Attached files
file | filename |
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8-K - FORM 8-K - TRANSUNION CORP. | d304092d8k.htm |
EX-99.1 - EXHIBIT 99.1 - TRANSUNION CORP. | d304092dex991.htm |
EX-99.2 - EXHIBIT 99.2 - TRANSUNION CORP. | d304092dex992.htm |
EXHIBIT 99.3
TRANS UNION LLC
TRANSUNION FINANCING CORPORATION
Solicitation of Consents to the Proposed Amendments to the Indenture
Relating to the $645,000,000 of 11 3/8% Senior Notes due 2018
(CUSIP No. 893342AC9)
Consent Letter
(to be used by DTC Participants only)
Pursuant to the Consent Solicitation Statement, dated February 17, 2012
The Consent Solicitation will expire at 5:00 p.m., New York City time, on February 27, 2012 (such date and time, as the Issuers may extend from time to time, the Expiration Time). Consents may only be revoked under the circumstances described in the Consent Solicitation Statement and this Consent Letter. The Depository Trust Company (DTC) participants who hold Notes as of the Record Date (Holders) and desire to consent to the Proposed Amendments must validly deliver (and not validly revoke) their Consents at or prior to the Expiration Time. All capitalized terms used herein and not defined herein shall have the meaning ascribed to them in the Issuers Consent Solicitation Statement, dated February 17, 2012 (the Consent Solicitation Statement).
The Information and Tabulation Agent for the Consent Solicitation is:
MacKenzie Partners, Inc.
By Regular, Registered or Certified Mail; Hand or Overnight Delivery: |
By Facsimile Transmission:
212-929-0308 (for eligible institutions only) | |
MacKenzie Partners, Inc. 105 Madison Avenue New York, New York 10016 Attn: Simon Coope |
To confirm receipt of facsimile by telephone:
800-322-2885 |
Delivery of this Consent Letter to an address other than as set forth above, or transmission of instructions via a fax number other than as listed above, will not constitute a valid delivery. Any questions or requests for assistance or additional copies of this Consent Letter may be directed to the Information and Tabulation Agent at the telephone numbers and address set forth above. A Holder of Notes may also contact the Solicitation Agents at their telephone numbers set forth below or such Holders broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.
The Solicitation Agents for the Consent Solicitation are:
Goldman Sachs & Co.
Liability Management Group 200 West Street, 7th Floor New York, New York 10282 (800) 828-3182 (toll free) (212) 902-5183 (collect) |
Deutsche Bank Securities Inc.
Liability Management Group 60 Wall Street New York, New York 10005 (855) 287-1922 (toll free) (212) 250-7527 (collect) |
Note: signatures must be provided below
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
This Consent Letter is to be used by Holders of outstanding 11 3/8% Senior Notes due 2018 (the Notes) of Trans Union LLC and TransUnion Financing Corporation (collectively, the Issuers).
In order to cause a Consent to be given with respect to Notes held by a Holder, the Holder must complete, sign and date this Consent Letter, and mail or deliver it to the Information and Tabulation Agent at its address or facsimile set forth on the back cover page of this Consent Letter for delivery before the Expiration Time pursuant to the procedures set forth herein and in the Consent Solicitation Statement. DTC will issue an omnibus proxy authorizing the DTC Participants as of the Record Date (as set forth in a securities position listing of DTC as of the Record Date) to execute Consents with respect to those Notes as if those DTC Participants were the holders of record of those Notes as of the Record Date. Accordingly, the Issuers will deem those DTC Participants for purposes hereof to be holders of record of those Notes as of the Record Date, and the Issuers will deem Consents executed by those DTC Participants or their duly appointed proxies with respect to those Notes (or Agents Messages transmitted by DTC in lieu thereof, as defined below) to be valid Consents with respect to those Notes.
Holders who desire to deliver Consents pursuant to the Consent Solicitation are required to deliver their Consents to the Information and Tabulation Agent to arrive on or prior to the Expiration Time.
You should complete, execute and deliver this Consent Letter to indicate the action you desire to take with respect to the Consent Solicitation.
List below the Notes to which this Consent Letter relates. If the space provided is inadequate, list the certificate numbers and principal amounts on a separately executed schedule and affix the schedule to this Consent Letter.
DESCRIPTION OF NOTES
Name(s) and Address(es) of Registered Holder(s) or Name of DTC Participant and Participants DTC Account number in which Notes are Held (Please fill in blank) |
Certificate Number(s) |
Aggregate Principal Amount Represented |
Principal Amount as to which Consents are Given (Complete only if less than entire aggregate | |||
Total Principal Amount of Delivered Consents |
The names and addresses of the registered Holders should be printed, if not already printed above, exactly as they appear on the certificates representing Notes for which Consents are delivered hereby. The Notes and the principal amount of Notes for which the undersigned wishes to deliver Consents should be indicated in the appropriate boxes.
