Based upon an assumed initial public offering price of $ per
share, the midpoint of the range set forth on the cover of this prospectus,
we estimate we will receive net proceeds from the offering of approximately
$ million after deducting underwriting discounts and estimated
offering expenses payable by us. We will not receive any proceeds from the
sale of shares of common stock by the selling stockholders pursuant to the
underwriters’ overallotment option.
We currently intend to use approximately $251.4 million of the net proceeds
to us from this offering to redeem 35% of the aggregate principal amount of
the senior notes at a redemption price equal to 111.375% of the principal
amount of the senior notes to be redeemed plus accrued and unpaid interest,
pursuant to the terms of the indenture governing the senior notes. As of June
30, 2011, $645.0 million of the senior notes were outstanding. The senior
notes have a stated maturity of June 15, 2018 and accrue interest at a rate
equal to 11 3 / 8 % per annum. We intend to use any remaining proceeds for
working capital and other general corporate purposes, and our management will
have broad discretion over the use of the remaining net proceeds. Pending
application of the remaining net proceeds as described above, we intend to
invest the net proceeds in short-term, investment-grade, interest-bearing
securities.
A $1.00 increase or decrease in the assumed initial public offering price
of $ per share would increase or decrease the net proceeds we
receive from this offering by approximately $ million, assuming
the number of shares offered by us, as set forth on the cover of this
prospectus, remains the same. We may also increase or decrease the number
of shares we are offering. An increase or decrease by 1.0 million shares
in the number of shares offered by us would increase or decrease the net
proceeds to us by $ million assuming the assumed initial public
offering price of $ per share, the midpoint of the range set
forth on the front cover of this prospectus, remains the same and after
deducting the underwriting discount and estimated offering expenses payable
by us.
The market for our services is highly competitive. We primarily compete on
the basis of differentiated solutions, datasets, services, innovation and
price. Our competitors vary in size and in the scope of the services they
offer. We are one of three global consumer credit and information management
companies. The other two companies are Equifax Inc. and Experian plc, both of
which offer a similar range of consumer credit and information management
services. We also compete with a number of smaller, specialized companies,
all of which offer a subset of the services we provide. At times, we partner
with our competitors to offer combined consumer credit reporting information
to our mutual customers.
We believe the services we provide to our customers reflect our understanding
of our customers’ businesses, the depth and breadth of our data, and the
quality of our decisioning technology and advanced analytics. By integrating
our services into our customers’ business processes we ensure efficiencies,
continuous improvement and long-lasting relationships.
underwriting,
fraud protection and customer acquisition decisions by delivering high quality
data, and by integrating advanced analytics and enhanced decision-making
capabilities. Our interactive website provides consumers with real-time access
to their personal credit information and analytical tools that help them
understand and proactively manage their personal finances. Over a million
unique consumers visit our website each month. We have operations in the
United States, Africa, Canada, Latin America, East Asia and India and provide
services in 23 countries. Since our founding in 1968, we have built a stable
and highly diversified customer base of approximately 45,000 businesses in
multiple industries, including financial services, insurance, healthcare,
automotive, retail and communications.
High quality data is the cornerstone of our business. Businesses depend on
our data for their daily risk-management processes. Consumers seek our data
to help them understand their credit profile and protect themselves against
identity theft. Together with our unconsolidated subsidiaries, we maintain
credit files on approximately 500 million consumers and businesses worldwide.
We refine and enhance the financial, credit, identity, insurance claims,
bankruptcy and other data we obtain from thousands of sources and use our
sophisticated matching algorithms to create proprietary databases. We combine
our data with our analytics and decisioning technology to deliver additional
value to our customers. Our analytics, such as predictive modeling and
scoring, customer segmentation, benchmarking and forecasting, enable
businesses and consumers to efficiently monitor and manage risk. Our
decisioning technology, which is delivered on a software-as-a-service
platform, enables businesses to interpret data and scores and apply their
specific qualifying criteria to make real-time decisions at the point of
interaction with their customers.
We have a diverse and stable global customer base, which includes many of the
largest companies in each of the primary industries we serve. For example, in
the United States, we contract with nine of the ten largest banks, all of the
major credit card issuers and eight of the ten largest property and casualty
insurance carriers and we provide services to thousands of healthcare
providers. In addition, we provide subscription-based interactive services
to a growing base of over a million consumers. Our deep industry knowledge
and experience allow us to craft solutions tailored to our customers’ specific
needs. We maintain long-standing relationships with the majority of our
largest customers, including relationships of over ten years with each of our
top ten global financial services customers. We attribute the length of our
customer relationships to the critical nature of the services we provide, our
consistency and reliability, and our innovative and collaborative approach to
meeting our customers’ continually changing needs.
We manage our business through three operating segments. U.S. Information
Services, (“USIS”), which represented approximately 65% of our revenue for
the six months ended June 30, 2011, provides consumer reports, credit scores,
verification services, analytical services and decisioning technology to
businesses in the United States. USIS offers these services to customers in
the financial services, insurance, healthcare and other industries, and
delivers them through both direct and indirect channels. International,
which represented approximately 21% of our revenue for the six months ended
June 30, 2011, provides services similar to our USIS and Interactive segments
in several countries outside the United States. Interactive, which represented
approximately 14% of our revenue for the six months ended June 30, 2011,
provides services to consumers that help them understand and proactively
manage their personal finances and protect them from identity theft.
We had revenues of $956.5 million for the year ended December 31, 2010,
and $503.4 million for the six months ended June 30, 2011. We had net
income attributable to TransUnion Corp. of $36.6 million for the year
ended December 31, 2010 and a net loss attributable to TransUnion Corp.
of $2.6 million for the six months ended June 30, 2011. The year-to-date
2011 net loss attributable to TransUnion Corp. was directly attributable
to the loss on the early extinguishment of debt incurred in connection
with the refinancing of our senior secured credit facility in the first
quarter of 2011, including a write-off of unamortized deferred financing
fees of $49.8 million and a prepayment premium of $9.5 million.
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Our principal executive offices are located at 555 West Adams Street, Chicago,
Illinois 60661. Our telephone number is (312) 985-2000. Our website address
is www.transunion.com.
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