M&A Announcement

Sep 13, 2021

Good day, and welcome to the TransUnion Announces Agreement to Acquire Neustar conference call. I would now like to turn the conference over to Aaron Hoffman, Senior Vice President of Investor Relations. Please go ahead. Thank you. Good morning, everyone, thank you very much for joining us today on relatively short notice so we can discuss Neustar, the largest acquisition in TransUnion's history. On the call today, we have Chris Cartwright, our President and Chief Executive Officer, along with Todd Cello, our Executive Vice President and Chief Financial Officer. We posted slides to accompany this call on the TransUnion IR website. You can take a look at those. Today's call will be recorded. A replay will be available on our website. We will also be making statements during this call that are forward-looking. These statements are based on current expectations and assumptions and are subject to risks and uncertainties. Actual results could differ materially from those described in the forward-looking statements because of factors discussed in today's press release, the comments made during this conference call, and in our most recent Form 10-K, Forms 10-Q, and Forms 8-K, and other reports and filings with the SEC. We do not undertake any duty to update any forward-looking statement. With all that out of the way, let me turn it over to Chris. Thanks, Aaron, let me add my welcome and thanks to all of you for joining us this morning to discuss TransUnion's transformational planned acquisition of Neustar, a premier identity resolution company. Over the past year or so, as our leverage declines, we've spoken a lot about pursuing acquisitions, also with the caveat that we'd only make moves that fit our strategy and were priced appropriately. Today's announcement that we've agreed to acquire Neustar for $3.1 billion demonstrates the value of our patience and discipline. This acquisition is the next step in TU's well-executed playbook to expand into complementary non-credit solutions. Neustar's capabilities complement those we have built organically and acquired over the past several years, including the TLO data assets and the DataFusion platform, the iovation device reputation network, and the digital marketing capabilities of Tru Optik, among other deals. Putting these pieces together will enhance TU's powerful digital identity capabilities through the addition of Neustar's distinctive data sources and analytics, providing greater certainty and insights to help businesses and consumers transact online with confidence. Neustar's recent history bears similarities to TU's own transformation. Like us, private equity bought the company and made significant growth-oriented investments that we believe are just beginning to bear fruit. At the same time, the PE owners executed a series of portfolio divestitures that streamlined and focused the company, setting the stage for significant growth in the future. This investment and repositioning in the market places Neustar at an inflection point of growth and margin expansion. We have conviction that the combination of our two businesses will further accelerate their growth trajectory as well as our own. Strategically, the two companies complement each other with a focus on the power of identity resolution, particularly with the dynamic capabilities of Neustar's OneID platform. Their main solutions of marketing, fraud, and communications each serve attractive end markets, including many that we have entered and scaled in recent years through our vertical market strategy. The combination meaningfully adds scale and scope to these solutions in the end markets they serve. Finally, we both serve similar blue-chip customers with concentrations in financial services, retail, telco, and media. As we approach these customers together, we have the opportunity to cross-sell our expanded solutions and better capture share of the customer's wallet. I'll spend more time expanding on these points later. First, let me walk you through some of the key benefits of the acquisition as we see it. Neustar provides real-time identity resolution through its state-of-the-art OneID platform. It powers solutions that serve three attractive markets, digital marketing solutions, online fraud mitigation, and communications. Bringing these capabilities together with TU, we bolster our already strong identity resolution capabilities and accurate authoritative PII, generating instant incremental scale and scope in the three complementary markets that Neustar serves. As we expand in these high-growth non-credit markets, we further diversify our portfolio, which we believe contributes to our ability to consistently outperform our underlying markets. Additionally, the complementary capabilities and data enable innovation and cross-selling that will further fuel our ability to deliver above-market growth. Finally, we're particularly excited about the significant influx of relevant talent, including in high-impact areas like data science, software engineering, analytics, and sales. With considerable strength in developing solutions, we see a really good fit with our highly evolved vertical market strategy. We look forward to