Debt Disclosure | Debt Debt outstanding consisted of the following: September 30, 2024 December 31, 2023 Senior Secured Term Loan B-5, due in full at maturity (November 15, 2026), with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (6.70% at September 30, 2024 and 7.21% at December 31, 2023), net of original issue discount and deferred financing fees of $0.3 million and $1.0 million, respectively, at September 30, 2024, and of $1.9 million and $4.6 million, respectively, at December 31, 2023 $ 573.2 $ 2,179.4 Senior Secured Term Loan A-4, payable in quarterly installments through June 24, 2029, with periodic variable interest at Term SOFR plus a credit spread adjustment (until the refinancing on June 24, 2024), or alternate base rate, plus applicable margin (6.35% at September 30, 2024 and 6.96% at December 31, 2023), net of original issue discount and deferred financing fees of $0.4 million and $3.5 million, respectively, at September 30, 2024, and of $0.4 million and $3.4 million, respectively, at December 31, 2023 1,279.9 1,296.1 Senior Secured Term Loan B-8, payable in quarterly installments through June 24, 2031, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (6.60% at September 30, 2024), net of original issue discount and deferred financing fees of $4.2 million and $5.4 million, respectively, at September 30, 2024 1,486.6 — Senior Secured Term Loan B-7, payable in quarterly installments through December 1, 2028, with periodic variable interest at Term SOFR, or alternate base rate, plus applicable margin (6.85% at September 30, 2024), net of original issue discount and deferred financing fees of $7.1 million and $16.7 million, respectively, at September 30, 2024 1,861.7 — Senior Secured Term Loan B-6, refinanced with B-7 loans, with periodic variable interest at Term SOFR plus a credit spread adjustment, or alternate base rate, plus applicable margin (7.72% at December 31, 2023) and original issue discount and deferred financing fees of $3.5 million and $20.0 million, respectively, at December 31, 2023 — 1,864.8 Finance leases — 0.1 Senior Secured Revolving Credit Facility — — Total debt 5,201.4 5,340.4 Less short-term debt and current portion of long-term debt (66.5) (89.6) Total long-term debt $ 5,134.9 $ 5,250.8 Senior Secured Credit Facility On June 15, 2010, we entered into a Senior Secured Credit Facility with various lenders. This facility has been amended several times and currently consists of the Senior Secured Term Loan B-8, Senior Secured Term Loan B-7, Senior Secured Term Loan B-5, Senior Secured Term Loan A-4 (collectively, the “Senior Secured Term Loans”), and the Senior Secured Revolving Credit Facility. On October 27, 2023, we executed Amendment No. 21 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan A-4 with an aggregate principal amount of $1.3 billion, the proceeds of which were used to repay Senior Secured Term Loan A-3 in full, repay $300.0 million of Senior Secured Term Loan B-6, and pay the related financing fees and expenses. In addition, we increased the borrowing capacity on the Senior Secured Revolving Credit Facility from $300.0 million to $600.0 million and extended the maturity date from December 10, 2024 to October 27, 2028. On February 8, 2024, we executed Amendment No. 22 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-7 with an aggregate principal amount of $1.9 billion, the proceeds of which were used to repay Senior Secured Term Loan B-6 in full and pay the related financing fees and expenses. In connection with the refinancing, we incurred incremental deferred financing fees of $4.7 million that will be amortized over the new loan term. Senior Secured Term Loan B-7 is a syndicated debt instrument. As a result of the refinancing, we repaid $257.1 million of principal to exiting lenders and to lenders where the refinancing resulted in a reduction in principal and received $264.1 million of proceeds from new lenders and additional principal from existing lenders. On June 24, 2024, we executed Amendment No. 23 to the Senior Secured Credit Facility, pursuant to which we entered into Senior Secured Term Loan B-8 with an aggregate principal amount of $1.5 billion, the proceeds of which were used to repay a portion of Senior Secured Term Loan B-5. The maturity date of the Senior Secured Credit Facility and Senior Secured Term Loan A-4 were also extended from October 27, 2028 to June 24, 2029, subject to a springing maturity of 91 days prior to the maturity date of certain long-term indebtedness, if, on such date, the principal amount of such indebtedness exceeds $250 million, and the credit spread adjustment was removed from the periodic interest rate for both instruments. In connection with the refinancing, we incurred incremental deferred financing fees of $8.7 million that will be amortized over the new loan terms. Senior Secured Term Loan B-8 is a syndicated debt instrument. As a result of the refinancing, we repaid $670.8 million of principal to exiting lenders and to lenders where the refinancing resulted in a reduction in principal and received $670.8 million of proceeds from new lenders and additional principal from existing lenders. In connection with these refinancings, during the nine months ended September 30, 2024 , we expensed $8.9 million of the unamortized original issue discount, deferred financing fees, and other related fees to other income and expense in the Consolidated Statements of Operations. During the three and nine months ended September 30, 2024, we prepaid $25.0 million and $105.0 million, respectively, of our Senior Secured Term Loan B-5, funded from cash-on-hand, and expensed $0.1 million and $0.3 million, respectively, of the unamortized original issue discount and deferred financing fees, to other income and expense in the Consolidated Statements of Operations. During the three and nine