UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 11, 2013
NeuStar, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32548 | 52-2141938 | ||
| (State or other jurisdiction Of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 21575 Ridgetop Circle Sterling, Virginia |
20166 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(571) 434-5400
(Registrant’s telephone number, including area code.)
(Former name and former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
On January 11, 2013, NeuStar, Inc. (the “Company” or “Neustar”) announced the pricing of an offering of $300 million aggregate principal amount of 4.5% senior notes due 2023 at a price of 100% of the principal amount, which will result in gross proceeds of $300 million. The notes will be general unsecured senior obligations of Neustar and will be guaranteed on a senior unsecured basis by certain of Neustar’s domestic subsidiaries. A copy of the press release containing the announcement is attached hereto as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The offering is expected to close on or about January 22, 2013, subject to customary closing conditions.
The Company expects to use the net proceeds from the issuance of the notes to refinance a portion of its current debt obligations.
The notes and the related subsidiary guarantees will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent such registration or an exemption from the registration requirements of the Securities Act. The information contained in this Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction where such an offering or sale would be unlawful. This report contains information about pending transactions, and there can be no assurance that these transactions will be completed.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following materials are attached as exhibits to this Current Report on Form 8-K:
| Exhibit |
Description | |
| 99.1 | Press Release, dated January 11, 2013, regarding pricing of the notes. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 11, 2013 | NEUSTAR, INC. | |||||||
| By: | /s/ Paul S Lalljie | |||||||
| Name: | Paul S Lalljie | |||||||
| Title: | Senior Vice President and Chief Financial Officer | |||||||
Exhibit Index
| Exhibit |
Description | |
| 99.1 | Press Release, dated January 11, 2013, regarding pricing of the notes. | |