1 | Unless otherwise indicated in the column labeled Principal Amount as to which Consents are Given, the Holder will be deemed to have consented in respect of the entire aggregate principal amount indicated in the column labeled Aggregate Principal Amount Represented. |
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Ladies and Gentlemen,
Upon the terms and subject to the conditions set forth in the Consent Solicitation Statement, receipt of which is hereby acknowledged, and in accordance with this Consent Letter, the undersigned hereby consents to the Proposed Amendments with respect to the aggregate principal amount of Notes indicated in the table above entitled Description of Notes under the column heading Principal Amount as to which Consents are Given. The undersigned hereby irrevocably constitutes and appoints the Information and Tabulation Agent as the true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Information and Tabulation Agent also acts as the agent of the Issuers) with respect to such Consents with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to deliver to the Issuers this Consent Letter as evidence of the undersigneds Consent to the Proposed Amendments and as certification that Requisite Consents to the Proposed Amendments duly executed by Holders have been received, all in accordance with the terms and conditions of the Consent Solicitation as described in the Consent Solicitation Statement.
The undersigned agrees and acknowledges that, by the execution and delivery hereof, the undersigned makes and provides the written Consent to the Proposed Amendments (with respect to the principal amount of Notes indicated in the table above entitled Description of Notes under the column heading Principal Amount as to which Consents are Given).
If the undersigned is not the registered Holder of the Notes listed in the box above labeled Description of Notes under the column heading Principal Amount as to which Consents are Given or such Holders legal representative or attorney-in-fact, then in order to consent validly, the undersigned must obtain a properly completed irrevocable proxy that authorizes the undersigned (or the undersigneds legal representative or attorney-in-fact) to deliver Consents in respect of such Notes on behalf of the Holder thereof, and such proxy must be delivered with this Consent Letter.
The undersigned understand(s) that valid delivery of Consents pursuant to any of the procedures described in the Consent Solicitation Statement and in the instructions hereto will constitute a binding agreement between the undersigned and the Issuers upon the terms and subject to the conditions of the Consent Solicitation. For purposes of the Consent Solicitation, Consents received by the Information and Tabulation Agent will be deemed to have been accepted if, as and when (i) the Supplemental Indenture is executed, and (ii) the Issuers have accepted the Consents pursuant to the Consent Solicitation. The undersigned agrees and acknowledges that, pursuant to the terms of the Consent Solicitation, no Consent Payments will be made if the Merger is not consummated on or prior to April 30, 2012 (as such date may be extended pursuant to the Merger Agreement).
The undersigned hereby represents and warrants that the undersigned has full power and authority to give the Consent contained herein. The undersigned will, upon request, execute and deliver any additional documents deemed by the Information and Tabulation Agent or by the Issuers to be necessary or desirable to perfect the undersigneds Consent to the Proposed Amendments or to complete the execution of the Amendments.
All authority conferred or agreed to be conferred by this Consent Letter shall not be affected by, and shall survive, the death or incapacity of the undersigned, and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal and legal representatives, successors and assigns of the undersigned.
All questions as to the form of all documents and the validity (including time of receipt) and deliveries of Consents will be determined by the Issuers, in their sole discretion, which determination shall be final and binding.
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Consent Solicitation
1. Signature Guarantees. Signatures on this Consent Letter must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program (a Medallion Signature Guarantor), unless the Consents delivered hereby are delivered by a registered Holder (or by a participant in DTC whose name appears on a security position listing as the owner of such Notes) that has not completed the box entitled Special Issuance/Delivery Instructions on this Consent Letter. If the Notes are registered in the name of a person other than the signer of this Consent Letter, then the signatures on this Consent Letter must be guaranteed by a Medallion Signature Guarantor as described above. See Instruction 5.
2. Delivery of Consent Letter. This Consent Letter may only be executed by DTC Participants and is to be completed by Holders if Consents are to be delivered. All properly completed and duly executed Consent Letters (or a copy thereof) and any other documents required by this Consent Letter must be received by the Information and Tabulation Agent at its address or facsimile set forth herein on or prior to the Expiration Time in order to consent to the Proposed Amendments. This Consent Letter should be delivered to the Information and Tabulation Agent. Delivery to the Issuers, the Parent, the Subsidiary Guarantors, the Trustee or DTC does not constitute delivery to the Information and Tabulation Agent.
The method of delivery of this Consent Letter and all other required documents is at the option and risk of the consenting Holder. If delivery is by mail, registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed for such documents to reach the Information and Tabulation Agent on or before the Expiration Time.
No alternative, conditional or contingent Consents will be accepted. All consenting Holders, by execution of this Consent Letter (or a copy thereof), waive any right to receive any notice of the acceptance of their Consents.
