TRANSUNION Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
Pursuant to the terms and subject to the conditions set forth in the Purchase
Agreement, the Company will purchase and acquire from Seller (the "Acquisition")
all of the issued and outstanding shares of
The obligation of parties to consummate the Acquisition is subject to the
satisfaction or waiver of customary closing conditions as set forth in the
Purchase Agreement, including the expiration or termination of any waiting
period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the separation of
The Purchase Agreement includes representations, warranties and covenants of the parties that are customary for a transaction of this nature, including covenants (i) for each of the parties to use its reasonable best efforts to take, or cause to be taken, all appropriate action to consummate and make effective the Acquisition and the other transactions contemplated by the Purchase Agreement, (ii) for Holdings to conduct its business in the ordinary course and to be bound by customary restrictions relating to the operation of its business until the closing, and (iii) for Seller not to solicit, encourage, initiate or enter into negotiations or any agreement with any person (other than with the other parties to the Purchase Agreement) concerning any alternative transactions with respect to Holdings. The Purchase Agreement does not contain indemnification provisions related to the representations and warranties in the agreement, and the representations and warranties of the parties will not survive following the closing of the Acquisition.
The Purchase Agreement includes certain termination rights for both the Company and Seller and provides that either party, subject to certain exceptions and limitations, may terminate the Purchase Agreement if the Acquisition is not consummated within 180 days following the date of the Purchase Agreement.
The foregoing summary of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the Purchase Agreement, filed and attached hereto as Exhibit 2.1, which is incorporated herein by reference.
The representations and warranties of the parties contained in the Purchase
Agreement have been made solely for the benefit of the other parties to the
Purchase Agreement. In addition, such representations and warranties (i) have
been made only for purposes of the Purchase Agreement, (ii) have been qualified
by confidential disclosures made to the Company in connection with the Purchase
Agreement, (iii) are subject to materiality qualifications contained in the
Purchase Agreement which may differ from what may be viewed as material by
investors, (iv) were made only as of the date of the Purchase Agreement or such
other date as is specified in the Purchase Agreement and (v) have been included
in the Purchase Agreement for the purpose of allocating risk between the
contracting parties rather than establishing matters as facts. Investors should
not rely on the representations and warranties or any descriptions thereof as
characterizations of the actual state of facts or condition of the parties or
any of their subsidiaries or businesses. Moreover, information concerning the
subject matter of the representations, warranties and covenants may change after
the date of the Purchase Agreement, which subsequent information may or may not
be fully reflected in
1
--------------------------------------------------------------------------------
Financing the Acquisition
The Company intends to finance the Acquisition through a combination of
cash-on-hand and debt financing. Concurrently with the execution of the Purchase
Agreement, the Company entered into a debt commitment letter (the "Commitment
Letter"), dated
The Commitment Parties and certain of their affiliates may have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with the Company or its affiliates. They have received, or may in the future receive, customary fees and commissions for these transactions.
Item 7.01. Regulation FD Disclosure.
On
In addition,
The information furnished pursuant to Item 7.01 of this Current Report,
including Exhibits 99.1 and 99.2 shall not be considered "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liability of such section, nor shall it be incorporated by
reference into future filings by
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this report:
2.1* Securities Purchase Agreement, dated as ofSeptember 11, 2021 , by and betweenTrans Union LLC andAerial Investors LLC . 99.1 Press release ofTransUnion , datedSeptember 13, 2021 (furnished pursuant to Item 7.01). 99.2 Investor Presentation, datedSeptember 13, 2021 (furnished pursuant to Item 7.01) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to
the
confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of
1934, as amended, for any document so furnished.
2
--------------------------------------------------------------------------------
© Edgar Online, source
