Item
1.01
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Entry into a Material Definitive Agreement
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Sale and Purchase Agreement
On April 20, 2018, Vail Holdings UK, Inc., a private limited company incorporated and registered in England and Wales (the Purchaser), an
indirect subsidiary of each of TransUnion, a Delaware corporation (the Parent), and Trans Union LLC, a Delaware limited liability company (the Company), and the Parent entered into a Share Purchase Agreement (the
Acquisition Agreement) with Crown Acquisition Topco Limited (Crown), Crown Holdco S.À R.L., the EBT Beneficiary Sellers named therein, the Individual Sellers named therein, the EBT Seller named therein and Crown Holdco
S.À R.L., solely in its capacity as the Seller Representative.
Pursuant to the terms and subject to the conditions set forth in the Acquisition
Agreement, the Company, directly or indirectly through one or more of its wholly-owned subsidiaries, will acquire (the Acquisition) all of the issued and outstanding share capital from the equity holders of Crown in exchange for cash
(the Acquisition Consideration). As a result, Crown will become a wholly-owned indirect subsidiary of the Parent.
The aggregate Acquisition
Consideration to be paid by the Purchaser is approximately £1 billion,
subject to certain adjustments set forth in the Acquisition Agreement.
Consummation of the Acquisition is subject to various closing conditions, including but not limited to (i) approval or deemed approval of the Acquisition
by the Financial Conduct Authority of the United Kingdom, (ii) the absence of any law or order prohibiting the Acquisition and (iiii) the absence of a Company Material Adverse Effect on Crown, as defined in the Acquisition Agreement.
The parties to the Acquisition Agreement have each made customary representations and warranties. Crown has agreed to various covenants and agreements,
including, among others, (i) Crowns agreement to conduct its business in the ordinary course consistent with past practice during the period between the execution of the Acquisition Agreement and the closing of the Acquisition and
(ii) Crowns agreement to not solicit proposals relating to alternative transactions to the Acquisition or engage in discussions or negotiations with respect thereto, subject to certain exceptions. The Purchaser also has agreed to various
covenants and agreements in the Acquisition Agreement, including, among other things the Purchasers agreement to take actions that may be necessary in order to obtain regulatory approval of the Acquisition, subject to certain exceptions.
The Acquisition Agreement contains certain termination rights for both the Purchaser and the Seller Representative, including, but not limited to, the right
of either the Seller Representative or the Purchaser to terminate in the event that the Acquisition is not consummated within six months of April 20, 2018, subject to extension to under certain circumstances.
The foregoing description of the Acquisition Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the Acquisition Agreement, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference. The Acquisition Agreement is not intended to provide any factual information about the Parent, the Company,
the Purchaser, Crown or their respective subsidiaries or affiliates. The Acquisition Agreement contains representations and warranties by each of the parties to the Acquisition Agreement, which were made only for purposes of that agreement and as of
specified dates. The representations, warranties and covenants in the Acquisition Agreement were made solely for the benefit of the parties to the Acquisition Agreement, are subject to limitations agreed upon by the contracting parties, including
being qualified by confidential disclosure schedules, and have been made for the purposes of allocating contractual risk between the parties to the Acquisition Agreement instead of establishing these matters as facts and are subject to standards of
materiality applicable to the contracting parties that may differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of
facts or condition of the Company, the Purchaser, Crown or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the
Acquisition Agreement, which subsequent information may or may not be fully reflected in the Parents or the Companys public disclosures.
Financing the Acquisition
The Company intends to finance the Acquisition through a combination of cash on hand and debt financing. Concurrently with the signing of the Acquisition
Agreement, the Company entered into a debt commitment letter (the Commitment Letter), dated April 20, 2018, with Deutsche Bank Securities, Inc., Royal Bank of Canada, RBC Capital Markets, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Bank of America, N.A. and Capital One, N.A. (collectively, the Commitment Parties), which provides for up to $1,400.0 million of term loan facilities (the Facilities), which are expected to be
incurred as incremental term loans under the Companys third amended and restated credit agreement, dated as of August 9, 2017, among TransUnion Intermediate Holdings, Inc., the Company, the guarantors party thereto, Deutsche Bank AG New
York Branch, as administrative and collateral agent, and the other lenders party thereto. The proceeds of the Facilities and a portion of the cash on hand of the Company and its subsidiaries on the Closing Date, as defined in the Acquisition
Agreement, will be applied to pay (i) the Acquisition Consideration, (ii) for the repayment, refinancing or termination of certain debt of Crown and its subsidiaries (the Refinancing) and (iii) fees and expenses incurred
in connection with the Acquisition, the Facilities and the Refinancing. The closing of the Facilities and the availability of the loans thereunder are subject to the satisfaction of certain customary conditions as provided in the Commitment Letter.
The Commitment Parties and certain of its 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.