0000769993-17-000508.txt : 20170504
0000769993-17-000508.hdr.sgml : 20170504
20170504171237
ACCESSION NUMBER: 0000769993-17-000508
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170502
FILED AS OF DATE: 20170504
DATE AS OF CHANGE: 20170504
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: TransUnion
CENTRAL INDEX KEY: 0001552033
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320]
IRS NUMBER: 611678417
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 555 WEST ADAMS STREET
CITY: CHICAGO
STATE: IL
ZIP: 60661
BUSINESS PHONE: (312) 985-2000
MAIL ADDRESS:
STREET 1: 555 WEST ADAMS STREET
CITY: CHICAGO
STATE: IL
ZIP: 60661
FORMER COMPANY:
FORMER CONFORMED NAME: TransUnion Holding Company, Inc.
DATE OF NAME CHANGE: 20120612
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GSCP VI Offshore Advisors, L.L.C.
CENTRAL INDEX KEY: 0001394278
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37470
FILM NUMBER: 17815107
BUSINESS ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS Capital Partners VI Offshore Fund, L.P.
CENTRAL INDEX KEY: 0001394285
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37470
FILM NUMBER: 17815108
BUSINESS ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Opportunity Partners Offshore-B Co-Invest AIV Advisors, Ltd.
CENTRAL INDEX KEY: 0001646000
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37470
FILM NUMBER: 17815109
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Opportunity Partners Offshore-B Co-Invest AIV, L.P.
CENTRAL INDEX KEY: 0001645919
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37470
FILM NUMBER: 17815110
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Bridge Street 2012 Holdings, L.P.
CENTRAL INDEX KEY: 0001645920
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37470
FILM NUMBER: 17815111
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GSCP VI Advisors, L.L.C.
CENTRAL INDEX KEY: 0001394286
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37470
FILM NUMBER: 17815112
BUSINESS ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
4
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Common Stock
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See footnotes
This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GSCP VI Advisors, L.L.C. ("GSCP VI Advisors"), GS Advisors VI, L.L.C. ("GS Advisors VI"), GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore Advisors"), Goldman, Sachs Management GP GmbH ("GS GmbH"), MBD 2011 Offshore Advisors, Inc. ("MBD Advisors"), Opportunity Partners Offshore-B Co-Invest AIV Advisors, Ltd. ("Opportunity Advisors"), SpartanShield Holdings ("SpartanShield"), GS Capital Partners VI Fund, L.P. ("GS Capital VI"), GS Capital Partners VI Parallel, L.P. ("GS Capital VI Parallel"), GS Capital Partners VI Offshore Fund, L.P. ("GS VI Offshore"), GS Capital Partners VI GmbH & Co. KG ("GS Germany VI"), MBD 2011 Holdings, L.P. ("MBD 2011"), Bridge Street 2012 Holdings, L.P. ("Bridge Street"), (continued in next footnote)
Opportunity Partners Offshore-B Co-Invest AIV, L.P. ("Opportunity," and, together with GS Capital VI, GS Capital VI Parallel, GS VI Offshore, GS Germany VI, MBD 2011 and Bridge Street, the "Funds"). GS Group, Goldman Sachs, GSCP VI Advisors, GS Advisors VI, GSCP VI Offshore Advisors, GS GmbH, MBD Advisors, Bridge Street Advisors, Opportunity Advisors, SpartanShield and the Funds are defined collectively as the "Reporting Persons."
Due to the electronic system's limitation of 10 Reporting Persons per filing, this statement is being filed in duplicate.
Pursuant to an underwriting agreement, dated April 26, 2017 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock, par value $0.01 per share (the "Common Stock"), of TransUnion, pursuant to the final prospectus supplement dated April 26, 2017, which offering was consummated on May 2, 2017 (the "Registered Public Offering"), the underwriters purchased shares of Common Stock from the selling stockholders, which included GS Capital VI, GS Capital VI Parallel and SpartanShield. GS Capital VI, GS Capital VI Parallel and SpartanShield sold an aggregate of 6,500,000, shares of Common Stock, consisting of 2,536,648 shares of Common Stock sold by GS Capital VI, 697,535 shares of Common Stock sold by GS Capital VI Parallel and 3,265,817 shares of Common Stock sold by Spartanshield.
Pursuant to the Underwriting Agreement and in connection with the Registered Public Offering, the underwriters exercised their option (the "Over-Allotment Option") to purchase additional shares of Common Stock from the selling stockholders, which included GS Capital VI, GS Capital VI Parallel and SpartanShield. Goldman Sachs is one of several underwriters under the Underwriting Agreement. On May 2, 2017, the Over-Allotment Option was consummated and in connection with such sale to the underwriters, GS Capital VI, GS Capital VI Parallel and SpartanShield sold an additional 1,002,055 shares of Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option, consisting of 391,055 shares of Common Stock sold by GS Capital VI, 107,534 shares of Common Stock sold by GS Capital VI Parallel and 503,466 shares of Common Stock sold by Spartanshield.
Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 1,057 shares of Common Stock. Goldman Sachs and GS Group may be deemed to beneficially own indirectly 37,286,343 shares of Common Stock by reason of the direct beneficial ownership of such shares by GS Capital VI, GS Capital VI Parallel and SpartanShield. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the Funds. Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Funds.
GS Capital VI beneficially owns directly 14,550,721 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GSCP VI Advisors. GS Capital VI Parallel beneficially owns directly 4,001,199 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GS Advisors VI. SpartanShield beneficially owns directly 18,733,366 shares of Common Stock.
Shares of Common Stock that may be deemed to be beneficially owned by certain of the Funds that correspond to such Funds' partnership interests in SpartanShield consist of: (i) 12,102,776 shares of Common Stock which may be deemed to be beneficially owned indirectly by GS VI Offshore, which may be deemed to be beneficially owned indirectly by its general partner, GSCP VI Offshore Advisors, (ii) 517,133 shares of Common Stock which may be deemed to be beneficially owned indirectly by GS Germany VI, which may be deemed to be beneficially owned indirectly by its general partner, GS GmbH, (iii) 446,488 shares of Common Stock which may be deemed to be beneficially owned indirectly by MBD 2011, which may be deemed to be beneficially owned indirectly by its general partner, MBD Advisors, (continued in next footnote)
(iv) 515,178 shares of Common Stock which may be deemed to be beneficially owned indirectly by Bridge Street, which may be deemed to be beneficially owned indirectly by its general partner, MBD Advisors, and (v) 5,151,791 shares of Common Stock which may be deemed to be beneficially owned indirectly by Opportunity, which may be deemed to be beneficially owned indirectly by its general partner, Opportunity Advisors.
The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
/s/ Yvette Kosic, Attorney-in-fact
2017-05-04-04:00
/s/ Yvette Kosic, Attorney-in-fact
2017-05-04-04:00
/s/ Yvette Kosic, Attorney-in-fact
2017-05-04-04:00
/s/ Yvette Kosic, Attorney-in-fact
2017-05-04-04:00
/s/ Yvette Kosic, Attorney-in-fact
2017-05-04-04:00
/s/ Yvette Kosic, Attorney-in-fact
2017-05-04-04:00