continuing to work with Neustar's senior management team as we integrate our two companies. We see opportunities for a very high percentage of all Neustar employees to stay with us in roles where we can leverage their expertise as we combine the businesses, or through filling a significant number of open positions within TransUnion that will accelerate our broader growth plans. As a result of these substantial benefits, we expect our long-term revenue growth rate to accelerate over time. Now, Todd will offer you a perspective on our financial expectations shortly. Now, let me dig deeper into the key elements of the acquisition, starting with OneID, the technological foundation of Neustar's product offerings. OneID is a real-time persistent identity platform that links identity fragments and attributes for people, their devices, their households, and locations, and it underpins all of Neustar's solutions. It also provides a data orchestration layer that integrates all of these data fragments utilizing unique data corroboration capabilities and authoritative individual identity information delivered in real time to its customers. Neustar's made a material investment in AI, machine learning, and associated data science required to deliver identity resolution across multiple use cases with the necessary governance controls for each ensuring privacy compliance. We've seen the power of OneID across Neustar's offerings as it delivers proprietary data and powers decision analytics. By integrating this technology across our non-credit solutions, we will increase the speed and sophistication of our powerful identity-based solutions and strengthen our offers across industry verticals in the U.S. and across our global markets in the longer term. A key part of our investment thesis, both for TransUnion and in adding Neustar, is to address the broad opportunity that we see for ID resolution to solve critical customer and consumer challenges. We move to a primarily digital commerce economy, we provide assurance so businesses know who they're transacting with, enabling them to reduce fraud, to personalize offers, and deliver safe and more personalized online experiences. Identity resolution underpins everything that we do at TransUnion as we link and match data to provide actual insights to our customers. This is what we do for lenders today when they assess lending risk or build marketing campaigns. It is core to our value proposition in our non-credit businesses and across product lines. The addition of Neustar's digital ID resolution capabilities, their talent, and their data, combined with our foundation in consumer insights and analytics, creates a powerful and unique digital ID asset and makes trust possible between businesses and their consumers. Some of the key challenges in the market include dealing with a meaningful shift to digital marketing, forcing our customers to navigate consumer preference, of course, privacy regulations, and the ongoing demise of the cookie. Similarly, with the elevated online commerce, businesses are seeing skyrocketing fraud losses, as well as consumer frustration with authentication leading to transactions being abandoned. Finally, as consumers, we've all experienced the proliferation of nuisance calls or the frustration of waiting in a phone queue to speak to a live operator. Now, while both Neustar and TransUnion have delivered impactful solutions to customers addressing these solutions, the combined company, simply put, will do it better by authoritatively resolving identity for customers across our markets. Our combined marketing capabilities will position TransUnion on the cutting edge of this industry with a unique data asset and a comprehensive suite of solutions to empower marketers while respecting consumer privacy. In utilizing identity proofing, fraud analytics, and risk-based authentication, our fraud solutions will take a meaningful step forward with powerful data assets, improved match rates, and the ability to service a broader swath of customers, leading to more effective fraud mitigation to protect customers and consumers. Finally, we'll deliver a more robust set of solutions to a broader range of telecommunication customers that addresses their evolving needs. Let's drill into each of the 3 businesses, beginning with marketing. As many of you know, we've built a strong and growing business through a series of acquisitions in recent years of TruSignal and Tru Optik. By integrating them, we now offer a 3-dimensional view of identity, focused on people, their devices, and households that can be used across advertising channels. We supplement that data with our TruAudience marketplace, which includes more than 35,000 curated audience segments that marketers can use to develop targeted campaigns. Finally, through the TruAudience Platform, customers can efficiently expand and distribute audiences with best-in-class matching, modeling, and connectivity. Like our business, Neustar has developed marketing solutions focused on identity for the post-cookie advertising world. They have a sophisticated and holistic marketing performance measurement toolset that helps optimize marketing spend across channels through customer