TransUnion Holding Company, Inc. Announces Receipt of Requisite Consents in Its Consent Solicitation Relating to the 9.625%/10.375% Senior PIK Toggle Notes Due 2018
CHICAGO, IL--(Marketwire - Oct 22, 2012) - TransUnion Holding Company, Inc. (the "Company") announced today that, pursuant to its previously announced solicitation of consents (the "Consent Solicitation") to holders of the outstanding 9.625%/10.375% Senior PIK Toggle Notes due 2018 (the "Notes"), the Company has received the requisite consents 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 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 consent solicitation will expire at 5:00 p.m., New York City time, on October 23, 2012.
The Company has received consents from holders of at least a majority of the aggregate principal amount of all outstanding Notes, voting as a single class. Accordingly, on October 22, 2012, the Issuer entered into a supplemental indenture with respect to the Indenture reflecting the amendments described above (the "Supplemental Indenture" and such time, the "Effective Time"). Pursuant to the terms of the Supplemental Indenture, the Proposed Amendments became effective at the Effective Time and thereafter bind every holder of Notes; however, the Proposed Amendments will only become operative upon consummation of the Proposed Offering.
Any inquiries may be directed to MacKenzie Partners, Inc., the Information and Tabulation Agent, at (212) 929-5500 (collect) or (800) 322-2885 (toll free). 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. The Consent Solicitation 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.