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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant o

Check the appropriate box:

ý

 

Preliminary Proxy Statement

o

 

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

 

Definitive Proxy Statement

o

 

Definitive Additional Materials

o

 

Soliciting Material pursuant to §240.14a-12

 

THE DUN & BRADSTREET CORPORATION

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

o

 

No fee required.

ý

 

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
    (1)   Title of each class of securities to which transaction applies: Common stock, par value $0.01 per share ("common stock")
        
 
    (2)   Aggregate number of securities to which transaction applies: 37,613,297 shares of common stock, which is an estimate of the number of shares of common stock that will be outstanding as of the closing of the transaction based on the per-share merger consideration of $145.00 (including shares of common stock issuable under restricted stock units and performance-based restricted stock units).
        
 
    (3)   Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying 0.0001245 by $5,453,928,065.00, which, solely for the purpose of calculating the filing fee, represents the underlying value of the transaction, calculated based on the sum of issued and outstanding shares of common stock multiplied by $145.00 per share.
        
 
    (4)   Proposed maximum aggregate value of transaction: $5,453,928,065.00
        
 
    (5)   Total fee paid: $679,014.04
        
 

o

 

Fee paid previously with preliminary materials.

o

 

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

(1)

 

Amount Previously Paid:
        
 
    (2)   Form, Schedule or Registration Statement No.:
        
 
    (3)   Filing Party:
        
 
    (4)   Date Filed:
        
 

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PRELIMINARY PROXY STATEMENT, SUBJECT TO COMPLETION, DATED SEPTEMBER 12, 2018

LOGO

THE DUN & BRADSTREET CORPORATION

[·], 2018

Dear Stockholder:

        You are cordially invited to attend a special meeting of the stockholders of The Dun & Bradstreet Corporation ("D&B") to be held at The Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, NJ 07078 on [·], 2018 at [·] Eastern Time (the "special meeting").

        At the special meeting, stockholders will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of August 8, 2018 (as amended or modified from time to time, the "merger agreement"), among D&B, Star Parent, L.P. ("Parent") and Star Merger Sub, Inc. ("Merger Sub"). Subject to the terms and conditions of the merger agreement, Merger Sub will be merged with and into D&B and D&B will survive the merger as a wholly owned subsidiary of Parent (the "merger"). Parent and Merger Sub were formed by affiliates of CC Capital Partners LLC ("CC Capital") and Bilcar, LLC ("Bilcar") and, as of immediately prior to the closing of the merger, will be owned by affiliates of each of CC Capital, Bilcar, Cannae Holdings, Inc. ("Cannae") and funds affiliated with Thomas H. Lee Partners, L.P. (collectively, "THL") and certain other co-investors (collectively, the "Investor Group").

        If the merger is completed, our stockholders will have the right to receive $145.00 in cash, without interest and subject to any applicable withholding taxes, for each share of common stock, par value $0.01 per share, of D&B ("D&B common stock"), other than excluded shares (as defined in the accompanying proxy statement), that they own immediately prior to the effective time of the merger, which represents a premium of approximately 30% to D&B's closing share price of $111.63 on February 12, 2018 (the "unaffected date"), which was the last day of trading prior to D&B's announcement of the departure of its Chairman and CEO on February 12, 2018 and public indication on February 13, 2018 of its willingness to consider all options for value creation that may be identified. Approval of the proposal to adopt the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of D&B common stock entitled to vote thereon.

        D&B common stock is listed on the New York Stock Exchange (the "NYSE") under the symbol "DNB". The closing price of D&B common stock on the NYSE on [·], 2018, the most recent practicable date prior to the date of the accompanying proxy statement, was $[·] per share.

        The D&B board of directors (the "Board") has reviewed and considered the terms and conditions of the merger agreement and the merger and has determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to, and in the best interests of, D&B and its stockholders and has approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, and resolved to recommend that the merger agreement be adopted by D&B's stockholders. The Board made its determination after consultation with its outside legal counsel and financial advisor and consideration of a number of factors more fully described in the accompanying proxy statement. The Board recommends that you vote "FOR" the proposal to adopt the merger agreement.

        At the special meeting, stockholders will also be asked to vote on (i) a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid to D&B's named executive officers by D&B based on or otherwise relating to the merger, as required by the rules adopted by the U.S. Securities and Exchange Commission (the "SEC") and (ii) a proposal to approve an adjournment of the special meeting, from time to time, if necessary or appropriate, to solicit additional votes for the


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approval of the proposal to adopt the merger agreement. The Board recommends that you vote "FOR" each of these proposals.

        The Board is soliciting your proxy to assure that a quorum is present and that your shares are represented and voted at the special meeting and any postponement or adjournment thereof.

        If your shares are held in "street name," you should instruct your bank, brokerage firm or other nominee how to vote your shares on each proposal in accordance with your voting instruction form.

        The merger cannot be completed unless D&B stockholders adopt the merger agreement. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend the special meeting in person, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the special meeting. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. If you fail to return your proxy card and you are a holder of record on the record date, unless you attend the special meeting in person, the effect will be that your shares of common stock will not be considered present at the special meeting for the purpose of determining whether a quorum is present at the special meeting and will have the same effect as a vote "AGAINST" the adoption of the merger agreement. Similarly, if you hold your shares in "street name" and fail to instruct your bank, brokerage firm or other nominee how to vote your shares, your shares will not be counted for purposes of determining whether a quorum is present and will have the same effect as a vote "AGAINST" the adoption of the merger agreement.

        The accompanying proxy statement contains detailed information about D&B, the special meeting, the merger agreement, the merger and the merger-related named executive officer compensation proposal. A copy of the merger agreement is attached as Annex A to the accompanying proxy statement and incorporated therein by reference. We urge you to, and you should, read the entire proxy statement carefully, including the merger agreement and the other annexes and the documents referred to or incorporated by reference in the accompanying proxy statement. You may obtain additional information about D&B from documents we have filed with the SEC.

        If you have any questions or need assistance voting your shares of our common stock, please contact Morrow Sodali LLC ("Morrow"), our proxy solicitor, by phone at (800) 662-5200 or by email at DNB@morrowsodali.com.

        Thank you for your confidence in D&B.

  Sincerely,

 

James N. Fernandez
Chairman of the Board of Directors
The Dun & Bradstreet Corporation

        Neither the SEC nor any state securities regulatory agency has approved or disapproved of the merger, passed upon the merits or fairness of the merger agreement or the merger or determined if the accompanying proxy statement is accurate or complete. Any representation to the contrary is a criminal offense.

        The accompanying proxy statement is dated [·], 2018 and, together with the enclosed form of proxy card, is first being mailed to D&B stockholders on or about [·], 2018.


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LOGO


THE DUN & BRADSTREET CORPORATION
103 JOHN F. KENNEDY PARKWAY
SHORT HILLS, NJ 07078

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

DATE & TIME   [·], 2018 at [·], Eastern Time

PLACE

 

The Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, NJ 07078

ITEMS OF BUSINESS

 

To consider and vote on a proposal to adopt the Agreement and Plan of Merger, dated as of August 8, 2018 (as amended or modified from time to time, the "merger agreement"), among The Dun & Bradstreet Corporation ("D&B"), Star Parent L.P. and Star Merger Sub, Inc. (the "merger proposal"); a copy of the merger agreement is attached to the accompanying proxy statement as Annex A and is incorporated therein by reference;

 

To consider and vote on a proposal to approve, on a non-binding, advisory basis, certain compensation that will or may be paid by D&B to its named executive officers that is based on or otherwise relates to the merger (the "named executive officer merger-related compensation proposal");

 

To consider and vote on a proposal to approve an adjournment of the special meeting of D&B stockholders (the "special meeting") from time to time, if necessary or appropriate, for the purpose of soliciting additional votes for the approval of the merger proposal (the "adjournment proposal"); and

 

To transact such other business as may properly be brought before the special meeting, or any adjournments or postponements of the special meeting, by or at the direction of the D&B board of directors (the "Board").


RECORD DATE

 

Only holders of record of our common stock, par value $0.01 per share ("D&B common stock"), at the close of business on [·], 2018 (the "record date") are entitled to notice of, and to vote at, the special meeting and at any adjournment or postponement of the special meeting.

VOTING BY PROXY

 

Your vote is very important, regardless of the number of shares you own. The Board is soliciting your proxy to assure that a quorum is present and that your shares are represented and voted at the special meeting. For information on submitting your proxy over the Internet, by telephone or by mailing back the traditional proxy card (no extra postage is needed for the provided envelope if mailed in the U.S.), please see the attached proxy statement and enclosed proxy card. If you later decide to vote in person at the special meeting, information on revoking your proxy prior to the special meeting is also provided.

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RECOMMENDATIONS   The Board recommends that you vote:

 

"FOR" the merger proposal;

 

"FOR" the named executive officer merger-related compensation proposal; and

 

"FOR" the adjournment proposal.


APPRAISAL

 

D&B stockholders who do not vote in favor of the proposal to adopt the merger agreement will have the right to seek appraisal of the fair value of their shares of D&B common stock, as determined in accordance with Section 262 of the General Corporation Law of the State of Delaware (the "DGCL"), if they deliver a demand for appraisal before the vote is taken on the merger agreement and comply with all the requirements of Delaware law, including Section 262 of the DGCL, which are summarized in the accompanying proxy statement. Section 262 of the DGCL is reproduced in its entirety in Annex C to the accompanying proxy statement and is incorporated therein by reference.

        YOUR VOTE IS VERY IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING IN PERSON, PLEASE SUBMIT A PROXY TO VOTE YOUR SHARES OVER THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS CONTAINED IN THESE MATERIALS OR COMPLETE, DATE, SIGN AND RETURN A PROXY CARD AS PROMPTLY AS POSSIBLE. IF YOU RECEIVE MORE THAN ONE PROXY BECAUSE YOU OWN SHARES REGISTERED IN DIFFERENT NAMES OR ADDRESSES, EACH PROXY SHOULD BE SUBMITTED. IF YOU DO NOT SUBMIT YOUR PROXY OR VOTE IN PERSON AT THE SPECIAL MEETING ON THE MERGER PROPOSAL, IT WILL HAVE THE SAME EFFECT AS A VOTE "AGAINST" THE MERGER PROPOSAL. IF YOU HOLD YOUR SHARES IN "STREET NAME" AND DO NOT INSTRUCT YOUR BANK, BROKERAGE FIRM OR OTHER NOMINEE HOW TO VOTE YOUR SHARES, IT WILL HAVE THE SAME EFFECT AS A VOTE "AGAINST" THE MERGER PROPOSAL.

        Your proxy may be revoked at any time before the vote at the special meeting by following the procedures outlined in the accompanying proxy statement.

        If your shares are held by a bank, brokerage firm or other nominee and you wish to vote in person at the special meeting, you must bring to the special meeting a proxy from the bank, brokerage firm or other nominee that holds your shares authorizing you to vote in person at the special meeting. Please also bring to the special meeting your account statement evidencing your beneficial ownership of D&B common stock as of the record date. All stockholders should also bring photo identification.

        The proxy statement of which this notice forms a part provides a detailed description of the merger, the merger agreement, the merger proposal, the named executive officer merger-related compensation proposal and the adjournment proposal and provides specific information concerning the special meeting. We urge you to read the proxy statement, including any documents incorporated therein by reference, and its annexes carefully and in their entirety. If you have any questions concerning the merger or the proxy statement, would like additional copies of the proxy statement or need help voting your shares of D&B common stock, please contact D&B's proxy solicitor, Morrow Sodali by phone at (800) 662-5200 or by email at DNB@morrowsodali.com.

    By Order of the Board of Directors,

 

 

Kristin R. Kaldor
Corporate Secretary

Short Hills, NJ
[
·], 2018


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TABLE OF CONTENTS

SUMMARY TERM SHEET

    1  

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

   
17
 

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

   
27
 

THE PARTIES TO THE MERGER

   
29
 

THE SPECIAL MEETING

   
31
 

THE MERGER PROPOSAL (PROPOSAL 1)

   
37
 

Structure of the Merger

   
37
 

What Stockholders Will Receive in the Merger

   
37
 

Treatment of D&B Equity Awards

   
37
 

Effects on D&B if the Merger Is Not Completed

   
37
 

Background of the Merger

   
38
 

Recommendation of the Board and Reasons for the Merger

   
49
 

Opinion of D&B's Financial Advisor

   
55
 

Certain Unaudited Prospective Financial Information

   
62
 

Interests of D&B's Executive Officers and Directors in the Merger

   
65
 

Financing of the Merger

   
73
 

Cannae Side Letter

   
76
 

Limited Guarantees

   
76
 

Antitrust Review Required for the Merger and Other Regulatory Filings

   
77
 

Material U.S. Federal Income Tax Consequences of the Merger

   
78
 

Delisting and Deregistration of D&B Common Stock

   
78
 

Appraisal Rights

   
78
 

THE MERGER AGREEMENT

   
84
 

The Merger

   
84
 

Closing and Effectiveness of the Merger

   
84
 

Merger Consideration

   
84
 

Exchange and Payment Procedures

   
85
 

No Transfers Following the Effective Time

   
85
 

Termination of Exchange Fund

   
85
 

Lost, Stolen or Destroyed Certificates

   
85
 

Appraisal Rights

   
86
 

Withholding Taxes

   
86
 

Treatment of D&B Equity Awards

   
86
 

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Representations and Warranties

    87  

Covenants Relating to the Conduct of Business Pending the Merger

   
91
 

Go-Shop Period; Restrictions on Solicitation of Acquisition Proposals

   
93
 

Stockholders Meeting

   
97
 

Efforts to Complete the Merger

   
97
 

Employee Benefits

   
98
 

Directors' and Officers' Indemnification and Insurance

   
100
 

Delisting and Deregistration of D&B Common Stock

   
100
 

Financing Matters

   
101
 

Other Covenants and Agreements

   
103
 

Conditions to the Closing of the Merger

   
104
 

Termination of the Merger Agreement

   
106
 

Termination Fees and Expenses

   
108
 

Amendment and Waiver of the Merger Agreement

   
109
 

Expenses

   
109
 

Specific Performance

   
110
 

Governing Law

   
110
 

Jurisdiction

   
110
 

Required Vote; Recommendation of the Board

   
111
 

ADVISORY VOTE ON NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION PROPOSAL (PROPOSAL 2)

   
112
 

THE ADJOURNMENT PROPOSAL (PROPOSAL 3)

   
113
 

MARKET PRICES OF D&B COMMON STOCK

   
114
 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   
115
 

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

   
117
 

U.S. Holders

   
118
 

Non-U.S. Holders

   
118
 

FATCA

   
119
 

FUTURE D&B STOCKHOLDER PROPOSALS

   
120
 

MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS

   
121
 

WHERE YOU CAN FIND MORE INFORMATION

   
122
 

Annex A

   
A-1
 

Annex B

   
B-1
 

Annex C

   
C-1
 

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Annex D

    D-1  

Annex E

   
E-1
 

Annex F

   
F-1
 

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SUMMARY TERM SHEET

        This summary highlights information contained elsewhere in this proxy statement and may not contain all the information that is important to you with respect to the merger and the other matters being considered at the special meeting of D&B stockholders. We urge you to read carefully the remainder of this proxy statement, including the attached annexes, and the other documents to which we have referred you. For additional information on D&B, see the section entitled "Where You Can Find More Information" beginning on page [·]. We have included page references in this summary to direct you to a more complete description of the topics presented below.

        All references to "D&B," "the Company," "we," "us," or "our" in this proxy statement refer to The Dun & Bradstreet Corporation, a Delaware corporation. D&B, following the completion of the merger, is sometimes referred to in this proxy statement as the "surviving corporation." In addition, unless otherwise indicated, or unless the context otherwise requires, a reference in this proxy statement to:


The Parties

The Dun & Bradstreet Corporation (see page [·])

        D&B helps companies around the world improve their business performance. The global leader in commercial data and analytics, D&B gleans insight from data to enable our customers to connect with the prospects, suppliers, clients and partners that matter most. Since 1841, companies of every size have relied on D&B to help them manage risk and reveal opportunity.

        D&B is a corporation organized under the laws of the State of Delaware on April 25, 2000 and headquartered in Short Hills, NJ. D&B's principal offices are located at 103 John F. Kennedy Parkway, Short Hills, NJ 07078 and our telephone number is (973) 921-5500. D&B common stock is traded on the New York Stock Exchange ("NYSE") under the ticker symbol "DNB". Our corporate web address is www.dnb.com. The information provided on, or that may be accessed through, the D&B website is not part of this proxy statement and is not incorporated in this proxy statement by reference hereby or by any other reference to D&B's website provided in this proxy statement.

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        Additional information about D&B is contained in our public filings with the U.S. Securities and Exchange Commission (the "SEC"). See the section entitled "Where You Can Find More Information" beginning on page [·].

Star Parent, L.P. (see page [·])

        Parent is a Delaware limited partnership that was formed on August 7, 2018 solely for the purpose of entering into the merger agreement and related agreements and completing the transactions contemplated thereby. Parent has not conducted any business operations other than in connection with the transactions contemplated by the merger agreement and related agreements. Upon completion of the transactions contemplated thereby, D&B will be a wholly owned subsidiary of Parent. Parent's principal executive office is located care of CC Capital at 200 Park Avenue, 58th Floor, New York, NY 10166 and its telephone number is (212) 355-5515 .

        As of immediately following the transactions contemplated in the merger agreement, Parent will be controlled by certain members of the Investor Group. As of the date hereof, Parent is controlled by affiliates of CC Capital, Bilcar and THL.

        CC Capital is a private investment firm founded in 2016 by Chinh Chu, with a focus on investing in and operating high-quality companies for the long term. Prior to founding CC Capital, Mr. Chu had a successful 25-year career at Blackstone and played an instrumental role in building its private equity business. Over the course of his career at Blackstone, Mr. Chu led several industry verticals for the private equity group, including financial services, technology, chemicals, and healthcare products. He served as co-chairman of the firm's Private Equity Investment Committee and served on the firm's Executive Committee.

        Bilcar is a partnership owned by Bill and Carol Foley. Bilcar's assets include various investments and business interests. Mr. Foley has over 32 years of experience as a director and executive officer of Fidelity National Financial, Inc. ("FNF"). FNF is a leading provider of title insurance, technology and transaction services to the real estate and mortgage industries. Mr. Foley is executive chairman of Black Knight, Inc., chairman of Cannae Holdings, Inc. and co-chairman of FGL Holdings.

        Cannae is a diversified holding company with over $1 billion in book value in assets and boasts a strong track record of investing in a diverse range of assets. Cannae holds majority and minority equity investment stakes in a number of entities, including Ceridian Holdings, LLC, American Blue Ribbon Holdings, LLC and T-System Holding LLC. Principals at Cannae have successfully acquired over 100 companies with aggregate consideration in excess of $30 billion for Fidelity National Financial, Inc., Cannae and related companies over the last 20 years.

        THL is a premier private equity firm investing in growth companies, headquartered in North America, exclusively in four industry sectors: Business & Financial Services, Consumer & Retail, Healthcare, and Media, Information Services & Technology. Using the firm's deep domain expertise and the internal operating capabilities of its Strategic Resource Group, THL seeks to create deal sourcing advantages, and to accelerate growth and improve operations in its portfolio companies in partnership with management teams. Since its founding in 1974, THL has raised over $25 billion of equity capital, acquired over 140 portfolio companies and completed over 360 add-on acquisitions, which collectively represent a combined enterprise value at the time of acquisition of over $200 billion.

Star Merger Sub, Inc. (see page [·])

        Merger Sub is a Delaware corporation and a wholly owned subsidiary of Parent that was formed on August 7, 2018 solely for the purpose of entering into the merger agreement and completing the transactions contemplated thereby. Merger Sub has not conducted any business operations other than in connection with the transactions contemplated by the merger agreement and related agreements.

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Merger Sub's principal executive office is located care of CC Capital at 200 Park Avenue, 58th Floor, New York, NY 10166 and its telephone number is (212) 355-5515.


The Special Meeting

Date, Time and Place (see page [·])

        The special meeting of D&B stockholders (the "special meeting") is scheduled to be held at The Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, NJ 07078, on [·], 2018 at [·], Eastern Time.

Purpose of the Meeting (see page [·])

        The special meeting is being held in order to consider and vote on the following proposals:

        Stockholders may also be asked to transact such other business as may properly be brought before the special meeting, or any adjournments or postponements of the special meeting, by or at the direction of the Board.

        The Board has reviewed and considered the terms and conditions of the merger. After consulting with its outside legal counsel and financial advisor and after consideration of various factors more fully described in this proxy statement, the Board determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are fair to, and in the best interests of, D&B and our stockholders, approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger, and resolved to recommend that the merger agreement be adopted by D&B's stockholders. The Board recommends that D&B stockholders vote "FOR" the merger proposal, "FOR" the named executive officer merger-related compensation proposal and "FOR" the adjournment proposal.

        D&B stockholders must vote to approve the merger proposal as a condition for the merger to occur. If D&B stockholders fail to approve the merger proposal by the requisite vote, the merger will not occur.

Record Date; Stockholders Entitled to Vote (see page [·])

        Only holders of record of D&B common stock at the close of business on [·], 2018, the record date for the special meeting (the "record date"), will be entitled to notice of, and to vote at, the special meeting or any adjournments or postponements of the special meeting. On the record date, [·] shares of D&B common stock were issued and outstanding, held by approximately [·] holders of record.

        Holders of record of D&B common stock are entitled to one vote on each matter submitted to a vote at the special meeting for each share of D&B common stock they own of record on the record date. A complete list of stockholders entitled to vote at the special meeting will be available for inspection at D&B's principal place of business during regular business hours for a period of no less than 10 days before the special meeting and at the special meeting.

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Quorum (see page [·])

        Under our bylaws, the holders of a majority of the outstanding shares of D&B common stock entitled to vote on a matter at the special meeting on the record date, whether in person or by proxy, will constitute a quorum. There must be a quorum for business to be conducted at the special meeting. If there is less than a quorum present at the special meeting, the stockholders present may adjourn the meeting from time to time without further notice other than announcement in accordance with the Delaware General Corporation Law at the meeting, until a quorum shall be present or represented.

        If you submit (and do not thereafter revoke) a properly executed proxy card, even if you abstain from voting, your shares of D&B common stock will be counted for purposes of determining whether a quorum is present at the special meeting. In the event that a quorum is not present at the special meeting or additional votes must be solicited to adopt the merger agreement, the meeting may be adjourned or postponed to solicit additional proxies.

Required Vote (see page [·])

        The approval of the merger proposal requires the affirmative vote of a majority of the shares of D&B common stock outstanding on the record date and entitled to vote thereon.

        The approval of the named executive officer merger-related compensation proposal (on a non-binding basis) requires the affirmative vote of a majority of the shares of D&B common stock present in person or represented by proxy at the special meeting and entitled to vote thereon.

        The approval of the adjournment proposal requires the affirmative vote of a majority of the shares of D&B common stock present in person or represented by proxy at the special meeting and entitled to vote thereon.

        As of the record date, there were [·] shares of D&B common stock issued and outstanding.

Voting at the Special Meeting (see page [·])

        If your shares are registered directly in your name with our transfer agent, you are considered a "stockholder of record." Stockholders of record can vote their shares of D&B common stock in the following four ways: (i) by indicating your vote by completing, signing and dating the proxy card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you, (ii) by submitting your proxy by telephone by dialing the toll-free number [·], (iii) by submitting your proxy over the Internet by going to [·] or (iv) by attending the special meeting and voting your shares in person. Even if you plan to attend the special meeting, D&B encourages you to submit a proxy in advance by Internet, telephone or mail so that your vote will be counted even if you later decide not to attend the special meeting. Votes cast in person or by proxy at the special meeting will be tabulated by the inspectors of election appointed for the special meeting, who also will determine whether a quorum is present.

        If you have a disability, D&B can provide reasonable assistance to help you participate in the special meeting if you inform D&B of your disability and how you plan to attend. Please write to D&B at 103 John F. Kennedy Parkway, Short Hills, NJ 07078, Attention: Corporate Secretary, or call at (973) 921-5500.

        If your shares are held by your bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in "street name" and you will receive a form from your bank, brokerage firm or other nominee seeking instruction from you as to how your shares should be voted. You should instruct your bank, brokerage firm or other nominee how to vote your shares of D&B common stock on each proposal in accordance with your voting instruction form. If you beneficially own your shares and receive a voting instruction form, you can vote by following the instructions on

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your voting instruction form. Please refer to information from your bank, brokerage firm or other nominee on how to submit voting instructions. Stockholders who own their shares in "street name" are not able to vote at the special meeting unless they have a proxy, executed in their favor, from the stockholder of record (bank, brokerage firm or other nominee) giving them the right to vote the shares at the special meeting.

        You may revoke your proxy at any time prior to the vote at the special meeting by (i) sending a written statement to that effect to D&B, at 103 John F. Kennedy Parkway, Short Hills, NJ 07078, Attention: Corporate Secretary, bearing a date later than the date of the proxy, that is received prior to the special meeting, (ii) voting again by Internet or telephone, so long as you do so before the deadline of [·] on [·], 2018, (iii) submitting a properly signed proxy card with a later date and mailing it to the address set forth therein so that it is received prior to the special meeting, or (iv) attending the special meeting and voting in person. Attendance at the special meeting will not, in and of itself, result in the revocation of a proxy or cause your shares of D&B common stock to be voted. If you hold shares in "street name," you may submit new voting instructions by contacting your bank, brokerage firm or other nominee. You may also change your vote or revoke your proxy in person at the special meeting if you obtain a signed proxy from the stockholder of record (bank, brokerage firm or other nominee) giving you the right to vote the shares.

        D&B recommends that you submit a proxy to vote your shares as soon as possible, even if you are planning to attend the special meeting to ensure that your shares are represented and voted at the meeting and so that the vote count will not be delayed.

Abstentions and Broker Non-Votes (see page [·])

        An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. At the special meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. Abstaining from voting will have the same effect as a vote "AGAINST" the merger proposal, the named executive officer merger-related compensation proposal and the adjournment proposal. If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy that is not held in "street name", the proxy will be voted "FOR" (i) approval of the merger proposal, (ii) approval of the named executive officer merger-related compensation proposal and (iii) approval of the adjournment proposal.

        Broker non-votes are shares held in "street name" by banks, brokerage firms or other nominees that are present or represented by proxy at the special meeting, but with respect to which the bank, brokerage firm or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such bank, brokerage firm or other nominee does not have discretionary voting power on such proposal. Because, under NYSE rules, banks, brokerage firms or other nominees holding shares in "street name" do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner of shares of D&B common stock held in "street name" does not give voting instructions to the bank, brokerage firm or other nominee, then those shares will not be counted as present in person or by proxy at the special meeting. As the vote to approve the merger proposal is based on the total number of shares of D&B common stock outstanding on the record date, not just the shares that are counted as present in person or by proxy at the special meeting, if you fail to issue voting instructions to your bank, brokerage firm or other nominee, it will have the same effect as a vote "AGAINST" the merger proposal.

Solicitation of Proxies (see page [·])

        The Board is soliciting your proxy, and D&B will bear the cost of soliciting proxies. Morrow Sodali LLC ("Morrow") has been retained to assist with the solicitation of proxies and provide related proxy advisory services. Morrow will be paid $17,500 plus reasonable and documented out-of-pocket

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expenses for these services in connection with the special meeting. D&B will also indemnify Morrow for certain losses arising out of these services. Solicitation initially will be made by mail. D&B and Morrow also will request that banks, brokerage firms, and other custodians, nominees and fiduciaries send proxy materials to the beneficial owners of shares of D&B common stock and will, if requested, reimburse them for their reasonable out-of-pocket expenses in doing so.

Adjournment (see page [·])

        In addition to the merger proposal and the named executive officer merger-related compensation proposal, D&B stockholders are also being asked to approve the adjournment proposal, which will enable the adjournment of the special meeting for the purpose of soliciting additional votes in favor of the merger proposal if there are not sufficient votes at the time of the special meeting to approve the merger proposal.

        Although it is not currently expected, if a quorum is not present at the special meeting, the person presiding at the special meeting or the stockholders holding a majority of the shares of D&B common stock present in person or by proxy at the special meeting and entitled to vote thereat may adjourn the special meeting from time to time until a quorum shall be present. If the adjournment is for more than 30 days, or if a new record date is set for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, stockholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If you return a proxy and do not indicate how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal.


The Merger

        The rights and obligations of the parties to the merger agreement are governed by the specific terms and conditions of the merger agreement and not by any summary or other information in this proxy statement. Therefore, the information in this proxy statement regarding the merger agreement and the merger is qualified in its entirety by reference to the merger agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated herein by reference. We encourage you to read the merger agreement carefully and in its entirety because it is the principal legal agreement that governs the merger.

Structure of the Merger (see page [·])

        If the merger is completed, then at the effective time of the merger (the "effective time"), Merger Sub will merge with and into D&B, the separate corporate existence of Merger Sub will cease and D&B will survive the merger as a wholly owned subsidiary of Parent.

Merger Consideration (see page [·])

        Upon the terms and subject to the conditions of the merger agreement, at the effective time, each share of D&B common stock (other than shares held by Parent, Merger Sub or D&B (as treasury stock or otherwise) and their respective direct or indirect wholly owned subsidiaries (which will remain outstanding) and shares owned by stockholders who have not voted in favor of adoption of the merger agreement and have properly exercised and perfected a demand for appraisal rights under Delaware law (collectively, the "excluded shares")) will have the right to receive $145.00 in cash, without interest and subject to any applicable withholding taxes (the "merger consideration").

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Treatment of D&B Equity Awards (see page [·])

        Stock Options.    Each option to purchase D&B common stock (a "D&B stock option") that is outstanding immediately prior to the effective time will automatically be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the per share merger consideration over the per share exercise price of such option, multiplied by (ii) the number of shares of D&B common stock underlying such D&B stock option, subject to any applicable withholding taxes. All outstanding D&B stock options are vested and exercisable. Any D&B stock option that has a per share exercise price that is equal to or greater than the per share merger consideration will be cancelled without consideration.

        Stock Awards.    Each restricted stock unit or phantom unit that relates to D&B common stock (each, a "D&B stock award") that is outstanding as of immediately prior to the effective time will automatically be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the aggregate number of shares of D&B common stock in respect of such D&B stock award multiplied by (ii) the per share merger consideration, subject to any applicable withholding taxes. Each such D&B stock award subject to performance-based vesting conditions for which actual performance has not been determined by D&B as of immediately prior to the effective time shall be deemed earned at the target performance level.

        Any payment to which a holder of D&B stock options or D&B stock awards may become entitled to receive will be paid through the surviving corporation's payroll systems no later than 10 business days following the effective time. However, any payment in respect of a D&B stock award that constitutes nonqualified deferred compensation subject to Section 409A of the tax code, will be paid at the earliest time permitted under the applicable plans that will not trigger interest or penalties under Section 409A.

Recommendation of the Board (see page [·])

        The Board has reviewed and considered the terms and conditions of the merger. After consulting with its outside legal counsel and financial advisor and after consideration of various factors, the Board unanimously (i) determined that the merger agreement and the transactions contemplated by the merger agreement were fair to, and in the best interests of, D&B and its stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger and (iii) resolved to recommend that the merger agreement be adopted by D&B's stockholders at the special meeting. Certain factors considered by the Board in reaching its decision to adopt the merger agreement can be found in "The Merger Proposal (Proposal 1)—Recommendation of the Board and Reasons for the Merger" beginning on page [·].

Opinion of D&B's Financial Advisor (see page [·])

        At the meeting of the Board on August 8, 2018, J.P. Morgan Securities LLC ("J.P. Morgan") rendered its oral opinion to the Board, subsequently confirmed by delivering its written opinion to the Board dated as of the same date, that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the merger consideration to be paid to the holders of D&B common stock (other than affiliates of Parent) in the merger was fair, from a financial point of view, to such stockholders.

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        The full text of the written opinion of J.P. Morgan dated August 8, 2018, which sets forth, among other things, the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. D&B's stockholders are urged to read the opinion in its entirety. J.P. Morgan's written opinion was addressed to the Board (in its capacity as such) in connection with and for the purposes of its evaluation of the merger, was directed only to the merger consideration to be paid in the merger and did not address any other aspect of the merger. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any other class of securities, creditors or other constituencies of D&B or as to the underlying decision by D&B to engage in the merger. The issuance of J.P. Morgan's opinion was approved by a fairness committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The opinion does not constitute a recommendation to any stockholder of D&B as to how such stockholder should vote with respect to the merger or any other matter. For a description of the opinion that the Board received from J.P. Morgan, see "The Merger Proposal—Opinion of D&B's Financial Advisor."

Interests of D&B's Executive Officers and Directors in the Merger (see page [·])

        In considering the recommendation of the Board, D&B stockholders should be aware that certain directors and executive officers of D&B will have interests in the merger that are different from, or in addition to, the interests of D&B stockholders generally and which may create potential conflicts of interest. The Board was aware of these interests and considered them when it adopted the merger agreement and approved the merger.

        These interests include:

        These interests are discussed in more detail in the section entitled "The Merger Proposal (Proposal 1)—Interests of D&B's Executive Officers and Directors in the Merger" beginning on page [·].

Financing of the Merger (see page [·])

        Parent and Merger Sub have obtained equity, preferred and debt financing commitments (in each case, pursuant to the respective commitment letters) for the transactions contemplated by the merger agreement, the aggregate proceeds of which will be used to fund (i) the consummation of the merger and the other transactions contemplated by the merger agreement, including the amounts payable

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under the merger agreement and any fees and expenses incurred in connection therewith and (ii) the repayment in full of existing outstanding indebtedness of D&B and its subsidiaries.

        Pursuant to equity commitment letters, dated as of August 8, 2018 (the "equity commitment letters"), a form of which is attached to this proxy statement as Annex D, each of 1885 Private Opportunities Fund, L.P. ("1885"), ABR Reinsurance Ltd., a Bermuda limited company ("ABR"), Arcadia DNB Investors LP, a Delaware limited partnership ("Arcadia"), BlackRock Private Equity Partners VI US, L.P., a Delaware limited partnership, and certain of its affiliated funds (the "BlackRock funds"), Cannae, CF Capital Growth, LLC, a Delaware limited liability company which is an affiliate of CC Capital and Bilcar ("CF"), QIA FIG Holding, LLC, a limited liability company established under the Qatar Financial Centre Authority in the State of Qatar ("QIA"), Red River Direct Investment Fund III, L.P., a Delaware limited partnership ("Red River"), SONJ Private Opportunities Fund II, L.P., a Delaware limited partnership ("SONJ"), THL and Topanga Private Opportunities, L.P., a Delaware limited partnership ("Topanga" and, together with 1885, ABR, Arcadia, the BlackRock funds, Cannae, CF, QIA, Red River, SONJ and THL, the "Sponsors"), have committed, severally but not jointly, to capitalize Parent at or immediately prior to the closing, with an aggregate equity contribution in an amount of $1.943 billion, on the terms and subject to the conditions set forth in the equity commitment letters.