3. Inadequate Space. If the space provided herein is inadequate, the certificate numbers and/or the principal amount represented by Notes for which Consents are delivered should be listed on a separate signed schedule attached hereto.
4. Partial Consents. If Holders wish to consent with respect to less than the entire principal amount evidenced by any Notes submitted, such Holders must fill in the principal amount of Notes for which Consents are to be delivered in the box above labeled Description of Notes under the column heading Principal Amount as to which Consents are Given. The entire principal amount that is represented by Notes listed will be deemed to have been consented to the Proposed Amendments with respect to the entire principal amount of such Notes, unless otherwise indicated.
5. Signature on Consent Letter. If this Consent Letter is signed by the registered Holders of Notes for which the Consents are delivered hereby, the signatures must correspond with the name(s) as written on the face of the certificate(s) without alteration, enlargement or any change whatsoever. If this Consent Letter is signed by a participant in DTC whose name is shown as the owner of the Notes for which Consents are delivered hereby, the signature must correspond with the name shown on the security position listing as the owner of the Notes.
If any of the Notes for which Consents are delivered hereby are registered in the name of two or more Holders, all such Holders must sign this Consent Letter. If any of the Notes for which Consents are delivered hereby are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate Consents Letters as there are different registrations of certificates.
If this Consent Letter or any Notes or instrument of transfer is signed by a proxy, trustee, executor, other administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person should so indicate when signing, and proper evidence satisfactory to the Issuers of such persons authority to so act must be submitted.
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6. Special Issuance and Delivery Instructions. If a payment is to be issued in the name of a person other than the signer of this Consent Letter, or sent to an address other than that shown above, the Special Issuance/Delivery Instructions box on this Consent Letter should be completed.
7. Waiver of Conditions. The conditions of the Consent Solicitation may be amended or waived by the Issuers, in whole or in part, at any time and from time to time in the Issuers sole discretion, in the case of any Consents delivered.
8. IRS Form W-9 and Form W-8.
To comply with Treasury Department Circular 230, you are hereby notified that: (a) any discussion of United States federal tax issues in this Consent Letter is not intended or written to be used, and cannot be used by you, for the purpose of avoiding penalties that may be imposed on you under the Code; (b) any such discussion is included herein by the Issuers in connection with the promotion or marketing (within the meaning of Circular 230) by the Issuers of the transactions or matters addressed herein; and (c) you should seek advice based on your particular circumstances from an independent tax advisor.
Each U.S. Beneficial Owner (as defined in the Consent Solicitation Statement) is required to provide a correct taxpayer identification number (TIN), which is generally such Beneficial Owners social security or federal employer identification number, and with certain other information, on the Internal Revenue Service (IRS) Form W-9 (which is included in this Consent Letter), and to certify that such Beneficial Owner is not subject to backup withholding. Failure to provide the correct information on the payee Form W-9 may subject the consenting U.S. Beneficial Owner to a $50 penalty imposed by the IRS and 28% federal income tax backup withholding on the Consent Payment. If a TIN is not provided by the time of payment, backup withholding will apply to a Consent Payment. Backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of the payee subject to backup withholding will be generally reduced by the amount of tax withheld, and if withholding results in an overpayment of taxes, a refund may generally be obtained from the IRS provided that the required information is timely provided to the IRS.
Certain Beneficial Owners are not subject to these backup withholding and reporting requirements. In order to avoid backup withholding, exempt U.S. Beneficial Owners should indicate their exempt status on an IRS Form W-9. A non-U.S. Beneficial Owner (as defined in the Consent Solicitation Statement) may establish such Beneficial Owners status as an exempt recipient by submitting a properly completed IRS Form W-8BEN, Form W-8ECI and/or Form W-8IMY (which can be obtained from the Information and Tabulation Agent or from the IRS website at http://www.irs.gov) or a suitable substitute form attesting to such Beneficial Owners non-U.S. status. Although non-U.S. Beneficial Owners that properly attest as to their non-U.S. status would generally be exempt from backup withholding, they may nevertheless be subject to United States federal withholding tax at a rate of 30% on the Consent Payment, unless (i) a United States tax treaty either eliminates or reduces such withholding tax with respect to the Consent Payment paid to the non-U.S. Beneficial Owner and the non-U.S. Beneficial Owner provides a properly executed IRS Form W-8 BEN or (ii) the non-U.S. Beneficial Owner is engaged in the conduct of a trade or business in the United States with which the receipt of the Consent Payment is effectively connected and provides a properly executed IRS Form W-8ECI. Non-U.S. Beneficial Owners should consult their tax advisors regarding the availability of a refund of any United States federal withholding tax.
9. Request for Assistance or Additional Copies. Additional copies of the Consent Solicitation Statement or this Consent Letter may be directed to the Information and Tabulation Agent at its telephone number and location listed on the back cover page of this Consent Letter. A Holder may also contact the Solicitation Agents at their telephone number set forth on the back cover hereof or such Holders broker, dealer, commercial bank or trust company or nominee for assistance concerning the Consent Solicitation.
