8-K
TransUnion (TRU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event Reported): December 1, 2021
____________________
TransUnion
(Exact name of registrant as specified in its charter)
____________________
| Delaware | 001-37470 | 61-1678417 | |||||
|---|---|---|---|---|---|---|---|
| (State or other jurisdiction <br>of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | 555 West Adams Street, | Chicago, | Illinois | 60661 | |
| --- | --- | --- | --- | ||||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (312) 985-2000
____________________
Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
☐ Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
☐ Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | TRU | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On December 1, 2021, TransUnion Intermediate Holdings, Inc. (“Holdings”) and Trans Union LLC (the “Borrower” or the “Company”) and certain wholly-owned subsidiaries of TransUnion amended the Third Amended and Restated Credit Agreement, dated as of August 9, 2017 (as amended, amended and restated, supplemented and/or otherwise modified pursuant to Amendment No. 14, dated as of May 2, 2018, Amendment No. 15, dated as of June 19, 2018, Amendment No. 16, dated as of June 29, 2018, Amendment No. 17, dated as of November 15, 2019, and Amendment No. 18, dated as of December 10, 2019, collectively, the “First Lien Credit Agreement”). Capitalized terms used and not otherwise defined herein have the respective meanings given such terms in the First Lien Credit Agreement. Pursuant to Amendment No. 19 to the First Lien Credit Agreement, dated as of December 1, 2021, by and among Holdings, the Borrower, the guarantors party thereto, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the lenders party thereto, (i) the First Lien Credit Agreement was amended to, among other things, provide for incremental term loans in an aggregate principal amount of $3,100,000,000 (the “2021 Incremental Term B-6 Loans”), the proceeds of which, together with cash on hand of the Borrower and its subsidiaries, were used to pay the cash consideration for the Acquisition (as defined below), inclusive of amounts to pay fees and expenses incurred in connection with the Acquisition and repay certain outstanding debt of Neustar (as defined below) and (ii) all of the obligations under the Loan Documents (as defined in the First Lien Credit Agreement) were reaffirmed in all respects. The 2021 Incremental Term B-6 Loans rank pari passu in right of payment and pari passu in right of security with the Revolving Credit Loans, the 2019 Replacement Term B-5 Loans and the 2019 Replacement Term A-3 Loans.
Holdings and its direct and indirect wholly-owned subsidiaries party to the First Lien Credit Agreement and ancillary agreements and documents (other than the Borrower) continue to provide an unconditional guaranty of all amounts owing under the First Lien Credit Agreement. With certain exceptions, the obligations are secured by a first-priority security interest in substantially all of the assets of the Borrower, Holdings and the other guarantors, including their investments in subsidiaries.
The Company is required to make principal payments on the 2021 Incremental Term B-6 Loans at the end of each quarter equal to 0.25% of the original principal amount thereof and the remaining balance will mature on December 1, 2028. Interest rates on the 2021 Incremental Term B-6 Loans are based, at Borrower’s election, on the London Interbank Offered Rate (“LIBOR”) or an alternate base rate, subject to, in the case of 2021 Incremental Term B-6 Loans that accrue interest based on LIBOR, a 0.50% floor, plus an applicable margin. The First Lien Credit Agreement contains various restrictions and nonfinancial covenants, including restrictions on dividends, investments, dispositions, future borrowings and other specified payments.
On December 1, 2021, Holdings and the Borrower and certain wholly-owned subsidiaries of TransUnion entered into the Second Lien Credit Agreement, dated as of December 1, 2021 (the “Second Lien Credit Agreement”), by and among Holdings, the Borrower, the guarantors party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto. The Second Lien Credit Agreement provides for second lien senior secured term loans in an aggregate principal amount of $640,000,000 (the “Second Lien Term Loans”), the proceeds of which, together with cash on hand of Borrower and its subsidiaries, were used to pay the cash consideration for the previously announced acquisition of Sontiq, Inc. (the “Sontiq Acquisition”), inclusive of amounts to pay fees and expenses incurred in connection with the Sontiq Acquisition and repay certain outstanding debt of Sontiq, Inc. The Second Lien Term Loans rank pari passu in right of payment and junior in right of security with the Revolving Credit Loans, the 2019 Replacement Term B-5 Loans, the 2019 Replacement Term A-3 Loans and the 2021 Incremental Term B-6 Loans.
The Second Lien Term Loans have no required quarterly principal payments and will mature on December 1, 2029. Interest rates on the Second Lien Term Loans are based, at Borrower’s election, on LIBOR or an alternate base rate, subject to, in the case of Second Lien Term Loans that accrue interest based on LIBOR, a 0% floor, plus an applicable margin. The Second Lien Credit Agreement contains various restrictive covenants. The restrictive covenants include restrictions on dividends, investments, indebtedness, liens, dispositions, future borrowings and other restricted payments.