        Pursuant to a preferred commitment letter, dated as of August 8, 2018 (the "preferred commitment letter"), HPS Investment Partners, LLC and H & F Orchard Pte. Ltd. (collectively, the "preferred financing sources"), have committed, severally but not jointly, to purchase preferred equity of Parent with an aggregate initial liquidation preference amount of $1.050 billion, on the terms and subject to the conditions set forth in the preferred commitment letter.

        Pursuant to a debt commitment letter, dated as of August 8, 2018 (the "debt commitment letter" and, together with the preferred commitment letter and the equity commitment letters, the "commitment letters"), Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Royal Bank of Canada have committed to provide to Merger Sub, severally but not jointly, upon the terms and subject to the conditions set forth in the debt commitment letter, debt financing in the aggregate amount of up to $4.580 billion, consisting of a $3.130 billion senior secured term loan facility, a $400.0 million senior secured revolving credit facility, a $200.0 million senior secured 364-day bridge loan facility and an $850.0 million senior unsecured bridge loan facility (or in lieu of the $850.0 million senior unsecured bridge loan facility, the issuance by Merger Sub of up to $850.0 million of senior unsecured notes, which will reduce the amount of such bridge loan facility). The consummation of the merger is not subject to any financing condition.

Cannae Side Letter (see page ([·])

        In connection with the execution and delivery of the merger agreement and its execution and delivery of an equity commitment letter with Parent, Cannae entered into a side letter with Parent (the "Cannae side letter"), a copy of which is attached to this proxy statement as Annex E. The terms of the side letter require Cannae, as soon as reasonably practicable following the execution of the merger agreement, to use reasonable best efforts, in collaboration with Parent, to syndicate at least $600.0 million of its $900.0 million equity commitment to other investors, subject to certain qualifications set forth therein.

        In addition, the side letter places certain restrictions on the ability of Cannae and its subsidiaries to sell or pledge any of the 37,135,921 shares of the common stock of Ceridian HCM Holding Inc. owned by Cannae Holdings, LLC, a wholly owned subsidiary of Cannae, other than for the purposes of funding the equity commitment, along with certain other restrictions. The obligations of Cannae under the Cannae side letter will terminate automatically and immediately upon the earliest to occur of: (a) the closing; (b) the reduction of Cannae's equity commitment to $300.0 million or less, subject to

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the conditions stipulated in the Cannae side letter; and (c) the termination of Cannae's obligation to fund its equity commitment pursuant to the terms of the equity commitment letter it entered into with Parent. Additionally, Cannae shall remain the primary obligor for its equity commitment (including to the extent syndicated) until the earlier of (i) the closing and (ii) the termination of Cannae's obligation to fund its equity commitment pursuant to the terms of the equity commitment letter it entered into with Parent. Cannae is permitted to have its syndicated investors enter into an equity commitment with Parent or D&B.

Limited Guarantee (see page ([·])

        Subject to the terms and conditions set forth in limited guarantees, dated August 8, 2018 (collectively, the "limited guarantees"), a form of which is attached to this proxy statement as Annex F, each of the Sponsors has, severally and not jointly, guaranteed its portion of the payment obligations of Parent with respect to (i) the obligation of Parent under the merger agreement to pay the reverse termination fee if the merger agreement is terminated under specified circumstances (see the section entitled "The Merger Agreement—Termination Fees and Expenses" beginning on page [·]) and (ii) Parent's obligation to pay certain interest and expenses and certain reimbursement and indemnification obligations of Parent under the merger agreement, subject to certain caps and limitations set forth in the merger agreement and the limited guarantees.

        The Sponsors' obligations under the limited guarantees are subject to an aggregate cap of approximately $380.1 million.

Antitrust Review Required for the Merger and Other Regulatory Filings (see page [·])

        Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), we cannot complete the merger until we have given notification and furnished information to the Federal Trade Commission ("FTC") and the Antitrust Division of the Department of Justice ("DOJ"), and until the applicable waiting period has expired or has been terminated. On [·], 2018, D&B and [·] each filed a premerger notification and report form under the HSR Act, as a result of which the applicable waiting period under the HSR Act is scheduled to expire on [·], 2018 at 11:59 p.m. Eastern Time, unless otherwise earlier terminated or extended if the DOJ or FTC requests additional information and documentary material.

        The obligation of the parties to the merger agreement to consummate the merger is also subject to obtaining certain foreign regulatory approvals or the expiration of the waiting period under applicable foreign regulations as set forth in the merger agreement.

        While we have no reason to believe it will not be possible to complete the antitrust review or obtain the foreign regulatory approvals in a timely manner, there is no certainty that these will be completed within the periods of time currently contemplated or that a regulatory challenge to the merger will not be made.

Material U.S. Federal Income Tax Consequences of the Merger (see page [·])

        In general, the exchange of D&B common stock for cash in the merger will be a taxable transaction to U.S. holders (as defined in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page [·]) for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. You should read the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page [·]. The tax consequences of the merger to you will depend on your particular circumstances. You should consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as the tax consequences arising under other U.S. federal tax laws and the laws of any state, local or foreign taxing jurisdiction.

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Appraisal Rights (see page [·])

        Stockholders are entitled to appraisal rights under the General Corporation Law of the State of Delaware (the "DGCL"), in connection with the merger, provided that stockholders comply with the requirements of Section 262 of the DGCL. Any stockholder who does not vote in favor of the merger proposal and who otherwise complies with the requirements of Section 262 has the right to seek appraisal of his, her or its shares of D&B common stock and to receive payment in cash for the "fair value" of his, her or its shares of D&B common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value. The ultimate amount stockholders receive in an appraisal proceeding may be less than, equal to or more than the amount a stockholder would have received under the merger agreement.

        To exercise appraisal rights, a stockholder must deliver a written demand for appraisal to D&B before the vote is taken on the adoption of the merger agreement, must not vote, in person or by proxy, in favor of the proposal to adopt the merger agreement and must continue to hold the shares of D&B common stock of record from the date of making the demand for appraisal through the effective time. As such, merely voting against, abstaining or failing to vote on the proposal to adopt the merger agreement will not preserve your right to appraisal under the DGCL. Further, because a properly submitted proxy not marked "against" or "abstain" will be voted "for" the proposal to adopt the merger agreement, the submission of a proxy not marked "against" or "abstain" will result in a waiver of appraisal rights. A stockholder's failure to strictly comply with the procedures specified under the DGCL will also result in the loss of such stockholder's appraisal rights. See the section entitled "The Merger Proposal (Proposal 1)—Appraisal Rights" beginning on page [·] and the text of the Delaware appraisal right statute reproduced in its entirety as Annex C to this proxy statement. Only a stockholder of record may submit a demand for appraisal. If you hold your shares of D&B common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by such bank, brokerage firm or nominee. In view of the complexity of the DGCL, stockholders who may wish to pursue appraisal rights should consult their legal and financial advisor promptly.

Expected Timing of the Merger

        We expect to complete the merger no later than during the first quarter of 2019. However, the merger is subject to antitrust reviews, regulatory approvals and various other conditions, and it is possible that factors outside of the control of D&B, Parent or Merger Sub could result in the merger being completed at a later time, or not at all. There may be a substantial amount of time between the special meeting and the completion of the merger. We expect to complete the merger promptly following the receipt of all required clearances and approvals and the satisfaction or, to the extent permitted, waiver of the other conditions to the consummation of the merger.

Go-Shop Period; Restrictions on Solicitation of Acquisition Proposals (see page [·])

        During the go-shop period (as defined in the section entitled "The Merger Agreement—Go-Shop Period; Restrictions on Solicitation of Acquisition Proposals" beginning on page [·]), D&B and its subsidiaries and their respective directors, officers and other representatives may:

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        Following the expiration of the go-shop period and until the earlier of the effective time and the termination of the merger agreement in accordance with its terms, D&B will be subject to customary non-solicitation, or "no shop", restrictions whereby neither D&B nor any of its subsidiaries nor any of their respective directors and officers may, and D&B will instruct, direct and use its reasonable best efforts to cause its and its subsidiaries' other representatives not to, directly or indirectly:

        Notwithstanding the restrictions described above, until 11:59 p.m. Eastern Time on October 7, 2018, D&B may continue solicitation of, or discussion or negotiations with, an excluded person (as defined in the section entitled "The Merger Agreement—Go-Shop Period; Restrictions on Solicitation of Acquisition Proposals" beginning on page [·]).

        Further, notwithstanding the foregoing non-solicitation restrictions, if prior to obtaining the approval of the merger proposal by D&B stockholders at the special meeting, D&B receives a bona fide, written acquisition proposal, then D&B and its representatives may provide information to, and engage in discussions and negotiations with, any person with respect to such acquisition proposal if the Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that such proposal constitutes or is reasonably likely to lead to a superior proposal (as defined in the section entitled "The Merger Agreement—Go-Shop Period; Restrictions on Solicitation of Acquisition Proposals" beginning on page [·]), and, subject to certain notice requirements and "matching" rights in favor of Parent, the Board may approve and recommend such an acquisition proposal if the Board determines in good faith (after consultation with its financial advisor and outside legal counsel) that such acquisition proposal is a superior proposal. See the section entitled "The Merger Agreement—

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Go-Shop Period; Restrictions on Solicitation of Acquisition Proposals—Fiduciary Exception" beginning on page [·] for more information.

        D&B has agreed to promptly notify Parent (and, in any event, within 24 hours) if any proposals, offers or requests for non-public information with respect to an acquisition proposal are received by, or any discussions or negotiations regarding an acquisition proposal are sought to be initiated or continued with, it or any of its representatives, which notice shall include a summary of the material terms and conditions of any such proposals, offers or requests, the identity of the person making any such proposals, offers or requests for information (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter must keep Parent reasonably informed, on a prompt basis (and in any event within 24 hours), of the material terms of any such proposals, offers or requests (including any amendments thereto) and any material developments with respect to the status of any such proposals, offers or requests or discussions or negotiations with respect thereto.

Conditions to the Closing of the Merger (see page [·])

        The obligations of D&B, Parent and Merger Sub to effect the merger are subject to the satisfaction or waiver of various conditions, including the following:

        The obligations of Parent and Merger Sub to effect the merger are subject to the satisfaction or waiver of the following additional conditions:

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        The obligations of D&B to effect the merger are subject to the satisfaction or waiver of the following additional conditions:

Termination of the Merger Agreement (see page [·])

        The merger agreement may be terminated at any time prior to the effective time, whether before or after the adoption of the merger agreement by D&B's stockholders, under the following circumstances:

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Termination Fees and Expenses (see page [·])

        Upon termination of the merger agreement, under certain specified circumstances, D&B may be required to pay a termination fee of either approximately $81.4 million or approximately $203.6 million to Parent, or to reimburse certain expenses of Parent, up to $25.0 million, pursuant to the terms and conditions of the merger agreement. Upon termination of the merger agreement, under certain specified circumstances, Parent may be required to pay D&B a reverse termination fee of approximately $380.1 million pursuant to the terms and conditions of the merger agreement. See the section entitled "The Merger Agreement—Termination Fees and Expenses" beginning on page [·] for a discussion of the circumstances under which either party will be required to pay a termination fee or reimburse expenses.

Directors' and Officers' Indemnification and Insurance (see page [·])

        From and after the effective time, the surviving corporation will, and Parent will cause the surviving corporation to, indemnify and provide advancement of expenses to the current and former directors and officers of D&B and its subsidiaries against any costs, expenses or judgments in connection with any claim related to any such person's service as a director, officer or employee of D&B at or prior to the effective time, including with respect to the merger and the other transactions contemplated by the merger agreement and actions to enforce such indemnification obligations.

        Prior to the effective time, D&B will obtain and fully pay the premium for the non-cancellable, irrevocable extension of (a) the directors' and officers' liability coverage of D&B's existing directors' and officers' insurance policies and (b) D&B's existing fiduciary liability insurance policies (collectively, "D&O insurance"), in each case for a claims reporting or discovery period of six years from and after

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the effective time with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as provided in D&B's existing directors' and officers' liability insurance policies, subject to the cost limitations set forth in the merger agreement. If D&B and the surviving corporation for any reason fail to obtain such "tail policies" as of the effective time, the surviving corporation will, and Parent will cause the surviving corporation to, continue to maintain in effect for a period of at least six years the existing directors' and officers' and fiduciary liability insurance policies of D&B in place as of August 8, 2018, or use reasonable best efforts to purchase comparable insurance for such six-year period, in each case on the terms and conditions, and subject to the cost limitations, set forth in the merger agreement.

Delisting and Deregistration of D&B Common Stock (see page [·])

        As promptly as practicable following the effectiveness of the merger, D&B common stock will be delisted from the NYSE and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Market Prices of D&B Common Stock (see page [·])

        On February 12, 2018, the last trading day prior to D&B's announcement of the departure of its Chairman and CEO on February 12, 2018 and public indication on February 13, 2018 of its willingness to consider all options for value creation that may be identified, the closing price per share of D&B common stock on the NYSE was $111.63. The closing price of the D&B common stock on the NYSE on [·], 2018, the most recent practicable date prior to the filing of this proxy statement, was $[·] per share. You are encouraged to obtain current market prices of D&B common stock in connection with voting your shares of D&B common stock.

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

        The following are brief answers to certain questions that you may have regarding the merger, the special meeting and the proposals being considered at the special meeting. We urge you to carefully read the remainder of this proxy statement because the information in this section does not provide all of the information that might be important to you with respect to the merger and the special meeting. Additional important information is also contained in the annexes attached to this proxy statement and the documents referred to or incorporated by reference into this proxy statement.

Q.
Why am I receiving these proxy materials?

A.
On August 8, 2018, D&B entered into a merger agreement pursuant to which Merger Sub will merge with and into D&B, with D&B continuing as the surviving corporation in the merger. A copy of the merger agreement is attached to this proxy statement as Annex A and is incorporated by reference herein. In order to complete the merger, D&B stockholders must vote to adopt the merger agreement. The approval of the merger proposal by our stockholders is a condition to the consummation of the merger. You are receiving this proxy statement in connection with the solicitation by the Board of proxies of D&B stockholders in favor of the merger proposal.
Q.
What is the proposed transaction?

A.
If the merger proposal is approved by D&B stockholders and the other conditions to the consummation of the merger contained in the merger agreement are satisfied or waived, Merger Sub will merge with and into D&B, with D&B continuing as the surviving corporation in the merger and wholly owned subsidiary of Parent.

Q.
What will I receive in the merger if it is completed?

A.
Under the terms of the merger agreement, if the merger is completed, you will be entitled to receive $145.00 in cash, without interest and subject to any applicable withholding taxes, for each share of D&B common stock you own (other than any excluded shares), which represents a premium of approximately 30% to D&B's closing share price of $111.63 on February 12, 2018, the last day of trading prior to D&B's announcement of the departure of its Chairman and CEO on February 12, 2018 and public indication on February 13, 2018 of its willingness to consider all options for value creation that may be identified. For example, if you own 100 shares of D&B common stock (which are not excluded shares), you will be entitled to receive $14,500 in cash in exchange for your shares, without interest and subject to any applicable withholding taxes. You will not be entitled to receive shares in the surviving corporation or in Parent.

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Q.
Will I continue to receive dividends on shares of D&B common stock that I hold?

A.
The terms of the merger agreement prohibit D&B from paying or declaring any further dividends, including regular quarterly dividends, except for the dividend of $0.5225 per share in cash declared by the Board on August 7, 2018, which D&B paid on September 7, 2018 to stockholders of record at the close of business on August 22, 2018.

Q.
Where and when is the special meeting, and who may attend?

A.
The special meeting will be held at The Hilton Short Hills, 41 John F. Kennedy Parkway, Short Hills, NJ 07078, on [·], 2018 at [·], Eastern Time. The meeting room will open at [·] Eastern Time and registration will begin at that time. Stockholders who are entitled to vote at the special meeting may attend the meeting. All stockholders and proxyholders will need proof of identification along with their proxy card or proof of stock ownership to enter the special meeting. Beneficial owners of shares held in "street name" who wish to attend the meeting must present proof of ownership of D&B common stock as of the record date, such as a bank or brokerage account statement, and will only be able to vote at the special meeting if they have a proxy, executed in their favor, from the stockholder of record (bank, brokerage firm or other nominee) giving them the right to vote the shares at the special meeting.

Q.
Who can vote at the special meeting?

A.
All D&B stockholders of record as of the close of business on [·], 2018, the record date for the special meeting, are entitled to receive notice of, attend and vote at the special meeting, or any adjournment or postponement thereof. Each share of D&B common stock is entitled to one vote on all matters that come before the special meeting. On the record date, there were [·] shares of D&B common stock issued and outstanding, held by approximately [·] holders of record.

Q.
What matters will be voted on at the special meeting?

A.
At the special meeting, you will be asked to consider and vote on the following proposals:

the merger proposal;

the named executive officer merger-related compensation proposal; and

the adjournment proposal.
Q.
What is the position of the Board regarding the merger?

A.
After consulting with its outside legal counsel and financial advisor and after consideration of various factors, the Board has (i) determined that the merger agreement and the transactions contemplated by the merger agreement were fair to, and in the best interests of, D&B and its stockholders, (ii) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger and (iii) resolved to recommend that the merger agreement be adopted by D&B's stockholders at the special meeting.

Q.
How does the Board recommend that I vote on the proposals?

A.
The Board recommends that you vote:

"FOR" the merger proposal;

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Q.
What vote is required to approve the merger proposal?

A.
The merger proposal will be approved if stockholders holding a majority of the shares of D&B common stock outstanding and entitled to vote thereon on the record date vote "FOR" the proposal.

Q.
What vote is required to approve the named executive officer merger-related compensation proposal and the adjournment proposal?

A.
Each of the named executive officer merger-related compensation proposal and the adjournment proposal will be approved if the holders of a majority of the shares of D&B common stock present or represented by proxy at the special meeting and entitled to vote thereon on the record date vote "FOR" each such proposal.

Q.
Is the merger expected to be taxable to holders of D&B common stock?

A.
In general, the exchange of D&B common stock for cash in the merger will be a taxable transaction to U.S. holders (as defined in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page [·]) for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. You should read the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page [·]. The tax consequences of the merger to you will depend on your particular circumstances. You should consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as the tax consequences arising under other U.S. federal tax laws and the laws of any state, local or foreign taxing jurisdiction.

Q.
What other effects will the merger have on D&B?

A.
If the merger is completed, D&B common stock will be delisted from the NYSE and deregistered under the Exchange Act, and D&B will no longer be required to file periodic reports with the SEC with respect to D&B common stock, in each case in accordance with applicable law, rules and regulations. Following the completion of the merger, D&B common stock will no longer be publicly traded and you will no longer have any interest in D&B's future earnings or growth. In addition, each share of D&B common stock (other than excluded shares) you hold will represent only the right to receive $145.00 in cash, without interest and subject to any applicable withholding taxes.

Q.
When is the merger expected to be completed?

A.
Assuming timely satisfaction of necessary closing conditions, including the approval by our stockholders of the merger proposal, the parties to the merger agreement expect to complete the merger no later than during the first quarter of 2019. However, D&B cannot assure completion by any particular date, if at all. Because the merger is subject to a number of conditions, including the receipt of stockholder approval of the merger proposal and the expiration or termination of the waiting period under the HSR Act as set forth in the merger agreement, the exact timing of the merger cannot be determined at this time and we cannot guarantee that the merger will be completed.

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Q.
What happens if the merger is not completed?

A.
If the merger proposal is not approved by D&B stockholders, or if the merger is not completed for any other reason, D&B stockholders will not receive any payment for their shares of D&B common stock in connection with the merger. Instead, D&B will remain a standalone public company and shares of D&B common stock will continue to be listed and traded on the NYSE. D&B may be required to pay Parent an aggregate termination fee of approximately $81.4 million if the merger agreement is terminated by D&B in connection with D&B's entry into a definitive agreement with an excluded person with respect to a superior proposal prior to 11:59 p.m. Eastern Time on October 7, 2018, or approximately $203.6 million if such agreement to enter into a superior proposal is with any person other than an excluded person prior to 11:59 p.m. Eastern time on October 7, 2018 or with an excluded person after such time. D&B may also be required to pay an approximately $203.6 million termination fee under other certain specified circumstances or expense reimbursement not to exceed $25.0 million to Parent. Upon termination of the merger agreement, under certain specified circumstances, Parent may be required to pay D&B a reverse termination fee of approximately $380.1 million pursuant to the terms of the merger agreement. See the section entitled "The Merger Agreement—Termination Fees and Expenses" beginning on page [·] for a discussion of the circumstances under which either party will be required to pay a termination fee or reimburse any expenses.

Q.
How will our directors and executive officers vote on the merger proposal?

A.
The directors and executive officers of D&B have informed D&B that, as of the date of this proxy statement, they intend to vote in favor of the merger proposal.
Q.
Do any of D&B's directors or executive officers have interests in the merger that may differ from or be in addition to my interests as a stockholder?

A.
Yes. In considering the recommendation of the Board with respect to the merger proposal, you should be aware that our directors and executive officers have interests in the merger that are different from, or in addition to, the interests of our stockholders generally. The Board was aware of and considered these differing interests, to the extent such interests existed at the time, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by D&B stockholders. See the section entitled "The Merger Proposal (Proposal 1)—Interests of D&B's Executive Officers and Directors in the Merger" beginning on page [·] for more information.

Q.
Why am I being asked to consider and vote on the named executive officer merger-related compensation proposal?

A.
SEC rules require D&B to seek approval on a non-binding, advisory basis with respect to certain payments and benefits that will or may be made or provided to D&B's named executive officers in connection with the merger. Approval of the named executive officer merger-related compensation proposal is not required to complete the merger.

Q.
Who is soliciting my vote? Who will pay for the cost of this proxy solicitation?

A.
The Board is soliciting your proxy, and D&B will bear the cost of soliciting proxies. Morrow has been retained to assist with the solicitation of proxies, and the fees and expenses of Morrow, plus its reasonable documented out-of-pocket expenses will be paid by D&B. Solicitation initially will be

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Q.
What do I need to do now? If I am going to attend the special meeting, should I still submit a proxy?

A.
Carefully read and consider the information contained in and incorporated by reference into this proxy statement, including the attached annexes. Whether or not you expect to attend the special meeting in person, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the special meeting.

Q.
How do I vote if my shares are registered directly in my name?

A.
If your shares are registered directly in your name with our transfer agent, you are considered a "stockholder of record." Stockholders of record can vote their shares of D&B common stock in the following four ways:

By Internet—You may submit your proxy by going to [·] and by following the instructions on how to complete an electronic proxy card. You will need the 16-digit number included on your proxy card in order to vote by Internet.

By Telephone—You may submit your proxy by dialing [·] and by following the recorded instructions. You will need the 16-digit number included on your proxy card in order to vote by telephone.

By Mail—You may vote by mail by indicating your vote by completing, signing and dating the proxy card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

At the Special Meeting—If you are a stockholder of record and prefer to vote your shares at the special meeting, you must bring proof of identification along with your proxy card or proof of ownership.
Q.
How do I vote if my shares are held in the name of my bank, brokerage firm or other nominee?

A.
If your shares are held by your bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in "street name" and you will receive a form from your bank,

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Q.
What is a proxy?

A.
A proxy is your legal designation of another person, referred to as a "proxy," to vote your shares of D&B common stock. The written document describing the matters to be considered and voted on at the special meeting is called a "proxy statement." The document used to designate a proxy to vote your shares of D&B common stock is called a "proxy card."

Q.
If a stockholder gives a proxy, how are the shares voted?

A.
Regardless of the method you choose to vote, the individuals named on the enclosed proxy card, or your proxies, will vote your shares in the way you indicate. When completing the Internet or telephone process for submitting a proxy, you may specify whether your shares would be voted "FOR" or "AGAINST" or to abstain from voting on all, some or none of the specific items of business to come before the special meeting.
Q.
Can I change or revoke my proxy after it has been submitted?

A.
Yes. You can change or revoke your proxy at any time before the final vote at the special meeting. If you are the stockholder of record, you may change or revoke your proxy by:

sending a written statement to that effect to our Corporate Secretary, provided such statement is received no later than [·], 2018;

submitting a new proxy by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m. Eastern Time on [·], 2018;

submitting a properly signed proxy card with a later date that is received no later than [·], 2018; or

attending the special meeting and voting in person.

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Q.
How many shares of D&B common stock must be present to constitute a quorum for the special meeting? What if there is no quorum?

A.
Under our bylaws, the presence at the special meeting, in person or by proxy, of the holders of a majority of the shares of D&B common stock issued and outstanding on the record date will constitute a quorum. There must be a quorum for business to be conducted at the special meeting. If a quorum is not present, the person presiding at the special meeting or the stockholders holding a majority of the shares of D&B common stock present in person or by proxy at the special meeting and entitled to vote thereat may adjourn the special meeting from time to time until a quorum shall be present. Failure of a quorum to be present at the special meeting will necessitate an adjournment or postponement of the special meeting and may subject D&B to additional expense. If the adjournment is for more than 30 days, or if a new record date is set for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. As of the close of business on the record date, there were [·] shares of D&B common stock outstanding. Accordingly, [·] shares of D&B common stock must be present or represented by proxy at the special meeting to constitute a quorum.

Q.
What if I abstain from voting on any proposal?

A.
If you attend the special meeting or submit (and do not thereafter revoke) a properly executed proxy card, even if you abstain from voting, your shares of D&B common stock will still be counted for purposes of determining whether a quorum is present at the special meeting, but will not be voted on the proposals. As a result, your abstention from voting will have the same effect as a vote "AGAINST" the merger proposal, the named executive officer merger-related compensation proposal and the adjournment proposal.

Q.
Will my shares be voted if I do not sign and return my proxy card or vote by telephone or over the Internet or in person at the special meeting?

A.
If you are a stockholder of record of D&B and you do not attend the special meeting, sign and return your proxy card by mail, or submit your proxy by telephone or over the Internet, your shares will not be voted at the special meeting and will not be counted as present for purposes of determining whether a quorum exists. The failure to return your proxy card or otherwise vote your shares at the special meeting will have no effect on the outcome of the named executive officer merger-related compensation proposal or the adjournment proposal, assuming that a quorum exists. However, the vote to approve the merger proposal is based on the total number of shares of D&B common stock outstanding as of the close of business on the record date, not just the shares that are counted as present in person or by proxy at the special meeting. As a result, if you fail to return your proxy card or otherwise vote your shares at the special meeting, it will have the same effect as a vote "AGAINST" the merger proposal.
Q.
What is a broker non-vote?

A.
Broker non-votes are shares held in "street name" by banks, brokerage firms or other nominees that are present or represented by proxy at the special meeting, but with respect to which the bank, brokerage firm or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such bank, brokerage firm or other nominee does not have discretionary voting power on such proposal. Because, under NYSE rules, banks, brokerage firms or other nominees holding shares in "street name" do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement, if a beneficial owner

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Q.
Will my shares held in "street name" or another form of record ownership be combined for voting purposes with shares I hold of record?

A.
No. Because any shares you may hold in "street name" will be deemed to be held by a different stockholder than any shares you hold of record, any shares held in "street name" will not be combined for voting purposes with shares you hold of record. Similarly, if you own shares in various registered forms, such as jointly with your spouse, as trustee of a trust or as custodian for a minor, you will receive, and will need to sign and return, a separate proxy card for each of those shares because they are held in a different form of record ownership. Shares held by a corporation or business entity must be voted by an authorized officer of the entity. Shares held in an individual retirement account must be voted under the rules governing the account.

Q.
Am I entitled to exercise appraisal rights under the DGCL instead of receiving the per share merger consideration for my shares of D&B common stock?

A.
Yes. If you are a record holder of D&B common stock, you are entitled to exercise appraisal rights under Section 262 of the DGCL in connection with the merger if you comply with the requirements of Section 262 of the DGCL. See the section entitled "The Merger Proposal (Proposal 1)—Appraisal Rights" beginning on page [·]. In addition, a copy of Section 262 of the DGCL is attached to this proxy statement as Annex C.
Q.
What happens if I sell my shares of D&B common stock before the completion of the merger?

A.
In order to receive the merger consideration, you must hold your shares of D&B common stock through completion of the merger. Consequently, if you transfer your shares of D&B common stock before completion of the merger, you will have transferred your right to receive the merger consideration in the merger. The record date for shareholders entitled to vote at the special meeting is earlier than the completion of the merger. If you transfer your shares of D&B common stock after the record date but before the closing of the merger, you will have the right to vote at the special meeting but not the right to receive the merger consideration.

Q.
Should I send in my evidence of ownership now?

A.
No. After the merger is completed, you will receive transmittal materials from the paying agent for the merger with detailed written instructions for exchanging your shares of D&B common stock for the merger consideration to be paid to former D&B stockholders in connection with the merger. If

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Q.
What does it mean if I get more than one proxy card or voting instruction card?

A.
If your shares are registered differently or are held in more than one account, you will receive more than one proxy card or voting instruction card. Please complete and return all of the proxy cards or voting instruction cards you receive (or submit each of your proxies over the Internet or by telephone) to ensure that all of your shares are voted.

Q.
What is householding and how does it affect me?

A.
The SEC's proxy rules permit companies and intermediaries, such as brokers and banks, to satisfy delivery requirements for proxy statements with respect to two or more stockholders sharing an address by delivering a single proxy statement to those stockholders, unless contrary instructions have been received. This procedure reduces the amount of duplicate information that stockholders receive and lowers printing and mailing costs for companies. Certain brokerage firms may have instituted householding for beneficial owners of D&B common stock held through brokerage firms. If your family has multiple accounts holding D&B common stock, you may have already received a householding notification from your broker. You may decide at any time to revoke your decision to household, and thereby receive multiple copies of proxy materials. If you wish to opt out of this procedure and receive a separate set of proxy materials in the future, or if you are receiving multiple copies and would like to receive only one, you should contact your broker, trustee or other nominee or D&B at the address and telephone number below. A separate copy of these proxy materials will be promptly delivered upon request by writing sent to: The Dun & Bradstreet Corporation, Attention: Corporate Secretary, 103 John F. Kennedy Parkway, Short Hills, NJ 07078.

Q.
What will the holders of outstanding D&B equity awards receive in the merger?

A.
Stock Options.    Each D&B stock option that is outstanding immediately prior to the effective time will automatically be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the per share merger consideration over the per share exercise price of such option, multiplied by (ii) the number of shares of D&B common stock underlying such D&B stock option, subject to any applicable withholding taxes. All outstanding D&B stock options are vested and exercisable. Any D&B stock option that has a per share exercise price that is equal to or greater than the per share merger consideration will be cancelled without consideration.

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Q.
How do I vote shares of D&B common stock that I hold through D&B employee benefit plans?

A.
If you are a current or former D&B employee who currently holds shares of D&B common stock in your name in the D&B Common Stock Fund of D&B's 401(k) Plan (the "401(k) plan"), or a current or former Moody's Corporation employee who holds shares of D&B common stock in your name in the Moody's Corporation Profit Participation Plan (currently sponsored by Moody's Corporation) (the "PPP"), you are entitled to give voting instructions for the shares held in your account. If you receive a printed copy of the proxy materials by mail, you will receive only one proxy card for all of the shares of D&B common stock that you hold in the 401(k) plan and the PPP. Your proxy card will serve as a voting instruction card for the respective trustees of the 401(k) plan and the PPP. However, most active D&B employees who hold shares in the 401(k) plan will receive an e-mail containing instructions on how to access our proxy materials and how to vote such shares on the Internet.
Q.
When will D&B announce the voting results of the special meeting, and where can I find the voting results?

A.
D&B intends to announce the preliminary voting results at the special meeting and will report the final voting results of the special meeting in a Current Report on Form 8-K filed with the SEC within four business days after the meeting. All reports that D&B files with the SEC are publicly available when filed.

Q.
Where can I find more information about D&B?

A.
You can find more information about us from various sources described in the section entitled "Where You Can Find More Information" beginning on page [·] of this proxy statement.

Q.
Who can help answer my other questions?

A.
If you have questions about the merger, require assistance in submitting your proxy or voting your shares, or need additional copies of this proxy statement or the enclosed proxy card, please contact our proxy solicitor:

GRAPHIC

509 Madison Avenue
Suite 1608
New York, NY 10022
(800) 662-5200
DNB@morrowsodali.com

        If your bank, brokerage firm or other nominee holds your shares, you should also call your bank, brokerage firm or other nominee for additional information.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act. Some of these statements can be identified by words such as "anticipate," "approximate," "believe," "commit," "continue," "could," "estimate," "expect," "hope," "intend," "may," "outlook," "plan," "project," "potential," "should," "would," "will," and other similar words or expressions. D&B cautions readers of this proxy statement that such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from D&B'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 D&B is unable to predict or control, that may cause D&B's actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements.

        Factors that could cause actual results to differ materially from those expressed or implied in such forward-looking statements include, but are not limited to, the risks detailed in our filings with the SEC, including in our most recent filings on Forms 10-K and 10-Q, factors and matters described in this proxy statement, and the following factors:

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        Consequently, all of the forward-looking statements that we make in this proxy statement are qualified by the information contained herein or contained in D&B's other public filings with the SEC, including (1) the information contained under this caption, and (2) the information contained under the captions "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and information in our consolidated financial statements and notes thereto included in D&B's most recent Annual Report on Form 10-K filed with the SEC on February 22, 2018 and in D&B's Quarterly Reports on Form 10-Q filed on May 10, 2018 and August 9, 2018. No assurance can be given that these are all of the factors that could cause actual results to vary materially from the forward-looking statements.

        Many of the factors that will determine future results are beyond our ability to control or predict. In light of the significant uncertainties inherent in the forward-looking statements contained herein, readers should not place undue reliance on forward-looking statements, which speak only as of the date hereof. We cannot guarantee any future results, outcomes, levels of activity, performance or achievements.

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THE PARTIES TO THE MERGER

The Dun & Bradstreet Corporation

The Dun & Bradstreet Corporation
103 John F. Kennedy Parkway
Short Hills, New Jersey 07078
(973) 921-5500

        D&B helps companies around the world improve their business performance. The global leader in commercial data and analytics, D&B gleans insight from data to enable our customers to connect with the prospects, suppliers, clients and partners that matter most. Since 1841, companies of every size have relied on D&B to help them manage risk and reveal opportunity.

        D&B is a corporation organized under the laws of the State of Delaware on April 25, 2000 and headquartered in Short Hills, NJ 07078. D&B's principal offices are located at 103 John F. Kennedy Parkway, Short Hills, NJ 07078 and our telephone number is (973) 921-5500. D&B common stock is traded on the New York Stock Exchange ("NYSE") under the ticker symbol "DNB". Our corporate web address is www.dnb.com. The information provided on, or that may be accessed through, the D&B website is not part of this proxy statement and is not incorporated in this proxy statement by reference hereby or by any other reference to D&B's website provided in this proxy statement.

        Additional information about D&B is contained in our public filings with the SEC. See the section entitled "Where You Can Find More Information" beginning on page [·].

