UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note.
On December 1, 2021, Trans Union LLC (the “Company”), a subsidiary of TransUnion, completed its previously announced acquisition of the Marketing, Risk, and Communications Solutions Business (a business of Neustar, Inc.) (“Neustar”), pursuant to a Securities Purchase Agreement, dated as of September 11, 2021 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”).
On December 1, 2021, TransUnion filed its Current Report on Form 8-K (the “Original 8-K”) to report the completion of the Acquisition on December 1, 2021.
Under Item 9.01 of the Original 8-K, TransUnion stated that (a) the financial statements of the business acquired required by Item 9.01 would be filed by amendment to the Original 8-K no later than 71 calendar days after the date on which the Original 8-K was required to be filed, and (b) the pro forma financial information required by Item 9.01 would be filed by amendment to the Original 8-K no later than 71 calendar days after the date on which the Original 8-K was required to be filed. Accordingly, this Current Report on Form 8-K/A amends Item 9.01 of the Original 8-K to present certain financial statements and certain pro forma financial information. Except for this Explanatory Note, the filing of the financial statements and the pro forma financial information required by Item 9.01, and the consent of PricewaterhouseCoopers LLP filed herewith as Exhibit 23.1, there are no changes to the Original 8-K.
| Item 8.01 | Other Events. |
To help facilitate the comparison of TransUnion’s future consolidated results with the historical results of TransUnion and Neustar, we have included Exhibit 99.4 in this filing. Exhibit 99.4 presents the historical Neustar net loss and pro forma Adjusted EBITDA for the year ended December 31, 2020 and the nine-months ended September 30, 2021, along with the corresponding reconciliations of the non-GAAP measures to the most comparable GAAP measures.
Adjusted EBITDA aligns with TransUnion’s definition of Adjusted EBITDA but also includes certain other adjustments to the historical results of Neustar to eliminate the impact of certain items that TransUnion does not consider indicative of its cash operations and ongoing operating performance.
| Item 9.01 | Financial Statements and Exhibits |
(a) Financial Statements of Business Acquired.
The audited combined financial statements of the Marketing, Risk, and Communications Solutions Business (a business of Neustar, Inc.) as of and for the year-ended December 31, 2020 are filed as Exhibit 99.1 and incorporated by reference herein.
The unaudited condensed combined financial statements of the Marketing, Risk, and Communications Solutions Business (a business of Neustar, Inc.) as of and for the nine-months ended September 30, 2021 are filed as Exhibit 99.2 and incorporated by reference herein.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of TransUnion as of and for the nine-month period ended September 30, 2021 and for the year-ended December 31, 2020 and notes related thereto, are filed as Exhibit 99.3 and incorporated by reference herein.
(c) Exhibits.
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: February 16, 2022 |
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By: | /s/ Todd M. Cello | |||
| Name: | Todd M. Cello | |||||
| Title: | Executive Vice President, Chief Financial Officer | |||||