TransUnion Announces Secondary Offering of 19,850,000 Shares of Common Stock and Purchase of 1,850,000 Shares of Common Stock
TransUnion (the "Company") (NYSE: TRU) today announced that certain of its stockholders (the "Selling Stockholders") intend to offer for sale in an underwritten secondary offering 19,850,000 shares of common stock of the Company pursuant to the Company's shelf registration statement filed with the Securities and Exchange Commission (the "Commission"). In addition, certain of the Selling Stockholders have granted the underwriters a 30-day option to purchase up to 1,985,000 additional shares of common stock. The Selling Stockholders will receive all of the proceeds from this offering. No shares are being sold by the Company. The Company may participate in this offering by purchasing, as part of the offering, 1,850,000 shares of common stock at the public offering price (the “share purchase”). The Company intends to provide an indication of interest to the underwriters; however, there can be no assurance that the Company will actually offer to purchase shares or that any such offer to purchase will be accepted by the underwriter and, as a result, that the share purchase will be consummated.
Deutsche Bank Securities and BofA Merrill Lynch are acting as underwriters for the offering.
Upon the successful completion of the offering, the ownership of investment funds affiliated with each of Advent International Corporation ("Advent") and The Goldman Sachs Group, Inc. ("Goldman") in the Company will decline to below a threshold that triggers the immediate vesting of approximately 4.4 million employee options.
The offering will be made only by means of a prospectus supplement and accompanying prospectus. Copies of the preliminary prospectus supplement and accompanying prospectus related to the offering may be obtained from Deutsche Bank Securities, Attention: Prospectus Department, 60 Wall Street, New York, NY 10005 or by telephone at (800) 503-4611, or by email at firstname.lastname@example.org and BofA Merrill Lynch, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, Attn: Prospectus Department, or by email at email@example.com.
The registration statement relating to these securities has been filed with the Commission and has become effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
TransUnion is a leading global risk and information solutions provider to businesses and consumers. The Company provides consumer reports, risk scores, analytical services and decisioning capabilities to businesses. Businesses embed its solutions into their process workflows to acquire new customers, assess consumer ability to pay for services, identify cross-selling opportunities, measure and manage debt portfolio risk, collect debt, verify consumer identities and investigate potential fraud. Consumers use its solutions to view their credit profiles and access analytical tools that help them understand and manage their personal information and take precautions against identity theft.
This press release contains "forward-looking statements" within the meaning of federal securities laws. Any statements made in this press release 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. These statements often include words such as "anticipate," "expect," "suggest," "plan," "believe," "intend," "estimate," "target," "project," "should," "could," "would," "may," "will," "forecast," "outlook," "potential," "continues," "seeks," "predicts," and the negatives of these words and other similar expressions. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that factors affecting our actual financial results could cause actual results to differ materially from those expressed in the forward-looking statements. Factors that could materially affect our financial results or such forward-looking statements include macroeconomic and industry trends and adverse developments in the debt, consumer credit and financial services markets; our ability to provide competitive services and prices; our ability to retain or renew existing agreements with large or long-term customers; our ability to maintain the security and integrity of our data; our ability to deliver services timely without interruption; our ability to maintain our access to data sources; government regulation and changes in the regulatory environment; litigation or regulatory proceedings; regulatory oversight of certain "critical activities"; our ability to effectively manage our costs; economic and political stability in the United States and international markets where we operate; our ability to effectively develop and maintain strategic alliances and joint ventures; our ability to timely develop new services and the market's willingness to adopt our new services; our ability to manage and expand our operations and keep up with rapidly changing technologies; our ability to make acquisitions and integrate the operations of acquired businesses; our ability to protect and enforce our intellectual property, trade secrets and other forms of unpatented intellectual property; our ability to defend our intellectual property from infringement claims by third parties; the ability of our outside service providers and key vendors to fulfill their obligations to us; further consolidation in our end-customer markets; the increased availability of free or inexpensive consumer information; losses against which we do not insure; our ability to make timely payments of principal and interest on our indebtedness; our ability to satisfy covenants in the agreements governing our indebtedness; our ability to maintain our liquidity; share repurchase plans; our reliance on key management personnel; and our controlling stockholders. There may be other factors, many of which are beyond our control, that may cause our actual results to differ materially from the forward-looking statements, including factors disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016, as modified in any subsequent filing with the Commission. The forward-looking statements contained in this press release speak only as of the date of this press release. 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 of this release.