TRANSUNION Item 1.01 Entry into a Material Definitive Agreement. OnDecember 1, 2021 ,TransUnion Intermediate Holdings, Inc. ("Holdings") andTrans Union LLC (the "Borrower" or the "Company") and certain wholly-owned subsidiaries ofTransUnion amended the Third Amended and Restated Credit Agreement, dated as ofAugust 9, 2017 (as amended, amended and restated, supplemented and/or otherwise modified pursuant to Amendment No. 14, dated as ofMay 2, 2018 , Amendment No. 15, dated as ofJune 19, 2018 , Amendment No. 16, dated as ofJune 29, 2018 , Amendment No. 17, dated as ofNovember 15, 2019 , and Amendment No. 18, dated as ofDecember 10, 2019 , collectively, the "First Lien Credit Agreement"). Capitalized terms used and not otherwise defined herein have the respective meanings given such terms in the First Lien Credit Agreement. Pursuant to Amendment No. 19 to the First Lien Credit Agreement, dated as ofDecember 1, 2021 , by and among Holdings, the Borrower, the guarantors party thereto, Deutsche Bank AG New York Branch, as Administrative Agent and Collateral Agent, and the lenders party thereto, (i) the FirstLien Credit Agreement was amended to, among other things, provide for incremental term loans in an aggregate principal amount of$3,100,000,000 (the "2021 Incremental Term B-6 Loans"), the proceeds of which, together with cash on hand of the Borrower and its subsidiaries, were used to pay the cash consideration for the Acquisition (as defined below), inclusive of amounts to pay fees and expenses incurred in connection with the Acquisition and repay certain outstanding debt ofNeustar (as defined below) and (ii) all of the obligations under the Loan Documents (as defined in the First Lien Credit Agreement) were reaffirmed in all respects. The 2021 Incremental Term B-6 Loans rank pari passu in right of payment and pari passu in right of security with the Revolving Credit Loans, the 2019 Replacement Term B-5 Loans and the 2019 Replacement Term A-3 Loans. Holdings and its direct and indirect wholly-owned subsidiaries party to the First Lien Credit Agreement and ancillary agreements and documents (other than the Borrower) continue to provide an unconditional guaranty of all amounts owing under the First Lien 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 Company is required to make principal payments on the 2021 Incremental Term B-6 Loans at the end of each quarter equal to 0.25% of the original principal amount thereof and the remaining balance will mature onDecember 1, 2028 . Interest rates on the 2021 Incremental Term B-6 Loans are based, at Borrower's election, on the London Interbank Offered Rate ("LIBOR") or an alternate base rate, subject to, in the case of 2021 Incremental Term B-6 Loans that accrue interest based on LIBOR, a 0.50% floor, plus an applicable margin. The First Lien Credit Agreement contains various restrictions and nonfinancial covenants, including restrictions on dividends, investments, dispositions, future borrowings and other specified payments. OnDecember 1, 2021 , Holdings and the Borrower and certain wholly-owned subsidiaries ofTransUnion entered into the Second Lien Credit Agreement, dated as ofDecember 1, 2021 (the "Second Lien Credit Agreement"), by and among Holdings, the Borrower, the guarantors party thereto,JPMorgan Chase Bank, N.A ., as administrative agent and collateral agent, and the lenders party thereto. The Second Lien Credit Agreement provides for second lien senior secured term loans in an aggregate principal amount of$640,000,000 (the "Second Lien Term Loans"), the proceeds of which, together with cash on hand of Borrower and its subsidiaries, were used to pay the cash consideration for the previously announced acquisition ofSontiq, Inc. (the "Sontiq Acquisition"), inclusive of amounts to pay fees and expenses incurred in connection with theSontiq Acquisition and repay certain outstanding debt ofSontiq, Inc. The Second Lien Term Loans rank pari passu in right of payment and junior in right of security with the Revolving Credit Loans, the 2019 Replacement Term B-5 Loans, the 2019 Replacement Term A-3 Loans and the 2021 Incremental Term B-6 Loans. The Second Lien Term Loans have no required quarterly principal payments and will mature onDecember 1, 2029 . Interest rates on the Second Lien Term Loans are based, at Borrower's election, on LIBOR or an alternate base rate, subject to, in the case of Second Lien Term Loans that accrue interest based on LIBOR, a 0% floor, plus an applicable margin. The Second Lien Credit Agreement contains various restrictive covenants. The restrictive covenants include restrictions on dividends, investments, indebtedness, liens, dispositions, future borrowings and other restricted payments.
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Holdings and its direct and indirect wholly-owned subsidiaries party to the Second Lien Credit Agreement and ancillary agreements and documents (other than the Borrower) will provide an unconditional guaranty of all amounts owing under the Second Lien Credit Agreement. With certain exceptions, the obligations are secured by a second-priority security interest in substantially all of the assets of the Borrower, Holdings and the other guarantors, including their investments in subsidiaries. Item 2.01 Completion of Acquisition or Disposition of Assets. OnDecember 1, 2021 , the Company completed its previously announced acquisition ofNeustar, Inc. ("Neustar"), pursuant to a Securities Purchase Agreement, dated as ofSeptember 11, 2021 (the "Purchase Agreement") withAerial Investors LLC , aDelaware limited liability company ("Seller"), providing for the purchase from Seller all of the issued and outstanding shares ofAerial Ultimate Holdings Corp. , aDelaware corporation ("Neustar Holdings ") (the "Acquisition"). As a result of the Acquisition,Neustar has become a wholly-owned subsidiary of the Company. At the closing of the Acquisition, the Company paid total consideration of$3.1 billion in cash, subject to certain customary purchase price adjustments set forth in the Purchase Agreement. At the closing, the Company deposited$45.0 million into escrow, which will be released to the parties following the closing, based on any adjustments to the purchase price for net working capital, cash and funded indebtedness and transaction expenses ofNeustar Holdings and its subsidiaries. This summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the provisions of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 toTransUnion's Form 8-K filed onSeptember 13, 2021 , and incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 is incorporated herein by reference. Item 7.01 Regulation FD Disclosure. In a press release issued onDecember 1, 2021 ,TransUnion announced the closing of the Acquisition. A copy of the press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference. The information furnished pursuant to Item 7.01 of this Current Report, including Exhibit 99.1, shall not be considered "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings byTransUnion under the Securities Act of 1933, as amended or under the Exchange Act, as amended, unlessTransUnion expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein. Item 8.01 Other Events. OnDecember 1, 2021 ,TransUnion Interactive, Inc. , a subsidiary ofTransUnion , completed its previously announced acquisition ofSontiq, Inc. , for a purchase price of$638 million in cash, subject to certain customary purchase price adjustments. Item 9.01 Financial Statements and Exhibits (a) Financial Statements of Business Acquired. Any financial statements required by Item 9.01(a) will be filed by amendment as soon as practicable, but no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed. (b) Pro Forma Financial Information.
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Any pro forma financial information required by Item 9.01(b) will be filed by amendment as soon as practicable, but no later than 71 calendar days after the date on which this Current Report on Form 8-K is required to be filed. (d) Exhibits. Exhibit No. Description 2.1 Securities Purchase Agreement, dated as ofSeptember 11, 2021 , by and betweenTrans Union LLC andAerial Investors LLC (incorporated by reference to Exhibit 2.1 toTransUnion's Current Report on Form 8-K filedSeptember 13, 2021 ).* 99.1 Press release ofTransUnion , datedDecember 1, 2021 (furnished herein pursuant to Item 7.01).
* 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
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