CoreLogic® (NYSE:CLGX), a leading global property information, analytics and data-enabled services provider, today announced the Company has entered into a definitive agreement to acquire FNC, Inc. (FNC), a leading provider of real estate collateral information technology and solutions that automate property appraisal ordering, tracking, documentation and review for lender compliance with government regulations.
FNC delivers deep expertise in appraisal compliance, workflow best practices, and process efficiency to mortgage lenders and servicers, appraisal management companies, secondary and capital markets firms as well as property and casualty insurance companies. In addition, its platforms are integrated into the workflow systems of 18 of the 20 largest U.S. banks. FNC platforms provide broad connectivity to approximately 80,000 appraisal, title and inspection vendors. Its solutions allow industry participants to automate the collateral valuation and diligence process, monitor and optimize vendor performance and facilitate compliance with regulatory and internal risk management policies.
“We are very pleased to add the FNC management and staff to the CoreLogic family. FNC is a pioneer in developing unique collateral information and technology platforms for the U.S. lending ecosystem. Its business has been built around recurring, high-margin revenue streams. The acquisition of FNC is an important step in our development of a world-class property valuation solutions capability,” said Anand Nallathambi, President and Chief Executive Officer of CoreLogic. “FNC’s platforms, together with our existing valuation-related assets and our recent acquisition of LandSafe Appraisal Services, allow us to gain operational scale and expand the value proposition of our VSG. We expect property valuation to be an area of significant future domestic and international growth.”
“CoreLogic’s VSG will be the conduit through which we will seamlessly deploy our broad suite of property valuation capabilities. The VSG will offer best-in-class content, analytics and workflow platforms which employ our Gen2 technology and mobility capabilities,” added CoreLogic Chief Operating and Financial Officer Frank Martell. “Improving the quality and economics of property valuation is a major imperative for the real estate industry. Through the VSG, CoreLogic will be well positioned to bring comprehensive and compelling solutions to the marketplace.”
The transaction is expected to close during the first quarter of 2016 and is subject to customary closing conditions including regulatory clearance. The purchase price of $475 million represents approximately 13.5 times pro forma projected 2016 adjusted EBITDA. The transaction is expected to be accretive to 2016 financial results excluding one-time reductions from transaction-related fees and transitional accounting items. The transaction will be funded using cash on hand and debt.
Evercore acted as exclusive financial advisor to CoreLogic and provided a fairness opinion for the transaction and O’Melveny & Myers LLP served as legal advisor. FNC was represented by Wells Fargo Securities as exclusive financial advisor and Butler Snow LLP as legal advisor.
Following the close of the transaction, FNC operations will be consolidated within the VSG which is reported within CoreLogic’s Data and Analytics segment. The Company expects to provide further updates on its VSG strategy including FNC in conjunction with its release of 2016 financial guidance during January 2016.
CoreLogic (NYSE: CLGX) is a leading global property information, analytics and data-enabled services provider. The Company's combined data from public, contributory and proprietary sources includes over 4.5 billion records spanning more than 50 years, providing detailed coverage of property, mortgages and other encumbrances, consumer credit, tenancy, location, hazard risk and related performance information. The markets CoreLogic serves include real estate and mortgage finance, insurance, capital markets, and the public sector. CoreLogic delivers value to clients through unique data, analytics, workflow technology, advisory and managed services. Clients rely on CoreLogic to help identify and manage growth opportunities, improve performance and mitigate risk. Headquartered in Irvine, Calif., CoreLogic operates in North America, Western Europe and Asia Pacific. For more information, please visit www.corelogic.com.
FNC® revolutionized real estate collateral information technology. Since the mid-1990s, FNC has offered solutions that automate appraisal ordering, tracking, documentation and review for lender compliance with government regulations. FNC’s clients have realized reduced costs and more efficient loan processing. With its Collateral Management System® (CMS®) and collateral-focused data and analytics, FNC provides advanced insight into the property backing a loan from origination to capital markets. No one understands real estate collateral better than FNC. Visit FNC online at www.fncinc.com for more information.
Safe Harbor / Forward Looking Statements
Certain statements made in this press release are forward-looking statements within the meaning of the federal securities laws, including but not limited to those statements related to the accretive nature of the proposed transaction and the projected future revenues of FNC; the Company’s expected synergies with respect to the proposed transaction; the Company's investment and strategic growth plans, cost reductions, productivity excellence and information technology; as well as the Company's overall financial performance, including future revenue and profit growth. Risks and uncertainties exist that may cause the results to differ materially from those set forth in these forward-looking statements. Factors that could cause the anticipated results to differ from those described in the forward-looking statements include the risks and uncertainties set forth in Part I, Item 1A of our most recent Annual Report on Form 10-K, as amended or updated by our Quarterly Reports on Form 10-Q. These additional risks and uncertainties include but are not limited to: limitations on access to or increase in prices for data from external sources, including government and public record sources; changes in applicable government legislation, regulations and the level of regulatory scrutiny affecting our customers or us, including with respect to consumer financial services and the use of public records and consumer data; compromises in the security of our data, including the transmission of confidential information or systems interruptions; difficult conditions in the mortgage and consumer lending industries and the economy generally; our ability to protect proprietary rights; our cost reduction program, TTI and growth strategies and our ability to effectively and efficiently implement them; risks related to the outsourcing of services and international operations; our indebtedness and the restrictions in our various debt agreements; our ability to realize the anticipated benefits of certain acquisitions and/or divestitures and the timing thereof; including, without limitation, those related to the acquisition of FNC described herein; the inability to control the operations or dividend policies of our partially-owned affiliates; and impairments in our goodwill or other intangible assets. The forward-looking statements speak only as of the date they are made. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements are made.
Use of Non-GAAP (Generally Accepted Accounting Principles) Financial Measures
This press release contains certain non-GAAP financial measures which are provided only as supplemental information. Investors should consider these non-GAAP financial measures only in conjunction with the most directly comparable GAAP financial measures. These non-GAAP measures are not in accordance with or a substitute for U.S. GAAP. The Company is not able to provide a reconciliation of projected adjusted EBITDA or projected adjusted earnings per share, where provided, to expected results due to the unknown effect, timing and potential significance of special charges or gains.
The Company believes that its presentation of non-GAAP measures, such as adjusted EBITDA, provides useful supplemental information to investors and management regarding CoreLogic's financial condition and results. Adjusted EBITDA is defined as earnings from continuing operations before interest, taxes, depreciation, amortization, non-cash stock compensation, non-operating gains/losses and other adjustments plus pretax equity in earnings of affiliates. Other firms may calculate non-GAAP measures differently than CoreLogic, which limits comparability between companies.