SIMPSON THACHER & BARTLETTLLP
425 LEXINGTON AVENUE
NEW YORK, N.Y. 10017-3954
(212) 455-2000
FACSIMILE (212) 455-2502
DIRECT DIAL NUMBER | E-MAIL ADDRESS | |
(212)455-2812 | RFENYES@STBLAW.COM |
VIA EDGAR
June 22, 2015
Re: | Acceleration Request for TransUnion |
Registration Statement on Form S-1 (File No. 333-203110) |
SECURITIESAND EXCHANGE COMMISSION
Division of Corporation Finance
100 F Street, N.E. Washington, D.C. 20549
Attention: Larry Spirgel
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, TransUnion, and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 4:00 p.m., Washington, D.C. time, on June 24, 2015, or as soon as practicable thereafter.We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with you on that date.
Please call me at (212) 455-2812 with any questions.
Very truly yours,
/s/ Richard A. Fenyes
Richard A. Fenyes
cc: | Securities and Exchange Commission |
Gregory Dundas |
TRANSUNION
555 West Adams Street
Chicago, Illinois 60661
June 22, 2015
VIA EDGAR
Re: | TransUnion |
Registration Statement on Form S-1 |
File No. 333-203110 |
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attention: Larry Spirgel
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, TransUnion (the “Company”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 4:00 p.m., Washington, D.C. time, on June 24, 2015, or as soon as possible thereafter. In this regard, the Company is aware of its obligations under the Securities Act.
The Company acknowledges that:
• | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
• | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
• | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
[Signature Page Follows]
Very truly yours, | ||
TRANSUNION | ||
By: | /s/ Michael J. Forde | |
Name: Michael J. Forde | ||
Title: Vice President – Legal & Regulatory | ||
and Assistant Secretary |
[Signature Page to Company Acceleration Request]
June 22, 2015
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4561
Re: | TransUnion (the “Company”) |
Registration Statement on Form S-1 (File No. 333-203110) |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), and as a representative of the several underwriters of the Company’s proposed public offering of up to 33,977,273 shares of common stock, we hereby join the Company’s request that the effective date of the above-referenced Registration Statement be accelerated so that the above-referenced Registration Statement will be declared effective at 4:00 p.m., Washington D.C. time, on June 24, 2015, or as soon thereafter as is practicable.
Pursuant to Rule 460 of the Act, we wish to advise you that we have effected the following distribution of the Company’s Preliminary Prospectus, dated June 15, 2015, through the date hereof:
Preliminary Prospectus dated June 15, 2015:
6,251 copies to prospective underwriters, institutional investors, dealers and others.
The undersigned advise that they have complied and will continue to comply, and that they have been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements ofRule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Remainder of Page Intentionally Left Blank]
Very truly yours, | ||||
GOLDMAN, SACHS & CO. | ||||
J.P. MORGAN SECURITIES LLC | ||||
MERRILL LYNCH, PIERCE, FENNER & SMITH | ||||
INCORPORATED | ||||
DEUTSCHE BANK SECURITIES INC. | ||||
As Representatives of the several Underwriters | ||||
GOLDMAN, SACHS & CO. | ||||
By: | /s/ Adam Greene | |||
Name: | Adam Greene | |||
Title: | Vice President | |||
J.P. MORGAN SECURITIES LLC | ||||
By: | /s/ Alice Takhtajan | |||
Name: | Alice Takhtajan | |||
Title: | Managing Director | |||
MERRILL LYNCH, PIERCE, FENNER & SMITH | ||||
INCORPORATED | ||||
By: | /s/ Richard A. Diaz | |||
Name: | Richard A. Diaz | |||
Title: | Authorized Signatory | |||
DEUTSCHE BANK SECURITIES INC. | ||||
By: | /s/ Erik Carneal | |||
Name: | Erik Carneal | |||
Title: | Managing Director | |||
By: | /s/ Cristiano Lima | |||
Name: | Cristiano Lima | |||
Title: | Director |