This Consent Letter (or a copy thereof), together with all other required documents, must be received by the Information and Tabulation Agent on or prior to the Expiration Time with respect to Holders wishing to consent to the Proposed Amendments.
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PLEASE SIGN HERE
(To be completed by all consenting
Holders of Notes)
By completing, executing and delivering this Consent Letter, the undersigned hereby consents to the Proposed Amendments by delivering Consents, as noted in the box above, with respect to the principal amount of the Notes listed in the box above.
This Consent Letter must be signed by the registered Holder(s) exactly as the name(s) appear(s) on certificate(s) representing Notes or, if delivered, as the case may be, by a participant in DTC, exactly as such participants name appears on a security position listing as owner of Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted herewith. If signature is by proxy, trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, please set forth full title and see Instruction 5.
Signature(s) of Registered Holder(s) or Authorized Signatory
(See guarantee requirement below)
Signature(s) of Holder(s) or Authorized Signatory
Dated |
Name(s) | ||
(Please Print) |
DTC No: |
Capacity |
Address | ||
(Including Zip) |
Area Code and Telephone No. |
Tax Identification or Social Security No. |
Medallion Signature Guarantee
(If Required See Instructions 1 and 5):
Authorized Signature |
Name of Firm | ||
(place seal here) |
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SPECIAL ISSUANCE / DELIVERY INSTRUCTIONS
(See Instructions 1, 5 and 6)
To be completed ONLY if the Consent Payment is to be sent to someone other than the person(s) whose signature(s) appear(s) within this Consent Letter or to an address different from that shown in the box entitled Description of Notes within this Consent Letter.
Name(s) |
||
(Please Print) |
Address | ||
(Including Zip) |
Area Code and Telephone No. |
Tax Identification or Social Security No. |
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Print or type
See Specific Instructions on page 2.
Form W-9 (Rev. December 2011) Department of the Treasury Internal Revenue Service |
Request for Taxpayer Identification Number and Certification |
Give Form to the requester. Do not |
Name (as shown on your income tax return)
Business name/disregarded entity name, if different from above
Check appropriate box for |
¨ | Individual/ sole proprietor
|
¨ | C Corporation
|
¨ | S Corporation
|
¨ | Partnership
|
¨ | Trust/estate
|
||||||||||||||||
¨ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership)
|
u | ¨ | Exempt
| |||||||||||||||||||||||
¨ Other (see instructions) u
|
Address (number, street, and apt. or suite no.)
Requesters name and address (optional)
City, state, and ZIP code
List account number(s) here (optional)
Part I | Taxpayer Identification Number (TIN) |
Enter your TIN in the appropriate box. The TIN provided must match the name given on the Name line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.
Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter. |
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Social security number | ||||||||||||||||||
| | |||||||||||||||||
or | ||||||||||||||||||
Employer identification number | ||||||||||||||||||
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Part II | Certification |
Under penalties of perjury, I certify that:
1. | The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and |
2. | I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and |
3. | I am a U.S. citizen or other U.S. person (defined below). |
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.
Sign Here |
Signature of U.S. person u |
Date u |
Cat. No. 10V231X | Form W-9 (Rev. 12-2011) |
Form W-9 (Rev. 12-2011) |
Page 2 |
Form W-9 (Rev. 12-2011) |
Page 3 |
Form W-9 (Rev. 12-2011) |
Page 4 |
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.
The Information and Tabulation Agent for the Consent Solicitation is:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, New York 10016
Call Toll-Free: (800) 322-2885
Call Collect: (212) 929-5500
Delivery of this Consent Letter should be directed to the Information and Tabulation Agent:
By Regular, Registered or Certified Mail; Hand or Overnight Delivery: |
By Facsimile Transmission:
212-929-0308 (for eligible institutions only) | |
MacKenzie Partners, Inc. 105 Madison Avenue New York, New York 10016 Attn: Simon Coope |
To confirm receipt of facsimile by telephone:
800-322-2885 |
Any questions or requests for assistance or additional copies of this Consent Letter may be directed to the Information and Tabulation Agent at the telephone numbers and address set forth above. A Holder of Notes may also contact the Solicitation Agents at their telephone numbers set forth below or such Holders broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Consent Solicitation.
The Solicitation Agents for the Consent Solicitation are:
Goldman Sachs & Co.
Liability Management Group 200 West Street, 7th Floor New York, New York 10282 (800) 828-3182 (toll free) (212) 902-5183 (collect) |
Deutsche Bank Securities Inc.
Liability Management Group 60 Wall Street New York, New York 10005 (855) 287-1922 (toll free) (212) 250-7527 (collect) |