Star Parent, L.P.

Star Parent, L.P.
c/o CC Capital
200 Park Ave., 58th Floor
New York, NY 10166
(212) 355-5515

        Parent is a Delaware limited partnership that was formed on August 7, 2018 solely for the purpose of entering into the merger agreement and related agreements and completing the transactions contemplated thereby. Parent has not conducted any business operations other than in connection with the transactions contemplated by the merger agreement and related agreements. Upon completion of the transactions contemplated thereby, D&B will be a wholly owned subsidiary of Parent. Parent's principal executive office is located care of CC Capital at 200 Park Avenue, 58th Floor, New York, NY 10166 and its telephone number is (212) 355-5515.

        As of immediately following the transactions contemplated in the merger agreement, Parent will be controlled by certain members of the Investor Group. As of the date hereof, Parent is controlled by affiliates of CC Capital, Bilcar and THL.

        CC Capital is a private investment firm founded in 2016 by Chinh Chu, with a focus on investing in and operating high-quality companies for the long term. Prior to founding CC Capital, Mr. Chu had a successful 25-year career at Blackstone and played an instrumental role in building its private equity business. Over the course of his career at Blackstone, Mr. Chu led several industry verticals for the private equity group, including financial services, technology, chemicals, and healthcare products. He served as co-chairman of the firm's Private Equity Investment Committee and served on the firm's Executive Committee.

        Bilcar is a partnership owned by Bill and Carol Foley. Bilcar's assets include various investments and business interests. Mr. Foley has over 32 years of experience as a director and executive officer of Fidelity National Financial, Inc. ("FNF"). FNF is a leading provider of title insurance, technology and

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transaction services to the real estate and mortgage industries. Mr. Foley is executive chairman of Black Knight, Inc., chairman of Cannae Holdings, Inc. and co-chairman of FGL Holdings.

        Cannae is a diversified holding company with over $1 billion in book value in assets and boasts a strong track record of investing in a diverse range of assets. Cannae holds majority and minority equity investment stakes in a number of entities, including Ceridian Holdings, LLC, American Blue Ribbon Holdings, LLC and T-System Holding LLC. Principals at Cannae have successfully acquired over 100 companies with aggregate consideration in excess of $30 billion for Fidelity National Financial, Inc., Cannae and related companies over the last 20 years.

        THL is a premier private equity firm investing in growth companies, headquartered in North America, exclusively in four industry sectors: Business & Financial Services, Consumer & Retail, Healthcare, and Media, Information Services & Technology. Using the firm's deep domain expertise and the internal operating capabilities of its Strategic Resource Group, THL seeks to create deal sourcing advantages, and to accelerate growth and improve operations in its portfolio companies in partnership with management teams. Since its founding in 1974, THL has raised over $25 billion of equity capital, acquired over 140 portfolio companies and completed over 360 add-on acquisitions, which collectively represent a combined enterprise value at the time of acquisition of over $200 billion.

Star Merger Sub, Inc.

Star Merger Sub, Inc.
c/o CC Capital
200 Park Ave., 58th Floor
New York, NY 10166
(212) 355-5515

        Merger Sub is a Delaware corporation and a wholly owned subsidiary of Parent that was formed on August 7, 2018 solely for the purpose of entering into the merger agreement and completing the transactions contemplated thereby. Merger Sub has not conducted any business operations other than in connection with the transactions contemplated by the merger agreement and related agreements. Merger Sub's principal executive office is located care of CC Capital at 200 Park Avenue, 58th Floor, New York, NY 10166 and its telephone number is (212) 355-5515.

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THE SPECIAL MEETING

        This proxy statement is being provided to D&B stockholders as part of a solicitation by the Board of proxies for use at the special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement of the special meeting.

Date, Time and Place

        The special meeting is scheduled to be held at [·] on [·], 2018 at [·], Eastern Time.

Purpose of the Special Meeting

        At the special meeting, D&B stockholders will be asked to consider and vote on the following proposals:

        Stockholders may also be asked to transact such other business as may properly be brought before the special meeting or any adjournments or postponements of the special meeting, by or at the direction of the Board.

        The holders of a majority of the outstanding shares of D&B common stock entitled to vote must vote to adopt the merger agreement at the special meeting as a condition to the completion of the merger. If D&B stockholders fail to approve the merger proposal, the merger will not occur. The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote to approve the merger proposal. Accordingly, a stockholder may vote to approve the merger proposal and vote not to approve the named executive officer merger-related compensation proposal, and vice versa. Because the vote on the named executive officer merger-related compensation proposal is only advisory in nature, it will not be binding on D&B, Parent or the surviving corporation. Accordingly, because D&B is contractually obligated to pay such merger-related compensation, the compensation will be payable, subject only to the conditions applicable thereto, if the merger proposal is approved, regardless of the outcome of the advisory vote.

        Other than the matters described above, D&B does not expect a vote to be taken on any other matters at the special meeting or any adjournment or postponement thereof. However, if any other matters are properly brought before the special meeting or any adjournment or postponement thereof for consideration, the holders of the proxies will have discretion to vote on such matters in accordance with their best judgment.

Recommendation of the Board

        The Board has determined that the merger, the merger agreement and the other transactions contemplated by the merger agreement, are fair to, and in the best interests of, D&B and its stockholders and has approved and declared advisable the merger agreement and the transactions contemplated thereby, including the merger, and has resolved to recommend that the merger

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agreement be adopted by D&B's stockholders. The approval of the Board was unanimous. The Board made its determination after consultation with its outside legal counsel and financial advisor and consideration of a number of factors more fully described in the section entitled "The Merger Proposal (Proposal 1)—Recommendation of the Board and Reasons for the Merger" beginning on page [·].

        The Board recommends that D&B stockholders vote "FOR" the merger proposal, "FOR" the named executive officer merger-related compensation proposal and "FOR" the adjournment proposal.

Record Date; Stockholders Entitled to Vote

        Only holders of record of D&B common stock at the close of business on [·], 2018, the record date for the special meeting, are entitled to notice of, and to vote at, the special meeting or any adjournments or postponements of the special meeting. On the record date, [·] shares of D&B common stock were issued and outstanding, held by approximately [·] holders of record.

        Holders of record of D&B common stock are entitled to one vote on each matter submitted to a vote at the special meeting for each share of D&B common stock they own of record on the record date. A complete list of stockholders entitled to vote at the special meeting will be available for inspection at D&B's principal place of business during regular business hours for a period of no less than 10 days before the special meeting and at the special meeting.

Quorum

        As of the close of business on the record date, there were [·] shares of D&B common stock outstanding. Under our bylaws, the holders of a majority of the outstanding shares of D&B common stock entitled to vote on a matter at the special meeting on the record date, whether in person or by proxy, will constitute a quorum. Accordingly, [·] shares of D&B common stock must be present or represented by proxy at the special meeting to constitute a quorum. There must be a quorum for business to be conducted at the special meeting. Failure of a quorum to be represented at the special meeting will necessitate an adjournment or postponement of the special meeting and may subject D&B to additional expense.

        If you submit (and do not thereafter revoke) a properly executed proxy card, even if you abstain from voting, your shares of D&B common stock will be counted for purposes of determining whether a quorum is present at the special meeting. In the event that a quorum is not present at the special meeting or additional votes must be solicited to adopt the merger agreement, the meeting may be adjourned or postponed to solicit additional proxies.

Required Vote

        The approval of the merger proposal requires the affirmative vote of the holders of a majority of the shares of D&B common stock outstanding on the record date and entitled to vote thereon.

        The approval of the named executive officer merger-related compensation proposal (on a non-binding basis) requires the affirmative vote of the holders of a majority of the shares of D&B common stock present in person or represented by proxy at the special meeting and entitled to vote thereon.

        The approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares of D&B common stock present in person or represented by proxy at the special meeting and entitled to vote thereon.

        As of the record date, [·] shares of D&B common stock were issued and outstanding, held by approximately [·] holders of record.

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Abstentions and Broker Non-Votes

        An abstention occurs when a stockholder attends a meeting, either in person or by proxy, but abstains from voting. At the special meeting, abstentions will be counted as present for purposes of determining whether a quorum exists. Abstaining from voting will have the same effect as a vote "AGAINST" the merger proposal, the named executive officer merger-related compensation proposal and the adjournment proposal.

        If no instruction as to how to vote is given (including no instruction to abstain from voting) in an executed, duly returned and not revoked proxy that is not held in "street name," the proxy will be voted "FOR" (i) approval of the merger proposal, (ii) approval of the named executive officer merger-related compensation proposal and (iii) approval of the adjournment proposal.

        Broker non-votes are shares held in "street name" by banks, brokerage firms or other nominees that are present or represented by proxy at the special meeting, but with respect to which the bank, brokerage firm or other nominee is not instructed by the beneficial owner of such shares how to vote on a particular proposal and such bank, brokerage firm or other nominee does not have discretionary voting power on such proposal. Under NYSE rules, banks, brokerage firms or other nominees holding shares in "street name" do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. Accordingly, if a beneficial owner of shares of D&B common stock held in "street name" does not give voting instructions to the bank, brokerage firm or other nominee, then those shares will not be permitted under NYSE rules to be voted at the special meeting, and thus will not be counted as present in person or by proxy at the special meeting. The vote to approve the merger proposal is based on the total number of shares of D&B common stock outstanding on the record date, not just the shares that are counted as present in person or by proxy at the special meeting. As a result, if you fail to issue voting instructions to your bank, brokerage firm or other nominee, it will have the same effect as a vote "AGAINST" the merger proposal, but will have no effect on the approval of the named executive officer merger-related compensation proposal or the adjournment proposal.

Failure to Vote

        If you are a stockholder of record and you do not sign and return your proxy card by mail or vote over the Internet, by telephone or in person at the special meeting, your shares will not be voted at the special meeting, will not be counted as present in person or by proxy at the special meeting and will not be counted as present for purposes of determining whether a quorum exists.

        As discussed above, under NYSE rules, brokers and other record holders do not have discretionary voting authority with respect to any of the three proposals described in this proxy statement. Accordingly, if you are the beneficial owner of shares held in "street name" and you do not issue voting instructions to your bank, brokerage firm or other nominee, your shares will not be voted at the special meeting and will not be counted as present in person or by proxy at the special meeting or counted as present for purposes of determining whether a quorum exists.

        A failure to vote will have no effect on the outcome of the named executive officer merger-related compensation proposal or the adjournment proposal, assuming that a quorum exists. However, the vote to approve the merger proposal is based on the total number of shares of D&B common stock outstanding on the record date, not just the shares that are counted as present in person or by proxy at the special meeting. As a result, if you fail to vote your shares, it will have the same effect as a vote "AGAINST" the merger proposal.

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Voting by D&B's Directors and Executive Officers

        On the record date, directors and executive officers of D&B and their affiliates were entitled to vote [·] shares of D&B common stock, or approximately [·]% of the shares of D&B common stock issued and outstanding on that date. D&B's directors and executive officers have informed us that they intend to vote their shares in favor of the merger proposal and the other proposals to be considered at the special meeting, although none of D&B's directors and executive officers is obligated to do so.

Voting at the Special Meeting

        If your shares are registered directly in your name with our transfer agent, you are considered a "stockholder of record." Stockholders of record can vote their shares of D&B common stock in the following four ways: (i) by indicating your vote by completing, signing and dating the proxy card where indicated and by mailing or otherwise returning the card in the envelope that will be provided to you, (ii) by submitting your proxy by telephone by dialing the toll-free number [·], (iii) by submitting your proxy over the Internet by going to [·] or (iv) by attending the special meeting and voting your shares in person. Even if you plan to attend the special meeting, D&B encourages you to submit a proxy in advance by Internet, telephone or mail so that your shares will be voted if you later decide not to attend the special meeting. Votes cast in person or by proxy at the special meeting will be tabulated by the inspectors of election appointed for the special meeting, who also will determine whether a quorum is present. Telephone and Internet facilities for the submission of proxies to vote shares will be available 24 hours a day and will close at 11:59 p.m. Eastern Time on [·], 2018. Proxy cards mailed with respect to shares must be received no later than [·], 2018 in order to be counted in the vote.

        If your shares are held by your bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in "street name" and you will receive a form from your bank, brokerage firm or other nominee seeking instruction from you as to how your shares should be voted. You should instruct your bank, brokerage firm or other nominee how to vote your shares on each proposal in accordance with your voting instruction form. If you beneficially own your shares and receive a voting instruction form, you can vote by following the instructions on your voting instruction form. Please refer to information from your bank, broker or other nominee on how to submit voting instructions. Stockholders who hold their shares in "street name" are not able to vote at the special

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meeting unless they have a proxy, executed in their favor, from the stockholder of record (bank, brokerage firm or other nominee) giving them the right to vote the shares at the special meeting.

        Stockholders who are entitled to vote at the special meeting may attend the special meeting. If you are a stockholder of record, you should bring the proxy card and proof of identification. If you are a beneficial owner of shares held in "street name," you should present proof of ownership of D&B common stock as of the record date, such as a bank or brokerage account statement, along with proof of identification.

Revocation of Proxies

        You can change or revoke your proxy at any time before the final vote at the special meeting. If you are the stockholder of record, you may change or revoke your proxy by:

        If you hold shares in "street name," you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy in person at the special meeting if you obtain a proxy, executed in your favor, from the stockholder of record (bank, brokerage firm or other nominee) giving you the right to vote the shares.

        If you submit a proxy or provide instructions to vote your shares and do not thereafter revoke such proxy or change such instructions in accordance with one of the methods set forth above, your shares will be represented and voted at the special meeting in accordance with your instructions.

Solicitation of Proxies

        The Board is soliciting your proxy, and D&B will bear the cost of soliciting proxies. Morrow has been retained to assist with the solicitation of proxies and provide related proxy advisory services. Morrow will be paid $17,500 plus reasonable and documented out-of-pocket expenses for these services in connection with the special meeting. D&B will also indemnify Morrow for certain losses arising out of these services. Solicitation initially will be made by mail. D&B and Morrow also will request that banks, brokerage firms, and other custodians, nominees and fiduciaries send proxy materials to the beneficial owners of shares of D&B common stock and will, if requested, reimburse them for their reasonable out-of-pocket expenses in doing so.

Adjournment

        In addition to the merger proposal and the named executive officer merger-related compensation proposal, D&B stockholders are also being asked to approve the adjournment proposal, which will enable the adjournment of the special meeting for the purpose of soliciting additional votes in favor of the merger proposal if there are not sufficient votes at the time of the special meeting to approve the merger proposal. If a quorum is not present, the person presiding at the special meeting or the stockholders holding a majority of the shares of D&B common stock present in person or by proxy at the special meeting and entitled to vote thereat may adjourn the special meeting from time to time until a quorum shall be present. If the adjournment is for more than 30 days, or if a new record date is set for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of

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record entitled to vote at the meeting. In addition, the special meeting could be postponed before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, stockholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If you return a proxy and do not indicate how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal.

        The Board recommends a vote "FOR" the adjournment proposal, if necessary or appropriate, to solicit additional proxies.

Other Information

        You should not send documents representing D&B common stock with the proxy card. If the merger is completed, the paying agent for the merger will send you transmittal materials and instructions for exchanging your shares of D&B common stock for the merger consideration to be paid to the former D&B stockholders in connection with the merger.

Questions

        If you have more questions about the merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact our proxy solicitor:

GRAPHIC

509 Madison Avenue
Suite 1608
New York, NY 10022
(800) 662-5200
DNB@morrowsodali.com

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THE MERGER PROPOSAL
(PROPOSAL 1)

        The discussion of the merger in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and is hereby incorporated by reference into this proxy statement. We urge you to read the merger agreement carefully and in its entirety.

Structure of the Merger

        Subject to the terms and conditions of the merger agreement and in accordance with the DGCL, at the effective time, Merger Sub will merge with and into D&B, the separate corporate existence of Merger Sub will cease and D&B will survive the merger as a wholly owned subsidiary of Parent.

What Stockholders Will Receive in the Merger

        At the effective time, each outstanding share of D&B common stock (other than excluded shares) will be automatically converted into the right to receive $145.00 in cash, without interest and subject to any applicable withholding taxes. After the merger is completed, holders of D&B common stock will have only the right to receive a cash payment in respect of their shares of D&B common stock and will no longer have any rights as holders of D&B common stock, including voting or other rights. Shares of D&B common stock held by Parent, Merger Sub or D&B (as treasury stock or otherwise) and their respective direct or indirect wholly owned affiliates will remain outstanding at the effective time.

Treatment of D&B Equity Awards

        Stock Options.    Each D&B stock option that is outstanding immediately prior to the effective time will automatically be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the per share merger consideration over the per share exercise price of such option, multiplied by (ii) the number of shares of D&B common stock underlying such D&B stock option, subject to any applicable withholding taxes. All outstanding D&B stock options are vested and exercisable. Any D&B stock option that has a per share exercise price that is equal to or greater than the per share merger consideration will be cancelled without consideration.

        Stock Awards.    Each D&B stock award that is outstanding as of immediately prior to the effective time will automatically be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the aggregate number of shares of D&B common stock in respect of such D&B stock award multiplied by (ii) the per share merger consideration, subject to any applicable withholding taxes. Each such D&B stock award subject to performance-based vesting conditions for which actual performance has not been determined by D&B as of immediately prior to the effective time shall be deemed earned at the target performance level.

        Any payment to which a holder of D&B stock options or D&B stock awards may become entitled to receive will be paid through the surviving corporation's payroll systems no later than 10 business days following the effective time. However, any payment in respect of a D&B stock award that constitutes nonqualified deferred compensation subject to Section 409A of the tax code, will be paid at the earliest time permitted under the applicable plans that will not trigger interest or penalties under Section 409A.

Effects on D&B if the Merger Is Not Completed

        If the merger proposal is not approved by D&B stockholders or if the merger is not completed for any other reason, D&B stockholders will not receive any payment for their shares of D&B common stock in connection with the merger. Instead, D&B will remain a standalone public company and shares

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of D&B common stock will continue to be listed and traded on the NYSE. In addition, if the merger is not completed, D&B expects that management will operate D&B's business in a manner similar to that in which it is being operated today and that D&B stockholders will continue to be subject to the same risks and opportunities to which they are currently subject, including, without limitation, risks related to our commercial operations and relationships, laws and regulations affecting our industry, as well as the evolving regulatory environment and adverse economic conditions, and the various additional risks and uncertainties that are described in D&B's most recent Annual Report on Form 10-K filed with the SEC.

        Furthermore, if the merger is not completed, and depending on the circumstances that would have caused the merger not to be completed, the price of D&B common stock may decline. If that were to occur, it is uncertain when, if ever, the price of D&B common stock would return to the price at which it trades as of the date of this proxy statement.

        Accordingly, if the merger is not completed, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of D&B common stock. If the merger is not completed, the Board will continue to evaluate and review D&B's business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate by the Board and management, and continue to seek to identify strategic alternatives to enhance stockholder value. If the merger proposal is not approved by D&B stockholders or if the merger is not completed for any other reason, there can be no assurance that any other transaction acceptable to D&B will be offered or that D&B's stock price, business, prospects or results of operation will not be adversely impacted.

        Further, upon termination of the merger agreement, under certain specified circumstances, D&B may be required to pay an aggregate termination fee of approximately $81.4 million if the merger agreement is terminated by D&B in connection with D&B's entry into a definitive agreement with an excluded person with respect to a superior proposal prior to 11:59 p.m. Eastern Time on October 7, 2018, or approximately $203.6 million if such agreement to enter into a superior proposal is with any person other than an excluded person prior to 11:59 p.m. Eastern Time on October 7, 2018 or with an excluded person after such time. D&B may also be required to pay an approximately $203.6 million termination fee under other certain specified circumstances or expense reimbursement not to exceed $25.0 million to Parent. Upon termination of the merger agreement, under certain specified circumstances, Parent may be required to pay D&B a reverse termination fee of approximately $380.1 million pursuant to the terms and conditions of the merger agreement. See the section entitled "The Merger Agreement—Termination Fees and Expenses" beginning on page [·] for a discussion of the circumstances under which either party will be required to pay a termination fee or reimburse any expenses.

Background of the Merger

        The Board, together with the management of D&B, regularly reviews D&B's strategic plans and alternatives, taking account of changes in economic, competitive and other conditions, as well as D&B's performance.

        The Board, together with the management of D&B, focused during 2017 on plans for improving performance of the business in the wake of criticism from equity research analysts and investors regarding D&B's historical failure to achieve publicly disclosed forward-looking targets. In the fourth quarter of 2017, an equity research analyst published a report that concluded that D&B faced significant challenges in enacting a turnaround and that the advisable course would be to sell D&B to private equity buyers. The Board, however, determined during its deliberations throughout 2017 that it was not the right time to pursue a sale of D&B in view of the Board's continued exploration of the prospects for orchestrating a successful turnaround. These deliberations were informed by financial

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advice from J.P. Morgan, which had been engaged by the Board as its financial advisor during the first half of 2017 to advise the Board in connection with its ongoing consideration of ways to maximize stockholder value, including consideration of strategic alternatives to D&B's stand-alone plan.

        Although the Board did not determine during 2017 to pursue a sale of D&B, the Board did authorize management during the fourth quarter of 2017 to engage in confidential discussions and to share confidential information with financial sponsors and/or private equity firms interested in exploring a minority, non-controlling equity investment in D&B, commonly referred to as a private investment in public equity (or a "PIPE" transaction or investment). The potential benefits of a PIPE investment, which the Board considered at the time, were a significant cash infusion to fund organic investments to enhance D&B's product offerings and technology platform and the addition of expertise and oversight from the PIPE investor, which investor would bring past experience with similar transformations, and who would also typically have the right to representation on the Board. Pursuant to this authorization, D&B entered into confidentiality agreements with, and disclosed confidential information about D&B to, four private equity firms (which we refer to as Financial Sponsor A, Financial Sponsor B, Financial Sponsor C and Financial Sponsor D) and one additional private equity firm, which was controlled by a strategic operating company that had commercial ties with D&B and which firm was understood and permitted by D&B to work in tandem with Financial Sponsor A. The confidentiality agreements with Financial Sponsor A and the private equity firm with which it was understood to be working in tandem were signed on November 21, 2017 and December 11, 2017, respectively; the confidentiality agreement with Financial Sponsor B was signed on December 26, 2017; the confidentiality agreement with Financial Sponsor C was signed on December 28, 2017; and the confidentiality agreement with Financial Sponsor D was signed on January 8, 2018. Each of these confidentiality agreements contained customary confidentiality provisions and a 12-month standstill provision and prohibited contact with potential debt and equity financing sources in connection with an acquisition of D&B without D&B's prior written approval. The standstill restrictions in each of these agreements did not prevent the bidders from making private proposals to the Board and provided for termination upon the entrance by D&B into a definitive written agreement for the acquisition of D&B.

        On January 24, 2018, the Board met with representatives of J.P. Morgan, as well as D&B's outside legal advisor, Cleary Gottlieb Steen & Hamilton LLP ("Cleary Gottlieb"), to consider strategic alternatives to the stand-alone plan in view of ongoing efforts at D&B to plan for improvements to D&B's prospects. The Board determined at the time not to authorize exploration of a sale of D&B, but to authorize management, with support from J.P. Morgan and Cleary Gottlieb, to continue exploration of a PIPE transaction with potentially interested financial sponsors.

        On February 12, 2018, D&B announced the departure of its Chairman and CEO. In addition, as part of its ongoing efforts to orchestrate a turnaround of D&B, the Board undertook a series of initiatives, including appointing Thomas Manning (who was then a non-management member and Lead Director of the Board) to serve as both Chairman of the Board and interim CEO to help D&B continue to develop plans for improving D&B's performance and prospects, appointing James Fernandez as Lead Director, and engaging an executive search firm to solicit candidates to serve as the permanent CEO. D&B also announced these developments on February 12, 2018. On February 13, 2018, D&B held its quarterly earnings call, during which Mr. Manning explained that a management consulting firm was supporting D&B's efforts to plan for operational improvements going forward and that "[t]he first phase of [the consulting firm's] work validated [D&B's] strategy and identified barriers to growth and cost opportunities. The next phase of [the consulting firm's] work will include a full portfolio and business assessment and [D&B is] open to considering all options for value creation that may be identified." Public equity research analysts, as well as a Bloomberg reporter, wrote reports following this call speculating that the absence of a permanent CEO, the challenges of implementing a turnaround, the financial profile of D&B and Mr. Manning's statements about openness to options for value creation were all indications that D&B may be a future target for an acquisition transaction, including by a leveraged buyout.

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        In the weeks following this announcement, D&B continued discussions and the provision of confidential information to Financial Sponsor C and Financial Sponsor D in response to their continued expressions of interest in exploring a possible PIPE transaction with D&B. Following initial discussions, neither Financial Sponsor A nor Financial Sponsor B further engaged with D&B or its representatives regarding a potential PIPE investment or other transaction.

        On April 8, 2018, in response to receipt of an inquiry from Financial Sponsor E, a private equity firm, D&B entered into a confidentiality agreement with Financial Sponsor E. This agreement contained customary confidentiality provisions and a 12-month standstill provision and prohibited contact with potential debt and equity financing sources in connection with an acquisition of D&B without D&B's prior written approval. The standstill restrictions in this confidentiality agreement did not prevent Financial Sponsor E from making private proposals to the Board and provided for termination upon the entrance by D&B into a definitive written agreement for the acquisition of D&B. Thereafter, D&B commenced discussions with, and provided confidential information to, Financial Sponsor E in connection with the exploration of a PIPE transaction with D&B. The respective discussions with, and provision of confidential information to, Financial Sponsor C, Financial Sponsor D and Financial Sponsor E continued over the next three months, including presentations by management and access to a virtual data room.

        On April 17, 2018, Chinh Chu, senior managing director and founder of CC Capital, called a representative of J.P. Morgan. Mr. Chu indicated that his firm was interested in pursuing an acquisition of D&B, that CC Capital had spent the past several weeks doing work based on public information and that he would like to meet with representatives of D&B to share his perspectives on a potential transaction. Mr. Chu indicated that, based on CC Capital's preliminary work, it would be willing to pay between $140.00 and $145.00 in cash per share of D&B common stock to acquire all of the equity of D&B. The representative of J.P. Morgan informed Mr. Chu that D&B was not pursuing a sale of D&B at such time, but the Board was evaluating its options and J.P. Morgan would share Mr. Chu's perspective and indication of interest with the Board.

        On April 25, 2018, Mr. Manning spoke by phone with Mr. Chu of CC Capital regarding a potential PIPE transaction. During this discussion, Mr. Chu mentioned the possibility of an acquisition of all of the equity of D&B at a price of $140.00 in cash per share of D&B common stock.

        On May 3, 2018, Mr. Manning met with Mr. Chu. During this meeting, Mr. Chu indicated his belief he could secure the funding required for an acquisition of all of the equity of D&B at a price between $140.00 and $145.00 in cash per share of D&B common stock. Mr. Manning told Mr. Chu that D&B was not pursuing a sale of D&B at that time.

        On May 4, 2018, Mr. Chu contacted a representative of J.P. Morgan to reiterate CC Capital's interest in acquiring all of the equity of D&B at $140.00-$145.00 in cash per share of D&B common stock. J.P. Morgan indicated that the Board had not determined to pursue a sale of D&B at that time and encouraged CC Capital to consider a proposal for a PIPE transaction. The following week, Mr. Chu reaffirmed to Mr. Manning that, while CC Capital would consider a PIPE transaction, its focus was on a going-private transaction at a price of $145.00 in cash per share of D&B common stock.

        On May 7, 2018 and May 8, 2018, the Board met with members of senior management present. Representatives of J.P. Morgan and Cleary Gottlieb joined portions of the meeting. The meeting included a preliminary presentation by J.P. Morgan relating to D&B's public market overview, analyst commentary and the state of the high-yield financing market; a discussion by the directors, in consultation with the Board's advisors, about the potential costs of D&B's engaging in a PIPE transaction; and a discussion led by Cleary Gottlieb of the Board's fiduciary duties in connection with the consideration of a PIPE or other strategic transaction. Following these discussions, the Board directed the management team to work with J.P. Morgan and Cleary Gottlieb on the continued pursuit

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of proposals for a PIPE transaction and for management simultaneously to pursue the implementation of recommendations for improvement to D&B's stand-alone plan.

        On May 10, 2018, D&B held its first quarter earnings call, during which Mr. Manning announced that, although D&B was continuing to pursue initiatives to improve performance, "we are simultaneously open to considering all options for maximizing shareholder value." He then added: "Our fiduciary responsibility requires us to listen to alternatives and be aware of those alternatives, so we are fully open-minded around all of that."

        On May 29, 2018, D&B and CC Capital entered into a confidentiality agreement for the stated purpose of exploring a PIPE investment. This confidentiality agreement contained customary confidentiality provisions and a 12-month standstill provision and prohibited contact with potential debt and equity financing sources in connection with an acquisition of D&B without D&B's prior written approval. The standstill restrictions in this confidentiality agreement did not prevent CC Capital from making private proposals to the Board and provided for termination upon the entrance by D&B into a definitive written agreement for the acquisition of D&B. After the execution of this confidentiality agreement, D&B commenced sharing confidential information with CC Capital and its representatives, including by management presentations and access to the virtual data room.

        On June 13, 2018, in response to an inquiry by Financial Sponsor F, a private equity firm, to J.P. Morgan, Mr. Manning spoke by phone with representatives of Financial Sponsor F to provide them with a brief overview of D&B's business so that Financial Sponsor F could determine if it was interested in pursuing a PIPE transaction with D&B. Shortly thereafter, Financial Sponsor F indicated to D&B that it would not be interested in pursuing a PIPE transaction with D&B.

        On June 13, 2018, J.P. Morgan, on behalf of the Board, sent a form of term sheet for a potential PIPE transaction to each of Financial Sponsor C, Financial Sponsor D, Financial Sponsor E and CC Capital, together with a request for each firm to submit a written response to such term sheet by July 9, 2018. The form of term sheet did not specify the dollar amount of the investment, the rate at which dividends would accrue, the conversion premium or the number of Board seats to which the investor would be entitled, but provided an outline for an investment in a newly authorized series of perpetual convertible preferred stock, not to exceed 19.9% of the shares of D&B common stock outstanding immediately before the issuance, having the following material terms: a dividend coupon in an amount to be agreed, payable quarterly in arrears, in cash or in kind at D&B's option; a perpetual term; Board representation rights; limited veto rights over economic matters; customary standstill restrictions on the investor; and other terms and conditions customary for a transaction of this type. Due diligence activities by each of these financial sponsors continued during the period leading up to July 9, 2018, including presentations and access to additional materials and data through the virtual data room.

        On June 15, 2018, the Board met with members of senior management, J.P. Morgan and Cleary Gottlieb to receive an update on the process relating to PIPE proposals and plans for improvement to D&B's stand-alone plan and prospects. At this meeting, members of management reported to the Board that, while not yet finalized, second quarter results were likely to underperform market expectations.

        On June 17, 2018, an equity research analyst published a report on D&B that concluded that "potential take-out speculation appears increasingly priced-in given outperformance in shares since [the] CEO departure announcement."

        On July 9, 2018, CC Capital submitted a written non-binding proposal to acquire D&B for $145.00 in cash per share of D&B common stock, subject to, among other things, completion of confirmatory

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due diligence and securing the debt and equity financing it would need to complete the transaction. CC Capital's proposal stated that the firm was not interested in pursuing a PIPE proposal and noted:

        On July 10, 2018, Financial Sponsor C submitted a non-binding markup of D&B's form of PIPE term sheet. The cover note to the submission stated:

        The markup did not specify the aggregate dollar amount of the investment, but described an investment by Financial Sponsor C in a newly authorized series of convertible preferred stock, not to exceed 19.9% of the shares of D&B common stock outstanding immediately before the issuance, having the following material terms: a perpetual term with a redemption right at the option of the investor commencing on the seventh anniversary of the issuance; a dividend coupon of 6.0% per annum payable quarterly in arrears (paid in kind for the first 4 years and thereafter in cash or in kind at D&B's option); an initial conversion price reflecting a 5.0% premium to the unaffected volume weighted average price ("VWAP") of D&B common stock for the 20 trading days prior to announcement subject to adjustment that would benefit the investor in the event the trading price of D&B common stock decreases in the 5 trading days following announcement of the investment and the second quarter earnings release; a change-of-control put right of the investor that ratchets up to 2.0x the liquidation preference after the 18-month anniversary of the issuance; two Board seats and other Board and committee representation rights; veto rights over certain economic matters, as well as over the hiring and firing of any chief executive officer for the next two years, adoption of a poison pill, or entrance into any M&A transaction with a value in excess of $100,000,000.00; customary standstill restrictions on the investor; and other terms and conditions customary for transaction of this type.

        On July 10, 2018, Mr. Fernandez spoke with a representative of Financial Sponsor D. Financial Sponsor D expressed ongoing interest in a PIPE transaction.

        On July 10, 2018, Financial Sponsor E informed representatives of J.P. Morgan that it did not plan on moving forward with a proposal for a PIPE transaction. Financial Sponsor E's representatives indicated a view that based on D&B's proposed term sheet, the parties were unlikely to reach agreement on the pricing of the security to be issued in a PIPE transaction.

        On July 11, 2018, Financial Sponsor D submitted a non-binding markup of D&B's form of proposed PIPE term sheet and proposed a target signing date of August 16, 2018 (a date after D&B's next earnings release, scheduled for August 9, 2018). The term sheet contemplated a $500,000,000.00 to $750,000,000.00 minority equity investment in the form of perpetual convertible preferred stock, not to exceed 19.9% of the shares of D&B common stock outstanding immediately before the issuance, having the following material terms: a perpetual term with a redemption right at the option of the investor commencing on the eighth anniversary of the issuance; a dividend coupon of 6.0% per annum payable

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quarterly in arrears, with 3.0% paid in cash and the remainder paid in cash or in kind at D&B's option; an initial conversion price reflecting a 15% premium to the VWAP of D&B common stock for the 30 trading days prior to announcement (which announcement would occur on a date after the announcement of D&B's second quarter earnings scheduled for August 9, 2018); two Board seats; limited veto rights over certain economic and other matters; customary standstill restrictions on the investor; and other terms and conditions customary for transaction of this type.

        On July 13, 2018, a representative of Financial Sponsor D met with Paul Garcia, an independent director of D&B, to discuss Financial Sponsor D's continued interest in making a proposal for a PIPE investment in D&B and the Board's role in overseeing D&B's business.

