Item 8.01. Other Events.
Public Offering of Senior Notes Due 2025 and Senior Notes Due 2030
On April 22, 2020, Equifax Inc. (the "Company") executed an Underwriting
Agreement with BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo
Securities, LLC, as the representatives of the underwriters named therein, with
regard to the issuance and sale by the Company of $400,000,000 aggregate
principal amount of the Company's 2.600% Senior Notes due 2025 (the "2025
Notes") and $600,000,000 aggregate principal amount of the Company's 3.100%
Senior Notes due 2030 (the "2030 Notes" and, together with the 2025 Notes, the
"Notes"). The Notes are issued pursuant to an Indenture dated as of May 12, 2016
between the Company and U.S. Bank National Association, as Trustee (the
"Indenture"), as supplemented by each of (i) a Seventh Supplemental Indenture
relating to the 2025 Notes and dated as of April 27, 2020 and (ii) an Eighth
Supplemental Indenture relating to the 2030 Notes and dated as of April 27,
2020.
Interest on the 2025 Notes will accrue from their date of issuance at a rate of
2.600% per year and will be payable in cash semi-annually in arrears on June 15
and December 15 of each year, beginning on December 15, 2020. Interest on the
2030 Notes will accrue from their date of issuance at a rate of 3.100% per year
and will be payable in cash semi-annually in arrears on May 15 and November 15
of each year, beginning on November 15, 2020.
The 2025 Notes will mature on December 15, 2025 and the 2030 Notes will mature
on May 15, 2030. Prior to (i) with respect to the 2025 Notes, November 15, 2025
(one month prior to the maturity date of the 2025 Notes) and (ii) with respect
to the 2030 Notes, February 15, 2030 (three months prior to the maturity date of
the 2030 Notes), the Company may redeem all or a portion of the Notes at any
time, at its option, at a redemption price equal to the greater of (1) 100% of
the principal amount of the Notes being redeemed, plus accrued and unpaid
interest to, but excluding, the date of redemption and (2) the sum of the
present values of the remaining scheduled payments (assuming that the 2025 Notes
matured on November 15, 2025 and the 2030 Notes matured on February 15, 2030) of
principal and interest in respect of the Notes being redeemed (exclusive of
interest accrued to the redemption date) discounted to the redemption date, on a
semi-annual basis, at the treasury rate plus 35 basis points in the case of the
2025 Notes and plus 40 basis points in the case of the 2030 Notes, plus accrued
and unpaid interest to, but excluding, the date of redemption.
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Beginning (i) with respect to the 2025 Notes, November 15, 2025 and (ii) with
respect to the 2030 Notes, February 15, 2030, the Company may redeem all or a
portion of the Notes at any time, at its option, at a redemption price equal to
100% of the principal amount of the Notes being redeemed, plus accrued and
unpaid interest to, but excluding, the date of redemption.
The net proceeds from this offering will be approximately $989.7 million, after
deducting the underwriting discounts and estimated offering expenses payable by
the Company. The Company intends to use the net proceeds for general corporate
purposes, which may include the repayment of a portion of its 2021 debt
maturities. The Company may also use the proceeds to repay borrowings under its
receivables funding facility or under its unsecured revolving credit facility.
The following documents are being filed with this Current Report on Form 8-K and
are incorporated by reference into the Company's effective Registration
Statement on Form S-3 (File No. 333-232854) filed with the Securities and
Exchange Commission on July 26, 2019: (i) the Underwriting Agreement, filed as
Exhibit 1.1 hereto; (ii) the Seventh Supplemental Indenture between the Company
and the Trustee, including the form of Note as Exhibit A, filed as Exhibit 4.1
hereto; (iii) the Eighth Supplemental Indenture between the Company and the
Trustee, including the form of Note as Exhibit A, filed as Exhibit 4.2 hereto;
(iv) the opinion of counsel addressing the validity of the Notes, filed as
Exhibit 5.1 hereto; and (v) the opinion of John J. Kelley III, Chief Legal
Officer of the Company, addressing certain other legal matters, filed as Exhibit
5.2 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated as of April 22, 2020, by and among
Equifax Inc. and BofA Securities, Inc., J.P. Morgan Securities LLC
and Wells Fargo Securities, LLC, as the representatives of the
underwriters named therein (filed herewith).
4.1 Seventh Supplemental Indenture, dated as of April 27, 2020,
between Equifax Inc. and the Trustee, including the form of 2025
Note as Exhibit A (filed herewith).
4.2 Eighth Supplemental Indenture, dated as of April 27, 2020, between
Equifax Inc. and the Trustee, including the form of 2030 Note as
Exhibit A (filed herewith).
5.1 Opinion of Hogan Lovells US LLP (filed herewith).
5.2 Opinion of John J. Kelley III, Chief Legal Officer of Equifax Inc.
(filed herewith).
23.1 Consent of Hogan Lovells US LLP (contained in Exhibit 5.1 filed
herewith).
23.2 Consent of John J. Kelley III, Chief Legal Officer of Equifax Inc.
(contained in Exhibit 5.2 filed herewith).
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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