Item 8.01. Other Events.
Public Offering of Senior Notes Due 2031
On August 11, 2021, Equifax Inc. (the "Company") executed an Underwriting
Agreement with J.P. Morgan Securities LLC, BofA Securities, Inc., Mizuho
Securities USA LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC, as
the representatives of the underwriters named therein, with regard to the
issuance and sale by the Company of $1,000,000,000 aggregate principal amount of
the Company's 2.350% Senior Notes due 2031 (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, as supplemented by the Ninth Supplemental
Indenture relating to the Notes and dated as of August 13, 2021.
Interest on the Notes will accrue from their date of issuance at a rate of
2.350% per year and will be payable in cash semi-annually in arrears on March 15
and September 15 of each year, beginning on March 15, 2022.
The Notes will mature on September 15, 2031. Prior to June 15, 2031 (three
months prior to the maturity date of the 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 Notes matured on June 15, 2031) 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 20 basis points, plus accrued and unpaid interest to, but excluding, the
date of redemption.
Beginning June 15, 2031, 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 $988.7 million, after
deducting the underwriting discounts and estimated offering expenses payable by
the Company. The Company intends to use the net proceeds to repay in full
$300 million aggregate principal amount of its 3.60% Senior Notes due 2021 and
$300 million aggregate principal amount of its Floating Rate Notes due 2021. The
remaining net proceeds will be used for general corporate purposes, which may
include the repayment of borrowings under the Company's commercial paper program
or the funding of acquisitions, including the Company's $1.825 billion
acquisition of Appriss Insights.
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 Ninth Supplemental Indenture between the Company
and the Trustee, including the form of Note as Exhibit A, filed as Exhibit 4.1
hereto; (iii) the opinion of counsel addressing the validity of the Notes, filed
as Exhibit 5.1 hereto; and (iv) the opinion of John J. Kelley III, Chief Legal
Officer of the Company, addressing certain other legal matters, filed as Exhibit
5.2 hereto.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description
1.1 Underwriting Agreement, dated August 11, 2021, by and among Equifax
Inc. and J.P. Morgan Securities LLC, BofA Securities, Inc., Mizuho
Securities USA LLC, Truist Securities, Inc. and Wells Fargo
Securities, LLC, as the representatives of the underwriters named
therein (filed herewith).
4.1 Ninth Supplemental Indenture, dated as of August 13, 2021, between
Equifax Inc. and the Trustee, including the form of 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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