analytics, a unified identity management platform, and AdAdvisor, a tool to support customer audience building. Using OneID, we will deliver a market-leading three-dimensional identity graph built for the cookieless future of marketing. We'll deliver these solutions across the marketing life cycle to accurately reach targeted audiences at scale across all digitized and offline marketing channels. We'll help optimize marketing investments, onboard data in real time through direct connections, provide access to a vast marketplace of data, and leverage proprietary integrations that enable marketing performance measurement across media properties, including within the tech walled gardens. As digitized and personalized consumer experiences become the norm across industries, the combined company will use its advanced understanding of identity to deliver a robust set of future-forward marketing solutions that enable personalization and measure the impact of those efforts, all designed to increase the return on marketing investment for an expanded set of blue-chip customers. Now turning to fraud solutions. As we discussed on one of our recent earnings calls, we recalibrated this business to consolidate our best-of-breed offerings, identifying the most relevant marketing segments, and rebranding the product as TruValidate to bring greater consistency across the markets we serve. TruValidate pulls together the full breadth of the fraud offerings that we've built internally and acquired. It delivers an accurate and comprehensive view of a consumer by linking proprietary data, personal data, device identifiers, and online behaviors. This allows us to offer precise identity proofing, risk-based authentication, and fraud analytics to combat fraud at its inception. It enables identity trust, which is core to TransUnion's vision of enabling consumers and businesses to transact online with confidence. Neustar's fraud solutions will strengthen existing identity resolution, verification, and authentication capabilities and expand the channels that we serve. Neustar bolsters TransUnion's existing data assets with its proprietary phone intelligence. Adding unique phone behavioral insights to TU's set of connected signals contributes to reduce fraud and enhance authentication. OneID will connect our existing personal and digital platforms and enrich them with Neustar's unique identity data. It will enhance TU's identity proofing capabilities, helping our customers quickly and effectively discern good users from fraudsters. TransUnion's combined fraud solutions business will offer customers improved decision analytics, customer trust insights, and accuracy as they transact with consumers. With omni-channel fraud protection, an expanded data set, and improved performance, the combined businesses can meet a broader range of customer needs across a greater number of customer segments. Wrapping up with communications. At TU, we leverage proven solutions and our stronger relationships with lenders to deliver a range of offerings to large communications customers, including credit-based risk, TruValidate, and first-party collection tools. Neustar is a leading provider of caller ID, call authentication, and phone number intelligence to accurately present caller information, improve answer rates, and reduce risk. This enables enterprises to improve call answer rates and more effectively promote their brands while protecting consumers against robocalls, spoofing, and fraud to enable friction-right experiences. The combination of our data assets, OneID, and Neustar's phone intelligence creates a competitive source of identity-based solutions for the communication industry. It will also enable better opportunities for businesses to interact with their consumers by providing more ways to authenticate and verify identities in order to enable friction-right experiences and reduce fraud. At the same time, Neustar brings a deep legacy of relationships and products focused on the communication space, which will expand our opportunity to provide credit, fraud, and marketing solutions to that industry. That concludes my overview of Neustar and why we're so excited about the clear strategic fit with TU. Now Todd will walk you through the financial expectations for the transaction as well as the deal terms. Todd? Thanks, Chris. Let me start with our financial expectations for the transaction. As Chris mentioned, one of the attractions of Neustar is the significant amount of restructuring and growth-oriented investment they've made over the past several years. This does mean that adjusted EBITDA margins today are lower than TransUnion's at roughly 20%, and the full benefit of these investments is not fully seen in the revenue growth profile. However, revenue growth is accelerating and expected to grow by about 8% this year to approximately $575 million. At the same time, Neustar is seeing strong bookings and reoccurring revenue that supports our growth expectations going forward. Beyond that solid foundation, we expect material revenue synergies based on the highly complementary nature of their business with TransUnion. Beginning in 2023, with the material synergies we have identified, we would expect Neustar to grow revenue low double digits over the medium to long term, led by very strong growth in the marketing and fraud portions of the business. Our medium-term guidance calls for TransUnion to grow organic constant currency revenue in the high single digits on average. Adding in almost $600 million of revenue growing low double digits will be additive to our own revenue growth expectations. It's premature to give you a new long-term growth rate for TransUnion as we've yet to close and integrate Neustar. We intend to hold an investor day in mid-March of 2022, and I would expect to provide comprehensive updated guidance at that time. Shifting to adjusted EBITDA, again, as a result of the extensive restructuring and investment, Neustar's margin is temporarily depressed today at about 20%. We expect to deliver more than $70 million of cost synergies over time, which will bring Neustar's margin to roughly 40% over the next five years. The cost synergies are a combination of continuing Neustar's current transformation plan and addressing infrastructure opportunities created by the combination. With our expectations for accelerating revenue growth and margin expansion, we anticipate that the transaction will be EPS accretive in 2023, a little more than a year from when we expect to close. To achieve the financial benefits I discussed, we foresee about $60 million of integration costs in 2022 and 2023. As with Callcredit, the previous largest acquisition in our history, we will adjust these integration costs out of our non-GAAP metrics of adjusted EBITDA and adjusted diluted EPS for two years. To wrap up my section, the purchase price is $3.1 billion, which is 27 times Neustar's 2021 adjusted EBITDA. However, on a post-synergy basis, we expect the adjusted EBITDA multiple to fall to about 17 times. This is similar to the pre- and post-synergy multiples from the Callcredit acquisition, where the purchase multiple was well above 20 times and the post-synergy multiple was in the mid-teens. As a result of executing our plans in the U.K., we achieved our synergy targets as planned. We have confidence that we can deliver the same sort of strong performance as owners of Neustar, resulting in a very reasonable multiple for such an attractive high-growth asset. I also want to note that we are not acquiring all of Neustar. The current owners will maintain ownership of the security business that is not a fit for TransUnion. In terms of financing, we are well positioned to finance the acquisition with cash on hand and debt. This will take our net debt to adjusted EBITDA levered ratio to about 4.2 times on a pro forma basis using the full year 2023 anticipated adjusted EBITDA for Neustar that I referenced earlier. That's higher than our target of 3.5 times or less, lower than we were after funding the CreditVision, Callcredit and iovation acquisitions in 2018. As you've seen since that point, we have rapidly de-levered to 2.4 times as of the end of the second quarter. To that point, in this scenario, we would expect leverage to fall back to about 3.5 times by the end of 2022. This gives us comfort in continuing to pursue additional acquisitions if they make strategic and financial sense. To wrap up this page, we expect to close sometime in the fourth quarter of 2021, pending regulatory reviews, including a Hart-Scott-Rodino filing. That concludes my section. I'll turn the time back to Chris for some final comments. Chris? Thank you, Todd. Well, let me conclude by highlighting the complementary nature of this deal as we share a similar strategy, culture, and focus on building innovative identity-based solutions. We believe these enable trusted connections between companies and people and really facilitate commerce in this digital age. For TU and our industry, differentiated data leads to differentiated solutions. Neustar brings really valuable data assets to TransUnion, it augments our already considerable array of information. Secondly, the hallmark of our growth has been scale and scope across geographies in attractive markets. Neustar adds incremental scale and scope to our fraud and marketing solutions while expanding our opportunities in our communications vertical. Third, in many ways, TU is a technology company. The addition of the OneID platform, it supplements our already strong technological capabilities that continue to improve through Project Rise. Finally, we have attracted and retained exceptional talent across our organization, and these employees have delivered strong growth for almost a decade now. We really feel strongly that Neustar has an outstanding group of employees that will seamlessly integrate into our organization. Combining their sophisticated product development capabilities with our vertical market insight will meaningfully increase our already strong market positions in our fast growth verticals. As a result of all these factors, we have great confidence that the acquisition of Neustar will transform TransUnion and position us for continued growth over the long term. With that, I'll turn it back to Aaron. Great. Thanks, Chris. That does conclude the prepared remarks today. As always, on our calls for the Q&A, we ask that you each ask only 1 question so that we can include more of the participants. Now we'll turn over to the operator and be glad to take your questions. Thank you. We will now begin the question and answer session. To ask a question, you may press star then one on your touch-tone phone. If you are using a speakerphone, please pick up your handset before pressing the keys. To withdraw your question, please press star then two. At this time, we will pause momentarily to assemble our roster. The first question will be from Toni Kaplan with Morgan Stanley. Please go ahead. Hi. Good morning. I was hoping you could help us understand the competitive set across the different Neustar verticals. Just wanted to understand who they're competing with across the communications, marketing, and fraud. Were you competing at all with Neustar? Just anything on the competitive set would be helpful. Thanks. Yeah, sure, Toni. I'll start off with that. Neustar's history is founded in their telephony solutions serving the communication space, and they have built a very strong position in that market, and they've continued to innovate in the digital age, most recently with their TruContact Trusted Call Solutions, which can help individuals and companies stand out from the volume of robocalls and other nonsense that deluge consumers. There they compete with a variety of smaller players, and in some cases with carriers themselves who are providing some value-added services. As we shift to marketing, this brings us into deeper competition with the existing players that provide data analytics and ID resolution in the space. I would consider LiveRamp, Acxiom, and perhaps Experian to be good examples of players in that space. In fraud and online fraud mitigation, certainly all the bureaus are significant players, as is LexisNexis and a variety of emerging technology players. As you know, digital marketing solutions and online fraud mitigation are huge global markets. They're complex, and they're rapidly growing. At the core, having the massive data as well as the intelligence to harness that data in order to determine who or what is on the other end of an e-commerce transaction is what it's all about. I think once we combine with Neustar, our position and our product strength is going to be tremendous. Thank you. The next question comes from Andrew Steinerman with JPMorgan. Please go ahead. Hi, it's Andrew. Chris, you'll allow me a multi-part question. It's all on one subject. Could you be more specific about the identity data at Neustar, if it's proprietary? Particularly, what percentages of devices does Neustar cover compared to maybe iovation's device database? Lastly, what's the source of the data at Neustar, and how frequently is it updated? Yeah. Well, look, together we've got a really broad universe of information. Some of it is overlapping, and that will create some efficiency opportunities for us in the transaction, as Todd spoke to. Some of it is unique to our individual enterprises. Neustar has really deep relationships with its corporate customers. In a lot of instances, they've got broad data utilization rights or data corroboration rights, and that's really helped enhance the value of their proprietary identity information. They also have device data garnered from a variety of sources. Andrew, as you know, with the acquisition of iovation, we have one of the largest repositories of digital ID information, approaching 9 billion devices and transactions that have been seen worldwide from almost every country on the planet. Again, we expect to be able to combine that device data for fraud mitigation and in some cases, corroboration capabilities. Once we pull these assets together with all of the really great people information that TransUnion has, which is frankly superior to what Neustar has, the combined device information, all of the householding, the location, the online reputational and behavioral information, it's a powerhouse. It's a juggernaut of digital information that will really fuel e-commerce fraud mitigation, and also helping corporations precisely target customers and tailor service experiences the customer needs. It's just highly complimentary, and it's a great infusion of a state-of-the-art technology platform, one that we had made some considerable investments, but they're ahead of us. We'll be discontinuing, and we'll be taking all of our resources and using it to augment Neustar's already considerable talent. I just think it gives us considerable new vectors of growth in addition to really strengthening and scaling the businesses that we've already built in marketing, in fraud mitigation, and in telecommunications. Excellent. Thank you, Chris. The next question will be from Jeff Meuler with Baird. Please go ahead. Yeah. Thank you. Good morning. Can you provide any more detail on what you view as the most important investments that they've made the last few years? On the targeted growth rate, I think they're at 8% this year. You said that that's accelerating and the growth investments are not, I guess, fully reflected in terms of the payback in that growth. I guess why is low double digit the right growth target for you after you take account of that, plus TransUnion