UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
Public Offering of Senior Notes Due 2031
On August 11, 2021, Equifax Inc. (the “Company”) executed an Underwriting Agreement with J.P. Morgan Securities LLC, BofA Securities, Inc., Mizuho Securities USA LLC, Truist Securities, 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 $1,000,000,000 aggregate principal amount of the Company’s 2.350% Senior Notes due 2031 (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, as supplemented by the Ninth Supplemental Indenture relating to the Notes and dated as of August 13, 2021.
Interest on the Notes will accrue from their date of issuance at a rate of 2.350% per year and will be payable in cash semi-annually in arrears on March 15 and September 15 of each year, beginning on March 15, 2022.
The Notes will mature on September 15, 2031. Prior to June 15, 2031 (three months 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 June 15, 2031) 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 20 basis points, plus accrued and unpaid interest to, but excluding, the date of redemption.
Beginning June 15, 2031, 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 $988.7 million, after deducting the underwriting discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds to repay in full $300 million aggregate principal amount of its 3.60% Senior Notes due 2021 and $300 million aggregate principal amount of its Floating Rate Notes due 2021. The remaining net proceeds will be used for general corporate purposes, which may include the repayment of borrowings under the Company’s commercial paper program or the funding of acquisitions, including the Company’s $1.825 billion acquisition of Appriss Insights.
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 Ninth 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
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: August 16, 2021