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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date Earliest Event Reported): May 27, 2020
____________________
TransUnion
(Exact name of registrant as specified in its charter)
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| | | | | | | | | | | | | | |
| Delaware | | 001-37470 | | 61-1678417 |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | | | | | | | | | | | |
| 555 West Adams Street, | Chicago, | Illinois | | 60661 |
| (Address of Principal Executive Offices) | | | | (Zip Code) |
Registrant’s telephone number, including area code: (312) 985-2000
____________________
Check the appropriate box below if the Form 8−K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR 240.14a−12)
☐ Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act (17 CFR 240.14d−2(b))
☐ Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act (17 CFR 240.13e− 4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.01 par value | | TRU | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On May 27, 2020, Todd Cello, Executive Vice President and CFO of TransUnion (the “Company”), will participate in a virtual ”fireside chat” and provide an update on business trends in the Company’s businesses since it reported first quarter earnings on April 28, 2020. He will share that based on trends over the past month, the Company has increased confidence that it will achieve the second quarter 2020 base case outlook scenario discussed on April 28, and, if the trends described below persist for the remainder of the second quarter, the Company may achieve its upside case outlook scenario. The second quarter 2020 base case and upside case outlook scenarios discussed on April 28 are set forth below. For details on each scenario, please see the first quarter 2020 earnings presentation materials that are available on the TransUnion Investor Relations website at www.transunion.com/tru.
•Across the U.S. Markets business, trends have largely improved in the past month. Notably, Financial Services inquiry volumes are better overall, highlighted by the level of acceleration in mortgage and auto. While each has its own dynamics, the efforts of our customers to stimulate activity along with the pace of state re-openings has likely spurred this improvement.
•In our Emerging Verticals, Insurance continues to perform relatively well and shopping trends in auto insurance have improved over the past month. Healthcare continues to hold up as health care providers aggressively work bad debt files on the back end of the revenue cycle. Public Sector remains largely unaffected and continues to pursue new business opportunities and, with the re-openings, we’ve seen some pick up in our screening and telco businesses.
•The Consumer Interactive business is tracking better than previously expected as the direct business continues to perform well as a result of effective targeted marketing. While the indirect business is under some pressure, it is holding up relatively well.
•The International business has not experienced any material changes in trends over the past month. While developed markets are performing better than emerging markets, both groups are essentially in line with the expectations the Company discussed on April 28, 2020.
Base Case – Potential Financial Outcome
•Adjusted Revenue: decline 13% to 18%
–Includes 1 point of FX headwind
–U.S. Markets: mid-teens percent decline
–International: low-twenties percent decline
–Consumer Interactive: mid-single-digits percent decline
•Adjusted EBITDA: decline 33% to 38%
–Includes 1 point of FX headwind
•Adjusted EPS: decline more than Adjusted EBITDA
•Expect Adjusted Revenue and Adjusted EBITDA declines to moderate in 2H20 assuming linear recovery
Upside Case – Potential Financial Outcome
•Adjusted Revenue: decline less than 10%
•Adjusted EBITDA: decline less than 25%
•Adjusted EPS: decline more than Adjusted EBITDA
This Form 8-K is being furnished solely to satisfy the requirements of Regulation FD.
Forward-Looking Statements
This Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of TransUnion’s management and are subject to significant risks and uncertainties. Actual results may differ materially from those described in the forward-looking statements. Any statements made in this Form 8-K that are not statements of historical fact, including statements about our beliefs and expectations, are forward-looking statements. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plans and strategies. Factors that could cause actual results to differ materially from those described in the forward-looking statements include the factors that can be found in our Annual Report on Form 10-K for the year ended December 31, 2019, our Quarterly Report for the quarterly period ended March 31, 2020, and any subsequent Current Report on Form 8-K, which are filed with the Securities and Exchange Commission and are available on TransUnion’s website (www.transunion.com/tru) and on the Securities and Exchange Commission’s website (www.sec.gov). Many of these factors are beyond our control. The forward-looking statements contained in this Form 8-K speak only as of the date hereof. We undertake no obligation to publicly release the result of any revisions to these forward-looking statements to reflect the impact of events or circumstances that may arise after the date hereof.
The information furnished pursuant to this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
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| Exhibit No. | Description | |
Exhibit 104 | Cover Page Interactive Data File -- the cover page XBRL tags are embedded within the Inline XBRL document. | |
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.
Date: May 27, 2020
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| By: | /s/ Mick Forde | |
| Name: | Mick Forde | |
| Title: | Senior Vice President | |