TransUnion (NYSE:TRU) Files An 8-K Financial Statements and ExhibitsItem 9.01 of Form 8-K in connection with the acquisition of Crown.
This Current Report on Form 8-K/A amends the Original Form 8-K to include the financial statements and pro forma information required by Item 9.01 of Form 8-K and the consent of KPMG LLP to the incorporation by reference in certain registration statements of their report dated August 20, 2018, with respect to the consolidated financial statements of Crown as of and for the year ended December 31, 2017. Except for the filing of such financial statements, pro forma information and consent, this form 8-K/A does not modify or update other disclosures in, or exhibits to, the Original Form 8-K.
Item 8.01 Other Events.
To help facilitate the comparison of our future consolidated results with the historical results of TransUnion and Crown, which we also refer to as Callcredit, we have included Exhibit 99.3 in this filing, and have also posted it to our website, that presents the historical Callcredit pro forma revenue, pro forma Adjusted Revenue, net loss attributable to Callcredit and pro forma Adjusted EBITDA for 2017 and the first quarter of 2018, along with the corresponding reconciliations of the non-GAAP measures to the GAAP measures.
Adjusted Revenue aligns with TransUnion's definition of Adjusted Revenue and is defined as GAAP revenue adjusted for certain acquisition-related deferred revenue and non-core contract-related revenue adjustments. Adjusted EBITDA aligns with TransUnion’s definition of Adjusted EBITDA but also includes certain other adjustments to the historical results of Callcredit to eliminate the impact of certain items that we do not consider indicative of their cash operations and ongoing operating performance.
See our Form 8-K filed on July 24, 2018, which reported our second quarter 2018 results, for further information about our non-GAAP measures, including those discussed in the 2018 Full Year Outlook and 2018 Third Quarter Outlook sections of that filing.
Item 9.01Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited consolidated statement of financial position of Crown Acquisition TopCo Limited as of December31, 2017, and the related consolidated statements of profit and loss and other comprehensive income, changes in equity, and cash flows for the year then ended, and the related notes (collectively, the “consolidated financial statements”), are filed as Exhibit 99.1 and incorporated by reference herein.
(b) Pro Forma Financial Information.
The unaudited pro forma combined financial information relating to the Acquisition as of and for the quarter ended March 31, 2018 and as of the year ended December 31, 2017, are filed as Exhibit 99.2 and incorporated by reference herein.
(d) Exhibits.
Exhibit No. |
Description |
Consent of KPMG LLP to the incorporation by reference in the registration statements Form S-3 No. 333-213542 of TransUnion, Form S-8 No. 333-207090 pertaining to the TransUnion Holding Company, Inc. 2012 Management Equity Plan, and Form S-8 No. 333-205239 pertaining to the TransUnion 2015 Omnibus Incentive Plan and the TransUnion 2015 Employee Stock Purchase Plan of their report dated August20, 2018, with respect to the consolidated statement of financial position of Crown Acquisition TopCo Limited as of December31, 2017, and the related consolidated statements of profit and loss and other comprehensive income, changes in equity, and cash flows for the year then ended, and the related notes (collectively, the “consolidated financial statements”). |
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Audited consolidated statement of financial position of Crown Acquisition TopCo Limited as of December31, 2017, and the related consolidated statements of profit and loss and other comprehensive income, changes in equity, and cash flows for the year then ended, and the related notes (collectively, the “consolidated financial statements”). |
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Unaudited pro forma combined financial information relating to the Acquisition as of and for the quarter ended March 31, 2018, and as of the year ended December 31, 2017. |
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Historical Callcredit pro forma revenue, pro forma Adjusted Revenue, net loss attributable to Callcredit and pro forma Adjusted EBITDA for 2017 and the first quarter of 2018, along with the corresponding reconciliations of the non-GAAP measures to the GAAP measures. |
TransUnion ExhibitEX-23.1 2 exhibit231kpmgconsent.htm EXHIBIT 23.1 Exhibit Exhibit 23.1Consent of Independent AuditorsThe DirectorsCrown Acquisition TopCo Ltd:We consent to the incorporation by reference in the registration statements (No. 333-213542,…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.