As filed with the Securities and Exchange Commission on February 12, 2007

Registration No. 333-             

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Solera Holdings, LLC*
(Exact name of Registrant as specified in its charter)

6111 Bollinger Canyon Road, Suite 200
San Ramon, California 94583
(925) 866-1100
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Jack Pearlstein
Chief Financial Officer
Solera Holdings, LLC
6111 Bollinger Canyon Road, Suite 200
San Ramon, California 94583
(925) 866-1100
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

        Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

        If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box.  o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  o

CALCULATION OF REGISTRATION FEE

(1)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

(2)

Includes offering price of additional shares which the underwriters have the option to purchase.

*

The registrant's board of managers has approved the conversion of the registrant into a corporation to be named Solera Holdings, Inc. The conversion will become effective prior to the completion of this offering.

        The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated February 12, 2007

                Shares

Solera Holdings, Inc.

Common Stock

        This is an initial public offering of shares of common stock of Solera Holdings, Inc.

        We are offering             of the shares to be sold in the offering. The selling stockholders identified in this prospectus are offering an additional             shares. We will not receive any of the proceeds from the sale of shares being sold by the selling stockholders.

        Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $                     and $                    . We intend to list our common stock on the New York Stock Exchange under the symbol "SLH."

        See "Risk Factors" beginning on page 8 to read about factors you should consider before buying shares of our common stock.

        Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

        To the extent that the underwriters sell more than                shares of common stock, the underwriters have the option to purchase up to an additional                 shares from certain existing stockholders at the initial public offering price less the underwriting discount.

        The underwriters expect to deliver the shares against payment in New York, New York on        , 2007.

Prospectus dated                          , 2007.

TABLE OF CONTENTS

PROSPECTUS SUMMARY

        This summary highlights information contained elsewhere in this prospectus. Before investing in our common stock, you should read the entire prospectus carefully, including the section entitled "Risk Factors", our financial statements and the related notes included elsewhere in this prospectus. Unless the context requires otherwise, the terms "we," "us," "our," "our company" and "our business" collectively refer to: (1) the combined operations of the Claims Services Group of Automatic Data Processing, Inc., or ADP, for periods prior to its acquisition by Solera Holdings, LLC, (2) the consolidated operations of Solera Holdings, LLC, for the periods following its April 2006 acquisition of the Claims Services Group and prior to the completion of our corporate reorganization, and (3) Solera Holdings, Inc. as of the completion of our corporate reorganization and thereafter. Our fiscal year ends on June 30 of each year. Fiscal years are identified in this prospectus according to the calendar year in which they end. For example, the fiscal year ended June 30, 2006 is referred to as "fiscal 2006." All share numbers in this prospectus are based on an assumed initial public offering price of $               , the midpoint of the range set forth on the cover of this prospectus.

Our Company

        We are the leading global provider of software and services to the automobile insurance claims processing industry. Our customers include more than 900 automobile insurance companies, including nine of the ten largest automobile insurance companies in Europe and each of the ten largest automobile insurance companies in North America. We also provide our software and services to over 33,000 collision repair facilities, 7,000 independent assessors and 3,000 automotive recyclers. Our software and services help our customers:

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estimate the costs to repair damaged vehicles;



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determine pre-collision fair market values for vehicles damaged beyond repair;



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automate steps of the claims process;



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outsource steps of the claims process that insurance companies have historically performed internally; and



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improve their ability to monitor and manage their businesses through data reporting and analysis.

        The automobile insurance claims process is complex and time-consuming, with multiple steps requiring significant interaction among several parties. Our software and services automate and simplify this process, and include:

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estimating and workflow software that helps our customers determine vehicle repair costs, calculate the fair market values of vehicles, connect with other industry participants and manage the overall claims process;



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salvage and recycling software that helps automotive recyclers manage their inventory and locate, sell and exchange vehicle parts;



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business intelligence and consulting services that help our customers assess and monitor their performance through customized data, reports and analyses; and



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shared services that help insurance companies outsource claims-related tasks, such as estimate reviews and policyholder interaction.

        We generated pro forma revenues of $430.2 million in fiscal 2006 and revenues of $111.5 million for the three months ended September 30, 2006.

