8-KMaterial AgreementsFinancial EventsExhibits & Filings

EQUIFAX INC 8-K Report, Material Agreement (Nov 25, 2015)

Filed November 25, 2015For Securities:EFX

Summary

Equifax Inc. (EFX) has filed an 8-K report detailing a significant acquisition and a substantial refinancing of its credit facilities. The company announced on November 21, 2015, that it entered into a Scheme Implementation Deed to acquire 100% of the ordinary shares of Veda Group Limited (Veda) for AUD$2.825 cash per share. This transaction, to be implemented via a recommended court-approved Scheme of Arrangement, marks a major strategic move for Equifax, expanding its global reach, particularly in the Australian and New Zealand markets. In conjunction with the Veda acquisition, Equifax has also significantly restructured its debt. The company entered into new credit facilities totaling $1.7 billion, comprising a $900 million five-year revolving credit facility and an $800 million three-year delayed draw term loan facility. Additionally, an $800 million 364-day revolving credit facility was established. Proceeds from the Term Loan Facility and the 364-Day Revolver are intended to finance the Veda acquisition. The company also terminated its previous $750 million revolving credit facility upon entering these new agreements, signaling a proactive approach to its capital structure and funding needs.

Key Highlights

  • 1Equifax Inc. to acquire 100% of Veda Group Limited for AUD$2.825 cash per share.
  • 2Acquisition will be implemented through a recommended court-approved Scheme of Arrangement.
  • 3New credit facilities established: $900 million 5-year revolving credit facility and $800 million 3-year delayed draw term loan facility.
  • 4An additional $800 million 364-day revolving credit facility has been put in place.
  • 5Proceeds from the Term Loan and 364-Day Revolver are earmarked to finance the Veda acquisition.
  • 6Existing $750 million revolving credit facility has been terminated and replaced by the new facilities.
  • 7Key conditions for the Veda acquisition include regulatory approvals in Australia and New Zealand, and shareholder/court approval in Australia.

Frequently Asked Questions

This 8-K filing announces Equifax Inc.'s entry into a material definitive agreement to acquire Veda Group Limited and details the establishment of new credit facilities to, in part, finance this acquisition. It also confirms the termination of the company's prior credit facility.

Equifax will acquire 100% of Veda Group Limited's ordinary shares for AUD$2.825 in cash per share. The acquisition will be carried out through a recommended court-approved Scheme of Arrangement, a common method for acquiring Australian companies.

Equifax is establishing new credit facilities totaling $1.7 billion. Specifically, proceeds from an $800 million three-year delayed draw term loan facility and an $800 million 364-day revolving credit facility are intended to finance the cash consideration for the Veda acquisition, subject to certain closing conditions.

Completion is contingent upon several factors, including obtaining necessary regulatory approvals in Australia and New Zealand, approval of the Scheme of Arrangement by Veda's shareholders and the Federal Court of Australia, the absence of any legal impediments or material adverse changes affecting Veda, and the satisfaction of other customary closing conditions.