Milbank, Tweed, Hadley & McCloy, LLP represented Goldman, Sachs & Co., Deutsche Bank Securities and a syndicate of other banks in connection with a leveraged finance offering of $600 million of 9.625%/10.375% Senior PIK Toggle Notes due 2018 by TransUnion Holding Company, Inc. (the “Issuer) pursuant to Rule 144A and Regulation S.  The notes include novel PIK/Toggle features which restrict the ability of the Issuer to elect to pay PIK interest.

TransUnion Corp. (the “Company”) is a global leader in credit information and information management services. For more than 40 years, the Company has worked with businesses and consumers to gather, analyze and deliver the information needed in economies throughout the world. The Company provides solutions to approximately 45,000 businesses and approximately 500 million consumers worldwide. The Issuer and a subsidiary (“Merger Sub”), are owned by certain funds affiliated with each of GS Capital Partners and Advent International Corp. The Issuer and Merger Sub entered into a merger agreement with the Company, pursuant to which, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation.

The merger is being financed by (i) approximately $609 million of debt financing consisting of the issuance of $600 million aggregate principal amount of the notes and approximately $9 million of borrowings under a senior secured revolving credit facility of Trans Union LLC (“OpCo”), (ii) $1,097 million of equity capital from GS Capital and Advent and (iii) $33.3 million cash from the Company’s balance sheet.  The proceeds of the notes were deposited into an escrow account pending the close of the merger. In connection with the financing, certain consents and amendments were obtained to amend the existing indebtedness of OpCo to permit the merger to occur without triggering a change of control.

The Milbank team, led by partners Marcus Dougherty, in the Leveraged Finance Group, Rod Miller and Paul Denaro, in the Global Securities Group, included associates B. J. Rosen, Jonathon Vance  and Bianca Gersten, in the Leveraged Finance Group and Benjamin Miles and James Marshall in the Global Securities Group.  Tax partner Bruce Kayle and associate Thallen Brassel provided tax advice.