Financial Condition and Consolidated Results of Operations” and Note 21—Subsequent Events—Proposed Merger of the Notes to Consolidated Financial Statements included in Item 8—Financial Statements and Supplementary Data  of Part II of this Annual Report on Form 10-K for further information. 

On February 16, 2021, the Board received an unsolicited acquisition proposal from CoStar Group, Inc. ("CoStar") to acquire the Company in an all- stock transaction. The Board is carefully reviewing the proposal in consultation with outside legal counsel and financial advisors. The Merger Agreement remains in full force and effect, and the Board has not withdrawn or modified its recommendation that the stockholders of CoreLogic vote in favor of the approval of the Merger, the Merger Agreement and the transactions contemplated thereby. 

## Rights Agreement Amendment 

In February 2021, in connection with the execution of the Merger Agreement, CoreLogic also entered into an amendment (“Rights Agreement Amendment”) to the Rights Agreement, dated as of July 6, 2020, by and between CoreLogic and Equiniti Trust Company, as rights agent (“Rights Agreement”), in order to (i) render the Rights Agreement inapplicable to the Merger and the transactions contemplated by the Merger Agreement, (ii) ensure that in connection with the transactions contemplated by the Merger Agreement, none of the Acquirer, Acquisition Sub, or any of their “Affiliates” or “Associates” (each as defined in the Rights Agreement) shall be deemed to be or become an “Acquiring Person” (as defined below) and (iii) provide that the “Expiration Date” (as defined in the Rights Agreement) shall occur immediately prior to the Effective Time. 

## Unsolicited Proposal and Proxy Contest 

In June 2020, we received an unsolicited proposal from Senator Investment Group, LP (“Senator”) and Cannae Holdings, Inc. (“Cannae”) to acquire the Company for $65.00 per share in cash, which initial proposal was increased by Senator and Cannae on September 14, 2020 by $1.00 per share to $66.00 per share in cash (“Unsolicited Proposal”). In July 2020, our Board of Directors ("Board"), in consultation with its independent financial and legal advisors, unanimously determined to reject the Unsolicited Proposal. Senator and Cannae issued a press release announcing proposals to remove members of our Board and replace them with up to nine individuals nominated by Senator and Cannae and to amend certain provisions of our Bylaws (“Proxy Contest Proposals”). In August 2020, the Board determined to call a special meeting of CoreLogic’s stockholders to allow our stockholders to consider and vote on the Proxy Contest Proposals. A special meeting of our stockholders to vote on the Proxy Contest Proposals was held in November 2020, with a record date of September 18, 2020, resulting in the removal of three members of our Board and the appointment of three of Senator and Cannae's nominees to our Board, each with a term expiring at the Company's 2021 annual meeting of stockholders. In connection with the Unsolicited Proposal, Proxy Contest Proposals, and related strategic transaction process, we have incurred expenses of approximately $54.0 million for the year ended December 31, 2020. 

## Discontinued Operations 

In July 2020, we announced our intention to exit our reseller operations focused on mortgage credit and borrower verification and multi-family tenant screening. Although market leaders in their respective business areas, these reseller businesses are not compatible with our long-term strategic imperatives. The divestiture of these operations is expected to improve our revenue growth trends and revenue mix, and significantly enhance profit margins. As a result of this strategic decision, the businesses have been reflected in our consolidated financial statements as discontinued operations for all periods presented. In October 2020, we sold a portion of our multi-family tenant screening business, which resulted in a gain on sale of discontinued operations of $2.7 million, net of tax. In February 2021 we sold the remainder of our multi-family tenant screening business for $51.2 million. Please refer to Note 18 - Discontinued Operations of the Notes to Consolidated Financial Statements included in Item 8 - Financial Statements and Supplementary Data  of Part II of this Annual Report on Form 10-K for further information. 

## Business Exits & Transformation within Continuing Operations 

In December 2018, we announced our intent to exit a loan origination software unit and its remaining legacy default management related platforms, as well as accelerate an appraisal management company ("AMC") transformation program, which actions were focused on expanding our overall profit margins and providing for enhanced long-term organic growth trends. In September 2019, we divested our default management related platforms and received proceeds of $3.8 million. The AMC transformation was concluded in December 31, 2019. For the year ended December 31, 2019, our operating revenues decreased by $61.9 million attributable to the aforementioned business exits and strategic transformation compared to 2018. We also recorded non-cash impairment charges of $47.8 million and severance expense of $5.3 million in 2019 relating to the AMC transformation program. 