        On July 16, 2018, the Board met with members of senior management and representatives of J.P. Morgan and Cleary Gottlieb. At this meeting, the Board discussed and consulted with J.P. Morgan, Cleary Gottlieb and management about the summaries prepared by J.P. Morgan of the PIPE term sheets received from Financial Sponsor C and Financial Sponsor D and the proposal to buy all of the equity of D&B from CC Capital, as well as the decision by CC Capital and Financial Sponsor E not to proceed with a proposal for a PIPE transaction. The Board determined, in consultation with its advisors and management, that the PIPE proposals received to date were not in the best interests of D&B and its stockholders due to the high cost to D&B of the terms of the underlying security to be issued, the dilution of existing stockholders and, in the case of the proposal by Financial Sponsor C, the extent of the governance rights to be granted to the investor. The Board observed that, while the price proposed by CC Capital could be in the best interests of stockholders, the proposal by CC Capital was not yet financed with equity or debt commitments and that the Board wanted to review further financial analysis of the CC Capital proposal at a future meeting based on the Forecasts, including following preparation by management of the Risk-Adjusted High Probability Plan (see the section entitled "Certain Unaudited Prospective Financial Information" beginning on page [·]). The Board instructed management and the advisors to provide feedback to each of Financial Sponsor C and Financial Sponsor D on the proposed terms that rendered their respective PIPE proposals unattractive and to request that each of Financial Sponsor C and Financial Sponsor D submit improved term sheets for a PIPE transaction over the next week. In addition, the Board instructed management and the advisors to request that each of Financial Sponsor C, Financial Sponsor D and Financial Sponsor E submit indications of interest in acquiring D&B. The Board observed, after consultation with management and the Board's advisors, that each of Financial Sponsor C, Financial Sponsor D and Financial Sponsor E was an experienced and well-capitalized private equity firm, had completed meaningful diligence over an extended period and would be in a position to provide competitive indications of interest in a transaction to acquire all of the equity of D&B that would permit the Board to better evaluate and benchmark the acquisition proposal by CC Capital.

        On July 16, 2018, subsequent to the meeting of the Board, representatives of J.P. Morgan, on behalf of the Board, invited each of Financial Sponsor C, Financial Sponsor D and Financial Sponsor E to submit an indication of interest in a proposal to acquire D&B. Additionally, representatives of J.P. Morgan, on behalf of the Board, informed CC Capital that it could proceed with diligence in connection with its proposal to acquire all of the equity of D&B, but also noted that CC Capital was not alone in considering an acquisition transaction and that the Board was continuing to consider a potential PIPE transaction in parallel. During this period following the July 16, 2018 Board meeting and through the execution of the merger agreement, each of Financial Sponsor C, Financial Sponsor D, Financial Sponsor E and CC Capital continued to have access to the virtual data room, which included the Forecasts, and D&B continued to respond to their respective due diligence inquiries.

        In the days following the July 16, 2018 Board meeting, representatives of J.P. Morgan, on behalf of D&B, provided each of Financial Sponsor C and Financial Sponsor D with proposed revisions to such party's PIPE transaction term sheet. These revisions included elimination of the redemption right of the investor upon a specified anniversary of the issuance, reduction of the dividend rate to the 4% to

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5% per annum range, limitation of the requirement to pay dividends in kind for the first two years after the issuance, a requirement that the conversion premium be in the range of 20% to 25% of a VWAP period ending before the announcement of the investment (and which announcement D&B was seeking to have occur concurrently with the second quarter earnings announcement scheduled for August 9), and, in the case of Financial Sponsor C, reduction of the cost to D&B of the investor's change-of-control put right and limitation of the veto rights of the investor. The representatives of J.P. Morgan indicated to Financial Sponsor C and Financial Sponsor D that each should improve its respective terms for a potential PIPE transaction, and separately informed Financial Sponsor C that Financial Sponsor C's governance terms were inconsistent with what D&B would be willing to consider in the context of a minority investment. The representatives of J.P. Morgan made clear that the requests for new PIPE term sheets from Financial Sponsor C and Financial Sponsor D were meant to be in parallel with the requests for indications of interest to acquire all of the equity of D&B.

        On July 18, 2018, representatives of Financial Sponsor E informed representatives of J.P. Morgan that Financial Sponsor E did not plan to submit a proposal for an acquisition transaction as it was unable to value D&B at a premium to the then-current trading price of D&B common stock. The closing price per share of D&B common stock on July 17, 2018 was $128.93.

        On July 20, 2018, Financial Sponsor D submitted a revised proposal for a potential PIPE transaction. The revisions included an option of the investor to cause redemption of the preferred shares upon the eighth anniversary of the issuance, a dividend rate of 5.5% per annum with 3.0% paid in cash and the remainder in cash or in kind at the option of D&B; and a conversion price that reflected a 15% premium to the 20 trading day VWAP preceding announcement of the investment (which Financial Sponsor D continued to contemplate occurring after August 9, 2018). Concurrently with delivery of the PIPE transaction proposal, representatives of Financial Sponsor D indicated that it did not plan to submit a proposal for an acquisition transaction because its internal analyses of the results of its several months-long due diligence exercise would not support an adequate premium to the then-current trading price of D&B common stock. The closing price per share of D&B common stock on July 19, 2018 was $128.64.

        On July 20, 2018, representatives of J.P. Morgan met with representatives of Financial Sponsor C who indicated that Financial Sponsor C planned to submit a revised PIPE transaction proposal shortly after July 23, 2018. In addition, Financial Sponsor C indicated that it might submit a proposal for an acquisition transaction later that week but was not prepared to do so at that time. J.P. Morgan again urged Financial Sponsor C to submit an indication of interest in an acquisition transaction reflecting the best possible price per share that Financial Sponsor C would be willing to pay.

        On July 23, 2018, the Board met with members of senior management and representatives of J.P. Morgan and Cleary Gottlieb. In addition, representatives of CC Capital (including Mr. Chu), Financial Sponsor C and Financial Sponsor D separately attended portions of the meeting. During the meeting, CC Capital, Financial Sponsor C and Financial Sponsor D each presented separately to the Board regarding their respective proposals and plans for D&B. Financial Sponsor D summarized its proposal for a PIPE transaction and its view of the value it could add to D&B through such a transaction. After Financial Sponsor D's presentation, the directors discussed the dilutive impact of a PIPE transaction generally and Financial Sponsor D's particular hesitance, as indicated in its July 11, 2018 PIPE proposal and subsequently reiterated to both J.P. Morgan and the Board on July 23, to enter into a definitive agreement with respect to a PIPE transaction prior to D&B's next earnings release, scheduled for August 9, 2018. Following this discussion, Mr. Chu provided background on CC Capital and his transaction partner William P. Foley. Mr. Chu also indicated he was ready to execute a merger agreement prior to August 9, 2018 and reiterated his proposed offer price of $145.00 in cash per share of D&B common stock. Finally, Financial Sponsor C's presentation discussed the extensive due diligence Financial Sponsor C and its advisors had conducted and Financial Sponsor C's preference, based on its diligence, for a PIPE transaction rather than an acquisition transaction.

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        Following these discussions with Financial Sponsor D, CC Capital and Financial Sponsor C, representatives of J.P. Morgan presented preliminary financial analyses of D&B and the proposal by CC Capital, using the Forecasts (see the section entitled "Certain Unaudited Prospective Financial Information" beginning on page [·]). During this discussion, Cleary Gottlieb advised the Board of its fiduciary duties and other legal implications of a potential sale of the Company. Following this presentation, the directors, in consultation with J.P. Morgan and Cleary Gottlieb, discussed a bidding process for a potential sale of D&B. This discussion included discussion of the potential utility of a "go-shop" structure with a low break-up fee in the merger agreement to provide an opportunity for D&B to conduct an additional market check after public announcement of a transaction for a sale of D&B. The Board discussed how the go-shop would be of value for market checking interest from any prospective third-party bidders that might be willing to make a more attractive offer. The Board observed that the go-shop process, however, may be of limited, if any, value for market checking interest from Financial Sponsor C, Financial Sponsor D and Financial Sponsor E, as each had already conducted due diligence and had had ample opportunity to submit to D&B an informed indication of interest to acquire D&B. The Board instructed management and the Board's advisors to continue negotiations with each of Financial Sponsor C and Financial Sponsor D about a PIPE transaction, to continue negotiations with CC Capital about its proposal to acquire all of the equity of D&B, to continue to urge each of Financial Sponsor C and Financial Sponsor D to deliver an indication of interest to acquire all of the equity of D&B, and to continue to be responsive to due diligence requests from and provide due diligence access to each of CC Capital, Financial Sponsor C and Financial Sponsor D, as well as reasonable debt and equity financing sources specified by any of them.

        During the week of July 23, 2018, representatives of J.P. Morgan, on behalf of the Board, again contacted representatives of Financial Sponsor C and Financial Sponsor D to determine when they planned to submit an indication of interest in acquiring D&B.

        In response to requests from J.P. Morgan, per instructions of the Board that CC Capital firm up evidence of its financing commitments so that the Board could better evaluate the execution risks associated with CC Capital's proposal, representatives of CC Capital, from the week of July 23, 2018 through the delivery of the executed financing commitments for the merger, continued discussions with the Investor Group about securing and finalizing the financing commitments for the merger.

        On July 26, 2018, D&B gave a management presentation to CC Capital and certain other members of the Investor Group.

        On July 27, 2018, in response to respective requests from Financial Sponsor C and Financial Sponsor D in connection with their consideration of PIPE transactions, J.P. Morgan informed each of Financial Sponsor C and Financial Sponsor D of the names of two of the candidates who were then under consideration by the Nominating and Governance Committee of the Board for the position of permanent CEO.

        On July 27, 2018, Financial Sponsor D informed J.P. Morgan that it was unwilling to execute definitive documentation for a PIPE transaction prior to D&B's next earnings release on August 9, 2018, but that it could do so potentially within weeks thereafter if a transaction remained viable.

        On July 29, 2018, Cleary Gottlieb sent an initial draft merger agreement to Kirkland & Ellis LLP, as counsel to Parent ("Kirkland & Ellis"). Among other matters, the draft merger agreement contemplated a "go-shop" period during which D&B would be permitted to solicit alternative proposals; a reduced termination fee payable by D&B upon entrance into an alternative transaction agreement for a superior proposal with any party that submitted a proposal during the go-shop period that was reasonably likely to lead to a superior proposal; and a reverse termination fee payable by the Investor Group if the transaction failed to close in certain instances.

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        On July 31, 2018, Mr. Manning spoke with a representative of Financial Sponsor D, who reiterated Financial Sponsor D's previous messages that an indication of interest in a buyout of D&B would not be forthcoming and that Financial Sponsor D remained keen to continue discussions of a PIPE transaction after D&B's earnings release.

        On July 31, 2018, and August 1, 2018, Financial Sponsor C submitted successive iterations of a revised proposal for a PIPE transaction. The final iteration contained the following material revisions to the revised term sheet that J.P. Morgan, on behalf of the Board, had provided to Financial Sponsor C following the July 16, 2018 meeting of the Board: an aggregate investment of up to $750,000,000.00; a right to redemption upon the seventh anniversary of the investment; dividends accruing at a rate of 6% per annum payable in cash or in kind at the option of D&B until the fourth anniversary of the investment and thereafter in kind; a conversion price at a premium of 5% to 10% over the lower of the VWAP for the 20 trading days before announcement of the investment and the VWAP for the five trading days after the announcement of the investment (which was contemplated as occurring on the same date as the second quarter earnings release by D&B scheduled for August 9, 2018); a change-of-control put right of the investor at a premium declining over time from 1.5x to 1.2x the liquidation preference; veto rights over M&A transactions with a value in excess of $250,000,000.00 and over which candidate the search committee of the Board would recommend to be the next CEO; and a right to appoint its representatives to occupy two Board seats, including the co-Chair of the Board. This proposal was submitted on August 1, 2018 and was the last PIPE transaction proposal received from Financial Sponsor C.

        On July 31, 2018, Cleary Gottlieb sent to Kirkland & Ellis an initial draft of D&B's disclosure schedules to the draft merger agreement.

        On August 1, 2018, representatives of J.P. Morgan and Cleary Gottlieb, after consultation with D&B, informed representatives of Financial Sponsor C that Financial Sponsor C's revised PIPE transaction terms still contained economic and governance terms that would not be acceptable to D&B and provided specific feedback regarding potential improvements to such terms. Subsequently, Financial Sponsor C asked if it could be partnered with another party contemplating an acquisition of D&B. The representatives of J.P. Morgan did not rule out this possibility, but informed Financial Sponsor C that, as a threshold matter, Financial Sponsor C needed to submit as soon as possible an indication of interest for an acquisition transaction so that D&B could understand the potential valuation that Financial Sponsor C was attributing to D&B taking into account all of its due diligence and internal analyses. The representatives of J.P. Morgan made clear that the purpose of the indication of interest was to understand Financial Sponsor C's views relative to other parties and that, if Financial Sponsor C was interested in pursuing an acquisition of D&B, the time to put forward an indication of interest would be now. Financial Sponsor C then requested a draft merger agreement and the related disclosure schedules, which Cleary Gottlieb provided to outside counsel to Financial Sponsor C. Neither Financial Sponsor C nor its outside counsel subsequently responded to this draft merger agreement and disclosure schedules.

        Commencing on August 1, 2018, representatives of D&B, Cleary Gottlieb, J.P. Morgan, CC Capital and Kirkland & Ellis commenced a week of negotiation of the merger agreement and related transaction documentation as well as confirmatory diligence. In particular, these discussions focused on: the length of the go-shop period and any subsequent period in which D&B could continue to sign up a superior proposal with a party that emerged during the go-shop period while still paying the lower termination fee; the exclusion from eligibility for the lower termination fee of any of the other parties that currently had full due diligence access and the opportunity to submit competing bids prior to the signing of the merger agreement; the undertakings of the Investor Group to obtain regulatory clearances for the merger; whether D&B would be permitted to continue to pay its regular quarterly dividend; and the status of the Investor Group financing for a potential transaction.

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        On August 2, 2018, Financial Sponsor C provided representatives of J.P. Morgan with a proposal to acquire all of the equity of D&B at $136.00 in cash per share of D&B common stock based on initial leverage guidance from a group of banks and acknowledging that its equity funding was not fully secured.

        On August 3, 2018, representatives of J.P. Morgan, on behalf of the Board, informed representatives of Financial Sponsor C that Financial Sponsor C's proposal to acquire D&B was meaningfully below the offer price in an acquisition proposal that D&B had received and that, under the circumstances, it would be hard for the Board to justify pairing Financial Sponsor C with another bidder.

        On August 7, 2018, the Board met with members of senior management and representatives of J.P. Morgan and Cleary Gottlieb. This meeting included an update of J.P. Morgan's financial analyses of D&B and the merger, as well as discussion of the proposal received from Financial Sponsor C to acquire all of the equity of D&B and the most recent PIPE proposals from Financial Sponsor C and Financial Sponsor D. The Board, in consultation with Cleary Gottlieb, discussed its fiduciary duties and the terms of the merger agreement and related documentation with the Investor Group. In addition, the Board, in consultation with its advisors and management, discussed the financial impact on D&B's stockholders of the proposal by the Investor Group that, once the merger agreement was executed, D&B would be required to cease paying dividends other than the dividend that was approved by the Board on August 7, 2018. The Board, in consultation with its advisors and management, discussed the request by the Investor Group that, although any third party would be permitted to make a private proposal to acquire D&B after signing the merger agreement, any offers presented by then-current participants in D&B's process for a potential sale or investment, other than the Investor Group (which would consist of Financial Sponsor C, Financial Sponsor D and Financial Sponsor E), would be subject to the higher company termination fee, even if such a proposal arose during the go-shop period. The Board considered, after consultation with its advisors, that, in light of the fact that each of Financial Sponsor D and Financial Sponsor E indicated that they were unable to submit an offer to acquire D&B that would reflect a premium to the current trading price of D&B common stock, and that Financial Sponsor C, after repeated prompting from J.P. Morgan, had submitted an offer of only $136.00 per share of D&B common stock, it would not be reasonably likely that any of these three parties, which had already conducted meaningful due diligence, would present a future proposal that was superior to the offer proposed by the Investor Group. The Board further considered, in consultation with its advisors and management, that the length of the go-shop period and the lower termination fee would provide a reasonable opportunity for D&B to market check the interest of strategic operating company bidders in acquiring D&B; although the Board, in consultation with its advisors and management, noted that the absence of a permanent CEO since February 12, 2018, the statements by analysts in their reports about how D&B is a likely target for a sale, and the statements by Mr. Manning on prior earnings calls about the Board's openness to options for maximizing value, had failed to elicit any interest from any strategic operating companies and that therefore the likelihood of a superior proposal from any third party—financial sponsor or strategic—was remote. In addition, the Board discussed, in consultation with its advisors, Parent's equity financing sources for the merger, how to be comfortable that these entities had the requisite capital to meet their equity commitments, and the terms of side letters that Parent would be receiving (and in which D&B would be named as a third party beneficiary) that included undertakings, from certain members of the Investor Group, that had the effect of imposing limits on the transfer or encumbrance of their principal liquid assets and requiring that Cannae use reasonable best efforts to syndicate out a significant portion of its commitment to third parties with satisfactory creditworthiness and characteristics that would not impose material delays on the consummation of the merger. Following a discussion, the Board authorized its advisors and management to continue negotiations with the Investor Group toward reaching a definitive agreement. Following this meeting, the parties completed their negotiation of the terms of the documentation for the merger.

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        On the morning of August 8, 2018, the Board met with members of senior management and representatives of J.P. Morgan and Cleary Gottlieb. At this meeting, representatives of J.P. Morgan and Cleary Gottlieb briefed the Board regarding developments since the August 7 Board meeting with respect to the negotiations with the Investor Group and preparation of final transaction documentation. Representatives of J.P. Morgan provided an update on the status of Parent's financing commitments. Representatives of Cleary Gottlieb then provided an update on the status of the draft transaction documentation, noting that the merger agreement was in nearly final form but certain other ancillary documentation was still being negotiated. The Board then discussed, in consultation with J.P. Morgan and Cleary Gottlieb, a draft of J.P. Morgan's written fairness opinion and customary relationship disclosure memorandum, drafts of which had been previously provided. At this time, the meeting was adjourned, to be reconvened later in the day following completion of the transaction documentation.

        Later in the day on August 8, 2018, the Board reconvened its meeting with members of senior management and representatives of J.P. Morgan and Cleary Gottlieb present. At this meeting, J.P. Morgan reviewed with the Board its financial analyses of D&B and the merger, and Cleary Gottlieb summarized the proposed final version of the merger agreement and the other transaction documentation. In response to the Board's request, J.P. Morgan delivered its oral opinion to the Board, subsequently confirmed by delivery of its written opinion to the Board, dated as of August 8, 2018, that, as of the date of such written opinion and based upon and subject to the factors and assumptions set forth in its written opinion, the merger consideration to be paid to D&B's stockholders (other than affiliates of Parent) in the merger was fair, from a financial point of view, to such stockholders. At this meeting, the Board unanimously approved and declared advisable the merger agreement and the transactions contemplated thereby. In light of the go-shop period and the need to react and respond promptly to indications of interest and developments during the go-shop period, the Board established a transaction committee comprised of three non-executive directors to oversee the go-shop process and to facilitate expeditious feedback to the management team and the Board's advisors, as necessary.

        On August 8, 2018, following the approval by the Board of the merger agreement, the parties executed the merger agreement and the other documentation related to the merger, and Parent provided executed commitment letters for its financing concurrently with the execution of the merger agreement.

        On August 8, 2018, after the close of trading in D&B common stock on The New York Stock Exchange, D&B issued a press release announcing the merger and the commencement of the go-shop period.

        On August 9, 2018 and in the weeks thereafter, at the direction of the Board, representatives of J.P. Morgan began the go-shop process by communicating directly with 19 potential strategic bidders, 35 potential financial sponsor bidders (including Financial Sponsor A, Financial Sponsor B, Financial Sponsor C and Financial Sponsor F) and one potential special-purpose acquisition company bidder about their potential interest in conducting due diligence of confidential information with a view toward potentially submitting a superior proposal. During the go-shop period through the date of this proxy statement, D&B has not received any proposal to acquire all or at least 50% of the equity of D&B or its assets. Additionally, the special-purpose acquisition company inquired about a PIPE transaction and was told, on behalf of D&B, that discussions about a PIPE transaction were not permitted under the terms of the merger agreement. During the go-shop process, three third parties—two financial sponsors and one strategic company—signed confidentiality agreements with D&B and were provided access to the virtual data room, which included the Forecasts and presentations by management (see the section entitled "Certain Unaudited Prospective Financial Information" beginning on page [·]). Both of the financial sponsors that executed confidentiality agreements subsequently indicated that they will not be submitting a superior proposal.

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Recommendation of the Board and Reasons for the Merger

The Board recommends that you vote "FOR" the merger proposal.

        At a meeting of the Board held on August 8, 2018, the Board unanimously: (i) determined that the merger is fair to, and in the best interests of, D&B and its stockholders; (ii) approved and declared advisable the merger agreement and the merger; and (iii) resolved to recommend that the merger agreement be adopted by D&B stockholders at the special meeting.

        When you consider the Board's recommendation, you should be aware that D&B's directors and executive officers may have interests in the merger that are different from, or in addition to, the interests of D&B stockholders generally. These interests are described in the section entitled "The Merger Proposal (Proposal 1)—Interests of D&B Executive Officers and Directors in the Merger."

        In reaching its decision, the Board met and consulted with D&B's senior management, as well as the Board's financial advisor, J.P. Morgan, and outside legal counsel, Cleary Gottlieb. In addition, the Board reviewed information and considered a number of factors with respect to the merger and the other transactions contemplated by the merger agreement, including, among others, the following factors (not necessarily in order of relative importance), which the Board viewed as being generally positive or favorable in coming to its determination, approval and related recommendation:

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        In reaching its decision, the Board also considered a number of potentially negative factors with respect to the merger and the other transactions contemplated by the merger agreement including, among others, the following (not necessarily in the order of relative importance):

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        While the Board considered the above and other potentially positive and potentially negative factors, the Board concluded that, overall, the potentially positive factors outweighed the potentially negative factors. Accordingly, the Board determined that the merger, merger agreement and the other transactions contemplated by the merger agreement are fair to, and in the best interests of, D&B and its stockholders.

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        The foregoing discussion is not intended to be an exhaustive list of the information and factors considered by the Board in its consideration of the merger, but includes the material positive factors and material negative factors considered by the Board in that regard. In view of the number and variety of factors and the amount of information considered, the Board did not find it practicable to, nor did it attempt to, make specific assessments of, quantify, or otherwise assign relative weights to, the specific factors considered in reaching its determination. In addition, individual members of the Board may have given different weights to different factors. Based on the totality of the information presented to the Board, the members of the Board unanimously reached the decision to approve, and declare as fair to, and in the best interests of, D&B and its stockholders, the merger agreement and the transactions contemplated thereby, including the merger, in light of the factors described above and the other factors that such members of the Board felt were appropriate.

        Portions of this explanation of the Board's reasons for the merger and other information presented in this section are forward-looking in nature and, therefore, should be read in light of the section entitled "Cautionary Statement Regarding Forward-Looking Statements" beginning on page [·].

Opinion of D&B's Financial Advisor

        Pursuant to an engagement letter dated March 21, 2017, and subsequently amended on June 22, 2018, D&B retained J.P. Morgan as its financial advisor in connection with its analysis and consideration of various strategic alternatives and a possible transaction and to deliver, at D&B's request, a fairness opinion in connection with the merger.

        At the meeting of the Board on August 8, 2018, J.P. Morgan rendered its oral opinion to the Board, subsequently confirmed by delivering its written opinion to the Board dated as of the same date, that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the merger consideration to be paid to D&B's stockholders (other than affiliates of Parent) in the merger was fair, from a financial point of view, to such stockholders. No limitations were imposed by the Board upon J.P. Morgan with respect to the investigations made or procedures followed by it in rendering its opinions.

        The full text of the written opinion of J.P. Morgan dated August 8, 2018, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. D&B's stockholders are urged to read the opinion in its entirety. J.P. Morgan's written opinion was addressed to the Board (in its capacity as such) in connection with and for the purposes of its evaluation of the merger, was directed only to the merger consideration to be paid in the merger and did not address any other aspect of the transaction J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any other class of securities, creditors or other constituencies of D&B or as to the underlying decision by D&B to engage in the merger. The issuance of J.P. Morgan's opinion was approved by a fairness committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. The opinion does not constitute a recommendation to any stockholder of D&B as to how such stockholder should vote with respect to the merger or any other matter.

        In arriving at its opinion, J.P. Morgan, among other things:

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        In addition, J.P. Morgan held discussions with certain members of the management of D&B and certain of the Sponsors with respect to certain aspects of the merger, and the past and current business operations of D&B, the financial condition and future prospects and operations of D&B, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry. The Sponsors, together with Parent and Merger Sub, are referred to as the "Sponsor Group."

        In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with it by D&B and the Sponsor Group or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan's engagement letter with D&B, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did it evaluate the solvency of D&B or any member of the Sponsor Group under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasts provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the best currently available estimates and judgments by management as to the expected future results of operations and financial condition of D&B to which such analyses or forecasts relate. J.P. Morgan expressed no view as to such analyses or forecasts or the assumptions on which they were based. J.P. Morgan also assumed that the merger and the other transactions contemplated by the merger agreement will be consummated as described in the merger agreement. J.P. Morgan also assumed that the respective representations and warranties made by D&B, Parent and Merger Sub in the merger agreement, by the Sponsors in the limited guarantees and in the related agreements are and will be true and correct in all respects material to J.P. Morgan's analysis. J.P. Morgan is not a legal, regulatory or tax expert and has relied on the assessments made by advisors to D&B with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the merger, as described in the merger agreement, will be obtained without any adverse effect on D&B or on the contemplated benefits of the merger.

        J.P. Morgan's opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan's opinion noted that subsequent developments may affect the opinion and that J.P. Morgan does not have any obligation to update, revise, or reaffirm the opinion. The opinion is limited to the fairness, from a financial point of view, of the merger consideration to be paid to the holders of D&B common stock (other than affiliates of Parent) in the merger and J.P. Morgan expressed no opinion as to the fairness of any consideration paid in connection with the merger to the holders of any other class of securities, creditors or other constituencies of D&B or as to the underlying decision by D&B to engage in the merger. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the merger, or any class of such persons relative to the merger consideration to be paid to the holders of shares of D&B common stock in the merger or with respect to the fairness of any such compensation.

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        The terms of the merger agreement were determined through arm's length negotiations between D&B and Parent, and D&B's decision to enter into the merger agreement was solely that of the Board. J.P. Morgan's opinion and financial analyses were only one of the many factors considered by the Board in its evaluation of the merger and should not be viewed as determinative of the views of the Board or management with respect to the merger or the merger consideration.

        In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its opinion to the Board on August 8, 2018 and in the presentation delivered to the Board on such date in connection with the rendering of such opinion. The summary below does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and, in order to more fully understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan's analyses.

Public Trading Multiples Analysis

        Using publicly available information, J.P. Morgan compared selected financial data of D&B with similar data for selected publicly traded companies engaged in businesses that J.P. Morgan judged to be analogous to D&B. The companies selected by J.P. Morgan were:

        None of the selected companies that J.P. Morgan reviewed is identical to D&B. These companies were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan's analysis, may be considered similar to those of D&B.

        For each of the selected companies listed above, J.P. Morgan calculated and compared financial multiples and ratios based on publicly available information as of August 7, 2018 (the last trading day prior to the day of the announcement of the merger), and in all instances, multiples were based on closing share prices on August 7, 2018 (other than with respect to Thomson Reuters Corporation, which was based on a closing share price on January 29, 2018, which was the last trading day prior to Thomson Reuters confirming advanced discussions with Blackstone regarding its Financial & Risk Business).

        Using publicly available information, J.P. Morgan calculated for each selected company (i) the ratio of the selected company's firm value ("FV"), which is calculated as the market value of the selected company's common stock on a fully diluted basis, plus any outstanding preferred stock, debt and

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minority interest, and less cash and cash equivalents relative to such selected company's estimated calendar year 2019 earnings before interest, taxes, depreciation and amortization after taking into account stock-based compensation expenses ("EBITDA", and such ratio, "FV / CY2019E EBITDA") and (ii) the ratio of the selected company's share price relative to the selected company's estimated calendar year 2019 earnings per share ("EPS", and such ratio, "P / CY2019E EPS").

        The following table presents the results of this analysis.

 
  FV / CY2019E EBITDA   P / CY2019E EPS  

Equifax Inc. 

    13.9x     20.0x  

Experian plc

    14.1x     22.2x  

FactSet Research Systems Inc. 

    17.1x     21.7x  

Fair Isaac Corporation (FICO)

    25.4x     36.3x  

Moody's Corporation

    15.6x     20.0x  

MSCI Inc. 

    19.6x     28.3x  

Nielsen Holdings PLC

    7.4x     12.2x  

S&P Global Inc. 

    15.9x     21.3x  

Thomson Reuters Corporation

    10.0x     15.0x  

TransUnion, LLC

    18.2x     26.5x  

        Based on the results of this analysis and taking into account differences in D&B's business and such other factors as J.P. Morgan deemed appropriate, J.P. Morgan selected a multiple reference range for D&B of 7.5x-13.0x for FV / CY2019E EBITDA and of 12.25x-18.0x for P / CY2019E EPS.

        J.P. Morgan applied the FV / CY2019E EBITDA multiple reference range to D&B's estimated calendar year 2019 Core EBITDA as provided and approved by D&B management per the Risk-Adjusted High Probability Plan (see "Certain Unaudited Prospective Financial Information" beginning on page [·]), subtracting D&B's net debt and minority interest as of June 30, 2018 as provided and approved by D&B management, and applied the P / CY2019E EPS multiple reference range to D&B's estimated EPS for calendar year 2019, as provided and approved by D&B management per the risk-adjusted high probability plan. This analysis indicated the following ranges of implied per share equity values for D&B common stock (rounded to the nearest $1.00 per share), as compared, in each case, to the merger consideration of $145.00 per share, D&B's closing share price of $125.82 on August 7, 2018 (the last trading day prior to the day of the announcement of the merger) and D&B's closing share price of $111.63 on February 12, 2018 (the last trading day prior to D&B's quarterly earnings call where D&B indicated it was "open to considering all options for value creation that may be identified"):

 
  Implied Per Share
Equity Value Range

FV / CY2019E EBITDA

  $67.00 - $139.00

P / CY2019E EPS

  $89.00 - $131.00

Selected Transaction Multiples Analysis

        Using publicly available information, J.P. Morgan examined selected transactions involving acquired businesses that, for the purpose of J.P. Morgan's analysis, may be considered similar in certain respects to D&B's business.

        Using publicly available information, J.P. Morgan calculated, for each of the selected transactions, the multiple of the target company's firm value as implied by the total consideration paid and debt assumed or refinanced in such selected transaction to the target company's historical EBITDA for the

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last twelve-month period ("LTM") reported prior to the announcement date of the applicable selected transaction (such ratio, "FV / LTM EBITDA").

        The selected transactions, the month and year each such transaction was announced and the results of the analysis for each such transaction are as indicated in the following table:

Announcement Date
  Target   Acquirer   FV / LTM
EBITDA
 

May 2018

  Ipreo LLC   IHS Markit Ltd.     16.1x(1)  

January 2018

  Thomson Reuters Corporation—Financial & Risk Business   Blackstone Group LP     10.6x  

May 2017

  Bureau van Dijk   Moody's Corporation     22.7x  

January 2017

  CEB Inc.   Gartner, Inc.     14.6x  

July 2016

  Thomson Reuters Corporation—Intellectual Property & Science Business   Onex Corp / Baring Private Equity Asia Ltd.     12.5x  

April 2016

  J.D. Power & Associates Inc.   XIO Group     12.8x  

March 2016

  Markit Ltd.   IHS Inc.     14.7x  

February 2016

  Truven Health Analytics   International Business Machines Corporation     17.1x  

October 2015

  Interactive Data Corporation   Intercontinental Exchange, Inc.     13.9x  

September 2015

  Solera Holdings, Inc.   Vista Equity Partners     15.5x  

March 2015

  Wood Mackenzie Ltd.   Verisk Analytics Inc.     16.4x  

September 2014

  Conversant, Inc. / ValueClick   Alliance Data Systems Corporation     11.5x  

December 2013

  Valassis Communications, Inc.   MacAndrews & Forbes Holdings Inc.     7.3x  

June 2013

  R.L. Polk & Company   IHS Inc.     14.5x  

December 2012

  Arbitron Inc.   Nielsen Holdings N.V.     10.5x  

February 2012

  TransUnion Corp.   Advent International Corporation, Goldman Sachs Capital Partners VI, L.P.     9.1x  

(1)
Transaction multiple based on FY2019E EBITDA.

        Based on the results of this analysis and taking into account differences in D&B's business and such other factors as J.P. Morgan deemed appropriate, J.P. Morgan selected a multiple reference range for D&B of 10.5x-13.0x for FV/LTM EBITDA.

        After applying such range to D&B's LTM Core EBITDA for the period ended June 30, 2018 as provided and approved by D&B management and calculated in the same manner as Core EBITDA under the Risk-Adjusted High Probability Plan (see "Certain Unaudited Prospective Financial Information" beginning on page [·]) and subtracting D&B's net debt and minority interest as of June 30, 2018, estimated after-tax pension underfunding, and estimated after-tax retiree change of control payment, all as provided and approved by Company management, the analysis indicated a range of implied per share equity values for D&B common stock (rounded to the nearest $1.00 per share) of $102.00 to $136.00 per share, as compared to the merger consideration of $145.00 per share, D&B's closing share price of $125.82 on August 7, 2018 (the last trading day prior to the day of the announcement of the merger) and D&B's closing share price of $111.63 on February 12, 2018 (the last trading day prior to D&B's quarterly earnings call where D&B indicated that it was "open to considering all options for value creation that may be identified").

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Discounted Cash Flow Analysis

        J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining an implied fully diluted equity value per share for D&B common stock. A discounted cash flow analysis is a method of evaluating an asset using estimates of the future unlevered free cash flows generated by the asset and taking into consideration the time value of money with respect to those cash flows by calculating their "present value." The "unlevered free cash flows" refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. Specifically, unlevered free cash flow represents unlevered net operating profit after tax, adjusted for depreciation and amortization, net pensions and adjustments, tax affected total reengineering payments, capital expenditures and changes in net working capital. For purposes of the J.P. Morgan opinion, "present value" refers to the current value of the cash flows generated by the asset and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic assumptions and estimates of risk, the opportunity cost of capital and other appropriate factors. For purposes of the J.P. Morgan opinion, "terminal value" refers to the capitalized value of all future cash flows generated by the asset for periods beyond the projection period.

        J.P. Morgan calculated the unlevered free cash flows that D&B is expected to generate for the second half of fiscal year 2018 through fiscal year 2022 based upon the projected financial data in the Risk-Adjusted High Probability Plan as provided to J.P. Morgan by management of D&B and approved by D&B for J.P. Morgan to use for the purpose of calculating unlevered free cash flows (see "Certain Unaudited Prospective Financial Information" beginning on page [·]). J.P. Morgan calculated the unlevered free cash flows as follows:

(US$ mm)
  2H 2018E   2019E   2020E   2021E   2022E  

Unlevered Free Cash Flow

  $ 124   $ 254   $ 321   $ 390   $ 447  

        J.P. Morgan also calculated a range of terminal values of D&B at the end of fiscal year 2022 by applying a perpetual revenue growth rate ranging from 1.50% to 2.00%. The unlevered free cash flows and the range of terminal values were then discounted, using mid-year discounting convention, to present value as of June 30, 2018 using a range of discount rates ranging from 8.25% to 8.75%. The sum of these discounted values was then adjusted for D&B's net debt and minority interest as of June 30, 2018 and estimated after-tax pension underfunding, as provided and approved by D&B management.

        This analysis indicated a range of implied per share equity values for D&B common stock (rounded to the nearest $1.00) of $118.00 to $139.00 per share, as compared to the merger consideration of $145.00 per share, D&B's closing share price of $125.82 on August 7, 2018 (the last trading day prior to the day of the announcement of the merger) and D&B's closing share price of $111.63 on February 12, 2018 (the last trading day prior to D&B's quarterly earnings call where D&B indicated that it was "open to considering all options for value creation that may be identified").

Other Information

        For reference purposes only and not as a component of its fairness analysis, J.P. Morgan reviewed the share price trading history of D&B common stock for the 52-week trading range ending on August 7, 2018 (the last trading day prior to the day of the announcement of the merger). During this period, J.P. Morgan noted that shares of D&B common stock traded as low as $105.00 per share and as high as $134.00 per share, in each case rounded to the nearest $1.00.

        For reference purposes only and not as a component of its fairness analysis, J.P. Morgan also reviewed the share price targets set by seven published equity research analysts for D&B common stock prior to August 7, 2018. The share price targets ranged from a low of $112.00 per share to a high of $142.00 per share, in each case rounded to the nearest $1.00.

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Miscellaneous

        The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of D&B. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

        Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan's analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to D&B, and none of the selected transactions reviewed was identical to the merger. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan's analysis, may be considered similar to those of D&B. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan's analysis, may be considered similar to the merger. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to D&B and the transactions compared to the merger.

        As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise D&B with respect to the merger and deliver an opinion to the Board with respect to the merger on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with D&B and the industries in which it operates.

        J.P. Morgan is entitled to a transaction fee from D&B of approximately $47 million for services rendered in connection with the merger, $3 million of which was payable following delivery of J.P. Morgan's opinion and the remainder of which is payable upon completion of the merger. In addition, D&B has agreed to reimburse J.P. Morgan for its expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan's engagement. During the two years preceding the date of its opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with D&B and certain of the Sponsors, for which J.P. Morgan and such affiliates have received customary compensation. Such services during such period have included acting as (i) joint lead arranger on term loan and revolving credit facilities of D&B, which closed in June 2018, (ii) financial advisor to Fidelity National Financial, Inc. ("Fidelity National") in connection with its spin-off of Cannae Holdings, Inc.,

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referred to as Cannae, a Sponsor, in November 2017, and (iii) financial advisor, bookrunner of certain equity and debt offerings and lead arranger of certain credit facilities of various portfolio companies of Thomas H. Lee Partner, L.P. ("THL"), an affiliate of a Sponsor, and GIC Private Limited ("GIC"), an affiliate of an entity that has made a preferred commitment to Parent. In addition, J.P. Morgan's commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of D&B and certain portfolio companies of THL and GIC, for which it receives customary compensation or other financial benefits. During the two year period preceding the delivery of its opinion, the aggregate fees received by J.P. Morgan and its affiliates from D&B were approximately $1.5 million; the aggregate fees received from Fidelity National were approximately $3 million; the aggregate fees received from the various portfolio companies of THL were approximately $22 million; and the aggregate fees received from GIC were approximately $101 million.

        In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 1% of the outstanding common stock of each of D&B and Cannae and approximately 9.9% of the outstanding common stock of HPS Investment Partners, LLC, an entity that has made an equity commitment to Parent. In the ordinary course of its businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of D&B, the Sponsors or their respective affiliates for J.P. Morgan's own account or for the accounts of its customers and, accordingly, J.P. Morgan may at any time hold long or short positions in such securities or other financial instruments.

Certain Unaudited Prospective Financial Information

        The Board, J.P. Morgan, Parent, Parent's financing sources, Financial Sponsor C, Financial Sponsor D and Financial Sponsor E (as referenced above under the section entitled "The Merger Proposal (Proposal 1)—Background of the Merger" beginning on page [·]), during their due diligence exercises preceding the execution of the merger agreement, as well as the third parties that signed confidentiality agreements with D&B during the go-shop period following the execution of the merger agreement, were each provided by the management of D&B with four sets of prospective financial information for D&B: the Risk-Adjusted High Probability Plan, the Target Base Plan, the Management 5-Year Plan and the Aspirational Plan (collectively, the "Forecasts").

        The Target Base Plan, the Management 5-Year Plan and the Aspirational Plan were the result of several months of work by management, together with support from a management consulting firm, that focused on mapping out potential initiatives to grow revenues and increase margins through new approaches to sales, product enhancements, technology improvements and cost savings. At the time of the adoption of the merger agreement, all of these initiatives were either still in the planning stages or in the early stages of commencement of implementation.

        The Target Base Plan reflected the impact of cost savings arising from certain of these initiatives, which primarily consisted of investments in security improvements, network modernization, data supply chain consolidation, data center consolidation and disaster recovery.

        The Management 5-Year Plan consisted of the Target Base Plan with the addition of a projected beneficial impact on revenues arising from an initiative for the hiring of a significant number of new personnel to engage in certain sales efforts directed at new customers.

        The Aspirational Plan consisted of the Management 5-Year Plan with the addition of revenue enhancements based on increases in sales arising from additional growth initiatives.

        These three plans were prepared by management to help the Board understand the potential upside that could arise from the initiatives referenced above and to provide aspirational performance targets toward which D&B personnel would aim if and when they had an opportunity to implement these new initiatives. These three plans were not prepared to reflect the best currently available

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estimates and judgments of management or the Board of the future financial performance or condition of D&B on a stand-alone basis.

        In response to a request by the Board for a plan that reflected the best currently available estimates and judgments of management of the future financial performance of D&B on a stand-alone basis, the management team prepared the Risk-Adjusted High Probability Plan in mid July 2018. The Risk-Adjusted High Probability Plan reflected adjustments to the Target Base Plan, specifically: sales productivity improvements were scaled back to reflect lower baseline revenue growth, given the significant changes to D&B's go-to-market model that would be required to implement these improvements and execution risks inherent in these changes; growth assumptions were reduced across several product areas where D&B does not yet have a historical track record; and, given that the planning of the cost savings initiatives was still in its early stages, the Risk-Adjusted High Probability Plan assumed achieving 80% of the cost savings assumed by the Target Base Plan. These adjustments resulted in projected revenue growth of 3% by 2022 versus 4% in the Target Base Plan and 6% in the Management 5-Year Plan. The Risk-Adjusted High Probability Plan did not include the additional growth initiatives reflected in the Management 5-Year Plan or the Aspirational Plan (but not the Target Base Plan), because these early stage ideas were still speculative at this time.

        The Board reviewed the assumptions underlying each of the Forecasts with management and, after taking into account these consultations with management, adopted, on July 23, 2018, the view of management that the Risk-Adjusted High Probability Plan reflected the best currently available estimates and judgments of the future financial performance of D&B. Accordingly, the Board instructed J.P. Morgan to use the Risk-Adjusted High Probability Plan for purposes of its financial analysis of the merger.

        Summaries of the four plans are set forth below.

Risk-Adjusted High Probability Plan

(US$ mm)(1)
  2018E   2019E   2020E   2021E   2022E  

Total Revenue

  $ 1,769   $ 1,781   $ 1,823   $ 1,884   $ 1,948  

Year-over-year revenue growth (AFX)(2)

    1.0 %   0.7 %   2.3 %   3.4 %   3.4 %

Core EBITDA (Post-SBC)(3)

  $ 538   $ 490   $ 561   $ 627   $ 684  

Core EBITDA margin(4)

    30.4 %   27.5 %   30.8 %   33.3 %   35.1 %

(1)
Prepared in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition. All figures in the above table are rounded to the nearest million.

(2)
"Year-over-year revenue growth (AFX)" means year-over-year revenue growth after adjusting for the effect of foreign exchange ("AFX").

(3)
"Core EBITDA (post SBC)" is defined as earnings before interest, taxes, depreciation and amortization, less stock-based compensation ("SBC") expenses.

(4)
"Core EBITDA margin" is defined as Core EBITDA (Post-SBC) divided by Total Revenue.

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Target Base Plan

(US$ mm)(1)
  2018E   2019E   2020E   2021E   2022E  

Total Revenue

  $ 1,772   $ 1,809   $ 1,863   $ 1,937   $ 2,015  

Year-over-year revenue growth (AFX)

    1.3 %   2.0 %   3.0 %   4.0 %   4.0 %

Core EBITDA (Post-SBC)

  $ 538   $ 527   $ 622   $ 703   $ 774  

Core EBITDA margin

    30.3 %   29.1 %   33.4 %   36.3 %   38.4 %

(1)
Prepared in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition. All figures in the above table are rounded to the nearest million.

Management 5-Year Plan

(US$ mm)(1)
  2018E   2019E   2020E   2021E   2022E  

Total Revenue

  $ 1,772   $ 1,815   $ 1,897   $ 2,015   $ 2,139  

Year-over-year revenue growth (AFX)

    1.3 %   2.4 %   4.6 %   6.2 %   6.1 %

Core EBITDA (Post-SBC)

  $ 538   $ 510   $ 616   $ 722   $ 821  

Core EBITDA margin

    30.3 %   28.1 %   32.5 %   35.8 %   38.4 %

(1)
Prepared in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition. All figures in the above table are rounded to the nearest million.

Aspirational Plan

(US$ mm)(1)
  2018E   2019E   2020E   2021E   2022E  

Total Revenue

  $ 1,772   $ 1,816   $ 1,939   $ 2,126   $ 2,335  

Year-over-year revenue growth (AFX)

    1.3 %   2.5 %   6.7 %   9.6 %   9.8 %

Core EBITDA (Post-SBC)

  $ 538   $ 498   $ 611   $ 772   $ 938  

Core EBITDA margin

    30.3 %   27.4 %   31.5 %   36.3 %   40.2 %

(1)
Prepared in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition. All figures in the above table are rounded to the nearest million.

General

        Except for annual guidance, which is updated or confirmed on a quarterly basis, and quarterly guidance of certain metrics from time to time, D&B does not as a matter of course make public projections as to future performance. The Forecasts were not prepared with a view to public disclosure. The Forecasts are included in this proxy statement only because they were made available to J.P. Morgan in its capacity as financial advisor to the Board, and because certain of them were made available to Parent and the other third parties, as described above.

        The Forecasts were not prepared with a view to compliance with generally accepted accounting principles as applied in the United States ("GAAP"), the published guidelines of the SEC regarding projections or forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Forecasts included in this proxy statement have been prepared by, and are the responsibility of, D&B and its management. PricewaterhouseCoopers LLP, our independent registered public accounting firm, has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the Forecasts and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other

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form of assurance with respect thereto. The Forecasts were prepared solely for the use of the Board and J.P. Morgan and are subjective in many respects.

        Although this summary of the Forecasts is presented with numerical specificity, the Forecasts reflect numerous variables, assumptions and estimates as to future events made by management that management believed were reasonable at the time the Forecasts were prepared, taking into account the relevant information available to management at the time. However, such variables, assumptions and estimates are inherently uncertain and many of them are beyond the control of management. Because the Forecasts cover multiple years, by their nature they become subject to greater uncertainty with each successive year. The Forecasts are not fact and should not be relied upon as being necessarily indicative of actual future results.

        The Forecasts are forward-looking statements. Important factors that may affect actual results and cause the Forecasts not to be achieved include, but are not limited to, risks and uncertainties relating to D&B's business, general business, economic and regulatory conditions and other factors described or referenced under "Cautionary Statement Regarding Forward-Looking Statements" beginning on page [·]. In addition, the Forecasts do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the merger. As a result, there can be no assurance that the Forecasts will be realized, and actual results may be materially better or worse than those contained in the Forecasts. The inclusion of this information should not be regarded as an indication that the Board, D&B, J.P. Morgan, Parent, Parent's principal equity financing sources, Financial Sponsor C, Financial Sponsor D and Financial Sponsor E or any other recipient of this information considered, or now considers, the Forecasts to be predictive of actual future results. This summary of the Forecasts is not included in this proxy statement in order to induce any stockholder to vote in favor of the merger proposal or any of the other proposals to be voted on at the special meeting.

        Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise the Forecasts to reflect circumstances existing after the date when D&B prepared the Forecasts or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the Forecasts are shown to be in error. By including in this proxy statement a summary of the Forecasts, neither D&B nor any of its representatives or advisors (including J.P. Morgan) or Parent, Parent's principal equity financing sources, Financial Sponsor C, Financial Sponsor D, Financial Sponsor E or any of their respective representatives or affiliates or any other recipient of this information makes any representation to any person regarding the ultimate performance of D&B or the surviving entity compared to the information contained in such financial projections and should not be read to do so.

        Certain of the measures included in the Forecasts may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for or superior to, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by D&B may not be comparable to similarly titled amounts used by other companies.

Interests of D&B's Executive Officers and Directors in the Merger

        In considering the recommendation of the Board that you vote to approve the merger proposal, you should be aware that, aside from their interests as D&B stockholders, D&B's directors and executive officers have interests in the merger that are different from, or in addition to, the interests of D&B stockholders generally, which may create potential conflicts of interest. These interests are described in more detail below, and with respect to the named executive officers of D&B, are quantified in the "Golden Parachute Compensation" table below. The Board was aware of these interests and considered them when it adopted the merger agreement and approved the merger.

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        D&B's current executive officers are: Thomas J. Manning, Chief Executive Officer; Curtis Brown, Chief Content and Technology Officer; Christie A. Hill, Chief Legal Officer & Head of Global Corporate Citizenship; Richard H. Veldran, Chief Financial Officer; and Roslynn Williams, Chief People Officer.

Treatment of Director and Executive Officer Common Stock

        As is the case for any stockholder of D&B, D&B's directors and executive officers will be entitled to receive $145.00 in cash, without interest, and subject to any applicable withholding taxes, for each share of D&B common stock that they own at the effective time. For information regarding beneficial ownership of D&B common stock by each of D&B's directors, D&B's named executive officers and all directors and executive officers as a group, see the section entitled "Security Ownership of Certain Beneficial Owners and Management" beginning on page [·].

Treatment of Director and Executive Officer Equity Awards

        The merger agreement provides that each D&B stock option and each D&B stock award will be treated as described under "The Merger Agreement—Treatment of D&B Equity Awards" beginning on page [·], which description is incorporated herein.

        The table below sets forth, for each of our executive officers and directors, the number of D&B stock awards outstanding (assuming, with respect to each D&B stock award subject to performance-based vesting conditions, that performance conditions are satisfied at target performance), in each case, that was held by such executive officer and director as of [·], 2018, the latest practicable date to determine such amounts before the filing of this proxy statement. The amounts shown do not include equity-based awards that will vest and be settled in accordance with their terms between [·], 2018 and February 8, 2019, the assumed closing date of the merger (i.e., D&B stock awards of Mr. Brown that relate to 834 shares of D&B common stock and that are scheduled to vest on October 1, 2018), and do not attempt to forecast any grants, additional issuances, dividends or forfeitures of equity-based awards following the date of this proxy statement. Depending on when the closing date occurs, certain equity-based awards shown in the table may vest in accordance with their terms.

        The table below also sets forth the total amount, based on the number of equity-based awards determined as described above, per individual, payable in respect of such equity-based awards on the closing date, which we assume to be February 8, 2019 for these purposes, with such amounts calculated by multiplying the number of D&B stock awards (at target, as applicable) by the per share merger consideration, or $145.00 per share.

        Our directors and executive officers also hold shares of D&B common stock and vested stock options, which, in the case of such D&B stock options that remain unexercised on the closing date, will be canceled in exchange for the excess, if any, of the per share merger consideration over the exercise price per share of D&B common stock, with such amounts calculated by multiplying the number of D&B stock options by the excess of the per share merger consideration over the exercise price per share of D&B common stock subject to the D&B stock options. The number and value of vested D&B

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stock options and shares of D&B common stock held by our directors and executive officers is not included in the table below. No unvested D&B stock options are outstanding.

Name
  D&B stock awards
(no performance
vesting) (#)(1)
  D&B stock awards
(performance
vesting) (#)(2)
  Amount ($)  

Thomas J. Manning

    4,392         636,840  

Richard H. Veldran

        25,497     3,697,065  

Curtis D. Brown

        25,241     3,659,945  

Christie A. Hill

        19,505     2,828,225  

Roslynn Williams

        13,118     1,902,110  

Cindy Christy

    4,179         605,955  

L. Gordon Crovitz

    5,297         768,065  

James N. Fernandez

    17,255         2,501,975  

Paul R. Garcia

    5,643         818,235  

Anastassia Lauterbach

    1,168         169,360  

Randall D. Mott

    1,168         169,360  

Judith A. Reinsdorf

    5,560         806,200  

(1)
Amounts in this column include D&B stock awards voluntarily deferred by D&B's non-employee directors under D&B's Non-Employee Directors' Deferred Compensation Plan. Amounts in this column do not reflect dividend equivalent units accrued in respect of such D&B stock awards, which such dividend equivalent units shall be treated in the same manner as D&B stock awards in connection with the merger. The number of dividend equivalent units for each director as of [·], 2018 are as follows: Mr. Manning - 202, Ms. Christy - 108, Mr. Crovitz - 183, Mr. Fernandez - 2,106, Mr. Garcia - 260, Ms. Lauterbach - 4, Mr. Mott - 4, and Ms. Reinsdorf - 206.

(2)
The amounts shown for performance-based awards are valued assuming target performance levels are achieved. Actual performance, which cannot be calculated as of the date of this proxy statement, may result in differing award amounts.

Transaction Bonus

        Pursuant to an offer letter entered into on August 8, 2018 between Mr. Manning and D&B, Mr. Manning has been granted a special cash incentive bonus of $800,000 in connection with Mr. Manning's appointment to serve as CEO until the effective time that will become payable (less any required withholdings) upon the effective time subject to Mr. Manning's continued employment with D&B through the closing date of the merger.

Change in Control Plan

        D&B maintains a change in control plan (the "CICP") in which all executive officers other than Mr. Manning participate. The CICP provides severance benefits in the event an executive officer experiences a qualifying termination of employment (i.e., a termination of employment initiated by the employer without "cause" or by the executive officer for "good reason") in connection with the completion of a transaction such as the merger. In connection with such a qualifying termination, the applicable executive officer would be entitled to receive (i) a lump sum cash payment equal to two (2) times the sum of the executive officer's annual base salary and target annual bonus, (ii) an annual bonus payment for the year of termination equal to the executive officer's target annual bonus for the year of termination, prorated based on the termination date, (iii) continued participation for twenty-four (24) months at the rates in effect for the executive officer as of the termination of

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employment in D&B's group health benefit coverage and life insurance plans and (iv) reimbursement of up to $50,000 for outplacement services.

        Each of the participating executive officers is subject to a reduction of their payments and benefits under the CICP if such payments and benefits are subject to the golden parachute excise tax under Section 4999 of the tax code to the extent such reduction would result in the executive retaining a greater after-tax amount of such payments.

        For purposes of the CICP, "good reason" means the occurrence, after a change in control, without the eligible executive's express written consent and not due to cause, any of the following circumstances: (a) a material diminution in the eligible executive's authority, duties or responsibilities in effect immediately prior to the effective date of a change in control; (b) a material diminution in the eligible executive's base salary in effect immediately prior to the effective date of the change in control; or (c) the relocation of D&B's offices at which the eligible executive is principally employed immediately prior to the effective date of the change in control to a location more than fifty miles (or such longer distance that is the minimum permissible distance under the circumstances for purposes of the involuntary separation from service standards under the Treasury Regulations or other guidance under Section 409A of the tax code) from such location, except for required travel on D&B's business to an extent substantially consistent with the eligible executive's business travel obligations prior to the effective date of the change in control.

        For purposes of the CICP, "cause" means any of the following: (a) the willful and continued failure by an eligible executive to substantially perform his or her duties with D&B (other than any such failure resulting from the eligible executive's incapacity due to physical or mental illness or any such actual or anticipated failure after the issuance of a notice of termination by the eligible executive for good reason), after a written demand for substantial performance is delivered to the eligible executive by the Board, which demand specifically identifies the manner in which the Board believes that the eligible executive has not substantially performed his or her duties; (b) the willful engaging by an eligible executive in conduct that is demonstrably and materially injurious to D&B, monetarily or otherwise; or (c) an eligible executive's conviction of a felony. No act, or failure to act, on the part of an eligible executive shall be deemed "willful" unless done, or omitted to be done, by the eligible executive not in good faith and without a reasonable belief that the eligible executive's action or omission was in the best interest of D&B.

Non-Qualified Pension and Deferred Compensation Plans

        D&B maintains the Pension Benefit Equalization Plan ("PBEP"), a non-qualified excess benefit plan. Under the PBEP, years of credited service are counted starting one year after the date of hire and stopping on June 30, 2007, the date the plan was frozen. Effective July 1, 2007, the PBEP also was frozen for all of D&B's employees and the plan was closed to new participants. As a result of the freeze, no additional benefits have accrued under the PBEP after June 30, 2007, although existing balances continue to accrue interest. Under the terms of the PBEP, each participant's full benefit under the PBEP accrued as of the effective time of the merger is required to be paid out (less applicable withholdings) to the applicable participant within 30 days following the effective time of the merger.

        D&B maintains the Executive Retirement Plan ("ERP"), a non-qualified pension plan. Under the ERP, years of credited service are counted starting on the date of hire to ensure that participants can attain a competitive retirement benefit at retirement. Effective April 4, 2011, the ERP was closed to new participants. The participants continue to accrue a benefit in accordance with plan rules. The ERP provides a target annual benefit equal to 4% of the participant's average final compensation (salary plus actual cash incentive) for each of the first 10 years of service to a maximum benefit percentage of 40% of the participant's average final compensation. This benefit is reduced by 15% for vested participants who leave prior to age 55. Average final compensation is equal to the participant's highest

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consecutive 60 months of compensation out of his or her last 120 months. A participant is 100% vested in the applicable benefit upon completion of five years of participation in the plan. The target annual benefit payment from the ERP is offset by any pension benefits earned in the PBEP, D&B's tax-qualified pension plan or any other pension plan sponsored by D&B or one of its affiliates and the participant's estimated Social Security retirement benefit. Compensation used in determining the ERP benefit includes base salary, cash bonus payments, commissions and lump sum payments in lieu of merit increases. Under the terms of the ERP, each participant's full benefit is required to be paid out (less applicable withholdings) to the applicable participant within 30 days following the effective time of the merger in the form of a lump sum amount equal to the present value of the participant's accrued benefit under the ERP as of the effective time of the merger.

        D&B maintains the Key Employees' Deferred Compensation Plan (the "NQDCP"). The NQDCP, which was amended effective January 1, 2017 to suspend all deferrals of compensation earned after 2016, is a voluntary, unfunded plan which allowed participants to defer, in 5% increments, up to 75% of their base salary and 100% of their annual cash incentive payments. Deferrals of amounts earned prior to January 1, 2017 remain under the NQDCP and participants can elect to make deemed investments of these prior deferrals in the same investment funds that are offered in D&B's 401(k) Plan, including the D&B Common Stock Fund. Participants can also elect to transfer these prior balances among other funds on a daily basis subject to D&B's Inside Information and Securities Trading Policy. Under the terms of the NQDCP, all amounts deferred under the NQDCP are required to be paid out (less applicable withholdings) to the applicable employee within 30 days following the effective time of the merger.

        Mr. Veldran is the only D&B executive officer or director that participates in the PBEP, the ERP or the NQDCP. The amount payable to Mr. Veldran in connection with the closing of the merger under the PBEP is $30,000, under the ERP is $8,959,000 and under the NQDCP is $995,047. Calculation of the lump-sum payment is based on the interest rate used by the Pension Benefit Guaranty Corporation for determining the value of immediate annuities as of January 1, 2018; therefore, if the interest rate changed after the date of this proxy, actual payments to Mr. Veldran may be different than those provided for above.

        D&B maintains the Non-Employee Directors' Deferred Compensation Plan (the "Director DCP") under which D&B's non-employee directors may elect to defer all or a portion of their annual cash retainer(s), which such amounts are notionally invested in accordance with the applicable director's elections and the terms of the Director DCP. Directors who defer their cash retainers into the D&B Common Stock Fund under the plan receive a 10% premium payment credited to their account. This premium as well as the base deferral amount must remain invested in the D&B Common Stock Fund for a period of at least three years from the date these amounts are initially credited to the director's account. Under the terms of the Director DCP, all cash deferred under the Director DCP is required to be paid out (less applicable withholdings) to the applicable director within 30 days following the effective time of the merger. The below table sets forth the total amount that will be paid to each director in respect of annual cash retainers deferred under the Director DCP (including amounts deferred into the D&B Common Stock Fund):

Name
  Amount ($)  

Cindy Christy

    305,792.02  

James N. Fernandez

    1,789,528.02  

Judith A. Reinsdorf

    491,432.17  

        The amounts indicated above are based on the total amount credited to the account of the applicable director as of [·], 2018; therefore, if additional amounts are credited to the applicable director's account between the date of this proxy statement and the closing of the merger (as a result

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of additional deferrals, notional investment gains or otherwise), the actual amounts may be different than those set forth above.

New Management Arrangements

        As of the date of this proxy statement, no new employment, reinvestment, participation, equity contribution or other agreements, arrangements or understandings between any executive officer or director, on the one hand, and D&B, Parent, Merger Sub or their respective affiliates, on the other hand, have been entered into (other than as described above). The merger is not conditioned upon any executive officer or director of D&B entering into any such agreement. Certain executive officers may enter into arrangements with D&B, Parent, Merger Sub or their respective affiliates following the date of this proxy statement that relate to employment or severance arrangements with, or the right to purchase or participate in the equity of, the surviving corporation or one or more of its affiliates. In addition, both prior to and subsequent to the execution of the merger agreement, Mr. Chu communicated to representatives of D&B that the Investor Group would be interested in having one or two of D&B's current directors (who have yet to be identified) continue to serve as directors of the surviving corporation after the effective time.

Golden Parachute Compensation

        The table below, entitled "Golden Parachute Compensation," along with its footnotes and the information incorporated therein, sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation payable to our named executive officers, which compensation is subject to an advisory vote of our stockholders, as described below under the heading "Advisory Vote on Merger-Related Compensation" beginning on page [·] of this proxy statement.

        The table assumes the consummation of the merger occurred on February 8, 2019 and the employment of the named executive officer was terminated without "cause" or for "good reason" on such date. The calculations in the table below do not include amounts that our named executive officers were already entitled to receive or will be vested in as of February 8, 2019, or amounts under contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation in favor of named executive officers and that are available generally to all the salaried employees of D&B. The amounts indicated below are estimates of amounts that might become payable to the named executive officers and the estimates are based on multiple assumptions that may not prove correct. Accordingly, the actual amounts, if any, received by a named executive officer may differ in material respects from the amounts set forth below.


Golden Parachute Compensation

Name(1)
  Cash ($)(2)   Equity ($)(3)   Pension/
NQDC ($)(4)
  Perquisites /
benefits ($)(5)
  Other ($)(6)   Total ($)(7)  

Thomas J. Manning

        636,840             803,850     1,440,690  

Richard H. Veldran

    2,181,852     3,697,065     9,984,047     83,970         15,946,934  

Joshua L. Peirez(8)

            6,629,000             6,629,000  

Curtis D. Brown

    2,337,699     3,659,945         83,970         6,081,614  

Christie A. Hill

    1,934,877     2,828,225         83,970         4,847,072  

(1)
Mr. Robert P. Carrigan served as Chairman and CEO of D&B until February 12, 2018 and left D&B on March 15, 2018. The terms of Mr. Carrigan's severance arrangements are as set forth in our Current Report on Form 8-K, filed with the SEC on February 22, 2018. Mr. Carrigan will not be receiving any compensation that is required to be reflected in this table.

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(2)
The amounts in this column reflect amounts payable under the CICP (discussed under the heading "—Change in Control Plan", beginning on page [·], which description is incorporated herein) for all named executive officers, excluding Mr. Manning who is not eligible to participate in the CICP and Mr. Peirez who is no longer a D&B employee.

The above payments are "double-trigger" in nature as they will only be payable in the event of a termination of employment without "cause" or for "good reason" in connection with the completion of the merger. The amounts shown in this column are based on the compensation and benefit levels in effect on [·], 2018, the latest practicable date to determine such amounts before the filing of this proxy statement; therefore, if compensation and benefit levels are changed after such date, actual payments to an executive officer may be different than those provided for above.

            The cash payments described in this column include the following components:

Name
  Multiple of
Base Salary ($)
  Multiple of Annual
Incentive Award ($)
  Pro Rata Annual
Incentive Award ($)
  Total ($)  

Richard H. Veldran

    1,120,000     1,008,000     53,852     2,181,852  

Curtis D. Brown

    1,200,000     1,080,000     57,699     2,337,699  

Christie A. Hill

    1,050,000     840,000     44,877     1,934,877  
(3)
The amounts in this column reflect the treatment of D&B stock awards under the merger agreement as described under "The Merger Agreement—Treatment of D&B Equity Awards" beginning on page [·], which description is incorporated herein. The amounts shown are based on the number of such equity-based awards held by each named executive officer as of [·], 2018, the latest practicable date to determine such amounts before the filing of this proxy statement. Amounts shown in the table do not include the following equity award held by Mr. Brown as of [·], 2018 that will vest in accordance with the terms prior to February 8, 2019, the assumed closing date of the merger: D&B stock awards that relate to 834 shares of D&B common stock and that are scheduled to vest on October 1, 2018. The amounts shown for Mr. Manning relate to D&B stock awards granted to Mr. Manning as a director of D&B prior to his appointment as CEO of D&B and do not reflect 202 dividend equivalent units accrued in respect of Mr. Manning's D&B stock awards, which such dividend equivalent units shall be treated in the same manner as D&B stock awards in connection with the merger. The amounts shown do not attempt to forecast any grants, additional issuances, dividends or forfeitures of equity-based awards following the date of this proxy statement. Depending on when the closing date occurs, certain equity-based awards may vest in accordance with their terms. In addition, the amounts shown for performance-based awards are valued assuming target performance levels are achieved. Actual performance, which cannot be calculated as of the date of this proxy statement, may result in differing award amounts.

    The above payments are "single-trigger" in nature as they will become payable immediately upon the closing date, whether or not employment is terminated thereafter.

        The equity payments described in this column include the following components:

Name
  D&B stock awards
(no performance
vesting) ($)
  D&B stock awards
(performance
vesting) ($)
  Total ($)  

Thomas J. Manning

    636,840         636,840  

Richard H. Veldran

        3,697,065     3,697,065  

Curtis D. Brown

        3,659,945     3,659,945  

Christie A. Hill

        2,828,225     2,828,225  

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    The below table represents the amounts that would be payable in respect of D&B stock awards with performance-vesting conditions if such awards were paid out at maximum achievement level rather than at target achievement level:

Name
  D&B stock awards (maximum
performance vesting) ($)
 

Richard H. Veldran

    7,394,130  

Curtis D. Brown

    7,319,890  

Christie A. Hill

    5,656,450  
(4)
The amounts in this column reflect amounts payable to Mr. Veldran under the PBEP (i.e., $30,000), the ERP (i.e., $8,959,000) and the NQDCP (i.e., $995,047) and to Mr. Peirez under the ERP. The description of these plans under the heading "—Non-Qualified Pension and Deferred Compensation Plans" beginning on page [·] is incorporated herein. Under these plans, all payments are made in a lump sum as soon as possible following the merger, and the calculation of the lump-sum payment is based on the interest rate used by the Pension Benefit Guaranty Corporation for determining the value of immediate annuities as of January 1, 2018; therefore, if the interest rate changed after the date of this proxy, actual payments to Messrs. Veldran and Peirez may be different than those provided for above. The above benefits are "single-trigger" in nature as they will become payable immediately upon the closing date, whether or not employment is terminated thereafter.

(5)
The amounts in this column reflect (i) the value of continued participation of all named executive officers in D&B's group health benefit coverage and life insurance plans (valued at $33,970 per named executive officer) and (ii) the maximum value of outplacement services reimbursement (valued at $50,000 per named executive officer), in each case under the CICP (discussed under the heading "—Change in Control Plan" beginning on page [·], which such description is incorporated herein).

    The above benefits are "double-trigger" in nature as they will only be payable in the event of a termination of employment without "cause" or for "good reason" in connection with the completion of the merger, as described above. The amounts reflected in the column above reflect health and benefits rates in effect for 2018; therefore, if benefits levels change between the date of this proxy statement and the closing of the merger, such amounts will change.

(6)
The amount in this column reflects Mr. Manning's $800,000 special cash incentive bonus (discussed under the heading "—Transaction Bonus", which description is incorporated herein) and the vesting of $3,850 of employer contributions to Mr. Manning's 401(k) account. The above benefits are "single-trigger" in nature as they will become payable immediately upon the closing date, whether or not employment is terminated thereafter.

(7)
The amounts in this column represent the total of all compensation in the first five columns.

    "Double-trigger" amounts described above will be payable in the event the named executive officer experiences a qualifying termination within 24 months following the merger or, if the named executive officer's employment is terminated by D&B at the request of Parent and its affiliates,

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    prior to the merger. The "single-trigger" and "double-trigger" components of the aggregate total compensation amounts, respectively, for each named executive officer are as follows:

Name
  Single-Trigger
Payments ($)
  Double-Trigger
Payments ($)
 

Thomas J. Manning

    1,440,690      

Richard H. Veldran

    13,681,112     2,265,822  

Joshua L. Peirez

    6,629,000      

Curtis D. Brown

    3,659,945     2,421,669  

Christie A. Hill

    2,828,225     2,018,847  
(8)
Mr. Peirez served as our President and Chief Operating Officer until March 15, 2018, when he resigned from D&B. Mr. Peirez received benefits associated with a voluntary termination and has already received his cash incentive payment and equity awards for performance periods that ended prior to the date of this proxy statement.

        Any amounts shown in the tables above that are subject to the golden parachute excise tax under Section 4999 of the tax code may be subject to reduction to the extent such reduction would result in the named executive officer retaining a greater after-tax amount of such payment.

Financing of the Merger

        We anticipate that the total funds needed to complete the merger (including the funds to pay D&B stockholders and to pay the holders of other equity-based interests the amounts due to them under the merger agreement), which would be approximately $[·] billion, will be funded through a combination of the following:

        The completion of the merger is not conditioned upon Parent's receipt of financing.

Debt Financing

        In connection with the entry into the merger agreement, Merger Sub has obtained a debt commitment letter from Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Royal Bank of Canada to provide debt financing upon the terms and subject to the conditions set forth in the debt commitment letter in the aggregate amount of up to $4.580 billion, consisting of a $3.130 billion senior secured term loan facility, a $400.0 million senior secured revolving credit facility, a $200.0 million senior secured 364-day bridge loan facility and an $850.0 million senior unsecured bridge loan facility (or in lieu of the $850.0 million senior unsecured bridge loan facility, the issuance by Merger Sub of up to $850.0 million of senior unsecured notes, which will reduce the amount of such bridge loan facility) (collectively, the "debt facilities"; the financing available under the debt facilities, the "debt financing").

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        The proceeds of the debt financing will be used (i) to finance the consummation of the transactions contemplated by the merger agreement on the closing date, including the payment of any amounts required to be paid by Parent pursuant to the merger agreement on the closing date, (ii) to repay indebtedness of D&B under its existing credit facilities and senior notes (the "closing refinancing"), (iii) to pay fees and expenses incurred in connection therewith, (iv) to defease an unqualified pension plan and (v) to fund working capital and general corporate purposes (including to finance any closing date working capital needs and to replace, backstop or cash collateralize existing letters of credit (if any) of D&B or its subsidiaries on the closing date). The aggregate principal amount of the debt financing may be increased to fund certain original issue discount or upfront fees in connection with the debt financing.

        The obligations of the financing sources under the debt commitment letter to provide the debt financing are subject to a number of customary conditions, including, among other things, (i) since August 8, 2018, no "company material adverse effect" shall have occurred that is continuing and no change, event, effect or circumstance shall have occurred that, individually or in the aggregate, would reasonably be expected to have a "company material adverse effect", (ii) the consummation of the merger in all material respects in accordance with the merger agreement (without giving effect to any amendments, waivers or consents thereof or thereto that are materially adverse to the lenders without the consent of the lead arrangers), (iii) the consummation of the equity financing, (iv) the consummation of the closing refinancing (or the giving of irrevocable notice in respect thereof), (v) the delivery of certain audited, unaudited and pro forma financial statements, (vi) expiration of a 12 consecutive business day period (subject to certain blackout dates) following the delivery of a customary preliminary offering memorandum containing certain specified information and pro forma financial statements, (vii) the taking of certain actions necessary to establish and perfect a security interest in the applicable collateral, subject to certain exceptions, (viii) the receipt of documentation and other information under applicable "know your customer" and anti-money laundering rules and regulations (including the PATRIOT Act), (ix) the execution and delivery by the borrower and guarantors of definitive documentation with respect to the applicable debt facilities consistent with the debt commitment letter, (x) the delivery of certain customary closing documents (including a customary solvency certificate), (xi) the accuracy of certain limited representations and warranties, and (xii) the payment of applicable invoiced fees and expenses.

        The obligations of the debt financing sources under the debt commitment letter to provide the debt financing will terminate at 11:59 p.m. Eastern Time on May 15, 2019 (or such earlier date on which the merger agreement is validly terminated in accordance with its terms prior to the consummation of the merger), unless the debt financing sources shall agree to an extension.

        If any portion of the debt financing becomes unavailable on the terms and conditions contemplated by the debt commitment letter and the fee letter related thereto (the "fee letter"), each of Parent and Merger Sub has agreed under the merger agreement to use its reasonable best efforts to, as promptly as practicable following the occurrence of such event, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain alternative financing from the same or alternative sources (i) on terms and conditions not materially less favorable to Parent than those contemplated in the debt commitment letter, (ii) with conditions to the funding of such alternative financing not more onerous, when taken as a whole, than those conditions and terms contained in the debt commitment letter and (iii) in an amount, together with other portions of the financing that remain available to Parent and Merger Sub, sufficient to consummate the transactions contemplated by the merger agreement and to pay related fees and expenses; provided that Parent has no obligation to pay any fees in excess of what it was obligated to pay under the original debt commitment (taking into account any "market flex" and/or "securities demand" provisions applicable thereto) nor obtain debt financing on terms materially worse than the

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terms contained in the original debt commitment letter (including any "market flex" and/or "securities demand" provisions applicable thereto).

        As of the last practicable date before the printing of this proxy statement, the debt commitment letter is in effect, and Parent has not notified us of any plans to utilize alternative financing. The documentation governing the debt financing contemplated by the debt commitment letter has not been finalized and, accordingly, the actual terms of the debt financing may differ from those described in this proxy statement.

Equity Financing

        Parent has received equity commitment letters from each of the Sponsors pursuant to which each of the Sponsors has committed, severally but not jointly, on the terms and subject to the conditions of their respective equity commitment letters, to provide such Sponsor's portion of the equity financing in an aggregate amount up to $1.943 billion solely for the purpose of funding certain amounts required to be paid or deposited by Parent pursuant to the merger agreement and paying all fees and expenses required to be paid by Parent pursuant to the merger agreement.

        Funding of the equity financing is subject to the conditions provided in the equity commitment letters, which include: (i) the execution and delivery of the merger agreement by D&B, Parent and Merger Sub, (ii) the satisfaction or waiver of each of the conditions to the obligations of Parent and Merger Sub to effect the closing (other than those conditions that by their nature are to be satisfied by actions taken at or immediately prior to the closing (but subject to such conditions being satisfied at the closing)), (iii) the substantially simultaneous consummation of the closing in accordance with the terms of the merger agreement and (iv) the substantially simultaneous funding of the debt financing and preferred financing or alternative financing.

        The obligations of each of the Sponsors to fund the equity financing will terminate automatically and immediately upon the earliest to occur of(i) the closing of the merger, (ii) the termination of the merger agreement in accordance with its terms (or, if D&B has made a claim under the equity commitment letters prior to such date, the date that such claim is finally satisfied or otherwise finally resolved), (iii) the acceptance by D&B or any of its affiliates of all or any portion of D&B's termination fee or of any payment pursuant to the limited guarantees and (iv) the assertion by D&B or any of its affiliates of any claim (other than certain specified claims set forth in the limited guarantees) against each of the Sponsors (as applicable) or any of their respective affiliates or related parties.

Preferred Financing

        Parent has also received a preferred commitment letter from the preferred financing sources to purchase from Parent, upon the terms and subject to the conditions set forth in the preferred commitment letter, shares of a single class of Series A preferred equity of Parent in exchange for an aggregate liquidation preference amount of $1.050 billion (the "preferred financing" and together with the debt financing and the equity financing, the "financing").

        The obligations of the preferred financing sources to purchase the preferred equity pursuant to the preferred commitment letter are subject to a number of customary conditions, including, among other things, (i) since August 8, 2018, no "company material adverse effect" shall have occurred that is continuing and no change, event, effect or circumstance shall have occurred that, individually or in the aggregate, would reasonably be expected to have a "company material adverse effect", (ii) the consummation of the merger in all material respects in accordance with the merger agreement (without giving effect to any amendments, waivers or consents thereof or thereto that are materially adverse to the preferred financing sources without the consent of the preferred financing sources), (iii) the consummation of the equity financing (which for the avoidance of doubt does not include the preferred financing) and the debt financing (including, as applicable, the issuance by Merger Sub of up to

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$850.0 million of senior unsecured notes in lieu of the $850.0 million senior unsecured bridge facility (which issuance will reduce the amount of such bridge loan facility)), (iv) the consummation of the closing refinancing (or the giving of irrevocable notice in respect thereof), (v) the delivery of certain audited, unaudited and pro forma financial statements, (vi) the receipt of documentation and other information under applicable "know your customer" and anti-money laundering rules and regulations (including the PATRIOT Act), (vii) the execution and delivery by Parent or its assignee of definitive documentation consistent with the preferred commitment letter, (viii) the delivery of certain customary closing documents (including a customary solvency certificate), (ix) the accuracy of certain limited representations and warranties and (x) the payment of applicable invoiced fees and expenses.

        The obligations of the preferred financing sources under the preferred commitment letter to purchase the preferred equity will terminate at 11:59 p.m. Eastern Time on May 15, 2019 (or such earlier date on which the merger agreement is validly terminated in accordance with its terms prior to the consummation of the merger), unless the preferred financing sources agree to an extension.

Cannae Side Letter

        In connection with the execution and delivery of the merger agreement and its execution and delivery of an equity commitment letter with Parent, Cannae entered into a side letter with Parent (the "Cannae side letter"), a copy of which is attached to this proxy statement as Annex E. The terms of the side letter require Cannae, as soon as reasonably practicable following the execution of the merger agreement, to use reasonable best efforts, in collaboration with Parent, to syndicate at least $600.0 million of its $900.0 million equity commitment to other investors, subject to certain qualifications set forth therein.

        In addition, the side letter places certain restrictions on the ability of Cannae and its subsidiaries to sell or pledge any of the 37,135,921 shares of the common stock of Ceridian HCM Holding Inc. owned by Cannae Holdings, LLC, a wholly owned subsidiary of Cannae, other than for the purposes of funding the equity commitment, along with certain other restrictions. The obligations of Cannae under the Cannae side letter will terminate automatically and immediately upon the earliest to occur of: (a) the closing; (b) the reduction of Cannae's equity commitment to $300.0 million or less, subject to the conditions stipulated in the Cannae side letter; and (c) the termination of Cannae's obligation to fund its equity commitment pursuant to the terms of the equity commitment letter it entered into with Parent. Additionally, Cannae shall remain the primary obligor for its equity commitment (including to the extent syndicated) until the earlier of (i) the closing and (ii) the termination of Cannae's obligation to fund its equity commitment pursuant to the terms of the equity commitment letter it entered into with Parent. Cannae is permitted to have its syndicated investors enter into an equity commitment with Parent or D&B.

Limited Guarantees

        Subject to the terms and conditions set forth in the limited guarantees, dated August 8, 2018, each of the Sponsors has, severally and not jointly, guaranteed its portion of the payment obligations of Parent with respect to (i) the obligation of Parent under the merger agreement to pay the reverse termination fee if the merger agreement is terminated under specified circumstances (see the section entitled "The Merger Agreement—Termination Fees and Expenses") and (ii) Parent's obligation to pay certain interest and expenses and certain reimbursement and indemnification obligations of Parent under the merger agreement, subject to certain caps and limitations set forth in the merger agreement and the limited guarantees.

        Each Sponsor's obligations under its limited guarantee is subject to a cap which is its pro rata portion of an aggregate amount equal to approximately $380.1 million.

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        Each limited guarantee will terminate and be of no further force and effect upon the earliest to occur of: (i) the consummation of the closing of the merger, (ii) such time as the applicable guarantor under such limited guarantee has made payments in respect of obligations under the applicable limited guarantee that, in the aggregate, equal or exceed the cap set forth in the applicable limited guarantee, (iii) the termination of the merger agreement in circumstances where Parent is not obligated to pay a reverse termination fee and (iv) July 7, 2019 (except if D&B has commenced litigation under and pursuant to the limited guarantee, then each limited guarantee will terminate within 60 days following the date that such action is finally resolved and satisfied).

Antitrust Review Required for the Merger and Other Regulatory Filings

U.S. Antitrust

        Under the HSR Act and the rules that have been promulgated thereunder by the FTC, we cannot complete the merger until we have given notification and furnished information to the FTC and the DOJ, and until the applicable waiting period has expired or has been terminated. The merger is subject to the waiting period requirements and may not be completed until the expiration of a 30-day waiting period (which may be extended as described below) following the filing of the premerger notification and report forms with the DOJ and the FTC. On [·], 2018, D&B and [Parent] each filed a premerger notification and report form under the HSR Act with the DOJ and the FTC, as a result of which the applicable waiting period under the HSR Act is scheduled to expire [·], 2018 at 11:59 p.m. Eastern Time, unless otherwise terminated or extended if the DOJ or FTC requests additional information and documentary material.

Foreign Antitrust and Other Regulatory Filings

        Federal and state laws and regulations require that D&B and/or Parent (or their affiliates) obtain approvals, consents or certificates of need from, file new license and/or permit applications with, and/or provide notice to, applicable governmental entities in connection with the merger.

        In addition, the obligation of the parties to the merger agreement to effect the merger is subject to obtaining the following:

General

        Under the merger agreement, D&B and Parent are required to cooperate with each other and use (and to cause each of their respective subsidiaries to use) their reasonable best efforts to take, or cause to be taken all actions, and to do or cause to be done all things reasonably necessary, proper or advisable to consummate and make effective the merger and the other transactions contemplated by the merger agreement as soon as practicable, including preparing and filing as promptly as reasonably practicable all documentation to affect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any governmental entity in order to consummate the merger and the other transactions contemplated by the merger agreement. For more information, see "The Merger Agreement—Efforts to Complete the Merger" beginning on page [·].

        While we have no reason to believe it will not be possible to complete the antitrust review or obtain the applicable regulatory approvals in a timely manner, there is no certainty that these will be

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completed within the periods of time currently contemplated or that the completion of any of the review or receipt of the applicable regulatory approvals will not be conditioned upon actions that will be materially adverse to D&B or Parent or that a challenge to the merger will not be made. If a challenge is made, we cannot predict the result. For example, at any time before or after completion of the merger, the FTC or DOJ could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the consummation of the merger or seeking divestiture of substantial assets of D&B. Private parties or State Attorneys General may also bring actions under antitrust and other laws under certain circumstances.

        The expiration or termination of the HSR waiting period merely implies the satisfaction of certain regulatory criteria, which do not include review of the merger from the standpoint of the adequacy of the consideration to be received by D&B stockholders. Further, antitrust reviews do not constitute an endorsement or recommendation of the merger.

Material U.S. Federal Income Tax Consequences of the Merger

        In general, the exchange of D&B common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under state and local and other tax laws. In general, a U.S. holder (as defined in the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page [·]) who receives cash in exchange for shares of D&B common stock in the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder's adjusted tax basis in such shares. Such gain or loss will be determined separately for each block of shares of D&B common stock (i.e., shares of D&B common stock acquired at the same time and at the same cost in a single transaction). The determination of the actual tax consequences of the merger to a holder of D&B common stock will depend on the holder's specific situation.

        The tax consequences of the merger to you will depend on your particular circumstances. You should read the section entitled "Material U.S. Federal Income Tax Consequences of the Merger" beginning on page [·] and consult your tax advisors regarding the U.S. federal income tax consequences of the merger to you in your particular circumstances, as well as the tax consequences arising under other U.S. federal tax laws and the laws of any state, local or foreign taxing jurisdiction.

Delisting and Deregistration of D&B Common Stock

        As promptly as practicable following the effectiveness of the merger, the D&B common stock currently listed on the NYSE will cease to be listed on the NYSE and will be deregistered under the Exchange Act.

Appraisal Rights

        If the merger is completed, D&B stockholders will be entitled to appraisal rights under Section 262 of the DGCL, provided that they strictly comply with the requirements of Section 262 of the DGCL.

        Under the DGCL, if you do not wish to accept the $145.00 per share merger consideration provided for in the merger agreement, you have the right to seek appraisal of your shares of D&B common stock and to receive payment in cash for the "fair value" of your shares of D&B common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value, provided that you strictly comply with the requirements of Section 262 of the DGCL. The "fair value" of your shares of D&B common stock as determined by the Delaware Court of Chancery may be more or less than, or the same as, the $145.00 per share that

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you are otherwise entitled to receive under the terms of the merger agreement. These rights are known as appraisal rights. D&B stockholders who do not vote in favor of the merger proposal and who properly demand appraisal for their shares in compliance with the provisions of Section 262 of the DGCL and who do not thereafter fail to perfect, withdraw or otherwise lose such rights will be entitled to appraisal rights. Strict compliance with the statutory procedures in Section 262 of the DGCL is required. Failure to timely and properly comply with the statutory requirements will result in the loss of your appraisal rights.

        This section is intended only as a brief summary of certain provisions of the Delaware statutory procedures that a stockholder must follow in order to demand and perfect appraisal rights. This summary, however, is not a complete statement of all applicable requirements and the law pertaining to appraisal rights under the DGCL, and is qualified in its entirety by reference to Section 262 of the DGCL, the full text of which appears in Annex C to this proxy statement and is incorporated into this proxy statement by reference. The following summary does not constitute any legal or other advice, nor does it constitute a recommendation that stockholders exercise their appraisal rights under Section 262 of the DGCL. All references in Section 262 of the DGCL and in this summary to a "stockholder" or a "holder" are to the record holder of the shares of D&B common stock as to which appraisal rights are asserted.

        Under Section 262 of the DGCL where a merger agreement is to be submitted for adoption at a meeting of stockholders, the corporation must, not less than 20 days before the meeting, notify the stockholders who were stockholders of record on the record date for notice of such meeting with respect to shares for which appraisal rights are available that appraisal rights will be available. A copy of Section 262 of the DGCL must be included with such notice. This proxy statement constitutes D&B's notice to our stockholders that appraisal rights are available in connection with the merger and the full text of Section 262 of the DGCL is attached to this proxy statement as Annex C, in compliance with the requirements of Section 262 of the DGCL. If you wish to consider exercising your appraisal rights, you should carefully review the text of Section 262 of the DGCL contained in Annex C. Failure to comply timely and properly with the requirements of Section 262 of the DGCL will result in the loss of your appraisal rights under the DGCL. Moreover, because of the complexity of the procedures for exercising the right to seek appraisal of shares of D&B common stock, D&B believes that if a stockholder is considering exercising such rights, such stockholder should seek the advice of legal counsel.

        Any stockholder wishing to demand appraisal of his, her or its shares of D&B common stock must deliver to D&B at the address in the next paragraph below a written demand for appraisal of his, her or its shares of D&B common stock before the vote is taken to approve the merger proposal, which written demand must reasonably inform us of the identity of the stockholder and that the stockholder intends to demand appraisal of his, her or its shares of D&B common stock. A stockholder's failure to deliver to D&B the written demand for appraisal prior to the taking of the vote on the merger proposal at the special meeting of stockholders will result in the loss of appraisal rights. A stockholder seeking to perfect appraisal rights must not vote or submit a proxy in favor of the merger proposal. A proxy that is submitted and does not contain voting instructions will, unless revoked, be voted "FOR" the merger proposal, and it will nullify any previously delivered written demand for appraisal and result in the loss of the stockholder's appraisal rights. Therefore, a stockholder who submits a proxy and who wishes to exercise appraisal rights must either submit a proxy containing instructions to vote "AGAINST" the merger proposal or abstain from voting on the merger proposal. Voting against or abstaining from voting or failing to vote on the merger proposal by itself does not constitute a demand for appraisal within the meaning of Section 262 of the DGCL. The written demand for appraisal must be in addition to and separate from any proxy or vote on the merger proposal. A stockholder seeking to exercise appraisal rights must hold of record the shares of D&B common stock on the date the

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written demand for appraisal is made and must continue to hold the shares of D&B common stock of record through the effective time.

        A stockholder will lose his, her or its appraisal rights if the stockholder transfers the shares for which it is seeking appraisal rights before the effective time.

        All demands for appraisal should be addressed to The Dun & Bradstreet Corporation, Attention: Corporate Secretary, 103 John F. Kennedy Parkway, Short Hills, NJ 07078, and must be delivered to D&B before the vote is taken to approve merger proposal at the special meeting, and must be executed by, or on behalf of, the record holder of the shares of D&B common stock.

        Only a holder of record of shares of D&B common stock is entitled to demand an appraisal of the shares registered in that holder's name. Accordingly, a demand for appraisal must be executed by or on behalf of the record stockholder. The demand should set forth, fully and correctly, the record stockholder's name as it appears in the transfer agent's records and should specify the stockholder's mailing address and the number of shares registered in the stockholder's name. The demand must state that the stockholder intends to demand appraisal of the stockholder's shares in connection with the merger. The demand cannot be made by the beneficial owner. The beneficial holder must have the registered owner, such as a bank, brokerage firm or other nominee, submit the required demand in respect of those shares of D&B common stock. If you hold your shares of D&B common stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or the other nominee to determine the appropriate procedures for the making of a demand for appraisal by the nominee.

        If shares of D&B common stock are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, execution of a demand for appraisal must be made in that capacity. If the shares of D&B common stock are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be executed by or for all joint owners. An authorized agent, including an authorized agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the record owner or owners and expressly disclose the fact that, in executing the demand, he or she is acting as agent for the record owner or owners. A record owner, such as a bank, brokerage firm or other nominee, who holds shares of D&B common stock as a nominee for others, may exercise his, her or its right of appraisal with respect to the shares of D&B common stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of D&B common stock as to which appraisal is sought. Where no number of shares of D&B common stock is expressly mentioned, the demand will be presumed to cover all shares of D&B common stock held in the name of the record owner. If a stockholder holds shares of D&B common stock through a broker who in turn holds the shares through a central securities depository nominee such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee and must identify the depository nominee as record owner. Stockholders who hold their shares in brokerage accounts or other nominee forms and who wish to exercise appraisal rights are urged to consult with their brokers or other nominees to determine the appropriate procedures for the making of a demand for appraisal by such a nominee.

        Within 10 days after the effective time, the surviving corporation in the merger must give notice of the date that the merger became effective to each of D&B's record stockholders who has submitted a demand for appraisal in compliance with Section 262 of the DGCL and who did not vote in favor of the merger proposal. At any time within 60 days after the effective time, any stockholder who has not commenced an appraisal proceeding or joined a proceeding as a named party may withdraw the stockholder's demand and accept the consideration specified by the merger agreement for that stockholder's shares of D&B common stock by delivering to the surviving corporation a written withdrawal of the demand for appraisal. However, any such attempt to withdraw the demand made

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more than 60 days after the effective date of the merger will require written approval of D&B, as the surviving corporation. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just. If a petition for appraisal is filed and the surviving corporation does not approve a request to withdraw a demand for appraisal when that approval is required, or, except with respect to any stockholder who withdraws such stockholder's demand for appraisal in accordance with the proviso in the immediately preceding sentence, if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder will be entitled to receive only payment of the "fair value" of such stockholder's shares of D&B common stock, exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery, together with interest, if any, to be paid upon the amount determined to be fair value. The fair value of the shares of D&B common stock determined in any such appraisal proceeding could be less than, equal to or more than the consideration offered pursuant to the merger agreement.

        Within 120 days after the effective time, but not thereafter, either the surviving corporation or any stockholder who has complied with the requirements of Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares of D&B common stock held by all such stockholders. Upon the filing of the petition by a stockholder, service of a copy of such petition shall be made upon the surviving corporation. None of the Sponsors, Parent, Merger Sub or D&B, as the surviving corporation, has any obligation to file such a petition or has any present intention to file such a petition, and holders should not assume that any of the foregoing will file a petition. If a petition for appraisal is not timely filed, then the right to appraisal will cease. Accordingly, it is the obligation of the holders of D&B common stock to initiate all necessary petitions to perfect their appraisal rights in respect of shares of D&B common stock within the time prescribed in Section 262 of the DGCL and the failure of a stockholder to file such a petition within the period specified in Section 262 of the DGCL will result in the loss of appraisal rights.

        Any stockholder who has properly complied with the requirements of Section 262 of the DGCL and who did not vote in favor of the merger proposal is, within 120 days after the effective date of the merger, entitled upon written request to receive from the surviving corporation a statement setting forth the aggregate number of shares of D&B common stock not voted in favor of the merger proposal and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares. The statement must be mailed within 10 days after such written request has been received by the surviving corporation or within 10 days after the expiration of the period for delivery of demands for appraisal, whichever is later. A person who is the beneficial owner of shares of D&B common stock held either in a voting trust or by a nominee on behalf of such person may, in such person's own name, file a petition for appraisal or request from the surviving corporation such statement.

        If a petition for appraisal is duly filed by a stockholder and a copy of the petition is delivered to the surviving corporation, then the surviving corporation will be obligated, within 20 days after receiving service of a copy of the petition, to file with the Delaware Register in Chancery a duly verified list containing the names and addresses of all stockholders who have demanded an appraisal of their shares of D&B common stock and with whom agreements as to the value of their shares of D&B common stock have not been reached. After notice to stockholders who have demanded appraisal from the Register in Chancery, if such notice is ordered by the Delaware Court of Chancery, the Delaware Court of Chancery will conduct a hearing upon the petition and determine those stockholders who have complied with Section 262 of the DGCL and who have become entitled to the appraisal rights provided by Section 262 of the DGCL. Notwithstanding the foregoing, upon application by the surviving corporation or any stockholder entitled to participate in the appraisal proceeding, the Delaware Court

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of Chancery may, in its discretion proceed to trial on the appraisal prior to final determination of the stockholders entitled to an appraisal. The Delaware Court of Chancery may require stockholders who have demanded payment for their shares of D&B common stock to submit their stock certificates to the Register in Chancery for notation of the pendency of the appraisal proceedings; and if any stockholder fails to comply with that direction, the Delaware Court of Chancery may dismiss the proceedings as to that stockholder. In addition, the Delaware Court of Chancery will dismiss the proceedings as to all holders of such shares who are otherwise entitled to appraisal rights unless (1) the total number of shares of D&B common stock entitled to appraisal exceeds 1% of the outstanding shares of D&B common stock, or (2) the value of the consideration provided in the merger for such total number of shares of D&B common stock exceeds $1 million.

        The Delaware Court of Chancery will then conduct an appraisal proceeding to determine the fair value of the shares of D&B common stock as of the effective time exclusive of any element of value arising from the accomplishment or expectation of the merger, together with interest, if any, to be paid upon the amount determined to be the fair value. When the fair value has been determined, the Delaware Court of Chancery will direct the payment of such value, together with interest, if any, by the surviving corporation to the stockholders entitled thereto. Payment shall be so made to each such stockholder, in the case of holders of uncertificated stock forthwith. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the merger through the date of payment of the judgment shall be compounded quarterly and shall accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective time and the date of payment of the judgment. At any time before the entry of judgment in the proceedings, the surviving corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest shall accrue thereafter as provided herein only upon the sum of (1) the difference, if any, between the amount so paid and the fair value of the shares as determined by the Delaware Court of Chancery, and (2) interest theretofore accrued, unless paid at that time.

        You should be aware that an investment banking opinion as to the fairness from a financial point of view of the consideration to be received in a sale transaction, such as the merger, is not an opinion as to fair value under Section 262 of the DGCL. Although we believe that the per share merger consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery and stockholders should recognize that such an appraisal could result in a determination of a value higher or lower than, or the same as, the per share merger consideration. Moreover, none of the Sponsors, Parent, Merger Sub or D&B, as the surviving corporation, anticipates offering more than the per share merger consideration to any stockholder exercising appraisal rights and reserve the right to assert, in any appraisal proceeding, that, for purposes of Section 262 of the DGCL, the "fair value" of a share of D&B common stock is less than or equal to the per share merger consideration. In determining "fair value," the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP,  Inc., the Delaware Supreme Court discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that "proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court" should be considered and that "[f]air price obviously requires consideration of all relevant factors involving the value of a company." The Delaware Supreme Court has stated that in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts which could be ascertained as of the date of the merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be "exclusive of any element of value arising from the accomplishment or expectation of the merger." In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a "narrow exclusion [that] does not encompass known elements of value," but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger,

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the Delaware Supreme Court also stated that "elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered."

        Costs of the appraisal proceeding (which do not include attorneys' fees or the fees and expenses of experts) may be determined by the Delaware Court of Chancery and taxed upon the parties as the Delaware Court of Chancery deems equitable in the circumstances. Upon the application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys' fees and the fees and expenses of experts used in the appraisal proceeding, to be charged pro rata against the value of all shares of D&B common stock entitled to appraisal. Any stockholder who demanded appraisal rights will not, after the effective time, be entitled to vote shares of D&B common stock subject to that demand for any purpose or to receive payments of dividends or any other distribution with respect to those shares of D&B common stock, other than with respect to payment as of a record date prior to the effective time. If no petition for appraisal is filed within 120 days after the effective time, or if the stockholder otherwise fails to perfect, validly withdraws or otherwise loses such holder's right to appraisal, then the right of that stockholder to appraisal will cease and that stockholder's shares of D&B common stock will be deemed to have been converted at the effective time into the right to receive the $145.00 per share cash payment (without interest and subject to any applicable withholding taxes) for his, her or its shares of D&B common stock pursuant to the merger agreement.

        Failure to comply strictly with all of the procedures set forth in Section 262 of the DGCL will result in the loss of a stockholder's appraisal rights.

        In view of the complexity of Section 262 of the DGCL, D&B stockholders who may wish to pursue appraisal rights are encouraged to consult their legal and financial advisor.

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THE MERGER AGREEMENT

        The following discussion sets forth the material provisions of the merger agreement, a copy of which is attached as Annex A to this proxy statement and is incorporated by reference herein. The rights and obligations of the parties are governed by the express terms and conditions of the merger agreement and not by this discussion, which is summary by nature. This discussion is not complete and is qualified in its entirety by reference to the complete text of the merger agreement. You are encouraged to read the merger agreement carefully in its entirety, as well as this proxy statement and any documents incorporated by reference herein, before making any decisions regarding the merger. This section is not intended to provide you with any factual information about D&B or Parent. Such information can be found elsewhere in this proxy statement and in the public filings D&B makes with the SEC, as described in the section entitled "Where You Can Find More Information" beginning on page [·].

The Merger

        Upon the terms and subject to the conditions of the merger agreement and in accordance with the DGCL, at the effective time, Merger Sub will merge with and into D&B, the separate corporate existence of Merger Sub will cease, and D&B will continue as the surviving corporation and a wholly owned subsidiary of Parent. The merger will have the effects set forth in the merger agreement and the relevant provisions of the DGCL.

Closing and Effectiveness of the Merger

        The closing of the merger will take place at 8:30 a.m. Eastern Time on the third business day following the day on which the last of the conditions to closing (described below under "The Merger Agreement—Conditions to the Closing of the Merger") have been satisfied or waived (other than those conditions that by their nature are to be satisfied at or immediately prior to the closing, but subject to the satisfaction or waiver of those conditions at or immediately prior to the closing), or such other time as the parties to the merger agreement may agree in writing, provided that if Parent's marketing period (described below under "The Merger Agreement—Marketing Period and Efforts") has not ended at such time, then the closing will occur on the earlier of (i) a day during the marketing period specified by Parent in writing with no fewer than three business days' prior written notice to D&B and (ii) the second business day following the final day of the marketing period, in each case subject to the satisfaction or waiver of all applicable conditions to closing (other than those conditions that by their nature are to be satisfied at or immediately prior to the closing, but subject to the satisfaction or waiver of those conditions at or immediately prior to the closing).

        On the closing date, Parent and D&B will file a certificate of merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The merger will become effective at the time the certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such later time as D&B and Merger Sub may agree upon in writing and specify in the certificate of merger in accordance with the DGCL (the "effective time").

Merger Consideration

        At the effective time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the effective time will be converted into one share of common stock, par value $0.01 per share, of the surviving corporation and each outstanding share of D&B common stock (other than excluded shares) will be converted automatically into the right to receive $145.00 in cash, without interest and subject to any applicable withholding taxes. After the merger is completed, holders of D&B common stock (other than any such holder who submitted a request for appraisal in compliance with the applicable provisions of Section 262 of the DGCL and the other instructions herein, which will continue to have appraisal rights, as provided by Section 262 of the

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DGCL) will have only the right to receive the merger consideration and will no longer have any rights as holders of D&B common stock. Shares of D&B common stock held by us or any direct or indirect wholly owned subsidiary of D&B, including shares held in treasury by us, or by Parent or Merger Sub or any of their respective direct or indirect wholly owned subsidiaries, will remain outstanding at the effective time.

Exchange and Payment Procedures

        Prior to the closing date, Parent will select, subject to the approval of D&B (such approval not to be unreasonably withheld or delayed), a nationally recognized financial institution to make payments of the per share merger consideration to D&B stockholders (such financial institution, the "paying agent").

        Prior to or simultaneously with the effective time, Parent will deposit, or cause to be desposited, with the paying agent a cash amount in immediately available funds sufficient to pay the aggregate per share merger consideration to which D&B stockholders will become entitled. Promptly after the effective time (and in any event within one business day thereafter), the paying agent will mail to each holder of record of a certificate representing shares of D&B common stock (other than holders of excluded shares) a letter of transmittal and instructions advising stockholders how to surrender stock certificates and book-entry shares in exchange for the per share merger consideration.

        Upon surrender of a certificate (or affidavit of loss in lieu thereof) to the paying agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such certificate will be entitled to receive an amount equal to the per share merger consideration multiplied by the number of shares represented by such certificate (or affidavit). Parent will cause the paying agent, upon receipt by the paying agent of an "agent's message" in customary form, to pay and deliver as promptly as reasonably practicable after the effective time, the per share merger consideration in respect of each share of D&B common stock held in book-entry form.

No Transfers Following the Effective Time

        From and after the effective time, there will be no transfers on the stock transfer books of D&B of the shares of D&B common stock that were outstanding immediately prior to the effective time.

Termination of Exchange Fund

        If any cash deposited with the paying agent is not claimed by the date that is one year after the effective time, such cash will be delivered to the surviving corporation, and any holders of shares of D&B common stock who have not complied with the exchange procedures in the merger agreement must thereafter look only to the surviving corporation for payment of the per share merger consideration (after giving effect to any required tax withholdings) upon due surrender of their certificates (or affidavits of loss in lieu thereof) or book-entry shares of our common stock, without any interest thereon. None of Parent, D&B, the surviving corporation or the paying agent will be liable to any former D&B stockholder for any amount properly delivered to a public official pursuant to any abandoned property, escheat or similar law.

Lost, Stolen or Destroyed Certificates

        If a D&B share certificate has been lost, stolen or destroyed, then, before a D&B stockholder will be entitled to receive the per share merger consideration, such stockholder will need to deliver an affidavit of that fact and, if required by Parent, post a bond (in such amount and on such terms as Parent may reasonably require) as indemnity against any claim that may be made in respect of such lost, stolen or destroyed certificate.

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Appraisal Rights

        The merger agreement provides that D&B stockholders of record have appraisal rights under the DGCL in connection with the merger. D&B stockholders who do not vote in favor of the adoption of the merger agreement and who otherwise comply with the applicable provisions of Section 262 of the DGCL will be entitled to exercise appraisal rights thereunder. Any shares of D&B common stock held by a D&B stockholder as of the record date who has not voted in favor of the adoption of the merger agreement and who has demanded appraisal for such shares of D&B common stock in accordance with the DGCL will not be converted into a right to receive the per share merger consideration, unless such holder fails to perfect or withdraws or otherwise loses the right to appraisal under the DGCL. If, after the effective time, such holder of shares of D&B common stock fails to perfect or withdraws or otherwise loses his, her or its appraisal rights, each such share of D&B common stock will be treated as if it had been converted as of the effective time into a right to receive the per share merger consideration, without interest thereon, less any withholding taxes.

        Under the merger agreement, D&B must give Parent (i) prompt notice of any demands for appraisal, withdrawals and attempted withdrawals of such demands and any other instruments received by D&B relating to stockholders' rights of appraisal under the DGCL and (ii) the opportunity to participate in and consult with D&B regarding all negotiations and proceedings with respect to such demands for appraisal. D&B may not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or settle any such demands, waive any failure to timely deliver a written demand for appraisal rights or agree to do any of the foregoing.

