CoreLogic® (NYSE: CLGX), a leading residential property information, analytics and services provider, today announced the Company has entered into a definitive agreement to acquire Marshall & Swift/Boeckh, a leading provider of residential and commercial property valuation solutions to the property and casualty insurance industry, DataQuick Information Systems, a property data and analytics information company, and the credit and flood services operations of DataQuick Lender Solutions from the Decision Insight Information Group (DIIG).
Founded in 1930, Marshall & Swift/Boeckh (MSB) is the leading provider of building cost information, residential and commercial analytics solutions and business management services for property insurance companies, financial services organizations and the public sector. Using proprietary data, algorithms and platforms that leverage best-in-class replacement and repair cost estimates, analytics and other services, MSB assists insurers in analyzing risk, underwriting property insurance coverage and estimating, managing and analyzing claims.
DataQuick Information Systems (DataQuick) is a supplier of real estate data, analytics and business solutions to mortgage originators and servicers, investors, real estate professionals and the public sector. Employing a database of over 120 million U.S. residential properties, DataQuick provides customized analytical solutions, credit reporting, flood zone determination services, fraud monitoring, property valuation and automated decision software.
“The acquisition of MSB and DataQuick significantly expands our footprint in property and casualty insurance and adds additional scale to our existing property data and analytics business. The combination of MSB and our existing geo-spatial business capabilities and property-related data assets allows CoreLogic to provide our clients in the insurance industry with new and unique insights into underwriting property coverage as well as managing natural hazard risks and claims,” said Anand Nallathambi, President and Chief Executive Officer of CoreLogic. “In addition to the obvious financial benefits and cost synergies, the combination of CoreLogic, MSB and DataQuick should yield significant future growth opportunities through the introduction of new products, services and workflow tools which draw from a wide range of gold-standard data assets and analytical capabilities.”
CoreLogic Chief Financial Officer Frank Martell added that, “The acquisition of MSB and DataQuick is consistent with our strategic imperative of growing our D&A segment to over 50% of total CoreLogic revenues. These assets are high-margin; subscription-based business models that generate free cash flow conversion rates above CoreLogic standalone. Our strong cash flow profile provides the financial flexibility to complete this acquisition and, at the same time, significantly increase the return of capital to our shareholders by expanding our 2013 repurchase program from 5 million to at least 8 million shares.”
MSB operations and DataQuick’s data licensing and analytics units will be reported within the Company’s D&A segment. DataQuick’s flood zone determination and credit servicing operations will be integrated into CoreLogic’s Mortgage Origination Services segment.
The transaction is expected to close during the third quarter of 2013 and is subject to customary closing conditions and regulatory clearance. The purchase price of the transaction is $661 million. As a result of this transaction, CoreLogic expects to realize cash tax benefits from certain acquired amortizable intellectual property, amortizable goodwill and net operating loss carry-forwards with an estimated present value of approximately $115 million. The acquisition is expected to be accretive to 2013 financial results excluding one-time reductions in acquired deferred revenue and other purchase accounting adjustments.
Evercore Partners acted as exclusive financial advisor to CoreLogic and provided a fairness opinion for the transaction. O’Melveny & Myers LLP served as CoreLogic’s legal advisor. DIIG was represented by BofA Merrill Lynch as exclusive financial advisor and Ropes & Gray LLP as legal advisor.
The Company will host a live webcast and conference call on July 1, 2013 at 6:00 a.m. Pacific Time (9:00 a.m. Eastern Time) to discuss details of the transaction. All interested parties are invited to view the slide presentation and listen to the event via webcast on the CoreLogic website at http://investor.corelogic.com. Alternatively, participants may use the following dial-in numbers: (800) 688-0836 for U.S./Canada callers or (617) 614-4072 for international callers. The Conference ID for the call is 44589694.
A replay of the webcast will be available on the CoreLogic investor website for 30 days and also through the conference call number (888) 286-8010 for U.S./Canada participants or (617) 801-6888 for international participants using Conference ID 80214890.
CoreLogic (NYSE: CLGX) is a leading property information, analytics and services provider in the United States and Australia. The Company's combined data from public, contributory and proprietary sources includes over 3.3 billion records spanning more than 40 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, transportation and government. 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 seven countries. For more information, visit www.corelogic.com.
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 anticipated benefits of the acquisitions of MSB and DataQuick; the expected timing of the transaction; management’s expectation concerning potential tax benefits of the transaction and whether or not it will be accretive to the Company’s 2013 financial results; and our plans to continue to return capital to shareholders through our 2013 share repurchase program. 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 failure to consummate or delay in consummating the transaction if required closing conditions or regulatory clearances are not satisfied or for any other reason; failure to successfully integrate the operations, technology, infrastructure and employees of MSB and DataQuick into our Data & Analytics and Mortgage Origination Services segments; and the additional 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 various external sources; government legislation, regulations and the level of regulatory scrutiny affecting our customers or us, including the Consumer Financial Protection Bureau and with respect to the use of public records and consumer data; compromises in the security of our data transmissions, including the transmission of confidential information or systems interruptions; difficult conditions in the mortgage and consumer lending industries and the economy generally, together with our customer concentration and the impact of these factors thereon; risks related to the outsourcing of services and our international operations; 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.
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