| Item 1.01 | Entry into a Material Definitive Agreement. |
Securities Purchase Agreement
On September 11, 2021, Trans Union LLC (the “Company”), a Delaware limited liability company and subsidiary of TransUnion, a Delaware corporation, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Aerial Investors LLC, a Delaware limited liability company (“Seller”). Seller is a private investment group led by Golden Gate Capital, with minority participation by GIC.
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 Aerial Ultimate Holdings Corp., a Delaware corporation (“Holdings”). As a result of the Acquisition, Neustar, Inc., a Delaware corporation (“Neustar”), a wholly-owned subsidiary of Holdings, will become a wholly-owned subsidiary of the Company. At the closing of the Acquisition, the Company will pay to Seller a purchase price of $3.1 billion in cash, subject to certain customary purchase price adjustments set forth in the Purchase Agreement.
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 Neustar’s security services business in accordance with the terms of the Purchase Agreement.
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 TransUnion’s public disclosures.
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