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Industry Trends

        We estimate that the global automobile insurance industry processes over 100 million claims per year. The primary participants in the automobile insurance claims process are automobile insurance companies, collision repair facilities, independent assessors and automotive recyclers. Our business is affected by trends associated with these participants, including:

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growth in the number of worldwide vehicles;



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an increasing percentage of vehicles that are covered by automobile insurance;



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initiatives by automobile insurance companies and other industry participants to reduce costs and increase claims processing efficiency; and



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increased use of recycled and aftermarket parts.

Key Competitive Strengths

        Leading Global Provider.    We operate in 45 countries across five continents and believe we are either the largest or second-largest provider of automobile insurance claims processing software and services in each of our markets.

        Significant Barriers to Entry.    We believe our proprietary databases pose barriers to entry due to the significant capital investment and time that would be required to replicate and customize them for use in local markets. We have developed our proprietary repair estimating database over the last 35 years.

        Long-Standing Relationships with Customers.    Our relationships with our ten largest customers in Europe and North America date back, on average, 16 and 17 years, respectively.

        History of Developing New Software and Services.    We continually develop new software and services to meet our customers' needs through both internal development and the acquisition and licensing of third-party products and technology.

        Attractive Operating Model.    We believe we have an attractive operating model due to the recurring nature of our revenues, the scalability of our databases and software and the significant operating cash flow we generate.

Business Strategy

        Broaden the Scope of our Software and Services.    We intend to further broaden the capabilities, features and functionality of our claims processing software, as well as the breadth of our service offerings.

        Expand Customer Base in Existing Markets.    We seek to expand our customer base in existing markets by competing on the quality of our software and services, our industry expertise and our strong industry relationships.

        Expand into New Markets.    We intend to expand in markets where we have recently established operations, such as China and India, and enter markets where we currently have no operations.

        Improve Operational Efficiencies.    We have identified and targeted several operational efficiency initiatives, including the elimination of database and infrastructure redundancies; productivity and technological enhancements; and reduction of overhead.

        Pursue Strategic Acquisitions.    We plan to supplement our organic growth by acquiring businesses or technologies to expand the range of our services, increase our customer base and enter new markets.

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Our History

        Our operations began in 1966, when Swiss Re Corporation founded our predecessor. Solera was founded in February 2005 by our Chief Executive Officer, Tony Aquila, and private equity firm GTCR Golder Rauner II, L.L.C., or GTCR. On April 13, 2006, Solera acquired the Claims Services Group from ADP for approximately $1.0 billion. We refer to this acquisition in this prospectus as the Acquisition.

        We are currently a limited liability company. Our board of managers has approved the terms of a corporate reorganization that will occur prior to and is contingent upon the completion of this offering and includes our conversion into a Delaware corporation.

The Refinancing Transactions

        This offering is one of a series of transactions, which we collectively refer to in this prospectus as the refinancing transactions, which also include:

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the repayment of a portion of the indebtedness outstanding under our existing first lien credit facility, and all of the indebtedness outstanding under our existing second lien and subordinated unsecured credit facilities, including the payment of related prepayment premia; and



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the refinancing of our remaining indebtedness of approximately $             million pursuant to an amended and restated senior credit facility.

        We expect that our amended and restated senior credit facility will consist of a $          million revolving loan, a $            million term loan and a €                  million term loan. We anticipate that the entire principal amount of the revolving loan will be available immediately following the closing of the refinancing transactions.

Risks Affecting Us

        You should carefully consider the information under the heading "Risk Factors" beginning on page 8 of this prospectus and all other information in this prospectus before investing in our common stock.

Corporate and Other Information

        Our principal executive offices are located at 6111 Bollinger Canyon Road, Suite 200, San Ramon, California 94583, and our telephone number is (925) 866-1100. Our website is www.solerainc.com. The information contained in, or that can be accessed through, our website is not a part of this prospectus and should not be relied upon in determining whether to make an investment in our common stock.

        This prospectus refers to brand names, trademarks, service marks and trade names of us and other companies and organizations, and these brand names, service marks and trade names are the property of their respective holders.

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The Offering

        The number of shares of our common stock to be outstanding after this offering is based on             shares outstanding as of             , 2007 and excludes              additional shares to be reserved for issuance under our 2007 Long-Term Equity Incentive Plan and our 2007 Employee Stock Purchase Plan.

        Except as otherwise indicated, all information in this prospectus assumes:

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the effectiveness, prior to the completion of this offering, of our reorganization as a Delaware corporation and the conversion of all of our limited liability units into shares of common stock;



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the completion of the other refinancing transactions;



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the effectiveness of our certificate of incorporation and the adoption of our by-laws prior to the completion of this offering; and



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no exercise of the underwriters' option to purchase additional shares.

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Summary Historical and Pro Forma Financial Data

        The following tables summarize our historical and pro forma financial data for the periods presented. We derived the summary historical consolidated financial data as of and for the year ended June 30, 2006 from the audited consolidated financial statements of Solera Holdings, LLC included elsewhere in this prospectus. We derived the summary historical combined financial data as of and for the years ended June 30, 2004 and 2005 and for the period from July 1, 2005 to April 13, 2006 from the audited combined financial statements of the Claims Services Group included elsewhere in this prospectus. We derived the summary historical combined financial data for the three months ended September 30, 2005 from the unaudited combined financial statements of the Claims Services Group, which are not included in this prospectus. We derived the summary historical consolidated financial data as of and for the three months ended September 30, 2006 from the unaudited condensed consolidated financial statements of Solera Holdings, LLC, which are included elsewhere in this prospectus. Prior to the Acquisition, the Claims Services Group operated as a business unit of ADP. As a result, the historical financial data of our predecessor included in this prospectus do not necessarily reflect what our financial position or results of operations would have been had we operated the business as a separate, stand-alone entity during those periods. We sometimes refer to the Claims Services Group as our "predecessor."

        The unaudited pro forma statement of operations data for fiscal 2006 give effect to the Acquisition, the corporate reorganization and the refinancing transactions, including the completion of this offering and the application of the net proceeds therefrom as described under "Use of Proceeds," as if each occurred on July 1, 2005. The unaudited pro forma statement of operations data for the three months ended September 30, 2006 give effect to our corporate reorganization and the refinancing transactions, including the completion of this offering and the application of the net proceeds therefrom as described under "Use of Proceeds," as if each occurred on July 1, 2005. The unaudited pro forma balance sheet data as of September 30, 2006 give effect to our corporate reorganization and the refinancing transactions, including the completion of this offering and the application of the net proceeds therefrom as described under "Use of Proceeds," as if each occurred on September 30, 2006.

        The pro forma financial data are for informational purposes only and should not be considered indicative of actual results that would have been achieved had the specified transactions been completed on the dates indicated and do not purport to indicate what our financial position or results of operations might be as of any future date or for any future period.

        The following summary historical and pro forma financial data should be read together with "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Unaudited Pro Forma Combined Financial Statements" and the historical financial statements and related notes included elsewhere in this prospectus.

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(1)

The Claims Services Group was owned by ADP until Solera acquired it on April 13, 2006.

(2)

The statement of operations data for fiscal 2006 include the results of operations for our predecessor from April 14, 2006 and the results of operations for Solera Holdings, LLC for all of fiscal 2006. Financial information presented reflects adjustment of assets and liabilities to then-fair value at the date of the Acquisition, which is used as the basis for amounts included in our results of operations from April 14, 2006 until June 30, 2006. Prior to the Acquisition, Solera's operations consisted primarily of developing our business plan, recruiting personnel, providing consulting services, raising capital and identifying and evaluating operating assets for acquisition.

(3)

We define EBITDA, as adjusted, as the sum of (1) net income (loss), (2) income tax provision (benefit), (3) interest expense, (4) depreciation and amortization, (5) other (income) expense, net, (6) restructuring charges, (7) impairment charges, (8) equity-based

6

compensation expense and (9) Acquisition-related costs. EBITDA, as adjusted, does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by U.S. generally accepted accounting principles, or GAAP, and our calculation thereof is not comparable to that reported by other companies. We have excluded from EBITDA, as adjusted, the effects of restructuring charges, costs directly related to the Acquisition, certain impairment charges and the effects of charges relating to equity-based compensation awards, in each case because our management believes that certain of these items may not occur in future periods or are non-cash in nature, the amounts recognized can vary significantly from period to period and these items do not facilitate an understanding of our operating performance. Our management uses EBITDA, as adjusted, as a means of evaluating our operating performance and comparing our performance both against our operations in prior periods and those of other companies with different capital structures. Annual bonus payments to our management are also based, in large part, on the achievement of specified levels of EBITDA, as adjusted. We believe that EBITDA, as adjusted, is useful to investors, when presented along with the primary GAAP presentation of net income (loss) and the related discussion in "Management's Discussion and Analysis of Financial Condition and Results of Operations," because it provides them with information relating to our operating results on the same basis as that used by our management, and because it will help investors assess our compliance with debt covenants. EBITDA, as adjusted, has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

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it does not reflect our capital expenditures or future requirements for capital expenditures or contractual commitments;



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it does not reflect changes in, or cash requirements for, our working capital needs;



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it does not reflect the significant interest expense or cash requirements necessary to service interest or principal payments on our debt;



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although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA, as adjusted, does not reflect any cash requirements for such replacements;



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restructuring and impairment charges reflect costs associated with strategic decisions about resource allocations made in prior periods, and we may incur similar charges and losses in the future; and



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other companies in our industry calculate EBITDA, as adjusted, differently than we do, limiting its usefulness as a comparative measure.


Because of these limitations, you should not consider EBITDA, as adjusted, as a measure of our earnings as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA, as adjusted, only supplementally to evaluate our performance.

The following is a reconciliation of EBITDA, as adjusted, to net income (loss), the most directly comparable GAAP measure:

(a)

For the period ended April 13, 2006, Claims Services Group's Acquisition-related costs of $1.7 million consisted of $1.6 million of transaction and retention compensation and $0.1 million of legal fees, professional fees, severance costs and other transition costs. For the fiscal year ended June 30, 2006, our Acquisition-related costs of $1.6 million consisted of $0.5 million of expense related to the exercise by our employees of ADP stock options and $1.1 million of legal fees, professional fees, severance costs and other transition costs. For the three months ended September 30, 2006, our Acquisition-related costs of $0.9 million consisted of legal fees, professional fees, severance costs and other transition costs.

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RISK FACTORS

        The purchase of our common stock involves significant investment risks. You should consider the risks set forth below, as well as other information contained in this prospectus, carefully before making a decision to invest in our common stock. If any of the following risks actually materializes, then our business, financial condition and results of operations would suffer. In addition, there may be risks of which we are currently unaware or that we currently regard as immaterial based on the information available to us that later prove to be material. These risks may adversely affect our business, financial condition and operating results. As a result, the trading price of our common stock could decline, and you could lose some or all of your investment. You should read the section entitled "Forward-Looking Statements" immediately following these risk factors for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this prospectus.

Risks Related to Our Business

We depend on a limited number of customers for a substantial portion of our revenues, and the loss of, or a significant reduction in volume from, any of these customers would harm our financial results.

        We derive a substantial portion of our revenues from sales to large insurance companies. In fiscal 2006, we derived 17.0% of our pro forma revenues from our ten largest insurance company customers. The largest three of these customers accounted for 5.1%, 3.5% and 1.9%, respectively, of our pro forma revenues during this period. A loss of one or more of these customers would result in a significant decrease in our revenues, including the business generated by collision repair facilities associated with those customers. In April 2006, we lost a customer contract during its renewal phase that accounted for pro forma revenues in fiscal 2006 of approximately $4.3 million. In January 2007, one of our large U.S. insurance company customers, who is currently our principal customer for shared services, delivered a notice of breach of contract to us, which may negatively impact our contractual relationships with that customer. Furthermore, many of our arrangements with European customers are terminable by them on short notice or at any time. In addition, disputes with customers may lead to delays in payments to us, terminations of agreements or litigation. Additional terminations or non-renewals of customer contracts or reductions in business from our large customers would harm our business, financial condition and results of operations.

Competitive pressures may require us to significantly lower our prices.

        Pricing pressures have required us to significantly lower prices for some of our software and services in several of our markets. We may be required to implement further price reductions in response to the following:

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price reductions by competitors;



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the consolidation of property and casualty insurance companies;