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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): June 24, 2024
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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:
| | | | | | | | | | | | | | |
| 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 June 24, 2024, TransUnion Intermediate Holdings, Inc. (“Holdings”), Trans Union LLC (the “Borrower”), certain wholly-owned subsidiaries of TransUnion, Deutsche Bank AG New York Branch, as the administrative agent and the collateral agent, and the lenders party thereto entered into Amendment No. 23 (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, 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, among other things, (i) refinance a portion of the Borrower’s outstanding 2019 Replacement Term B-5 Loans with a new tranche of term loans in an aggregate principal amount of $1,500,000,000 (the “2024 Refinancing Term B-8 Loans”), (ii) extend the maturity date applicable to the Revolving Credit Facility and the 2023 Refinancing Term A-4 Loans to June 24, 2029 (subject to a springing maturity date to 91 days before the maturity date of certain other indebtedness of the Borrower if $250,000,000 of such indebtedness remains outstanding 91 days before the scheduled maturity thereof), (iii) remove the credit spread adjustment applicable to the Revolving Credit Facility and 2023 Refinancing Term A-4 Loans and (iv) make certain other changes to the Credit Agreement as set forth therein. In addition, all of the obligations under the Loan Documents were reaffirmed in all respects.
The proceeds of the 2024 Refinancing Term B-8 Loans, together with cash on hand at Holdings and its subsidiaries, were used to refinance a portion of the existing 2019 Replacement Term B-5 Loans and to pay accrued interest, fees and expenses incurred in connection therewith. Immediately after giving effect to such refinancing, $679,500,000 of 2019 Replacement Term B-5 Loans remained outstanding.
The 2024 Refinancing Term B-8 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, the remaining 2019 Replacement Term B-5 Loans and the 2024 Replacement Term B-7 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 continues to contain various restrictions and nonfinancial covenants, including restrictions on dividends, investments, dispositions, future borrowings and other specified payments.
The Borrower is required to make quarterly amortization payments on the 2024 Refinancing Term B-8 Loans in an amount equal to $3,750,000 per quarter beginning with the quarter ended September 30, 2024. The 2024 Refinancing Term B-8 Loans will mature on June 24, 2031.
The interest rates on the 2024 Refinancing Term B-8 Loans are based, at the Borrower’s election, on (1) term SOFR, subject to a 0% floor, plus an applicable margin of 1.75% or (2) an alternate base rate plus an applicable margin of 0.75%.
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 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | Description |
| 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: June 27, 2024 | By: | /s/ Todd M. Cello | |
| Name: | Todd M. Cello | |
| Title: | Executive Vice President, Chief Financial Officer | |