Holdings and its direct and indirect wholly-owned subsidiaries party to the Second Lien Credit Agreement and ancillary agreements and documents (other than the Borrower) will provide an unconditional guaranty of all amounts owing under the Second Lien Credit Agreement. With certain exceptions, the obligations are secured by a second-priority security interest in substantially all of the assets of the Borrower, Holdings and the other guarantors, including their investments in subsidiaries.
Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 1, 2021, the Company completed its previously announced acquisition of Neustar, Inc. (“Neustar”), pursuant to a Securities Purchase Agreement, dated as of September 11, 2021 (the “Purchase Agreement”) with Aerial Investors LLC, a Delaware limited liability company (“Seller”), providing for the purchase from Seller all of the issued and outstanding shares of Aerial Ultimate Holdings Corp., a Delaware corporation (“Neustar Holdings”) (the “Acquisition”). As a result of the Acquisition, Neustar has become a wholly-owned subsidiary of the Company.
At the closing of the Acquisition, the Company paid total consideration of $3.1 billion in cash, subject to certain customary purchase price adjustments set forth in the Purchase Agreement. At the closing, the Company deposited $45.0 million into escrow, which will be released to the parties following the closing, based on any adjustments to the purchase price for net working capital, cash and funded indebtedness and transaction expenses of Neustar Holdings and its subsidiaries.
This summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the provisions of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to TransUnion’s Form 8-K filed on September 13, 2021, and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
In a press release issued on December 1, 2021, TransUnion announced the closing of the Acquisition. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
The information furnished pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by TransUnion under the Securities Act of 1933, as amended or under the Exchange Act, as amended, unless TransUnion expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.
Item 8.01 Other Events.
On December 1, 2021, TransUnion Interactive, Inc., a subsidiary of TransUnion, completed its previously announced acquisition of Sontiq, Inc., for a purchase price of $638 million in cash, subject to certain customary purchase price adjustments.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Any financial statements required by Item 9.01(a) will be filed by amendment as soon as practicable, but no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
Any pro forma financial information required by Item 9.01(b) will be filed by amendment as soon as practicable, but no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 2.1 | Securities Purchase Agreement, dated as of September 11, 2021, by and between Trans Union LLC and Aerial Investors LLC (incorporated by reference to Exhibit 2.1 to TransUnion’s Current Report on Form 8-K filed September 13, 2021).* |
| 99.1 | Press release of TransUnion, dated December 1, 2021 (furnished herein pursuant to Item 7.01). |
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized.
| TRANSUNION | ||
|---|---|---|
| Date: December 1, 2021 | By: | /s/ Todd M. Cello |
| Name: | Todd M. Cello | |
| Title: | Executive Vice President, Chief Financial Officer |
Document
Exhibit 99.1
| News Release |
|---|
FOR IMMEDIATE RELEASE
TransUnion and Neustar Announce Transaction Close
TransUnion’s Largest Acquisition to Date Will Accelerate Growth of Identity-Based Solutions
Chicago and Reston, Va. - December 1, 2021 – TransUnion (NYSE: TRU) and Neustar Inc. (“Neustar”), today announced that TransUnion has completed its $3.1 billion acquisition of Neustar from a private investment group led by Golden Gate Capital and with minority participation by GIC.
Neustar, a premier identity resolution company with leading solutions in Marketing, Fraud and Communications, enables customers to build connected consumer experiences by combining decision analytics with real-time identity resolution services driven by its OneID™ platform. Like TransUnion, Neustar has built its brand and reputation on fostering trusted connections between consumers and businesses to help them transact with greater confidence.
“We look forward to beginning a smooth integration of the two businesses,” said Chris Cartwright, President and CEO, TransUnion. “As digital commerce continues to grow globally, we’re confident that TransUnion’s powerful digital identity assets, augmented by Neustar’s distinctive talent, data, digital resolution capabilities, and products and services will extend trust among consumers and businesses and enhance our position as a global information and insights company.”
“This is an exciting milestone for Neustar,” commented Charlie Gottdiener, President and CEO, Neustar. “Solutions that facilitate global commerce by enabling secure online transactions are in great demand in today’s growing digital economy. The combination of TransUnion’s powerful digital identity assets and Neustar’s distinctive data and identity resolution capabilities presents enormous opportunities ahead.”
Neustar’s security business, Neustar Security Services, is excluded from the transaction and now operates as a standalone portfolio company of Golden Gate Capital and GIC.
