Attached files
| file | filename |
|---|---|
| EX-5.1 - EX-5.1 - TransUnion | d248208dex51.htm |
| EX-1.1 - EX-1.1 - TransUnion | d248208dex11.htm |
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): September 8, 2016
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
(312) 985-2000
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
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)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 8, 2016, TransUnion (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company, the selling stockholders named therein (the “Selling Stockholders”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC (the “Underwriters”), relating to an underwritten offering of 16,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-213542), filed on September 8, 2016, as supplemented by the prospectus supplement dated September 8, 2016. All of the Shares are being sold by the Selling Stockholders. Pursuant to the Underwriting Agreement, the Underwriters agreed to purchase the Shares at a price of $32.82 in a transaction that was completed on September 14, 2016. The Underwriters were granted a 30-day option to purchase up to an additional 2,400,000 shares of Common Stock from the Selling Stockholders.
The description of the Underwriting Agreement is qualified in its entirety by the terms of such agreement, which is incorporated herein by reference and attached to this report as Exhibit 1.1.
| Item 8.01 | Other Events. |
The offering of 16,000,000 shares of Common Stock settled on September 14, 2016. The Selling Stockholders received all of the proceeds from this offering. No shares of Common Stock were sold by the Company.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
See the Exhibit Index immediately following the signature page hereto, which is incorporated herein by reference.
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: September 14, 2016 | ||||||
| By: | /s/ Mick Forde | |||||
| Name: | Mick Forde | |||||
| Title: | Senior Vice President | |||||
EXHIBIT INDEX
| 1.1 | Underwriting Agreement, dated as of September 8, 2016, among TransUnion, the selling stockholders named therein and the underwriters named therein. | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP | |