Dun & Bradstreet Announces Pricing of Senior Secured and Senior Unsecured Notes Offerings by Star Merger Sub, Inc.
Merger Sub intends to use the net proceeds from the Notes offerings, together with borrowings under new senior secured credit facilities and cash equity contributions, to (i) finance the consummation of the Merger and the other transactions contemplated by the Merger Agreement, (ii) repay in full all outstanding indebtedness under the Company’s existing credit facilities, (iii) fund the redemption of all the Company’s existing senior notes and (iv) pay related fees, costs, premiums and expenses in connection with these transactions.
Upon consummation of the Merger, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation. The Notes will be guaranteed, in the case of the Secured Notes, on a senior secured basis, and, in the case of the Unsecured Notes, on a senior unsecured basis, in each case, by each of the Company’s existing and future wholly-owned U.S. restricted subsidiaries that will guarantee the Company’s new senior secured credit facilities. The Secured Notes and related guarantees will be secured on a first-priority basis by liens on all assets of the Company and the guarantors that secure the new senior secured credit facilities.
The Notes and the related guarantees are being offered to persons
reasonably believed to be qualified institutional buyers in reliance on
Rule 144A under the Securities Act of 1933, as amended (the “Securities
Act”), and to non-U.S. persons outside
This press release is neither an offer to sell nor a solicitation of an offer to buy any securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of any securities in any jurisdiction in which such offer, solicitation or sale is unlawful.
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are often identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “will” and other similar words or expressions. Statements regarding the Notes offerings, the use of proceeds and the Merger contain forward-looking statements.
Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from the Company’s expectations as a result of a variety of factors. Such forward-looking statements are based upon management’s current expectations and include known and unknown risks, uncertainties and other factors, many of which the Company is unable to predict or control, that may cause the Company’s actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the ability to complete the offerings, the related financings and the Merger in a timely manner or at all (which may adversely affect the Company’s business).
Additional information concerning these and other important risks and
uncertainties can be found in the Company’s Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed or
furnished with the
The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.