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 2029
On August 12, 2024, Equifax Inc. (the “Company”) executed an Underwriting Agreement with BofA Securities, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as the representatives of the underwriters named therein (the “Underwriting Agreement”), with regard to the issuance and sale by the Company of $650,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2029 (the “Notes”). The Notes are issued pursuant to an Indenture dated as of May 12, 2016 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee, as supplemented by the Twelfth Supplemental Indenture relating to the Notes and dated as of August 15, 2024 (the “Twelfth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
Interest on the Notes will accrue from their date of issuance at a rate of 4.800% 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, 2025.
The Notes will mature on September 15, 2029. Prior to August 15, 2029 (one month prior to their maturity date), the Company may redeem the Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of the principal amount and rounded to three decimal places) equal to the greater of (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the notes matured on August 15, 2029) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate (as defined in the Indenture) plus 20 basis points, less (b) interest accrued to the redemption date, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to, but excluding, the redemption date.
On or after August 15, 2029, the Company may redeem the Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed plus accrued and unpaid interest thereon to, but excluding, the redemption date.
The net proceeds from this offering will be approximately $644.4 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 for general corporate purposes, which may include the refinancing of indebtedness outstanding under its delayed draw term loan.
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. 333-266290) filed with the Securities and Exchange Commission on July 22, 2022: (i) the Underwriting Agreement, filed as Exhibit 1.1 hereto; (ii) the Twelfth Supplemental Indenture, 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
| 5.1 | Opinion of Hogan Lovells US LLP (filed herewith). | |
| 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 | Consent of John J. Kelley III, Chief Legal Officer of Equifax Inc. (contained in Exhibit 5.2 filed herewith). | |
| 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: | Executive Vice President, Chief Legal Officer and Corporate Secretary | |
Date: August 15, 2024