TransUnion Holding Company, Inc. Announces Consent Solicitation for 9.625%/10.375% Senior PIK Toggle Notes Due 2018
CHICAGO, IL--(Marketwire - Oct 16, 2012) - TransUnion Holding Company, Inc. (the "Company") announced today that it is soliciting consents from holders of its outstanding 9.625%/10.375% Senior PIK Toggle Notes due 2018 (CUSIP No. 89400RAB5) (the "Notes") to approve amendments (the "Proposed Amendments") to the indenture relating to the Notes (the "Indenture") (1) to the "Limitation on Restricted Payments" and "Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock" covenants to allow the Company to issue new senior unsecured PIK Toggle notes under the Indenture (or under a new indenture) in a private placement under Rule 144A and Regulation S of the Securities Act of 1933, as amended, (the "Proposed Offering") and to make a one-time dividend or other distribution as a return of capital to its shareholders with the proceeds of the Proposed Offering, (2) to the "Limitation on Restricted Payments" covenant to reduce the amount of other dividends, share repurchases and certain other payments the Company may make in respect of its equity interests and (3) to provide that the interest rate applicable to the Notes will increase by 0.50% (50 basis points) if, prior to June 15, 2015 (a) the Notes are rated Caa1 or lower by Moody's Investors Service, Inc. and CCC+ or lower by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. (or any successors to their respective rating agency businesses) and (b) the Consolidated Debt Ratio (as defined in the Consent Solicitation Statement (as defined below)) is greater than or equal to 5.50 to 1.00; provided, that any such increase shall cease to apply beginning on the earlier of (A) June 15, 2015 and (B) any day prior thereto the Notes are rated higher than Caa1 or CCC+ or the Consolidated Debt Ratio is less than 5.50 to 1.00.
The Company will make a cash payment of $27.50 per $1,000 in aggregate principal amount of Notes held by each holder of Notes as of the Record Date (as defined below) who has validly delivered a duly executed consent at or prior to the Expiration Time (as defined below) and who has not revoked the consent in accordance with the procedures described in the Consent Solicitation Statement (as defined below). The consent payment will be paid on or promptly after the consummation of the Proposed Offering and is subject to the conditions described in the Consent Solicitation Documents (as defined below).
Adoption of the Proposed Amendments requires the consent of the holders of at least a majority of the aggregate principal amount of all outstanding Notes voting as a single class (such consent, the "Requisite Consents"). The aggregate outstanding principal amount of the Notes as of October 16, 2012 was $600,000,000. Consents may be validly revoked at any time prior to the Effective Time (as defined below) but not thereafter.
The Company anticipates that, promptly after receipt of the Requisite Consents prior to the Expiration Time, the Company will give notice to Wells Fargo Bank, National Association, as trustee (the "Trustee"), that the Requisite Consents have been obtained and the Company and the Trustee will execute and deliver a supplemental indenture with respect to the Indenture (the "Supplemental Indenture" and such time, the "Effective Time"). Pursuant to the terms of the Supplemental Indenture, the Proposed Amendments will become effective at the Effective Time and shall thereafter bind every holder of Notes. Although the Supplemental Indenture will become effective upon execution by the Company and the Trustee, the Proposed Amendments will only become operative immediately prior to the consummation of Proposed Offering. No Consent Payments will be made and the Proposed Amendments will not become operative if the Proposed Offering is not consummated at or prior to 5:30 p.m., New York City time, on November 23, 2012.
The consent solicitation will expire at 5:00 p.m., New York City time, on October 23, 2012 (such date and time, as the Company may extend from time to time, the "Expiration Time"). Only holders of record of the Notes as of 5:00 p.m., New York City time, on October 15, 2012 (the "Record Date"), are eligible to deliver consents to the Proposed Amendments in the consent solicitation.
The consent solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated October 16, 2012 (as it may be amended or supplemented from time to time, the "Consent Solicitation Statement"), and the accompanying Consent Letter (together, the "Consent Solicitation Documents"). The Company may, in its sole discretion, terminate, extend or amend the consent solicitation at any time as described in the Consent Solicitation Statement.
Copies of the Consent Solicitation Documents and other related documents may be obtained from MacKenzie Partners, Inc., the Information and Tabulation Agent, at (212) 929-5500 (collect) or (800) 322-2885 (toll free). Holders of the Notes are urged to review the Consent Solicitation Documents for the detailed terms of the consent solicitation and the procedures for consenting to the Proposed Amendments. Any persons with questions regarding the consent solicitation should contact the Solicitation Agents, Goldman, Sachs & Co., at (212) 902-5183 (collect) or (800) 828-3182 (toll free) or Deutsche Bank Securities Inc., at (212) 250-7527 (collect) or (855) 287-1922 (toll free).
This announcement is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or any securities. No recommendation is being made as to whether holders of Notes should consent to the Proposed Amendments. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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," "forecast," "should," "could," "would," "may," "will" and other similar expressions.
We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances and at the time such statements were made. Although we believe that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect our actual financial results or results of operations and could cause actual results to differ materially from those expressed in the forward-looking statements, including, without limitation, the factors described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 31, 2012. Many of these factors are beyond our control.
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 events or circumstances after the date of this press release or to reflect the occurrence of unanticipated events.