        THE PROCESS OF DEMANDING AND EXERCISING APPRAISAL RIGHTS REQUIRES STRICT COMPLIANCE WITH TECHNICAL PREREQUISITES. IF YOU WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR OWN LEGAL COUNSEL IN CONNECTION WITH COMPLIANCE UNDER SECTION 262 OF THE DGCL, THE FULL TEXT OF WHICH IS ATTACHED TO THIS PROXY STATEMENT AS ANNEX C.

Withholding Taxes

        Each of D&B, Parent, Merger Sub, the surviving corporation and the paying agent will be entitled to deduct and withhold applicable taxes from the consideration otherwise payable pursuant to the merger agreement to any holder of shares of D&B common stock, D&B stock options or D&B stock awards, and pay over such withheld amounts to the appropriate governmental entity. Any amounts so withheld will be treated for all purposes of the merger agreement as having been paid to such holders.

Treatment of D&B Equity Awards

        Stock Options.    Each D&B stock option that is outstanding immediately prior to the effective time will automatically be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of the per share merger consideration over the per share exercise price of such option, multiplied by (ii) the number of shares of D&B common stock underlying such D&B stock option, subject to any applicable withholding taxes. All outstanding D&B stock options are vested and exercisable. Any D&B stock option that has a per share exercise price that is equal to or greater than the per share merger consideration will be cancelled without consideration.

        Stock Awards.    Each D&B stock award that is outstanding as of immediately prior to the effective time will automatically be cancelled and converted into the right to receive an amount in cash equal to the product of (i) the aggregate number of shares of D&B common stock in respect of such D&B stock award multiplied by (ii) the per share merger consideration, subject to any applicable withholding taxes. Each such D&B stock award subject to performance-based vesting conditions for which actual performance has not been determined by D&B as of immediately prior to the effective time shall be deemed earned at the target performance level.

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        Any payment to which a holder of D&B stock options or D&B stock awards may become entitled to receive will be paid through the surviving corporation's payroll systems no later than 10 business days following the effective time. However, any payment in respect of a D&B stock award that constitutes nonqualified deferred compensation subject to Section 409A of the tax code, will be paid at the earliest time permitted under the applicable plans that will not trigger interest or penalties under Section 409A.

Representations and Warranties

        The merger agreement contains certain representations and warranties that D&B made to Parent and Merger Sub, on the one hand, and that Parent and Merger Sub made to D&B, on the other hand (in some cases, as of specific dates). The assertions embodied in those representations and warranties were made solely for purposes of the merger agreement and may be subject to important qualifications and limitations (including through the use of exceptions for certain matters disclosed by the party that made the representations and warranties to the other party) agreed to by the parties in connection with negotiating the terms of the merger agreement. Accordingly, D&B stockholders should not rely on representations and warranties as characterizations of the actual state of facts or circumstances, and should bear in mind that the representations and warranties were made solely for the benefit of the parties to the merger agreement, were negotiated for purposes of governing contractual rights and relationships and allocating contractual risk among the parties to the merger agreement as of specific dates, rather than to establish matters as facts, and may be subject to contractual standards of materiality different from those generally applicable to stockholders. Moreover, information concerning the subject matter of such representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be reflected in D&B's public disclosures. None of the representations and warranties will survive the closing of the merger, and, therefore, they will have no legal effect under the merger agreement after the effective time. This description of the representations and warranties is included to provide D&B stockholders with information regarding the terms of the merger agreement. The representations and warranties in the merger agreement and their description in this proxy statement should be read in conjunction with the other information contained in the reports, statements and filings D&B publicly files with the SEC.

        The merger agreement provides that a "company material adverse effect" means any change, event, effect or circumstance that, individually or taken together with all other changes, events, effects or circumstances, has had, or would reasonably be expected to have, a material adverse effect on the business, financial condition or results of operations of D&B and its subsidiaries, taken as a whole, except that none of the following (and no change, event, effect or circumstance arising out of or resulting from the following) will constitute or be taken into account in determining whether a company material adverse effect has occurred:

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        except, with respect to the first, second, fifth, ninth, tenth and eleventh bullet points above, to the extent that any such changes in conditions have a disproportionate adverse effect on D&B and its subsidiaries, taken as a whole, relative to other companies in the same industry as D&B and its subsidiaries (in which case only the incremental disproportionate impact may be taken into account in determining whether there has been, or would reasonably be expected to be, a company material adverse effect).

        In the merger agreement, D&B made representations and warranties regarding, among other things:

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        Some of D&B's representations and warranties are qualified as to materiality or by exceptions related to the absence of any circumstances which would or would reasonably be expected to prevent, materially delay or have a material adverse effect on the ability of D&B to consummate the transactions contemplated by the merger agreement.

        In the merger agreement, Parent and Merger Sub have made representations and warranties regarding, among other things:

        Some of Parent's and Merger Sub's representations and warranties are qualified as to materiality or by exceptions related to the absence of any circumstances which would or would reasonably be expected to prevent, materially delay or have a material adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by the merger agreement.

        The representations and warranties of each of the parties to the merger agreement will expire upon the completion of the merger or the termination of the merger agreement.

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Covenants Relating to the Conduct of Business Pending the Merger

        D&B has agreed to restrictions on the operation of its business until the earlier of the effective time or the valid termination of the merger agreement. Except (i) as expressly required or permitted by the merger agreement, (ii) as set forth in the company disclosure letter delivered in connection with the merger agreement, (iii) as required by applicable law or (iv) with the prior written approval of Parent (which approval will not be unreasonably withheld, delayed or conditioned), (a) D&B has agreed to, and to cause its subsidiaries to, conduct its business in all material respects in the ordinary course and use commercially reasonable efforts to maintain and preserve their business organizations substantially intact, to maintain satisfactory relationships with government entities, customers, suppliers, employees and other business relationships having significant business dealings with them, and keep available the services of key employees and agents, and (b) without limiting the foregoing, D&B has agreed not to, and not to permit its subsidiaries to, without the prior written approval of Parent (which approval will not be unreasonably withheld, delayed or conditioned):

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Go-Shop Period; Restrictions on Solicitation of Acquisition Proposals

Go-Shop Period

        During the period beginning on August 8, 2018 and continuing until 11:59 p.m. Eastern Time on September 22, 2018 (the "go-shop period"), D&B and its subsidiaries and their respective directors, officers and other representatives have the right to:

No Solicitation or Negotiation of Acquisition Proposals

        Following the expiration of the go-shop period and until the earlier of the effective time and the termination of the merger agreement in accordance with its terms, neither D&B nor any of its subsidiaries nor any of their respective directors and officers may, and D&B will instruct, direct and use its reasonable best efforts to cause its and its subsidiaries' other representatives not to, directly or indirectly:

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        Notwithstanding the restrictions described above, until 11:59 p.m. Eastern Time on October 7, 2018, D&B may continue solicitation of, or discussion or negotiations with, any third party (other than an investment fund or financial sponsor with whom D&B has executed a confidentiality agreement in connection with a potential acquisition of or private investment in D&B during the period from December 28, 2017 to August 8, 2018) from whom a written acquisition proposal was received during the go-shop period that the board determines in good faith, after consultation with its financial advisor and outside legal counsel, constitutes or is reasonably likely to lead to a superior proposal (each such third party, an "excluded person").

Fiduciary Exception

        Further, notwithstanding the foregoing non-solicitation restrictions, at any time prior to obtaining the approval of the merger proposal by D&B stockholders at the special meeting, D&B and its representatives may:

if and only to the extent that,

Notice

        D&B must promptly (and, in any event, within 24 hours) notify Parent if any proposals, offers or requests for non-public information with respect to an acquisition proposal are received by, or any

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discussions or negotiations regarding an acquisition proposal are sought to be initiated or continued with, it or any of its representatives, which notice shall include a summary of the material terms and conditions of any proposals, offers or requests, the identity of the person making any such proposals, offers or requests for information (including, if applicable, copies of any written requests, proposals or offers, including proposed agreements) and thereafter must keep Parent reasonably informed, on a prompt basis (and in any event within 24 hours), of the material terms of any such proposals, offers or requests (including any amendments thereto) and any material developments with respect to the status of any such proposals, offers or requests or discussions or negotiations with respect thereto.

No Change of Recommendation or Alternative Acquisition Agreement

        Under the terms of the merger agreement, subject to the exceptions described below, the Board has agreed to recommend that D&B stockholders vote in favor of the merger proposal, and neither the Board nor any committee thereof may take any of the following actions (any action described in the four bullet points immediately below, a "change of recommendation"):

        In addition, subject to the exceptions described below, neither the Board nor any committee thereof may authorize, cause or permit D&B or any subsidiary of D&B to enter into an alternative acquisition agreement (other than confidentiality agreements entered into in accordance with the merger agreement) relating to any acquisition proposal.

Fiduciary Exception

        However, at any time prior to the time the requisite Company vote is obtained, the Board may effect a change of recommendation (i) in connection with a superior proposal or (ii) in response to an intervening event (as defined on page [·]), in either case, if the Board determines in good faith, after consultation with outside legal counsel, that failure to take such action would be inconsistent with the directors' fiduciary duties under applicable law, and (iii) may also terminate the merger agreement to enter into an alternative acquisition agreement with respect to a superior proposal; so long as:

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        Any material revisions to the terms of any such superior proposal will require delivery of a new notice and other materials and a new period to negotiate with Parent or Merger Sub as described above, except that the five business day period referred to above will be deemed to be a three business day period.

        Nothing contained in the merger agreement prevents D&B from taking and disclosing a position contemplated by Rule 14e-2(a) or Rule 14d-9 under the Exchange Act or making a customary "stop-look-and-listen" communication pursuant to Rule 14d-9(f) under the Exchange Act.

        After the go-shop period or, with respect to any excluded person, after October 7, 2018, D&B will (and will cause its subsidiaries and will instruct and direct, and use its reasonable best efforts to cause its representatives to) immediately cease any existing activities, communications, discussions or negotiations with any parties conducted prior to the date of the merger agreement with respect to any acquisition proposal or potential acquisition proposal, request the prompt return or destruction of all nonpublic information concerning D&B or its subsidiaries furnished pursuant to a confidentiality agreement and cease providing any further information to any such person and terminate all access granted to any physical or electronic data room to any such person.

Limits on Release of Standstill and Confidentiality

        From the date of the merger agreement, D&B may not waive, fail to enforce or release any third party from any "standstill" provision in any confidentiality agreement in connection with an acquisition proposal to which D&B is a party that remains in effect following the execution of the merger agreement, except that D&B may waive such standstill provision to the extent necessary to permit a third party to make an acquisition proposal if the Board determines in good faith, after consultation with its outside legal counsel, that the failure to take such action would be inconsistent with the directors' fiduciary duties under applicable law.

Certain Definitions

        Under the merger agreement, an "acquisition proposal" means, other than the merger:

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        Under the merger agreement, an "alternative acquisition agreement" means any letter of intent, agreement in principle, term sheet, memorandum of understanding, merger agreement, acquisition agreement or other contract relating to an acquisition proposal (other than an acceptable confidentiality agreement).

        Under the merger agreement, an "intervening event" means any event, occurrence, development or state of facts or circumstances (other than an acquisition proposal or superior proposal) occurring after the date of the merger agreement that was neither known to, nor reasonably foreseeable by, the Board prior to the date of the merger agreement, but becomes known to the Board after the date of the merger agreement.

        Under the merger agreement, a "superior proposal" means a bona fide acquisition proposal that does not arise out of or result from a material violation by D&B of the non-solicitation provisions described above and would result in any person becoming the beneficial owner, directly or indirectly, of more than 50% of the assets (on a consolidated basis) or more than 50% of the total voting power of the equity securities of D&B that the Board or a committee of the Board has determined in its good faith judgment, after consultation with outside legal counsel and its financial advisor (after taking into account any revisions to the terms of the transaction contemplated under the heading "—No Change of Recommendation or Alternative Acquisition Agreement—Fiduciary Exception"), is reasonably likely to be consummated in accordance with its terms, taking into account all legal, regulatory and financial (including as to financing) aspects of the proposal and would, if consummated, result in a transaction more favorable to D&B's stockholders (in their capacities as such) from a financial point of view than the merger (after taking into account any revisions to the merger agreement made or proposed to be made by Parent in writing prior to the time of such determination).

Stockholders Meeting

        D&B has agreed to, as promptly as reasonably practicable following the date on which D&B is informed that the SEC has no further comments to this proxy statement, establish a record date for, duly call, give notice of, and convene a special meeting of D&B stockholders to consider and vote upon the adoption of the merger agreement.

        The Board is required to recommend in this proxy statement and at the special meeting that D&B stockholders vote in favor of the adoption of the merger agreement, and to use its reasonable best efforts to take customary lawful actions to solicit such adoption, subject to the fiduciary termination right in the merger agreement and provided that the Board may change its recommendation in the manner described above in the section entitled "—Board Recommendation and Change of Recommendation."

Efforts to Complete the Merger

        Under the merger agreement, D&B and Parent have agreed to cooperate with each other and use (and cause their respective subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under the merger agreement and applicable laws to consummate and make effective the merger and the other transactions contemplated by the merger agreement as soon as practicable, including (i) preparing and filing as promptly as reasonably practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all consents,

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registrations, approvals, permits and authorizations necessary or advisable to be obtained from any third party and/or any governmental entity in order to consummate the merger and the other transactions contemplated by the merger agreement, (ii) subject to applicable law, consulting with the other on, and considering in good faith the views of the other in connection with, all of the information relating to Parent or D&B, as the case may be, and any of their respective subsidiaries, that appears in any filing made with, or written materials submitted to, any third party and/or any governmental entity in connection with the merger and the other transactions contemplated by the merger agreement, (iii) using reasonable best efforts to contest, defend and appeal any threatened or pending legal action by a governmental entity or private party that would adversely affect the ability of the parties to consummate, or otherwise delay the consummation of, the transactions contemplated by the merger agreement or any other agreement contemplated by the merger agreement.

        Without limiting the generality of, and in furtherance of, the above, D&B, Parent and Merger Sub, as applicable, agreed to prepare and file, as promptly as practicable, any necessary and appropriate filing of a Notification and Report Form pursuant to the HSR Act and any filings, notices or reports advisable or required under any applicable non-U.S. antitrust, competition, merger control, foreign investment or national security or similar laws. Each of D&B and Parent will, as promptly as reasonably practicable, provide or cause to be provided to each and every U.S. and non-U.S. federal, state, local or foreign court or governmental entity with jurisdiction over enforcement of any applicable antitrust, competition, foreign investment, national security or similar laws non-privileged information and documents requested by any such governmental entity or that are necessary, proper or advisable to permit consummation of the merger and the other transactions contemplated by the merger agreement.

        Without limiting the generality of, and in furtherance of, the undertakings set forth above, each of Parent and Merger Sub will use its reasonable best efforts to take, or cause to be taken, any and all steps and to make, or cause to be made, any and all undertakings necessary to obtain any consents required under or in connection with each applicable antitrust (including the HSR Act), competition, merger review, foreign investment, national security, or similar law, or requirement of any governmental entities charged with overseeing any of the foregoing (collectively, "foreign investment and antitrust laws"), and to enable all waiting periods under each applicable foreign investment and antitrust law to expire, to obtain all clearances under each applicable foreign investment and antitrust law, and to avoid or eliminate each and every impediment under each applicable foreign investment and antitrust law, whether asserted by any governmental entity or any other person (including to have vacated, lifted, reversed or overturned any injunction, restraining order or other order, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by the merger agreement or any other agreement contemplated thereby), in each case so as to permit and cause the closing of the merger and the other transactions contemplated by the merger agreement to occur as promptly as practicable, and in any event no later than the May 8, 2019, including offering, negotiating, committing to and effecting, by consent decree, hold separate order or any other type of agreements, transactions, or arrangements for: (A) the sale, license, assignment, transfer, divestiture or other disposition of any capital stock, assets, business or portion of business of D&B, the surviving corporation, Parent, Merger Sub or any of their respective subsidiaries; and (B) any conduct remedy or other restriction, requirement or limitation on operation or ownership of the assets, business, or portion of assets or the businesses of D&B, the surviving corporation, Parent, Merger Sub or any of their respective subsidiaries (provided that neither Parent nor Merger Sub will be required to take (and D&B and its subsidiaries will not take) any such actions that are not conditioned on the occurrence of the closing of the merger).

Employee Benefits

        Under the merger agreement, for a period commencing at the effective time and ending on the date that is the earlier of (x) 12 months following the effective time and (y) the date of termination of

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the applicable employee's employment, Parent has agreed to provide (or to cause the applicable subsidiary to provide) to each employee of D&B or its subsidiaries, including our executive officers, who continue to be employed by D&B, Parent or any of their subsidiaries immediately following the effective time ("continuing employees") with (i) a base salary or base wages and target annual cash bonus opportunities that are, in each case, no less than the base salary or base wages and target annual cash bonus opportunities provided to such continuing employee immediately prior to the effective time and (ii) employee benefits that are substantially similar in the aggregate to the employee benefits provided to such continuing employee immediately prior to the effective time (in each case excluding equity-based benefits, nonqualified pension and deferred compensation benefits, and certain retiree health, other post-employment welfare and pension benefits).

        Under the merger agreement, Parent has agreed to provide (or to cause the applicable subsidiary to provide) to each continuing employee eligible under the applicable plan severance benefits that are no less favorable in the aggregate than the severance benefits provided under (i) D&B's Career Transition Plan for until the later to occur of (x) February 8, 2019 and (y) two months after the effective time and (ii) the CICP for twelve months after the effective time.

        Under the merger agreement, the parties have agreed to cooperate expeditiously and in good faith to establish a retention plan to incentivize and retain designated individuals, that Parent would exercise reasonable best efforts to facilitate the development of such retention plan, and that the parties would cooperate to communicate such plan with the individuals promptly after its development.

        Under the merger agreement, Parent agreed that, in the event the 2018 annual bonuses are not determined and paid prior to the effective time, Parent will determine such bonuses as set forth in the company disclosure letter delivered in connection with the merger agreement and will pay such bonuses by March 15, 2019.

        Under the merger agreement, Parent has agreed to recognize each continuing employee's service with D&B for purposes of vesting, determination of benefit level (including severance, vacation and sick time credit, but generally not including pension benefits unless required by non-U.S. law) and eligibility to participate under any employee benefit plan of Parent or its subsidiaries (including D&B) (each a "Parent benefit plan") to the same extent such service was recognized under a corresponding D&B plan as of the effective date, unless duplication of benefits would result. In addition, the merger agreement provides that with respect to any Parent benefit plan, the applicable Parent or subsidiary shall use commercially reasonable efforts to (i) cause each continuing employee to be immediately eligible to participate, without any waiting time, in any and all Parent benefit plans to the extent coverage under such Parent benefit plans is replacing comparable coverage under a D&B employee benefit plan in which such continuing employee participated immediately prior to the effective time, (ii) for purposes of each Parent benefit plan providing medical, dental, pharmaceutical and/or vision benefits to any continuing employee, cause any evidence of insurability requirements, all pre-existing condition exclusions and actively-at-work requirements of such Parent benefit plan to be waived for such continuing employee and his or her covered dependents, to the extent such conditions were inapplicable or waived under the comparable D&B employee benefit plan in effect immediately prior to the effective time and (iii) cause any eligible expenses incurred by any continuing employee and his or her covered dependents during the portion of the plan year of the existing D&B plan ending on the date such continuing employee's participation in the corresponding Parent benefit plan begins to be taken into account under such Parent benefit plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such continuing employee and his or her covered dependents for the applicable plan year.

        The merger agreement specifies that these employee benefit covenants do not establish, amend or terminate any benefit or compensation plan and do not create a guarantee of employment or any particular term or condition of employment, and that current or former employees (and their

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dependents or beneficiaries) are not third-party beneficiaries of these provisions of the merger agreement.

Directors' and Officers' Indemnification and Insurance

        From and after the effective time, the surviving corporation will, and Parent will cause the surviving corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable law the current and former directors and officers of D&B and its subsidiaries against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such current or former director or officer's service as a director or officer of D&B or any of its subsidiaries or services performed by such persons at the request of D&B or any of its subsidiaries at or prior to the effective time, whether asserted or claimed prior to, at or after the effective time (including with respect to the merger and the other transactions contemplated by the merger agreement and actions to enforce the directors' and officers' indemnification and insurance provisions of the merger agreement). The surviving corporation will also advance expenses as incurred to such current and former directors and officers in connection with such matters to the fullest extent permitted under applicable law, in return for an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification.

        Prior to the effective time, D&B will, and, if D&B is unable to, Parent will cause the surviving corporation as of the effective time to, obtain and fully pay the premium for the non-cancellable, irrevocable extension of (i) the directors' and officers' liability coverage of D&B's existing directors' and officers' insurance policies, and (ii) D&B's existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of at least six years from and after the effective time from one or more insurance carriers with the same or better credit rating as D&B's insurance carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insured as D&B's existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of D&B or any of its subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the effective time (including in connection with the transactions contemplated by the merger agreement). If D&B and the surviving corporation for any reason fail to obtain such "tail policies" as of the effective time, the surviving corporation will, and Parent will cause the surviving corporation to, continue to maintain in effect for a period of at least six years the existing directors' and officers' and fiduciary liability insurance policies of D&B in place as of August 8, 2018, or use reasonable best efforts to purchase comparable insurance for such six-year period. However, in no event will Parent or the surviving corporation be required to pay an annual premium amount in excess of 300% of the annual premiums currently paid by D&B for such insurance. In the event that premiums exceed this threshold, Parent must obtain the policy with the greatest coverage available for a cost not exceeding such threshold.

        From and after the effective time until the sixth anniversary of the effective time, the organizational documents of the surviving corporation and its subsidiaries may not contain provisions less favorable with respect to indemnification, advancement of expenses and exculpation of individuals who were, prior to the effective time, directors, officers or employees of D&B, a subsidiary of D&B or any of their predecessor entities, than presently exist, which provisions may not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such individuals.

        The indemnification and insurance provisions of the merger agreement are intended to benefit, and are enforceable by, the indemnified persons.

Delisting and Deregistration of D&B Common Stock

        Prior to the closing date, D&B will use its reasonable best efforts to take, or cause to be taken, all actions, and do or cause to be done all things, reasonably necessary, proper or advisable under applicable law and the rules and policies of the NYSE to enable the delisting of its shares from the NYSE as promptly as practicable after the effective time and the deregistration of its shares under the Exchange Act as promptly as practicable after such delisting.

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Financing Matters

D&B Indebtedness

        D&B is currently party to a term loan credit agreement dated as of June 19, 2018 and a revolving credit agreement dated as of June 19, 2018 (collectively, the "existing credit agreements"). D&B has agreed to deliver to Parent copies of payoff letters with respect to the existing credit agreements specifying the aggregate amount required to be paid to fully satisfy the obligations that will be outstanding as of the closing under the existing credit agreements and providing for the release of all liens and other security over the properties and assets of D&B and its subsidiaries.

        D&B has previously issued 4.00% senior notes due 2020 and 4.375% senior notes due 2022 (collectively, the "existing senior notes").

        D&B has agreed, upon the request and at the expense of Parent, to use its commercially reasonable efforts to promptly commence one or more tender offers to purchase and/or consent solicitations with respect to one or more series of existing senior notes on such terms and conditions as specified by Parent (which must be limited to terms and conditions customarily included in offers to purchase debt securities similar to the applicable existing senior notes and in similar situations and in compliance with all applicable laws and the terms and conditions of the indenture) (collectively, the "existing notes offers"). D&B will not be required to purchase, or accept for purchase, any existing senior notes tendered for payment prior to the effective time, and any existing notes offers will be conditioned on the closing of the merger. If requested by Parent in writing, in lieu of commencing existing notes offers (or in addition thereto) D&B will, as and when reasonably requested by Parent, in accordance with the applicable provisions of the applicable series of existing senior notes and the indenture governing such notes, (i) issue a notice of optional redemption for all of the outstanding aggregate principal amount of one or more series of existing senior notes and/or (ii) take actions reasonably requested by Parent that are reasonably necessary for the satisfaction, discharge and/or defeasance of one or more series of existing senior notes at the closing of the merger, which notice or actions will be conditional on the closing of the merger. Parent must provide (directly or indirectly) D&B with the funds necessary to consummate any such redemption, defeasance, satisfaction and/or discharge.

        Parent has agreed to reimburse D&B and its subsidiaries for all of their reasonable and documented costs and expenses incurred in connection with any existing notes offers or any redemption of existing senior notes promptly following the incurrence thereof. Parent and Merger Sub have further agreed to jointly and severally indemnify, defend and hold harmless D&B, its subsidiaries and each of their respective affiliates from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties arising out of or in connection with the existing notes offers or the redemption of existing senior notes, other than to the extent arising out of the gross negligence, willful misconduct, bad faith and/or breach of the merger agreement by D&B, its subsidiaries or any of their respective representatives.

        This proxy statement does not constitute an offer to purchase, offer to exchange, change of control offer, consent solicitation or notice of redemption with respect to, any of the existing senior notes.

Marketing Period and Efforts

        Under the merger agreement, D&B has agreed to provide Parent and Merger Sub with a "marketing period" to market the debt financing. As defined in the merger agreement, this "marketing period" is the first period of 15 consecutive business days (subject to certain customary blackout dates) throughout which (i) Parent and Merger Sub have received certain financial information of D&B that meets specified requirements as more fully described in the merger agreement and (ii) nothing has occurred that would cause any of the conditions to the closing of the merger to fail to be satisfied if

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the closing were scheduled for any time during such period; provided that the marketing period will end on any earlier date on which the full amount of the debt financing contemplated under the debt commitment letter is funded.

        Each of Parent and Merger Sub has agreed in the merger agreement to use its respective reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain the proceeds of the financing on the terms and conditions described in the merger agreement and in the applicable commitment letter at or prior to the closing of the merger, including using reasonable best efforts to (i) maintain in effect the commitment letters pursuant to their respective terms (with exceptions to allow for modifications not prohibited by the merger agreement) until the closing of the merger, (ii) negotiate and enter into definitive agreements with respect thereto on terms and conditions not less favorable to Parent, in the aggregate, than the respective terms and conditions contained in the applicable commitment letters (including any "market flex" or "securities demand" provisions applicable thereto), (iii) satisfy on a timely basis (or obtain a waiver of) all conditions to funding in the commitment letters applicable to either Parent or Merger Sub that are within their control and consummate the financing at or prior to the closing of the merger in accordance with the terms and conditions of the commitment letters at or prior to the closing of the merger and otherwise comply with its obligations thereunder and (iv) enforce their rights under the commitment letters in a timely and diligent manner in the event of breach or other failure to fund the financing required to consummate the transactions contemplated by the merger agreement by the financing sources (subject to certain requirements set forth in the merger agreement).

        In the event any portion of the debt financing or preferred financing becomes unavailable on the terms and conditions contemplated in the debt commitment letter or preferred commitment letter, respectively, each of Parent and Merger Sub shall use its reasonable best efforts to, as promptly as practicable following the occurrence of such event, take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to arrange and obtain alternative financing from the same or alternative sources (i) on terms and conditions not materially less favorable to Parent than those contemplated in the debt commitment letter or preferred commitment letter, as applicable (and with respect to any replacement of the debt financing, with conditions to the funding of such alternative financing not more onerous, when taken as a whole, than those conditions and terms contained in the debt commitment letter as of the date of the merger agreement) and (ii) in an amount sufficient (when taken together with the equity financing and the available portion of the debt financing and preferred financing) to consummate the transactions contemplated by this Agreement and to pay related fees and expenses (such alternative financing, the "alternative financing").

D&B's Cooperation with Parent's Financing

        D&B has agreed to, and has agreed to cause its each of its subsidiaries to, use reasonable best efforts to cause its and its subsidiaries' respective representatives to, provide, at the sole cost and expense of Parent and subject to certain limitations, all cooperation reasonably requested by Parent in connection with the arrangement of the debt financing, including, among other things:

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        The obligations of Parent and Merger Sub to consummate the merger are not conditioned upon the obtaining of the debt financing or any replacement financing. None of D&B or its subsidiaries shall be required to enter into or perform any agreement with respect to or contemplated by the debt financing that is not contingent upon the closing or that would be effective prior to the closing (other than the execution of customary authorization and representation letters referenced above). Parent has agreed that, if the closing does not occur, they will promptly reimburse D&B, upon D&B's request, for all reasonable and documented out-of-pocket fees, costs and expenses incurred by D&B, its subsidiaries and its and their respective representatives in connection with the cooperation described above. Parent has also agreed to indemnify and hold harmless D&B, its subsidiaries and its and their respective directors, officers, employees and representatives from and against any and all liabilities, losses, damages, claims, costs, expenses, interest, awards, judgments and penalties suffered or incurred by them in connection with the cooperation described above (other than information relating to D&B or its subsidiaries provided in writing by or on behalf of D&B, its subsidiaries or its and their representatives or arising out of the gross, willful misconduct or bad faith by D&B, its subsidiaries or any of their respective representatives).

Other Covenants and Agreements

        The merger agreement contains certain other covenants and agreements, including covenants relating to:

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Conditions to the Closing of the Merger

        The obligations of each of D&B, Parent and Merger Sub to effect the merger are subject to the satisfaction, or waiver, of the following conditions:

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        The obligations of Parent and Merger Sub to effect the merger are subject to the satisfaction, or waiver, of the following additional conditions:

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        In addition, the obligations of D&B to effect the merger are subject to the satisfaction or waiver of the following additional conditions:

Termination of the Merger Agreement

        The merger agreement may be terminated at any time prior to the effective time, whether before or after the adoption of the merger agreement by D&B's stockholders, under the following circumstances:

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Termination Fees and Expenses

        D&B must pay Parent a termination fee of approximately $81.4 million if D&B effects a superior proposal termination to enter into an alternative acquisition agreement with an excluded person prior to 11:59 p.m. Eastern Time on October 7, 2018.

        D&B must pay Parent a termination fee of approximately $203.6 million (less, only with respect to a termination pursuant to the first bullet hereunder, any reimbursable expenses (as defined below) previously paid to Parent) if any of the following occurs:

        Any such termination fee payable by D&B as described above in this section "—Termination Fees and Expenses" is referred to in this proxy statement as the "Company termination fee."

        If the Company termination fee is payable under the circumstances described above, the Company termination fee must be paid promptly following, but in no event later than (x) the consummation of such acquisition proposal, in the case of a payment made pursuant to a superior proposal termination or (y) promptly (but in no event later than five (5) days) after the date of a termination resulting from the willful and material breach of D&B's obligations with respect to acquisition proposals or a change of recommendation termination.

        D&B must reimburse Parent, Merger Sub and their respective affiliates, within two business days of any termination of the merger agreement by either Parent or D&B resulting from the failure to obtain the requisite Company vote for the adoption of the merger, reasonable and documented out-of-pocket fees and expenses incurred by Parent, Merger Sub and their respective affiliates in connection with the merger agreement, the financing of the merger, and the other transactions completed thereby, which we refer to as the "reimbursable expenses," up to a cap of $25.0 million.

        Parent must pay to D&B, promptly, (x) but in no event later than five days after the date of such termination, in the case of a termination by D&B, or (y) prior to or concurrently with such

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termination, in the case of a termination by Parent, a termination fee of approximately $380.1 million (the "Parent termination fee") in the following circumstances:

        In circumstances where the Parent termination fee is payable pursuant to the foregoing, payment of the Parent termination fee is D&B's sole and exclusive remedy against Parent, the Sponsors and their affiliates and representatives for any loss suffered as a result of a breach of the merger agreement or the failure of the transactions contemplated by the merger agreement to be consummated.

Amendment and Waiver of the Merger Agreement

        Any provision of the merger agreement may be amended or waived by the parties at any time prior to the effective time except that, after the adoption of the merger agreement by the required vote of D&B stockholders, no amendment or waiver of the merger agreement may be made that pursuant to applicable law or the rules and regulations of the NYSE requires further approval by the holders of D&B common stock without such further approval. The merger agreement may only be amended or waived if such amendment or waiver is in writing and signed, in the case of an amendment, by each of the parties to the merger agreement or, in the case of a waiver, by each party against whom such waiver is to be effective, with certain exceptions related to the rights of Parent's financing sources under certain provisions of the merger agreement.

Expenses

        Subject to certain exceptions, including the obligation of D&B to pay the Parent expenses up to a certain amount if the merger agreement is terminated under certain circumstances as described above, all costs and expenses incurred in connection with the merger agreement and the merger and the other transactions contemplated by the merger agreement will be paid by the party incurring such expense.

        If D&B or Parent, as the case may be, fails to promptly pay any of the fees or expenses described above, and, in order to obtain such payment, D&B or Parent, as the case may be, commences a suit that results in a final and non-appealable judgment against the other party for the payment of such fees or expenses, such paying party must pay to the other party the reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys' fees and expenses) in connection with such suit, together with interest on such amount from the date such payment was required to be made until the date of payment at the U.S. prime rate indicated by J.P. Morgan on the date of such payment, in each case in an amount not to exceed $5,000,000 ("the enforcement costs").

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Specific Performance

        The parties have agreed in the merger agreement that irreparable damage for which monetary damages, even if available, would not be an adequate remedy would occur in the event that the parties do not perform the provisions of the merger agreement in accordance with its specified terms or otherwise breach such provisions. The parties have agreed that they will be entitled, in addition to any other remedy to which they are entitled at law or in equity, to an injunction, specific performance or other equitable relief to prevent breaches (or threatened breaches) of the merger agreement and to enforce specifically the terms and provisions of the merger agreement. Notwithstanding the foregoing, D&B will be entitled to seek specific performance of Parent's obligation to cause the equity financing to be funded and to cause Parent and Merger Sub to consummate the closing only if:

        D&B may concurrently pursue both (i) a grant of specific performance of Parent's obligation to cause the equity financing to be funded and to consummate the closing and (ii) the payment of the Parent termination fee, the Parent reimbursement obligations and the enforcement costs (if any are due pursuant to the merger agreement), but will not be entitled to receive both a grant of specific performance of Parent's obligation to cause the equity financing to be funded and to consummate the closing and payment of the Parent termination fee, the Parent reimbursement obligations and the enforcement costs (if any are due pursuant to the merger agreement) or monetary damages.

Governing Law

        The merger agreement is governed by the laws of the State of Delaware, with customary exceptions relating to the debt financing.

Jurisdiction

        The parties will not bring or support any litigation against any financing source or its related parties relating to the merger agreement or any of the transactions contemplated thereby in any forum other than a court of competent jurisdiction sitting in the borough of Manhattan of the City of New York.

        Subject to the foregoing, the parties have irrevocably agreed to submit themselves to the personal jurisdiction of the Chancery Court of the State of Delaware and any state appellate court therefrom within the State of Delaware (or in the event (but only in the event) that such court does not have subject matter jurisdiction over such action or proceeding, in any state or federal court located within the State of Delaware) in connection with any matter based upon or arising out of the merger agreement or any of the transactions contemplated by the merger agreement.

