capital LLC and Insight Venture Management LLC.

Either CoreLogic or its parent company Celestial-Saturn Parent Inc. may terminate the agreement under certain circumstances. These include if the merger is not completed on or before 5 p.m. ET on Aug. 9, a governmental authority files a nonappealable law or order prohibiting the merger, requisite shareholder approval is not obtained or the other party materially breaches any representation or covenant that would cause the merger not to be satisfied.

If CoreLogic's parent or the acquisition subsidiary Celestial-Saturn Merger Sub Inc. breaches any covenant that would cause the merger not to be satisfied or the parent fails to consummate the merger, CoreLogic will receive a reverse termination fee from its parent of $330 million.

Similarly, under certain termination conditions, CoreLogic will have to pay its parent a termination fee of $165 million. These circumstances include if CoreLogic enters into an alternative acquisition agreement, CoreLogic's board makes an adverse recommendation change on the merger and if a third party makes a competing proposal to the company.