Debt Disclosure | Debt Debt outstanding consisted of the following: March 31, 2024 December 31, 2023 Senior Secured Term Loan B-5, payable in quarterly installments through November 15, 2026, with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (7.18% at March 31, 2024 and 7.21% at December 31, 2023), net of original issue discount and deferred financing fees of $1.8 million and $4.3 million, respectively, at March 31, 2024, and of $1.9 million and $4.6 million, respectively, at December 31, 2023 $ 2,173.5 $ 2,179.4 Senior Secured Term Loan A-4, payable in quarterly installments through October 27, 2028, with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (6.93% at March 31, 2024 and 6.96% at December 31, 2023), net of original issue discount and deferred financing fees of $0.4 million and $3.2 million, respectively, at March 31, 2024, and of $0.4 million and $3.4 million, respectively, at December 31, 2023 1,288.2 1,296.1 Senior Secured Term Loan B-7, payable in quarterly installments through December 1, 2028, with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (7.33% at March 31, 2024), net of original issue discount and deferred financing fees of $7.8 million and $18.3 million at March 31, 2024 1,868.9 — Senior Secured Term Loan B-6, refinanced in the three months ended March 31, 2024 with B-7 loans, with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (7.72% at December 31, 2023) and original issue discount and deferred financing fees of $3.5 million and $20.0 million, respectively, at December 31, 2023 — 1,864.8 Finance leases — 0.1 Senior Secured Revolving Credit Facility — — Total debt 5,330.6 5,340.4 Less short-term debt and current portion of long-term debt (77.5) (89.6) Total long-term debt $ 5,253.1 $ 5,250.8 Senior Secured Credit Facility On June 15, 2010, we entered into a Senior Secured Credit Facility with various lenders. This facility has been amended several times and currently consists of the Senior Secured Term Loan B-7, Senior Secured Term Loan B-5, Senior Secured Term Loan A-4 (collectively, the “Senior Secured Term Loans”), and the Senior Secured Revolving Credit Facility. On October 27, 2023, we executed Amendment No. 21 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan A-4 with an aggregate principal amount of $1.3 billion, the proceeds of which were used to repay Senior Secured Term Loan A-3 in full, repay $300.0 million of Senior Secured Term Loan B-6, and pay the related financing fees and expenses. In addition, we increased the borrowing capacity on the Senior Secured Revolving Credit Facility from $300.0 million to $600.0 million and extended the maturity date from December 10, 2024 to October 27, 2028. On February 8, 2024, we executed Amendment No. 22 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-7 with an aggregate principal amount of $1.9 billion, the proceeds of which were used to repay Senior Secured Term Loan B-6 in full and pay the related financing fees and expenses. In connection with the refinancing, we incurred incremental deferred financing fees of $4.7 million that will be amortized over the new loan term. Senior Secured Term Loan B-7 is a syndicated debt instrument. As a result of the refinancing, we repaid $257.1 million of principal to lenders and received $264.1 million of proceeds from lenders. We expensed $3.1 million of the unamortized original discount, deferred financing fees, and other related fees to other income and expense in the Consolidated Statements of Operations for the quarter ended March 31, 2024. During the three months ended March 31, 2023, we expensed $1.1 million of our unamortized original issue discount and deferred financing fees to other income and expense in our Consolidated Statements of Operations due to the prepayment of $75.0 million of our Senior Secured Term Loan B-6, funded from our cash-on-hand. We did not make any debt prepayments during the three months ended March 31, 2024. As of March 31, 2024, we had no outstanding balance under the Senior Secured Revolving Credit Facility and $1.2 million of outstanding letters of credit, and could have borrowed up to the remaining $598.8 million available. TransUnion also has the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the sum of the greater of $1,000.0 million and 100% of Consolidated EBITDA, minus the amount of secured indebtedness and the amount incurred prior to the incremental loan, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed 4.25-to-1, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings. With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such measurement date. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $100 million or 10.0% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of March 31, 2024, we were in compliance with all debt covenants. Interest Rate Hedging On November 16, 2022, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,295.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 4.3380% and 4.3870% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges. On December 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,564.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap a greements as cash flow hedges. On March 10, 2020, we entered into two interest rate swap agree ments with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The first swap commenced on June 30, 2020, and expired on June 30, 2022. The second swap commenced on June 30, 2022, and expires on June 30, 2025, with a current aggregate notional amount of $1,075.0 million that amortizes each quarter after it commences. The second swap requires us to pay fixed rates varying between 0.8680% and 0.8800% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges. The change in the fair value of our hedging instruments, included in our assessment of hedge effectiveness, is recorded in other comprehensive income, and reclassified to interest expense when the corresponding hedged debt affects earnings. The net change in the fair value of the swaps resulted in an unrealized gain of $11.1 million ($8.3 million, net of tax) and an unrealized loss of $47.4 million ($35.6 million, net of tax) for the three months ended March 31, 2024 and 2023, respectively, recorded in other comprehensive income. Interest income on the swaps was $31.1 million ($23.3 million, net of tax) and $22.6 million ($16.9 million, net of tax) for the three months ended March 31, 2024 and 2023, respectively. We expect to recognize a gain of approximately $116.5 million as a reduction to interest expense due to our expectation that the variable rate that we receive will exceed the fixed rates of interest over the next twelve months. Fair Value of Debt As of March 31, 2024, the fair value of our Senior Secured Term Loan B-7, excluding original issue discounts and deferred fees was approximately $1,895.0 million. As of December 31, 2023, the fair value of our Senior Secured Term Loan B-6, excluding original issue discounts and deferred fees was approximately $1,895.1 million. As of March 31, 2024 and December 31, 2023, the fair value of our Senior Secured Term Loan B-5, excluding original issue discounts and deferred fees was approximately $2,182.2 million and $2,191.5 million, respectively. As of March 31, 2024 and December 31, 2023, the fair value of our Senior Secured Term Loan A-4, excluding original issue discounts and deferred fees, was approximately $1,283.8 million and $1,291.9 million, respectively. The fair values of our variable-rate term loans are determined using Level 2 inputs, based on quoted market prices for the publicly traded instruments. |