synergies, which it sounds like you think are material? Thanks. Yeah. Okay. Jeff, good question. Todd, help me here. What was the first part of the question? First question. The first part is what investments they made. Okay. Better understanding what's changed. Okay, good. Listen. We're pretty familiar with Neustar, and we've looked at them previously. I'd say the most significant thing they've done in their four-plus years has been to take the OneID online identity resolution platform from a vision to a reality. That's been an enormous tech investment. It's also been an enormous investment in data. They really expanded the digital signals. A ton of data science to corroborate from different information sets to determine which devices, which behaviors, which locations, which of an infinite number of combinations of those actually reflect a real consumer versus a fraudster, right? That information, an authoritative digital identity asset, powers a lot of different solutions for customers. That's number one. I would say it's the technology. I would say it's the expansion of the data. I would say it's the extensive data science in AI to really mung all of this stuff together and extract its full power and potential. The business is also just it's been restructured. It's leaner. It's more focused now. Again, four or five years ago, when they were taken private by Golden Gate, they had an internet registry business. They did some with DDoS, attack prevention. They had a security business. Those were things that just didn't fit with our strategy. Over time, they improved those businesses and divested them. Now we're getting surgically what we really wanted all along, and we're combining it with our businesses. Having pursued developing these markets for the past four years and gotten considerably smarter about what it takes to win in the market. You mentioned that they are tracking for 8% organic growth on almost $600 million in revenue. That's really strong, and I think next year, if we weren't acquiring them, I believe that their top-line growth would accelerate. They're also starting to see material cost savings from their own efficiency programs here, of which there's a broad number. It won't surprise you that they're doing, and have done, many of the exact same things that TransUnion has done as part of our transformation. First, post-LBO ownership, and then post-IPO, as we continue to evolve and improve the way we operate, our technological foundation, our go-to market in many different verticals and the like. I think we really are acquiring a business that is positioned to grow the top line faster with a lot of bottom-line benefits. We're going to come together and look, there will be a lot of opportunities to operate more efficiently as a combined enterprise. During this deal process, we had extensive teams working together to model the revenue synergy potential by enhancing our products with the complementary data that I've been describing. Validating the savings potential for the programs that they have in place and really starting to model out what a future organization could look like and just how fast we can grow, how much EBITDA we can deliver, and the amount of capital that we can free up for further investment. Look, this deal is about growth. The business is already growing. We can grow it better, and we can deliver some nice profitability to shareholders over time as well. Thank you. The next question is from Gary Bisbee with Bank of America Merrill Lynch. Please go ahead. Hey, guys. Good morning. I guess I'm still struggling a little bit to understand what exactly is sort of proprietary or the unique value add here. You reference they have high-quality data. You talked a lot about their technology platform, the online identity platform being better than what you'd been developing. What really is the unique factor here around the business that adds value? I guess that's really the question. Thanks. Hey, Gary. Thanks for that question. Two dimensions of that. No one player has all of the data that's out there and that you'd like to have. Even where we have the same data sets, we're talking about intersecting balls on a Venn diagram. At a minimum, our coverage across key categories of people, device, households, locations, et cetera, gets broader and more authoritative against the industry standard. We feel good about that. Also, Neustar serves hundreds of really large customers and has the right to use the proprietary customer information that flows from those relationships to corroborate objectively other information that Neustar acquires independently. That's a capability and an approach to strengthening a data asset that's very common across the information industry. When we add all that they've got in their relationships, it just strengthens our position further. Resolving identity based on a myriad of digital ID inputs is non-trivial. The data science, how you stitch it all together, and the AI intelligence that you develop, the algorithmic side of this is also very advanced at Neustar. It's a huge differentiator in combination with TransUnion's extensive volumes of data. Thank you. The next question is from Hamzah Mazari with