TransUnion (NYSE:TRU) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On July31, 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, Merrill Lynch, Pierce, Fenner& Smith Incorporated and Morgan Stanley& Co. LLC (the “Underwriters”), relating to an underwritten offering of 22,500,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), to the Company’s Registration Statement on Form S-3 (File No.333-213542), filed on September8, 2016, as supplemented by the prospectus supplement dated July31, 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 $45.60 and were granted a 30-day option to purchase up to an additional 3,375,000 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.
On August1, 2017, the Underwriters exercised in full their 30-day option to purchase an additional 3,375,000 shares of Common Stock. The offering of 25,875,000 shares of Common Stock (including the additional 3,375,000 shares of Common Stock to the Underwriters’ 30-day option) settled on August4, 2017. The Selling Stockholders received all of the net proceeds from this offering. No shares of Common Stock were sold by the Company.
In connection with the sale of Common Stock by investment funds affiliated with Advent International Corporation, the number of shares of Common Stock owned by Advent-TransUnion Acquisition Limited Partnership (“Advent”) fell below one of the ownership thresholds specified in the Amended and Restated Major Stockholders’ Agreement, dated as of June23, 2015, among the Company, Advent and the GS Investors (as defined therein), and as a result, the director designated by Advent, Christopher Egan, would have been required to resign from the Company’s Board of Directors upon the closing of such transaction. However, the Board of Directors waived the requirement for Mr.Egan’s resignation and the Company expects that Mr.Egan will serve until his term expires in May 2018.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits.
See the Exhibit Index immediately following the page hereto, which is incorporated herein by reference.
TransUnion ExhibitEX-1.1 2 d410168dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION TransUnion Common Stock,…To view the full exhibit click here
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.