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Required Vote; Recommendation of the Board

        The approval of the merger proposal requires the affirmative vote of a majority of the shares of D&B common stock outstanding on the record date and entitled to vote thereon. If you fail to submit a proxy or to vote in person at the special meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with voting instructions, as applicable, this will have the same effect as a vote "AGAINST" the merger proposal.


The Board recommends that D&B stockholders vote "FOR" the merger proposal.

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ADVISORY VOTE ON NAMED EXECUTIVE OFFICER MERGER-RELATED COMPENSATION PROPOSAL (PROPOSAL 2)

        In accordance with Section 14A of the Exchange Act, D&B is providing its stockholders with the opportunity to cast a non-binding, advisory vote on the compensation that will be paid or may become payable to the named executive officers of D&B in connection with the merger, the value of which is set forth in the table entitled "Golden Parachute Compensation" on page [·]. This proposal, commonly known as "say-on-golden parachutes" is referred to in this proxy statement as the named executive officer merger-related compensation proposal. As required by Section 14A of the Exchange Act, D&B is asking its stockholders to vote on the adoption of the following resolution:

        "RESOLVED, that the compensation that may be paid or become payable to D&B's named executive officers in connection with the merger, as disclosed under "The Merger Proposal (Proposal 1)—Interests of D&B's Executive Officers and Directors in the Merger—Potential Merger-Related Payments to Named Executive Officers," including the table, associated footnotes and narrative discussion, is hereby APPROVED."

        The vote on the named executive officer merger-related compensation proposal is a vote separate and apart from the vote on the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve the named executive officer merger-related compensation proposal, and vice versa. Because the vote to approve the named executive officer merger-related compensation proposal is only advisory in nature, it will not be binding on D&B, Parent or the surviving corporation. Accordingly, because D&B is contractually obligated to pay such merger-related compensation, the compensation will be paid or payable, subject only to the conditions applicable thereto, if the merger proposal is approved, regardless of the outcome of the advisory vote.

        Approval of the named executive officer merger-related compensation proposal (on a non-binding basis) requires the affirmative vote of the holders of a majority of the shares of D&B common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. Abstentions will have the same effect as a vote "AGAINST" the named executive officer merger-related compensation proposal, but the failure to vote your shares will have no effect on the outcome of the proposal. Broker non-votes, if any, will have no effect on the outcome of the named executive officer merger-related compensation proposal. If you sign and return a proxy and do not indicate how you wish to vote on the executive officer merger-related compensation proposal, your shares will be voted in favor of the proposal.

        The Board recommends that D&B stockholders vote "FOR" the named executive officer merger-related compensation proposal.

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THE ADJOURNMENT PROPOSAL
(PROPOSAL 3)

        D&B stockholders are being asked to approve a proposal that will give us authority from the stockholders to adjourn the special meeting for the purpose of soliciting additional proxies in favor of the merger proposal if there are not sufficient votes at the time of the special meeting to approve the merger proposal. If a quorum is not present, the person presiding at the special meeting or the stockholders holding a majority of the shares of D&B common stock present in person or by proxy at the special meeting and entitled to vote thereat may adjourn the special meeting from time to time until a quorum shall be present.

        In addition, the Board could postpone the special meeting before it commences, subject to the terms of the merger agreement. If the special meeting is adjourned or postponed, stockholders who have already submitted their proxies will be able to revoke them at any time prior to the final vote on the proposals. If the adjournment is for more than 30 days, or if a new record date is set for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

        Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares of D&B common stock present in person or represented by proxy at the special meeting and entitled to vote thereon. Abstentions will have the same effect as a vote "AGAINST" the adjournment proposal, but the failure to vote your shares will have no effect on the outcome of the proposal, assuming that a quorum exists. Broker non-votes, if any, will have no effect on the outcome of the adjournment proposal. If you sign and return a proxy and do not indicate how you wish to vote on the adjournment proposal, your shares will be voted in favor of the adjournment proposal. D&B does not intend to call a vote on this proposal if the merger proposal has been approved at the special meeting.

        The Board recommends that D&B stockholders vote "FOR" the adjournment proposal.

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MARKET PRICES OF D&B COMMON STOCK

Market Information

        D&B common stock trades on the NYSE under the symbol "DNB". As of August 31, 2018, there were 37,130,398 shares of D&B common stock outstanding. The following table shows the high and low sales price of D&B common stock for our first quarter of fiscal 2018 (through September 10, 2018) and each of our preceding fiscal quarters in 2017 and 2016.

Fiscal Year
  High   Low  

2018

             

First Quarter

  $ 130.95   $ 105.42  

Second Quarter

  $ 134.25   $ 113.79  

Third Quarter (through September 10, 2018)

  $ 144.00   $ 121.67  

2017

             

First Quarter

  $ 125.57   $ 100.46  

Second Quarter

  $ 114.49   $ 101.17  

Third Quarter

  $ 117.23   $ 105.05  

Fourth Quarter

  $ 124.47   $ 107.26  

2016

             

First Quarter

  $ 104.10   $ 85.99  

Second Quarter

  $ 128.87   $ 100.81  

Third Quarter

  $ 141.57   $ 118.22  

Fourth Quarter

  $ 136.94   $ 115.18  

        The closing sales price of D&B common stock on the NYSE on [·], 2018, the latest practicable date before the printing of this proxy statement, was $[·] per share. The closing sales price of D&B common stock on the NYSE on February 12, 2018, the last day of trading prior to D&B's announcement of the departure of its Chairman and CEO on February 12, 2018 and public indication on February 13, 2018 of its willingness to consider all options for value creation that may be identified, was $111.63. You are urged to obtain current market quotations for D&B common stock when considering whether to approve the merger proposal.

Holders

        At the close of business on [·], 2018, [·] shares of D&B common stock were issued and outstanding, held by approximately [·] holders of record. The actual number of stockholders is greater than this number of record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees.

Dividends

        Under our current dividend policy, we have not declared or paid any cash dividends on our comment stock since August 7, 2018. Under the terms of the merger agreement, D&B is prohibited from paying or declaring any further dividends, including regular quarterly dividends, except for the dividend of $0.5225 per share in cash declared by the Board on August 7, 2018, which D&B paid on September 7, 2018 to stockholders of record at the close of business on August 22, 2018.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        The table below shows how much of D&B common stock was known to us to be beneficially owned as of August 31, 2018 (unless another date is indicated) by (i) each person known by D&B to beneficially own more than 5% of D&B common stock, (ii) each director (who was serving as a director as of that date), (iii) each named executive officer and (iv) all current directors and executive officers as a group.

        The amounts and percentages of shares beneficially owned are reported on the basis of SEC regulations governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a "beneficial owner" of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person's ownership percentage, but not for purposes of computing any other person's ownership percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. The information in the table below regarding beneficial owners of 5% or more of our common stock is based on our review of Schedule 13D and Schedule 13F filings by such persons with the SEC.

        As of August 31, 2018, there were 37,130,398 shares of D&B common stock outstanding.

Name
  Aggregate
Number of
Shares
Beneficially
Owned(1)
  Percent of
Shares
Outstanding

Thomas J. Manning (CEO)

    9,713   *

James N. Fernandez (Chairman)(2)

    31,514   *

Cindy Christy

    4,285   *

L. Gordon Crovitz

    5,648   *

Paul R. Garcia(3)

    9,202   *

Anastassia Lauterbach

    4,183   *

Randall D. Mott

    4,324   *

Judith A. Reinsdorf

    6,691   *

Richard H. Veldran

    14,310   *

Curtis D. Brown

    10,265   *

Christie A. Hill

    18,460   *

All current directors and executive officers as a group (12 persons)

    121,733   *

The Vanguard Group(4)

    3,647,156   9.82

100 Vanguard Blvd.

         

Malvern, PA 19355

         

BlackRock, Inc.(5)

    3,350,545   9.02

55 East 52nd Street

         

New York, NY 10055

         

Wellington Management Group LLP(6)

    2,098,265   5.65

c/o Wellington Management Company LLP

         

280 Congress Street

         

Boston, MA 02210

         

*
Represents less than 1% of our outstanding common stock.

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(1)
Includes the maximum number of shares of common stock that may be acquired within 60 days of August 31, 2018, upon the exercise of vested D&B stock options, as follows: Mr. Manning, 1,387; Ms. Christy, 1,170; Mr. Crovitz, 1,340; Mr. Fernandez, 0; Mr. Garcia, 1,788; Ms. Lauterbach, 1,134; Mr. Mott, 1,143; Ms. Reinsdorf, 1,387; Mr. Veldran, 0; Mr. Brown, 0; Ms. Hill, 11,550; and all current directors and executive officers as a group, 20,899.


Also includes the maximum number of shares of common stock that may be acquired within 60 days of August 31, 2018, upon the vesting of restricted stock units, as follows: Mr. Manning, 4,594; Ms. Christy, 3,115; Mr. Crovitz, 4,308; Mr. Fernandez, 18,189; Mr. Garcia, 4,731; Ms. Lauterbach, 0; Mr. Mott, 0; Ms. Reinsdorf, 4,594; Mr. Veldran, 0; Mr. Brown, 834; Ms. Hill, 0; and all current directors and executive officers as a group, 40,365.



Does not include the following Dun & Bradstreet stock units which are held by the following directors who have deferred cash compensation into the Dun & Bradstreet Common Stock Fund: Ms. Christy, 1,823 and Mr. Fernandez, 11,951. Dun & Bradstreet stock units do not confer voting rights and are not considered beneficially owned shares under SEC rules. In addition, they are settled in cash, not shares, when a director leaves the Board.

(2)
Includes 13,325 shares as to which Mr. Fernandez has shared voting and shared dispositive power.

(3)
Includes 2,683 shares indirectly held in the Paul R. Garcia Revocable Trust.

(4)
The Vanguard Group filed a Schedule 13F with the SEC on August 14, 2018. This Schedule 13F shows that the Vanguard Group: (i) beneficially owned 3,647,156 shares; (ii) had sole voting power over 18,193 shares; and (iii) had shared voting power over 4,350 shares. All of the information in this note (4) is based on the Schedule 13F.

(5)
BlackRock, Inc. filed a Schedule 13D with the SEC on August 17, 2018. This Schedule 13D shows that BlackRock, Inc.: (i) beneficially owned 3,350,545 shares; (ii) had sole dispositive power over all such shares; (iii) had shared dispositive power over 0 shares; (iv) had sole voting power over 3,171,992 shares; and (v) had shared voting power over 0 shares. All of the information in this note (5) is based on the Schedule 13D.

(6)
Wellington Management Group LLP filed a Schedule 13F with the SEC on August 14, 2018. This Schedule 13F shows that Wellington Management Group LLP: (i) beneficially owned 2,098,265 shares; (ii) had sole voting power over 0 shares; and (iii) had shared voting power over 1,844,904 shares. All of the information in this note (6) is based on the Schedule 13F.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

        The following is a summary of the material U.S. federal income tax consequences of the merger to "U.S. holders" and "non-U.S. holders" (in each case, as defined below) of D&B common stock whose shares are exchanged for cash in the merger. This summary is based on provisions of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), U.S. Treasury regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as in force as of the date hereof. Those authorities may be changed at any time, perhaps retroactively, so as to result in U.S. federal income tax consequences different from those summarized below.

        This summary is not a comprehensive discussion of all of the tax considerations that may be relevant to a particular investor whose shares of D&B common stock are exchanged for cash in the merger. In particular, this summary is directed only to holders that hold shares of D&B common stock as capital assets within the meaning of Section 1221 of the Code (generally, for investment purposes) and does not address tax consequences to holders who may be subject to special tax rules, such as banks, brokers or dealers in securities or currencies, traders in securities electing to mark to market, financial institutions, life insurance companies, S corporations, tax-exempt entities, non-U.S. holders (as defined below) that at any time during the five-year period ending on the date of the merger owned (directly, indirectly or constructively) more than 5% of our common stock, persons holding our common stock as part of a hedging or conversion transaction or a straddle, persons whose functional currency is not the U.S. dollar, holders who exercise appraisal rights, or holders who acquired our common stock pursuant to the exercise of employee stock options, through a tax-qualified retirement plan or otherwise as compensation. Moreover, this summary does not address state, local or foreign taxes, U.S. federal non-income taxes (e.g., estate and gift taxes), the Medicare contribution tax applicable to net investment income of certain non-corporate U.S. holders, or the alternative minimum tax. This summary is not binding on the U.S. Internal Revenue Service ("IRS") or the courts and, therefore, could be subject to challenge, which could be sustained. We will not seek any ruling from the IRS with respect to the merger. This summary does not address the tax consequences of any transaction other than the merger.

        You should consult your own tax advisors about the consequences of the merger, including the relevance to your particular situation of the considerations discussed below and any consequences arising under foreign, state, local or other tax laws.

        For purposes of this summary, a "U.S. holder" is a beneficial owner of shares of D&B common stock that is (a) an individual who is a citizen or resident of the United States, (b) a corporation (or an entity treated as a corporation for U.S. federal income tax purposes) that is created or organized under the laws of the United States, any state thereof, or the District of Columbia, (c) an estate the income of which is subject to U.S. federal income tax regardless of its source or (d) a trust in which (i) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions or (ii) a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person is in effect. A "non-U.S. holder" is a beneficial owner (other than an entity or arrangement treated as a partnership for U.S. federal income tax purposes) of shares of D&B common stock that is not a U.S. holder.

        If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds D&B common stock, the U.S. federal income tax considerations relating to the merger will depend in part upon the status and activities of such partnership and the particular partner. Any such partnership should consult its own tax advisor regarding the U.S. federal income tax considerations applicable to it and its partners relating to the merger.

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U.S. Holders

        The exchange of D&B common stock for cash in the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of D&B common stock are exchanged for cash in the merger will recognize capital gain or loss for U.S. federal income tax purposes in an amount equal to the difference, if any, between the amount of cash received with respect to such shares and the U.S. holder's adjusted tax basis in such shares. A U.S. holder's adjusted tax basis generally will equal the price the U.S. holder paid for such shares. Such gain or loss generally will be capital gain or loss and generally will be treated as long-term capital gain or loss if the U.S. holder has held such shares of D&B common stock for more than one year as of the date the merger is effective. Long-term capital gains of certain non-corporate U.S. holders (including individuals) are generally eligible for reduced rates of taxation. The deductibility of capital losses is subject to limitations. Gain or loss and holding period will be determined separately for each block of shares of D&B common stock (i.e., shares of D&B common stock acquired at the same time and at the same cost in a single transaction).

        Information Reporting and Backup Withholding for U.S. Holders.    Information reporting will generally apply, and backup withholding may apply, to payments made to a U.S. holder in exchange for shares of D&B common stock in the merger. Backup withholding will not apply, however, to a U.S. holder of D&B common stock who (1) timely provides an IRS Form W-9 (or appropriate successor form) that furnishes a correct taxpayer identification number ("TIN") and certifies that such holder is a U.S. person and is not subject to backup withholding, and otherwise complies with all applicable requirements of the backup withholding rules; or (2) is otherwise exempt from backup withholding (and, if required, provides proof of exemption). Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules may be refunded or credited against a holder's U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner. The IRS may impose a penalty upon any taxpayer that fails to provide the correct TIN.

Non-U.S. Holders

        Subject to the discussions below under "Information Reporting and Backup Withholding for Non-U.S. Holders" and "FATCA", a non-U.S. holder generally will not be subject to U.S. federal income tax in respect of gain realized on the disposition of D&B common stock in the merger, unless:

        Information Reporting and Backup Withholding for Non-U.S. Holders.    Information reporting and backup withholding generally will apply to payments made to a non-U.S. holder in exchange for shares of D&B common stock in the merger effected by or through the U.S. office of a broker unless the holder certifies its non-U.S. person status under penalties of perjury or otherwise establishes an exemption. Information reporting and backup withholding generally will not apply to such payments to a non-U.S. holder effected outside the United States by a foreign office of a foreign broker. However,

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information reporting requirements (but not backup withholding) will apply to such payments to a non-U.S. holder effected outside the United States by a foreign office of a broker if the broker (i) is a United States person, (ii) derives 50% or more of its gross income for certain periods from the conduct of a trade or business in the United States, (iii) is a "controlled foreign corporation" as defined in the Code, or (iv) is a foreign partnership that, at any time during its taxable year, is more than 50% (by income or capital interest) owned by United States persons or is engaged in the conduct of a U.S. trade or business, unless in any such case the broker has documentary evidence in its records that the holder is a non-U.S. person and certain conditions are met, or the holder otherwise establishes an exemption. A non-U.S. holder must generally submit an IRS Form W-8BEN or IRS Form W-8BEN-E (or other appropriate IRS Form W-8 or successor form) attesting to its exempt foreign status in order to qualify as an exempt recipient. Backup withholding is not an additional tax, and any amounts withheld under the backup withholding rules may be refunded or credited against a holder's U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner.

FATCA

        If the merger closes after December 31, 2018, then, under the U.S. tax rules known as the Foreign Account Tax Compliance Act ("FATCA"), a holder of D&B common stock will generally be subject to a 30% U.S. withholding tax on gross proceeds from its exchange of D&B common stock for cash pursuant to the merger if the holder is, or holds its D&B common stock through, (i) a "foreign financial institution" that has not entered into and complied with an agreement with the U.S. government to report, on an annual basis, certain information regarding accounts with or interests in the institution held by certain United States persons and by certain non-U.S. entities that are wholly or partially owned by United States persons and to withhold on certain payments, or (ii) a "non-financial foreign entity" that fails to provide certain documentation (usually an IRS Form W-8BEN or W-8BEN-E) containing information about its identity, its FATCA status, and if required, containing certain information regarding certain of its direct and indirect U.S. owners or certifying that it does not have any such owners, unless an exemption otherwise applies. The adoption of, or implementation of, an intergovernmental agreement between the United States and an applicable foreign country, or future U.S. Treasury regulations, may modify these requirements. Documentation that holders provide in order to be treated as FATCA compliant may be reported to the IRS and other tax authorities, including information about a holder's identity, its FATCA status, and if applicable, certain of its direct and indirect U.S. owners. Holders should consult their own tax advisors on how these rules may apply to payments made in exchange for their shares of D&B common stock pursuant to the merger.

        THIS DISCUSSION IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. WE URGE YOU TO CONSULT WITH YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR SITUATION, AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER ARISING UNDER OTHER U.S. FEDERAL TAX LAWS (SUCH AS THE ESTATE OR GIFT TAX RULES) OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

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FUTURE D&B STOCKHOLDER PROPOSALS

        If the merger is completed, D&B will have no public stockholders and there will be no public participation in any future meetings of stockholders of D&B. However, if the merger is not completed, D&B stockholders will continue to be entitled to attend and participate in D&B's annual meeting of stockholders.

        If the merger is completed on the expected timetable, D&B does not intend to hold a 2019 annual meeting of its stockholders. If, however, the merger is not completed or D&B otherwise holds its 2019 annual meeting of stockholders, any stockholder proposal intended for inclusion in the proxy materials for the 2019 annual meeting pursuant to Rule 14a-8 under the Exchange Act must have been received at our principal executive offices no later than November 27, 2018, unless the date of D&B's annual meeting is more than 30 days before or after May 8, 2019, in which case the proposal must be received a reasonable time before D&B begins to print and mail its proxy materials for its 2019 annual meeting. Where a stockholder does not seek inclusion of the proposal in the proxy material and submits a proposal outside of the process described in Rule 14a-8 of the Exchange Act, or intends to submit a director candidate for consideration by D&B's Nominating and Governance Committee, the proposal must still comply with the advance notice provisions in D&B's bylaws. Accordingly, written notice of a proposal must be sent to the Corporate Secretary of D&B, at its principal executive offices, between January 8, 2019 and the close of business on February 7, 2019, which is between 90 days and 120 days before the anniversary of the date of the 2018 annual meeting. In the event the date of the 2019 annual meeting is advanced by more than 20 days, or delayed by more than 70 days from the anniversary of the date of the 2018 annual meeting, a stockholder proposal must be submitted by the close of business on the date that is the later of the 90th day prior to the 2019 annual meeting or the 10th day following the day on which the date for the 2019 annual meeting is first publicly announced or disclosed.

        If a stockholder wants to utilize D&B's proxy access bylaw to nominate a director for inclusion in D&B's proxy materials as described above, the stockholder must have submitted notice to D&B between October 28, 2018 and November 27, 2018, which is between 150 and 120 days before the anniversary of the mailing of the proxy statement and related proxy card for the 2018 annual meeting. In the event the date of the 2019 annual meeting is advanced by more than 20 days, or delayed by more than 70 days from the anniversary of the date of the 2018 annual meeting, notice of a stockholder nomination must be submitted by the close of business on the date that is the later of the 120th day prior to the 2019 annual meeting or the 10th day following the day on which the date for the 2019 annual meeting is first publicly announced or disclosed. Stockholder proposals and nominations should be sent to: Corporate Secretary, The Dun & Bradstreet Corporation, at 103 John F. Kennedy Parkway, Short Hills, New Jersey 07078.

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MULTIPLE STOCKHOLDERS SHARING ONE ADDRESS

        The SEC has adopted rules that permit companies and intermediaries, such as brokers and banks, to satisfy the delivery requirements for proxy statements with respect to two or more stockholders sharing an address by delivering a single proxy statement, as applicable, addressed to those stockholders, unless contrary instructions have been received. This procedure, which is commonly referred to as "householding," reduces the amount of duplicate information that stockholders receive and lowers printing and mailing costs for companies.

        Certain brokerage firms may have instituted householding for beneficial owners of D&B common stock held through brokerage firms. If your family has multiple accounts holding D&B common stock, you may have already received a householding notification from your broker. You may decide at any time to revoke your decision to household, and thereby receive multiple copies of proxy materials. If you wish to opt out of this procedure and receive a separate set of proxy materials in the future, or if you are receiving multiple copies and would like to receive only one, you should contact your broker, trustee or other nominee or D&B at the address and telephone number below. A separate copy of these proxy materials will be promptly delivered upon request by writing to: The Dun & Bradstreet Corporation, Attention: Corporate Secretary, 103 John F. Kennedy Parkway, Short Hills, New Jersey 07078.

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WHERE YOU CAN FIND MORE INFORMATION

        D&B files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any of this information filed with the SEC at the SEC's public reference room:

Public Reference Room
100 F Street NE
Room 1024
Washington, D.C. 20549

        For information regarding the operation of the Public Reference Room, you may call the SEC at 1-800-SEC-0330. These filings made with the SEC are also available free to the public through the website maintained by the SEC at http://www.sec.gov or from commercial document retrieval services. In addition, you may obtain free copies of the documents D&B files with the SEC by going to D&B's website at www.dnb.com by clicking on the link for "Investor Relations", then clicking on the link for "Financial Information" and selecting "Annual Reports and Proxies." The Internet website address of D&B is provided as inactive textual references only. The information provided on, or that may be accessed through, the D&B website is not part of this proxy statement and, therefore, is not incorporated by reference.

        Statements contained in this proxy statement, or in any document incorporated by reference into this proxy statement regarding the contents of any contract or other document, are not necessarily complete and each such statement is qualified in its entirety by reference to that contract or other document.

        You can obtain a copy of D&B's reports and other documents filed with the SEC from the SEC or through the SEC's website referred to above. You may also request a copy of D&B's reports and other documents filed with the SEC at no cost by requesting them in writing or by telephone from D&B at the following address and telephone number:

The Dun & Bradstreet Corporation
103 John F. Kennedy Parkway
Short Hills, New Jersey 07078
(973) 921-5500

        If you request any of these documents from D&B, D&B will mail them to you by first-class mail, or similar means.

        D&B has supplied all information contained in or incorporated by reference into this proxy statement relating to D&B and its affiliates.

        You should rely only on the information contained in, or incorporated by reference into, this proxy statement in voting your shares at the special meeting, as applicable. D&B has not authorized anyone to provide you with information that is different from what is contained in this proxy statement. This proxy statement is dated [·], 2018. You should not assume that the information contained in this proxy statement is accurate as of any other date, and neither the mailing of this proxy statement to D&B stockholders nor the consummation of the merger will create any implication to the contrary.

THIS PROXY STATEMENT DOES NOT CONSTITUTE THE SOLICITATION OF A PROXY IN ANY JURISDICTION TO OR FROM ANY PERSON TO WHOM OR FROM WHOM IT IS UNLAWFUL TO MAKE SUCH PROXY SOLICITATION IN THAT JURISDICTION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE INTO THIS PROXY STATEMENT TO VOTE YOUR SHARES OF D&B COMMON STOCK AT THE SPECIAL MEETING. D&B HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT FROM WHAT IS CONTAINED IN THIS

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PROXY STATEMENT. THIS PROXY STATEMENT IS DATED [·], 2018. YOU SHOULD NOT ASSUME THAT THE INFORMATION CONTAINED IN THIS PROXY STATEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THAT DATE, AND THE MAILING OF THIS PROXY STATEMENT TO STOCKHOLDERS DOES NOT CREATE ANY IMPLICATION TO THE CONTRARY.

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ANNEX A

EXECUTION COPY

AGREEMENT AND PLAN OF MERGER

by and among

THE DUN & BRADSTREET CORPORATION,

STAR PARENT, L.P.

and

STAR MERGER SUB, INC.

Dated as of August 8, 2018



TABLE OF CONTENTS

 
   
  Page  

ARTICLE I THE MERGER; CLOSING; EFFECTIVE TIME

    A-1  

1.1

 

The Merger

   
A-1
 

1.2

 

Closing

    A-2  

1.3

 

Effective Time

    A-2  


ARTICLE II CERTIFICATE OF INCORPORATION AND BYLAWS OF THE SURVIVING CORPORATION


 

 

A-2

 

2.1

 

The Certificate of Incorporation

   
A-2
 

2.2

 

The Bylaws

    A-2  


ARTICLE III DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION


 

 

A-2

 

3.1

 

Directors

   
A-2
 

3.2

 

Officers

    A-3  


ARTICLE IV EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES


 

 

A-3

 

4.1

 

Effect on Capital Stock

   
A-3
 

4.2

 

Exchange of Shares. 

    A-3  

4.3

 

Treatment of Stock Plans

    A-6  

4.4

 

Adjustments to Prevent Dilution

    A-8  


ARTICLE V REPRESENTATIONS AND WARRANTIES


 

 

A-8

 

5.1

 

Representations and Warranties of the Company

   
A-8
 

5.2

 

Representations and Warranties of Parent and Merger Sub

    A-27  


ARTICLE VI COVENANTS


 

 

A-35

 

6.1

 

Interim Operations. 

   
A-35
 

6.2

 

Acquisition Proposals. 

    A-38  

6.3

 

Proxy Filing

    A-44  

6.4

 

Stockholders Meeting

    A-44  

6.5

 

Filings; Other Actions; Notification

    A-45  

6.6

 

Access and Reports

    A-48  

6.7

 

Stock Exchange De-listing

    A-49  

6.8

 

Publicity

    A-49  

6.9

 

Employee Benefits. 

    A-49  

6.10

 

Expenses

    A-51  

6.11

 

Financing and Cooperation. 

    A-51  

6.12

 

Indemnification; Directors' and Officers' Insurance. 

    A-56  

6.13

 

Agreements Concerning Parent and Merger Sub and the Company

    A-58  

6.14

 

Transaction Litigation

    A-58  

6.15

 

Existing Company Indebtedness

    A-58  

6.16

 

Cash Distribution

    A-61  


ARTICLE VII CONDITIONS


 

 

A-62

 

7.1

 

Conditions to Each Party's Obligation to Effect the Merger

   
A-62
 

7.2

 

Conditions to Obligations of Parent and Merger Sub

    A-62  

7.3

 

Conditions to Obligations of the Company

    A-63  

A-i


 
   
  Page  


ARTICLE VIII TERMINATION


 

 

A-64

 

8.1

 

Termination by Mutual Consent

   
A-64
 

8.2

 

Termination by Either Parent or the Company

    A-64  

8.3

 

Termination by the Company

    A-64  

8.4

 

Termination by Parent

    A-65  

8.5

 

Effect of Termination and Abandonment. 

    A-66  

8.6

 

Payments; Non-Recourse Parties. 

    A-70  


ARTICLE IX MISCELLANEOUS AND GENERAL


 

 

A-71

 

9.1

 

Survival

   
A-71
 

9.2

 

Modification or Amendment

    A-71  

9.3

 

Waiver of Conditions

    A-71  

9.4

 

Counterparts

    A-71  

9.5

 

GOVERNING LAW AND VENUE; WAIVER OF JURY TRIAL. 

    A-71  

9.6

 

Specific Performance. 

    A-73  

9.7

 

Notices

    A-74  

9.8

 

Entire Agreement

    A-75  

9.9

 

No Third Party Beneficiaries

    A-75  

9.10

 

Obligations of Parent and of the Company

    A-76  

9.11

 

Definitions

    A-76  

9.12

 

Severability

    A-76  

9.13

 

Interpretation; Construction. 

    A-76  

9.14

 

Assignment

    A-77  

A-ii



AGREEMENT AND PLAN OF MERGER

        AGREEMENT AND PLAN OF MERGER, dated as of August 8, 2018 (hereinafter called this "Agreement"), by and among The Dun & Bradstreet Corporation, a Delaware corporation (the "Company"), Star Parent, L.P., a Delaware limited partnership, a ("Parent"), and Star Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub," with the Company and Merger Sub sometimes being hereinafter collectively referred to as the "Constituent Corporations," and the Constituent Corporations, together with Parent, the "Parties").


RECITALS

        WHEREAS, the Parties intend that, on the terms and subject to the conditions set forth herein, Merger Sub shall merge with and into the Company, with the Company being the surviving corporation (the "Merger");

        WHEREAS, the board of directors of the Company (the "Company Board"), has unanimously (i) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth herein, (ii) determined that this Agreement and the transactions contemplated by this Agreement are fair to, and in the best interests of, the Company and its stockholders and (iii) resolved to recommend that this Agreement be adopted by the Company's stockholders;

        WHEREAS, each of the boards of directors of Parent and Merger Sub has unanimously (i) approved and declared advisable this Agreement and the transactions contemplated by this Agreement, including the Merger, upon the terms and subject to the conditions set forth herein and (ii) determined that this Agreement and such transactions are fair to, and in the best interests of, Parent and Merger Sub, respectively;

        WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and material inducement to the Company's willingness to enter into this Agreement, the Equity Financing Sources, (collectively, the "Guarantors") are each entering into a limited guarantee, dated as of the date hereof, in favor of the Company (collectively, the "Limited Guarantees") with respect to certain obligations of Parent and Merger Sub under this Agreement;

        WHEREAS, Parent shall, or shall cause the direct holder of the stock of Merger Sub to, immediately following execution and delivery of this Agreement, adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger, in its capacity as sole stockholder of Merger Sub; and

        WHEREAS, the Company, Parent and Merger Sub desire to make certain representations, warranties, covenants and agreements in connection with this Agreement and to set forth certain conditions to the Merger.

        NOW, THEREFORE, in consideration of the premises, representations, warranties, covenants and agreements contained herein, and subject to the conditions set forth herein, the Parties agree as follows:


ARTICLE I

The Merger; Closing; Effective Time

        1.1    The Merger.     Upon the terms and subject to the conditions set forth in this Agreement and the applicable provisions of the Delaware General Corporation Law, as amended (the "DGCL"), at the Effective Time, Merger Sub shall be merged with and into the Company and the separate corporate existence of Merger Sub shall thereupon cease. The Company shall be the surviving corporation in the Merger (sometimes hereinafter referred to as the "Surviving Corporation"), and the separate corporate

A-1


existence of the Company, with all of its rights, privileges, immunities, powers and franchises shall continue unaffected by the Merger, except as set forth in Article II. The Merger shall have the effects specified in the DGCL, this Agreement and the Certificate of Merger (as defined in Section 1.3).


        1.2
    Closing.     Unless otherwise mutually agreed in writing between the Company and Parent, the closing for the Merger (the "Closing") shall take place at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York, 10006 at 8:30 a.m. (New York City time) on the third (3rd) business day following the day on which the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at or immediately prior to the Closing, but subject to the satisfaction or waiver of those conditions at or immediately prior to the Closing) shall be satisfied or waived in accordance with this Agreement; provided, that in the event that the Marketing Period has not ended at the time of the satisfaction or waiver of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at or immediately prior to the Closing, but subject to the satisfaction or waiver of those conditions at or immediately prior to the Closing), the Closing shall occur on the earlier of (x) a date during the Marketing Period specified by Parent in writing on no fewer than three (3) business days' prior written notice to the Company and (y) the second (2nd) business day following the final day of the Marketing Period, but subject, in each case, to the satisfaction or waiver of all applicable conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at or immediately prior the Closing, but subject to the satisfaction or waiver of those conditions at or immediately prior to the Closing). The date on which the Closing actually occurs is referred to herein as the "Closing Date". For purposes of this Agreement, except as otherwise provided herein, the term "business day" means any day other than Saturday or Sunday or a day on which commercial banks are authorized or required by Law (as defined in Section 5.1(i)) to be closed in New York City.


        1.3
    Effective Time.     At the Closing, the Company and Parent will cause a certificate of merger complying with the requirements of the DGCL (the "Certificate of Merger") to be executed, acknowledged and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL and shall make all other filings or recordings required under the DGCL in connection with the Merger. The Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the Parties in writing and specified in the Certificate of Merger (the "Effective Time").


ARTICLE II

Certificate of Incorporation and Bylaws of the Surviving Corporation

        2.1    The Certificate of Incorporation.     At the Effective Time, the certificate of incorporation of Merger Sub shall be the certificate of incorporation of the Surviving Corporation (the "Charter"), until thereafter amended as provided therein or by applicable Law; provided that this Section 2.1 is subject to compliance with Section 6.12(f).


        2.2
    The Bylaws.     At the Effective Time, the bylaws of Merger Sub in effect immediately prior to the Effective Time shall be the bylaws of the Surviving Corporation (the "Bylaws"), until thereafter amended as provided therein or by applicable Law; provided that this Section 2.2 is subject to compliance with Section 6.12(f).


ARTICLE III

Directors and Officers of the Surviving Corporation

        3.1    Directors.     The directors of Merger Sub immediately prior to the Effective Time shall, from and after the Effective Time, be the only directors of the Surviving Corporation, each to hold office

A-2


until his or her successor has been duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the Charter and the Bylaws.


        3.2
    Officers.     The officers of the Company at the Effective Time shall, from and after the Effective Time, be the officers of the Surviving Corporation, each to hold office until his or her successors shall have been duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the Charter and Bylaws.


ARTICLE IV

Effect of the Merger on Capital Stock; Exchange of Certificates

        4.1    Effect on Capital Stock.     At the Effective Time, as a result of the Merger and without any action on the part of the holder of any capital stock of the Company or on the part of the sole stockholder of Merger Sub:


        4.2
    Exchange of Shares.     

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        4.3
    Treatment of Stock Plans.     

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