NEUSTAR INC Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2015-12-21: Form 8-K; Period of report 2015-12-18; Description 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure; Details 2.01.
- 2015-12-09: Form 8-K; Period of report 2015-12-09; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; Details 1.01.
- 2015-11-06: Form 8-K; Period of report 2015-11-05; Description 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events; Details 1.01.
- 2015-10-29: Form 8-K; Period of report 2015-10-29; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2015-12-21 | 8-K | 2015-12-18 | 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure | 2.01 On December 18, 2015, NeuStar, Inc., a Delaware corporation (“NeuStar” or the “Company”), completed its acquisition of the caller authentication business of Transaction Network Services, Inc., a Delaware corporation (“TNS” or the “Seller”), for approximately $220 million in cash (the “Acquisition”). 7.01 On December 21, 2015, NeuStar issued a press release announcing the completion of the Acquisition and providing updated 2015 and 2016 guidance. | tns8-k.htm |
| 2015-12-09 | 8-K | 2015-12-09 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.01 On December 9, 2015, NeuStar completed its acquisition of MarketShare Partners, LLC, a Delaware limited liability company (“MarketShare”), for approximately $450 million in total consideration. 2.03 On December 9, 2015, NeuStar entered into that certain Amendment No. 1 to the Credit Agreement and Security Agreement by and among NeuStar, certain subsidiaries of NeuStar party thereto as Guarantors (the “Guarantors”), Morgan Stanley Senior Funding, Inc. (“MSSF”), as Administrative Agent and a lender, and the other lenders party thereto (the “First Amendment”), which, among other things, provides for (i) the permissibility of an incremental term facility under the Company’s existing 2013 Credit Agreement (the “2013 Credit Agreement”) that would have an annual amortization percentage of 40% of the aggregate principal amount of such incremental facility, with quarterly amortization percentages of 7.1%, 7.1%, 12.9%, and 12.9% for the first, second, third, and fourth quarters respectively; (ii) the addition of a senior secured leverage financial maintenance covenant; (iii) streamlined conditions for the incurrence of an incremental term facility to be used for a permitted acquisition; (iv) a required escrow and prepayment (such prepayment to be for the benefit of the incremental facility lenders) by NeuStar under certain specified circumstances; and (v) certain tax related changes favorable to NeuStar to the terms of the 2013 Credit Agreement and related security agreement (the “2013 Security Agreement”). 3.02 On December 9, 2015 and in connection with the completion of the acquisition described in Item 2.01, NeuStar issued 571,913 shares of its Class A common stock, $0.001 par value per share, to the Founders of MarketShare and certain of their affiliates (such shares, the “Founder Shares”) pursuant to the terms of the Securities Purchase Agreement. 7.01 On December 9, 2015, NeuStar issued a press release announcing the completion of the Acquisition and providing 2016 guidance. | d102733d8k.htm |
| 2015-11-06 | 8-K | 2015-11-05 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 Morgan Stanley Senior Funding, Inc. (“MSSF”), The Bank of Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”), J.P. Morgan Chase Bank, N.A. (“JPM”) and Royal Bank of Canada (“RBC”; and together with MSSF, BTMU and JPM, the “Commitment Parties”) have committed to provide to NeuStar an incremental $350 million senior secured term loan facility (the “Incremental Facility”) under that certain Credit Agreement dated as of January 22, 2013 (the “Existing Credit Facility”), among NeuStar, MSSF, as administrative agent and the other lender and agent parties and guarantors party thereto. | d94167d8k.htm |
| 2015-10-29 | 8-K | 2015-10-29 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On October 29, 2015, NeuStar, Inc. (the “Company” or “Neustar”) announced its financial results for the third quarter of 2015. 7.01 On October 29, 2015, Neustar issued a press release announcing its financial results for the third quarter of 2015. | form8-kq32015.htm |
| 2015-09-09 | 8-K | 2015-09-09 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On September 9, 2015, NeuStar issued a press release announcing the above-mentioned acquisition transaction. | september2015form8-kacquis.htm |
| 2015-07-30 | 8-K | 2015-07-30 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On July 30, 2015, NeuStar, Inc. (the “Company” or “Neustar”) announced its financial results for the second quarter of 2015. 7.01 On July 30, 2015, Neustar issued a press release announcing its financial results for the second quarter of 2015 and a press release announcing the completion of its acquisition of Bombora Technologies Pty Ltd (“Bombora”), based in Australia. | form8-kq22015.htm |
| 2015-07-30 | 8-K | 2015-07-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (d) On July 16, 2015, the Board of Directors (the “Board”) of NeuStar, Inc. (“Neustar” or the “Company”), voted to expand the size of the Board by two members from nine to eleven directors. | form8-kxnewdirectorsxjuly3.htm |
| 2015-06-02 | 8-K | 2015-05-27 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 The NeuStar, Inc., (the “Company”) Annual Meeting of Stockholders was held on May 27, 2015. | form8-k2015annualmeetingre.htm |
| 2015-04-29 | 8-K | 2015-04-29 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On April 29, 2015, NeuStar, Inc. (the “Company” or “Neustar”) announced its financial results for the first quarter of 2015. 7.01 On April 29, 2015, Neustar issued a press release announcing its financial results for the first quarter of 2015. | form8-kq12015.htm |
| 2015-04-08 | 8-K | 2015-04-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8-kxapril72015.htm |
| 2015-04-07 | 8-K | 2015-04-07 | 7.01 Regulation FD Disclosure | 7.01 “North American Portability Management negotiated an agreement with Neustar over the transition from the company to Telcordia as the local number portability administrator, an FCC spokesman told us Monday. | a8-kapril72015.htm |
| 2015-04-03 | 8-K | 2015-04-03 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed in NeuStar, Inc.’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2014, the Company’s seven regional contracts with the NAPM, a consortium of United States telecommunications services providers that manage the United States local number portability system on behalf of participating carriers, pursuant to which the Company serves as the Local Number Portability Administrator, continue in effect through June 30, 2015. | form8-kapril32015.htm |
| 2015-03-26 | 8-K | 2015-03-26 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On March 26, 2015, Neustar issued a press release affirming its earnings guidance for the first six months of 2015 regarding revenue, adjusted net income and adjusted net income per share. 8.01 On March 26, 2015, the FCC ruled that the North American Portability Management LLC could initiate contract negotiations with Telcordia, a wholly owned subsidiary of Ericsson, to serve as the next the Local Number Portability Administrator. | form8-kmarch262015.htm |
| 2015-03-04 | 8-K | 2015-03-04 | 8.01 Other Events | 8.01 On March 4, 2015, the U.S. Federal Communication Commission (the “FCC”) provided an update regarding the status of the selection process for the local number portability administrator contract. | form8-kxmarch2015.htm |
| 2015-02-03 | 8-K | 2015-02-03 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 3, 2015, NeuStar, Inc. (the “Company” or “Neustar”) announced its financial results for the fourth quarter of 2014 and 2014 fiscal year. 7.01 On February 3, 2015, Neustar issued a press release announcing its financial results for the fourth quarter of 2014 and 2014 fiscal year and providing earnings guidance for the first six months of 2015 regarding revenue, adjusted net income and adjusted net income per share. | form8-kxq42014.htm |