TransUnion
06/27/2024 | Press release | Distributed by Public on 06/27/2024 14:33
Material Agreement Form 8 K
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%.