TransUnion (NYSE:TRU) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On February15, 2017, TransUnion (the Company) entered into an
Underwriting Agreement (the Underwriting Agreement) by and among
the Company, the selling stockholders named therein (the Selling
Stockholders), and Deutsche Bank Securities Inc. and Merrill
Lynch, Pierce, Fenner Smith Incorporated (the Underwriters),
relating to an underwritten offering of 19,850,000 shares (the
Shares) of the Companys common stock, par value $0.01 per share
(Common Stock), to the Companys Registration Statement on Form
S-3 (File No.333-213542), filed on September8, 2016, as
supplemented by the prospectus supplement dated February15, 2017.
All of the Shares are being sold by the Selling Stockholders. to
the Underwriting Agreement, the Underwriters agreed to purchase
the Shares at a price of $36.57 in a transaction that was
completed on February22, 2017. The Underwriters were granted a
30-day option to purchase up to an additional 1,985,000 shares of
Common Stock from the Selling Stockholders.
The description of the Underwriting Agreement is qualified in its
entirety by the terms of such agreement, which is incorporated
herein by reference and attached to this report as Exhibit 1.1.
| Item8.01 | Other Events. |
The offering of 19,850,000 shares of Common Stock settled on
February22, 2017. The Selling Stockholders received all of the
net proceeds from this offering. No shares of Common Stock were
sold by the Company.
As part of this offering, the Company purchased 1,850,000 shares
of Common Stock through the Underwriters (the Share Purchase).
The Companys independent, disinterested directors determined that
the purchase was in the best interest of the Company. The Share
Purchase was funded with cash on hand. As a result, the funding
of the Share Purchase decreased the amount of cash on the
Companys balance sheet. The shares purchased by the Company are
held in treasury, and reduced the number of outstanding shares of
Common Stock accordingly.
| Item9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
See the Exhibit Index immediately following the page hereto,
which is incorporated herein by reference.
About TransUnion (NYSE:TRU)
TransUnion, formerly TransUnion Holding Company, Inc., is a risk and information solutions provider to businesses and consumers. The Company operates through three segments: US Information Services (USIS), International and Consumer Interactive. The USIS segment provides consumer reports, risk scores, analytical services and decisioning capabilities to businesses. The International segment provides services similar to its USIS segment to businesses in select regions outside the United States. The Company’s Consumer Interactive segment offers solutions that help consumers manage their personal finances and take precautions against identity theft. The Company has operations across various industry verticals, including financial services, insurance and healthcare. The Company has presence in over 30 countries across North America, Africa, Latin America and Asia. TransUnion (NYSE:TRU) Recent Trading Information
TransUnion (NYSE:TRU) closed its last trading session down -0.18 at 36.92 with 1,430,813 shares trading hands.
