TransUnion (NYSE:TRU) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On April26, 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 J.P. Morgan Securities LLC, Goldman Sachs Co.
LLC (formerly known as Goldman, Sachs Co.) and Morgan Stanley Co.
LLC (the Underwriters), relating to an underwritten offering of
16,500,000 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 April26, 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 $39.15
and were granted a 30-day option to purchase up to an additional
2,475,000 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.
| Item5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May2, 2017, in connection with the sale of our common stock by
investment funds affiliated with Advent International
Corporation, Steven M. Tadler resigned from his position as a
director of the Company and as a member of the Compensation
Committee, effective as of that date, in accordance with the
Amended and Restated Major Stockholders Agreement (the
Stockholders Agreement), dated as of June23, 2015, among
TransUnion, Advent-TransUnion Acquisition Limited Partnership
(Advent) and the GS Investors (as defined therein). As a result
of such sale, Advents ownership fell below one of the ownership
thresholds specified in the Stockholders Agreement, with the
result that one of the directors designated by Advent was
required to resign from the Companys Board of Directors
immediately after the closing of that transaction. Mr.Tadlers
resignation did not result from any disagreement with the Company
on any matter relating to the Companys operations, policies or
practices.
Item8.01 Other Events.
On April 27, 2017, the Underwriters exercised in full their
30-day option to purchase an additional 2,475,000 shares of
Common Stock. The offering of 18,975,000 shares of Common Stock
(including the additional 2,475,000 shares of Common Stock to the
Underwriters 30-day option) settled on May2, 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 1,650,000 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 by drawing the Companys senior secured
revolving line of credit. As a result, the funding of the Share
Purchase increased the amount of debt 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 -0.20 at 40.13 with 1,071,710 shares trading hands.