Jefferies. Please go ahead. Good morning. Thank you. My question is just around the organic growth. Is there a material difference in the growth profile between fraud communications and marketing? Maybe you could tie in what's the timing of revenue synergies to roll through and other revenue synergies additive to the 40% margin you referenced? Thank you. Hey, good morning, Hamzah, thank you for the question. This is Todd, as I stated in my prepared remarks the high growth areas at Neustar are primarily in marketing and fraud, that's what just makes us so excited about this acquisition. As you know those are areas of significant importance to us as we've made investments over the last several years to bolster our capabilities in those two areas. Bringing together these complementary capabilities. The growth will definitely be strongest in marketing and fraud. However, the communications business that Neustar has is also incredibly attractive, we see a significant amount of applicability as TransUnion also has some very meaningful relationships in the communications space. Again, complementary. We're expecting growth to come from there. As far as when the revenue synergies are expected to arrive, I think we're taking a very thoughtful approach as to what's realistic about when revenue synergies can actually bear some fruit just through the number of acquisitions that we've done over the years. As we've already said, Neustar is already on a growth path. We're expecting them to grow 8% on their own next year. They would also grow very strong. As our teams work together and we get into integration, we expect that we'll start to see meaningful revenue synergies start to show up in 2023. As far as the margin is concerned, again, as we use 2022 as a year to integrate and work together with Neustar, we'll have the benefit of the revenue synergies that I talked about. In addition to that, there'll also be the cost synergy side of this. I think it's just important to underscore that Neustar has been under their own cost management plan that throughout due diligence we went and validated. We're going to continue to partner with them to see that through to fruition. We also just see a meaningful opportunity for cost savings. For example, in vendor rationalization, technology spend optimization, there's data cost reductions, and then just the footprint rationalization. Then, of course, there's always the issue of potential redundant positions. With that being said, TransUnion has many open roles across the company, and as we've highlighted several times, we're really excited about the talent that we're acquiring. We're optimistic through the open roles that we have that we'll be able to find a home for many of the associates there. Yeah, Neustar has great talent in this field of innovation and growth. That talent is going to find really great opportunities to develop their career at TransUnion. I think just quickly, let me pull the lens back a bit. We've been very fortunate at TransUnion that we've delivered great organic growth over this past investment generation, if you will. The key to continuing to grow in the way that we've grown is to broaden our value proposition in markets that are both very large and fast-growing. Now, the credit market is large and fast-growing and very dynamic with the influx of tech competitors and just the ability that financial players have to reinvent how they serve customers given technology today. Equally large is e-commerce globally and digital fraud mitigation. We've been playing in that market in a material way. iovation was a huge step forward in modernizing our capability and giving us a really exciting digital asset, and an asset that's really based on real-time identity resolution and device reputation. The other market that's really large, dynamic, and fast-growing is digital marketing services. Again, being really competitive in fraud and digital marketing requires you being best in class in identity resolution. To do that, you got to have the best data analytics and platform, and I think we can build it with this combination. Thank you. The next question is from Andrew Jeffrey with Truist. Please go ahead. Hi. Good morning. I'll appreciate you taking the question. Hey, Chris, clearly a pretty bold strategic move here and appreciate the fraud complementary nature of this deal. Thinking about marketing, this is a newer kind of vertical for TU. Can you talk about how much of the Neustar business is offline today versus online, and how much of that transition is going to be critical to the growth? I'm also thinking about the relatively sort of murky post-cookie marketing world. I'm not an expert, it seems like it's early days, I wonder if you can talk just a little bit about how this business increases its relevance in more of an online environment, digital environment. Yeah. I want to be clear. Neustar's offering is highly weighted toward online. It's digital marketing based on digital identity resolution and digital audience development on campaign planning and activation and campaign measurement, right. This is a business that's highly focused in the fast-growing world of online marketing. We feel very good about its orientation. Your