Deutsche Bank acted as lead M&A advisor to TransUnion. Deutsche Bank Securities Inc. also acted as lead financing arranger along with Bank of America, N.A., Capital One, N.A. and RBC Capital Markets who acted as joint arrangers for TransUnion. Simpson Thacher & Bartlett LLP served as legal advisor to TransUnion.
Evercore served as lead financial advisor to Golden Gate Capital and GIC. JP Morgan also served as a financial advisor, and Paul, Weiss, Rifkind, Wharton & Garrison LLP served as legal advisor. Sidley Austin served as legal advisor to GIC.
About TransUnion (NYSE: TRU)
TransUnion is a global information and insights company that makes trust possible in the modern economy. We do this by providing an actionable picture of each person so they can be reliably represented in the marketplace. As a result, businesses and consumers can transact with confidence and achieve great things. We call this Information for Good®.
A leading presence in more than 30 countries across 5 continents, TransUnion provides solutions that help create economic opportunity, great experiences and personal empowerment for hundreds of millions of people.
http://www.transunion.com/business
About Neustar
Neustar is an information services and technology company and a leader in identity resolution providing the data and technology that enable trusted connections between companies and people at the moments that matter most. Neustar offers industry-leading solutions in marketing, risk, communications, and security that responsibly connect
data on people, devices, and locations, continuously corroborated through billions of transactions. Neustar serves more than 8,000 clients worldwide, including 60 of the Fortune 100. Learn how your company can benefit from the power of trusted connections here: https://www.home.neustar.
About Golden Gate Capital
Golden Gate Capital is a San Francisco-based private equity investment firm with over $19 billion in cumulative committed capital. The principals of Golden Gate Capital have a long and successful history of investing across a wide range of industries and transaction types, including going-privates, corporate divestitures, and recapitalizations, as well as debt and public equity investments. Notable software and technology enabled services investments sponsored by Golden Gate Capital include Infor, BMC Software, LiveVox, Vector Solutions, Ex Libris, 2020 Technologies and Ensemble Health Partners. For more information, visit www.goldengatecap.com.
About GIC
GIC is a leading global investment firm established in 1981 to secure Singapore’s financial future. As the manager of Singapore’s foreign reserves, we take a long-term, disciplined approach to investing, and are uniquely positioned across a wide range of asset classes and active strategies globally. These include equities, fixed income, real estate, private equity, venture capital, and infrastructure. Our long-term approach, multi-asset capabilities, and global connectivity enable us to be an investor of choice. We seek to add meaningful value to our investments. Headquartered in Singapore, we have a global talent force of over 1,800 people in 10 key financial cities and have investments in over 40 countries.
TransUnion Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of TransUnion’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including our guidance and descriptions of our business plans and strategies. These statements often include words such as “anticipate,” “expect,” “guidance,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “should,” “could,” “would,” “may,” “will,” “forecast,” “outlook,” “potential,” “continues,” “seeks,” “predicts,” or the negative of these words and other similar expressions.
Factors that could cause actual results to differ materially from those described in the forward-looking statements include: failure to realize the synergies and other benefits expected from the acquisition of Neustar; the possibility that the acquisition, including the integration of Neustar, may be more costly to complete than anticipated; business disruption following the acquisition closing; risks related to disruption of management time from ongoing business operations and other opportunities due to the acquisition; the effects of pending and future legislation and regulatory actions and reforms; macroeconomic and industry trends and adverse developments in the debt, consumer credit and financial services markets and other macroeconomic factors beyond TransUnion’s control; risks related to TransUnion’s indebtedness, including our ability to make timely payments of principal and interest and our ability to satisfy covenants in the agreements governing our indebtedness; the effects of the ongoing COVID-19 pandemic on TransUnion and Neustar; and other one-time events and other factors that can be found in our Annual Report on Form 10-K for the year ended December 31, 2020, and any subsequent Quarterly Report on Form 10-Q or Current Report on Form 8-K, which are filed with the Securities and Exchange Commission and are available on TransUnion’s website (www.transunion.com/tru) and on the Securities and Exchange Commission’s website (www.sec.gov). Many of these factors are beyond our control. The forward-looking statements contained in this press release speak only as of the date of this press release. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date of this press release.
For TransUnion
Contact Dave Blumberg
E-mail dblumberg@transunion.com
Telephone 312-972-6646
For Neustar
Contact Trish Drennan
E-mail Trish.Drennan@team.neustar
For Golden Gate Capital
Contact David Isaacs / Anne Nisperos Hew
E-mail GoldenGate-SVC@sardverb.com
For GIC
Contact Katy Conrad
E-mail katyconrad@gic.com.sg