UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| |
|
| ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
| |
| (Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s telephone number, including area code:
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol |
Name of each exchange on which registered | ||
| |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
Public Offering of Senior Notes Due 2024
On November 15, 2019, Equifax Inc. (the “Company”) executed an Underwriting Agreement with BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC, as the representatives of the underwriters named therein, with regard to the issuance and sale by the Company of $750,000,000 aggregate principal amount of the Company’s 2.600% Senior Notes due 2024 (the “Notes”). The Notes are issued pursuant to an Indenture dated as of May 12, 2016 between the Company and U.S. Bank National Association, as Trustee (the “Indenture”), as supplemented by a Sixth Supplemental Indenture relating to the Notes and dated as of November 19, 2019.
Interest on the Notes will accrue from their date of issuance at a rate of 2.600% per year and will be payable in cash semi-annually in arrears on June 1 and December 1 of each year, beginning on June 1, 2020.
The Notes will mature on December 1, 2024. Prior to November 1, 2024 (one month prior to the maturity date of the Notes), the Company may redeem all or a portion of the Notes at any time, at its option, at a redemption price equal to the greater of (1) 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption and (2) the sum of the present values of the remaining scheduled payments (assuming that the Notes matured on November 1, 2024) of principal and interest in respect of the Notes being redeemed (exclusive of interest accrued to the redemption date) discounted to the redemption date, on a semi-annual basis, at the treasury rate plus 15 basis points, plus accrued and unpaid interest to, but excluding, the date of redemption.
On or after November 1, 2024 (one month prior to the maturity date of the Notes), the Company may redeem all or a portion of the Notes at any time, at its option, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to, but excluding, the date of redemption.
The net proceeds from this offering will be approximately $742.2 million, after deducting the underwriting discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from this offering to repay borrowings under its commercial paper program, to repay borrowings under its receivables funding facility and for general corporate purposes.
The following documents are being filed with this Current Report on Form 8-K and are incorporated by reference into the Company’s effective Registration Statement on Form S-3 (File No. 333-232854) filed with the Securities and Exchange Commission on July 26, 2019: (i) the Underwriting Agreement, filed as Exhibit 1.1 hereto; (ii) the Sixth Supplemental Indenture between the Company and the Trustee, including the form of Note as Exhibit A, filed as Exhibit 4.1 hereto; (iii) the opinion of counsel addressing the validity of the Notes, filed as Exhibit 5.1 hereto; and (iv) the opinion of John J. Kelley III, Chief Legal Officer of the Company, addressing certain other legal matters, filed as Exhibit 5.2 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |||
| 1.1 |
||||
| 4.1 |
||||
| 5.1 |
||||
| 5.2 |
Opinion of John J. Kelley III, Chief Legal Officer of Equifax Inc. (filed herewith). | |||
| 23.1 |
Consent of Hogan Lovells US LLP (contained in Exhibit 5.1 filed herewith). | |||
| 23.2 |
||||
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| EQUIFAX INC. | ||
| By: |
/s/ John J. Kelley III | |
| Name: |
John J. Kelley III | |
| Title: |
Corporate Vice President, Chief Legal Officer and Corporate Secretary | |
Date: November 19, 2019