question is interesting and also a little bit ironic because people forget that TransUnion and all the bureaus, a big part of our business today is supporting marketing of consumer lending to appropriate audiences. What we do, obviously, is because we've got authoritative information and complete information on the credit activities of consumers in various countries in which we compete, we've got analytic tools, first and foremost, that help marketers understand what's going on and then identify attractive segments that they'd like to participate in, to then model different offers that they might make to the segments. Ultimately, to run batch marketing activities where we will pull a pre-screened list of consumers that are probably most appropriate for the offers that they want to extend. At that point, our role in the marketing process ends. We don't do physical mail fulfillment. With the Neustar acquisition, we're going to be able to help them actually target, not only determine the customers that they want to reach, but to help them reach those customers, and then ensure when they do engage, that they're engaging with the right customer in a legitimate and secure transaction. In short, we're just helping our customers do more of the things that they do today and need assistance with in a more seamless and integrated way. The final thing I really want to double-click on is TransUnion's entry into digital marketing and Neustar's is entirely founded on flourishing in the post-cookie world. Yes, we've got cookies, but we've got IP addresses, device IDs, mobile ad IDs. We've got the most extensive and authoritative PII and more, right? As the cookie demises, the market moves toward our strength. With the acquisition of Neustar, we just got a heck of a lot stronger. Appreciate it. Thank you. The next question is from Shlomo Rosenbaum with Stifel. Please go ahead. Hi, thank you very much for taking my question. I hope you will indulge a two-part question. One, just maybe walking us through in the different verticals, the specific examples of where each company may not have been able to provide a certain kind of service or fully provide it, and then by combining them, you're able to do that in the subverticals. I guess very importantly, Chris, I know you're very focused on technology. How hard is it going to be to integrate your technology with the Neustar technology in terms of having the vast coverage and coming up with new products? How much of a nudge is that to crack? Maybe you could give us some color on that. Thank you. Let me start with the technology side, then I'll get into the complementary product positions in the different solutions areas that you mentioned. I'll give you some examples of those. In terms of bringing our data into the OneID platform, one of the things that distinguishes OneID is the speed and ease with which they can ingest data and they can algorithmically fuse it and append it to all the related data elements in that ecosystem. It's as good a capability as we have seen, and it's a capability, frankly, that we can see using across our enterprise over time and getting some further benefit out of the transaction. Let's start in fraud. TU is very strong in online fraud mitigation today. We get better because of the addition of Neustar's data. We get even more complete from the perspective of the large enterprise with their telephony fraud mitigation solutions and their call answering and optimizing capabilities. Because look, to fully protect your enterprise, you've got to protect both e-commerce transactions and call center transactions. Typically, what you see is when your mitigation gets stronger in one area, the fraudsters migrate to the other area. We're going to be able to offer solutions to both areas that integrate, then the fraud signal or the fraud experience that's coming out of either the call center or from the online channels is all going to flow into the underlying analytics warehouse, if you will, that will underpin our combined solutions. That's going to allow even more effective risk score development for enterprises that are using both of our solutions. In the marketing area, I mean, look, we made a series of acquisitions. Tru Optik most recently. Tru Optik gives us great data and insights into the connected home, which is, as you know, a super fast-growing and emerging area. Neustar has a far more developed and evolved set of front-end digital marketing capabilities. In a way, we're merging our capabilities into their advanced capabilities and our data and our matching capabilities, which are really unparalleled, are really going to benefit them in that way. Let me pause. Okay, great. Thank you all very much. Chris and Todd are actually down in Reston, Virginia today meeting with the Neustar team. They have another meeting in just a couple of minutes that they need to transition into. We do need to wrap up the call there. Thanks everybody for joining us again this morning, and we look forward to continuing this dialogue around a very exciting acquisition. Wishing you all a great day. Bye-bye. The conference has now concluded. Thank you for attending today's presentation. You may now disconnect your lines.