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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): February 8, 2024
____________________
TransUnion
(Exact name of registrant as specified in its charter)
____________________
| | | | | | | | | | | | | | |
| 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:
| | | | | | | | | | | | | | |
| 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 1.01 Entry into a Material Definitive Agreement.
On February 8, 2024, TransUnion Intermediate Holdings, Inc. (“Holdings”), Trans Union LLC (the “Borrower”), certain wholly-owned subsidiaries of TransUnion (the “Company”), Deutsche Bank AG New York Branch, as the administrative agent, and the lenders party thereto entered into Amendment No. 22 (the “Amendment”) to the Third Amended and Restated Credit Agreement, dated as of August 9, 2017 (as amended, amended and restated, supplemented and/or otherwise modified from time to time, including pursuant to the Amendment, collectively, the “Credit Agreement”). Capitalized terms used and not otherwise defined herein have the respective meanings given such terms in the Credit Agreement.
Pursuant to the Amendment, the Credit Agreement was amended to refinance in full all of the Borrower’s outstanding 2021 Incremental Term B-6 Loans with a new tranche of Replacement Term Loans in an aggregate principal amount of $1,895,000,000 (the “2024 Replacement Term B-7 Loans”). In addition, all of the obligations under the Loan Documents were reaffirmed in all respects.
The proceeds of the 2024 Replacement Term B-7 Loans were used to refinance in full the Borrower’s outstanding 2021 Incremental Term B-6 Loans and to pay accrued interest, fees and expenses incurred in connection therewith. The 2024 Replacement Term B-7 Loans rank equal in right of payment and equal in right of security with the Revolving Credit Loans, the 2023 Refinancing Term A-4 Loans and the 2019 Replacement Term B-5 Loans.
Holdings and its direct and indirect wholly-owned subsidiaries party to the Credit Agreement and ancillary agreements and documents (other than the Borrower) continue to provide an unconditional guaranty of all amounts owing under the Credit Agreement. With certain exceptions, the obligations are secured by a first-priority security interest in substantially all of the assets of the Borrower, Holdings and the other guarantors, including their investments in subsidiaries. The Credit Agreement contains various restrictions and nonfinancial covenants, including restrictions on dividends, investments, dispositions, future borrowings and other specified payments, which were unchanged by the Amendment.
The Borrower is required to make quarterly amortization payments on the 2024 Replacement Term B-7 Loans in an amount equal to $4,737,500 per quarter beginning with the quarter ended June 30, 2024. The 2024 Replacement Term B-7 Loans will mature on December 1, 2028.
The interest rates on the 2024 Replacement Term B-7 Loans are based, at the Borrower’s election, on (1) term SOFR, subject to a 0.50% floor, plus an applicable margin of 2.00% or (2) an alternate base rate plus an applicable margin of 1.00%.
Item 2.02 Results of Operations and Financial Condition.
On February 13, 2024, the Company issued a press release announcing results for the quarter ended December 31, 2023. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, 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 (the “Securities Act”), or the Exchange Act.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On February 13, 2024, management reviewed a slide presentation during the Company’s fiscal 2023 fourth quarter earnings conference call. The presentation materials are attached hereto as Exhibit 99.2 and incorporated herein by reference. These materials may also be used by the Company at one or more subsequent conferences with analysts, investors, or other stakeholders.
The information contained in the attached presentation materials is summary information that is intended to be considered in the context of the Company’s Securities and Exchange Commission filings and other public announcements. The Company undertakes no duty or obligation to publicly update or revise this information, although it may do so from time to time.
The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of 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 or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| | | | | | | | |
| Exhibit No. | Description |
| Press release of TransUnion dated February 13, 2024, announcing results for the quarter ended December 31, 2023. |
| Earnings call presentation materials for the quarter ended December 31, 2023. |
| 104 | Cover page Interactive Data File (embedded within the inline XBRL file). |
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.
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| TRANSUNION |
| | |
| Date: February 13, 2024 | By: | /s/ Todd M. Cello |
| Name: | Todd M. Cello |
| Title: | Executive Vice President, Chief Financial Officer |