F1This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCP VI Advisors, L.L.C. ("GSCP VI Advisors"), GS Advisors VI, L.L.C. ("GS Advisors VI"), GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore Advisors"), Goldman, Sachs Management GP GmbH ("GS GmbH"), MBD 2011 Offshore Advisors, Inc. ("MBD Advisors"), Bridge Street 2012 Offshore Advisors, Inc. ("Bridge Street Advisors"), Opportunity Partners Offshore-B Co-Invest AIV Advisors, Ltd. ("Opportunity Advisors"), SpartanShield Holdings ("SpartanShield"), GS Capital Partners VI Fund, L.P. ("GS Capital VI"), GS Capital Partners VI Parallel, L.P. ("GS Capital VI Parallel"), GS Capital Partners VI Offshore Fund, L.P. ("GS VI Offshore"), GS Capital Partners VI GmbH & Co. KG ("GS Germany VI"), MBD 2011 Holdings, L.P. ("MBD 2011"), Bridge Street 2012 Holdings, L.P. ("Bridge Street"), (continued in next footnote)
F10The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F2Opportunity Partners Offshore-B Co-Invest AIV, L.P. ("Opportunity," and, together with GS Capital VI, GS Capital VI Parallel, GS VI Offshore, GS Germany VI, MBD 2011 and Bridge Street, the "Funds"). GS Group, Goldman Sachs, GSCP VI Advisors, GS Advisors VI, GSCP VI Offshore Advisors, GS GmbH, MBD Advisors, Bridge Street Advisors, Opportunity Advisors, SpartanShield and the Funds are defined collectively as the "Reporting Persons."
F3Due to the electronic system's limitation of 10 Reporting Persons per filing, this statement is being filed in duplicate.
F4Pursuant to an underwriting agreement, dated March 8, 2016 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock, par value $0.01 per share (the "Common Stock"), of TransUnion, pursuant to the final prospectus supplement dated March 8,2016, which offering was consummated on March 14, 2016 (the "Offering"), GS Capital VI, GS Capital VI Parallel and SpartanShield sold in aggregate of 7,826,250 shares of Common Stock, consisting of 3,054,222 shares of Common Stock sold by GS Capital VI, 839,859 shares of Common Stock sold by GS Capital VI Parallel and 932,169 shares of Common Stock sold by Spartanshield. Goldman Sachs was one of the underwriters in the Offering.
F5On March 11, 2016, in connection with the Offering the underwriters exercised their option under the Underwriting Agreement to purchase additional shares of Common Stock from the selling stockholders, which included GS Capital VI, GS Capital VI Parallel, and Spartan Shield. Pursuant to such option to purchase additional shares of Common Stock, GS Capital VI, GS Capital VI Parallel and Spartan Shield sold an aggregate of 1,112,749 shares of Common Stock, consisting of 434,255 shares of Common Stock sold by GS Capital VI, 119,413 shares of Common Stock sold by GS Capital VI Parallel and 559,081 shares of Common Stock sold by Spartan Shield.
F6Goldman Sachs and GS Group may be deemed to beneficially own indirectly 63,416,341 shares of common stock by reason of the direct beneficial ownership of such shares by GS Capital VI, GS Capital VI Parallel and SpartanShield. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the Funds. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Funds.
F7GS Capital VI beneficially owns directly 24,748,458 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GSCP VI Advisors. GS Capital VI Parallel beneficially owns directly 6,805,403 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GS Advisors VI. SpartanShield beneficially owns directly 31,862,480 shares of Common Stock.
F8Shares of Common Stock that may be deemed to be beneficially owned by certain of the Funds that correspond to such Funds' partnership interests in SpartanShield consist of: (i) 20,584,897 shares of Common Stock which may be deemed to be beneficially owned indirectly by GS VI Offshore, which may be deemed to be beneficially owned indirectly by its general partner, GSCP VI Offshore Advisors, (ii) 879,561 shares of Common Stock which may be deemed to be beneficially owned indirectly by GS Germany VI, which may be deemed to be beneficially owned indirectly by its general partner, GS GmbH, (iii) 759,406 shares of Common Stock which may be deemed to be beneficially owned indirectly by MBD 2011, which may be deemed to be beneficially owned indirectly by its general partner, MBD Advisors, (continued in next footnote)
F9(iv) 876,238 shares of Common Stock which may be deemed to be beneficially owned indirectly by Bridge Street, which may be deemed to be beneficially owned indirectly by its general partner, Bridge Street Advisors, and (v) 8,762,378 shares of Common Stock which may be deemed to be beneficially owned indirectly by Opportunity, which may be deemed to be beneficially owned indirectly by its general partner, Opportunity Advisors.