months ended September 30, 2023, we prepaid $75.0 million and $225.0 million, respectively, of our Senior Secured Term Loan B-6, funded from cash-on-hand. As a result, we expensed $1.0 million and $3.1 million, respectively, of the unamortized original issue discount and deferred financing fees to other income and expense in our Consolidated Statements of Operations. As of September 30, 2024, we had no outstanding balance under the Senior Secured Revolving Credit Facility and $1.2 million of outstanding letters of credit, and could have borrowed up to the remaining $598.8 million available. TransUnion also has the ability to request incremental loans on the same terms under the Senior Secured Credit Facility up to the sum of the greater of $1,000.0 million and 100% of Consolidated EBITDA, minus the amount of secured indebtedness and the amount incurred prior to the incremental loan, and may incur additional incremental loans so long as the senior secured net leverage ratio does not exceed 4.25-to-1, subject to certain additional conditions and commitments by existing or new lenders to fund any additional borrowings. With certain exceptions, the Senior Secured Credit Facility obligations are secured by a first-priority security interest in substantially all of the assets of Trans Union LLC, including its investment in subsidiaries. The Senior Secured Credit Facility contains various restrictions and nonfinancial covenants, along with a senior secured net leverage ratio test. The nonfinancial covenants include restrictions on dividends, investments, dispositions, future borrowings and other specified payments, as well as additional reporting and disclosure requirements. The senior secured net leverage test must be met as a condition to incur additional indebtedness, make certain investments, and may be required to make certain restricted payments. The senior secured net leverage ratio must not exceed 5.5-to-1 at any such measurement date. Under the terms of the Senior Secured Credit Facility, TransUnion may make dividend payments up to the greater of $100 million or 10.0% of Consolidated EBITDA per year, or an unlimited amount provided that no default or event of default exists and so long as the total net leverage ratio does not exceed 4.75-to-1. As of September 30, 2024, we were in compliance with all debt covenants. Interest Rate Hedging In September 2024, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commence on December 31, 2024, and expire on December 31, 2027, with a current aggregate notional amount of $400.0 million that amortizes each quarter beginning in the first quarter 2025. The swaps require us to pay fixed rates varying between 3.0650% and 3.1495% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges. On November 16, 2022, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 30, 2022, and expire on December 31, 2024, with a current aggregate notional amount of $1,285.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 4.3380% and 4.3870% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges. On December 23, 2021, we entered into interest rate swap agreements with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loan or similar replacement debt. The swaps commenced on December 31, 2021, and expire on December 31, 2026, with a current aggregate notional amount of $1,556.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 1.3800% and 1.3915% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap a greements as cash flow hedges. On March 10, 2020, we entered into interest rate swap agree ments with various counterparties that effectively fix our variable interest rate exposure on a portion of our Senior Secured Term Loans or similar replacement debt. The swaps commenced on June 30, 2022, and expire on June 30, 2025, with a current aggregate notional amount of $1,065.0 million that amortizes each quarter. The swaps require us to pay fixed rates varying between 0.8680% and 0.8800% in exchange for receiving a variable rate that matches the variable rate on our loans. We have designated these swap agreements as cash flow hedges. The net change in the fair value of our hedging instruments included in our assessment of hedge effectiveness is recorded in other comprehensive income, and is reclassified to interest expense when the corresponding hedged interest affects earnings. The table below summarizes the changes in our hedging instruments and the impact on other comprehensive income. Three Months Ended September 30, Nine Months Ended September 30, 2024 2023 2024 2023 Net gain / (loss) on fair value of swaps recorded to other comprehensive income, gross $ (63.6) $ 2.0 $ (68.9) $ (2.7) Net gain / (loss) on fair value of swaps recorded to other comprehensive income, net of tax (47.7) 1.5 (51.7) (2.0) Gain on swaps reclassified to interest expense, gross 30.9 30.8 92.8 81.1 Gain on swaps reclassified to interest expense, net of tax recorded to income tax expense 23.2 23.1 69.6 60.9 We expect to recognize a gain of approximately $77.2 million as a reduction to interest expense due to our expectation that the variable rate that we receive will exceed the fixed rates of interest over the next twelve months. Fair Value of Debt The fair values of our variable-rate term loans are determined using Level 2 inputs, based on quoted market prices for the publicly traded instruments. All fair value amounts in the table below, as of the indicated dates, exclude original issue discounts and deferred fees. September 30, 2024 December 31, 2023 Fair value of Senior Secured Term Loan B-5 $ 568.0 $ 2,191.5 Fair value of Senior Secured Term Loan A-4 1,262.9 1,291.9 Fair value of Senior Secured Term Loan B-8 1,495.3 — Fair value of Senior Secured Term Loan B-7 1,886.7 — Fair value of Senior Secured Term Loan B-6 — 1,895.1 Fair value of Senior Secured Term Loans $ 5,212.9 $ 5,378.5 |