F1This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("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"), 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 July 31, 2017 (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 July 31, 2017, which offering was consummated on August 4, 2017 (the "Registered Public Offering"), the underwriters purchased shares of Common Stock from the selling stockholders, which included GS Capital VI, GS Capital VI Parallel and SpartanShield. GS Capital VI, GS Capital VI Parallel and SpartanShield sold an aggregate of 11,934,177, shares of Common Stock, consisting of 4,657,356 shares of Common Stock sold by GS Capital VI, 1,280,693 shares of Common Stock sold by GS Capital VI Parallel and 5,996,128 shares of Common Stock sold by Spartanshield.
F5Pursuant to the Underwriting Agreement and in connection with the Registered Public Offering, the underwriters exercised their option (the "Over-Allotment Option") to purchase additional shares of Common Stock from the selling stockholders, which included GS Capital VI, GS Capital VI Parallel and SpartanShield. On August 4, 2017, the Over-Allotment Option was consummated and in connection with such sale to the underwriters, GS Capital VI, GS Capital VI Parallel and SpartanShield sold an additional 1,800,000 shares of Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option, consisting of 702,456 shares of Common Stock sold by GS Capital VI, 193,164 shares of Common Stock sold by GS Capital VI Parallel and 904,380 shares of Common Stock sold by Spartanshield.
F6Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 1,057 shares of Common Stock. Goldman Sachs and GS Group may be deemed to beneficially own indirectly 23,551,109 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 subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Funds. Goldman Sachs had open short positions of 3,493 shares of Common Stock, reflecting changes due to exempt transactions.
F7GS Capital VI beneficially owns directly 9,190,909 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 2,527,342 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GS Advisors VI. SpartanShield beneficially owns directly 11,832,858 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) 7,644,672 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) 326,645 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) 282,022 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) 325,410 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, MBD Advisors, and (v) 3,254,109 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.