As filed with the Securities and Exchange Commission on June 30, 2020
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Dun &
Bradstreet Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
7320 (Primary Standard Industrial Classification Code Number) |
83-2008699 | |
|
103 John F. Kennedy Parkway
Joe A. Reinhardt III
Copies to:
| |||
| Alexander D. Lynch, Esq. Barbra J. Broudy, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 (212) 310-8000 (Phone) (212) 310-8007 (Fax) |
Marc D. Jaffe, Esq. Ian D. Schuman, Esq. Stelios G. Saffos, Esq. Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1894 | ||
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-239050
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | x | Smaller reporting company | ¨ |
| Emerging growth company | ¨ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE | ||||
| Title of Each Class of Security Being Registered |
Amount Being Registered(1) |
Proposed Maximum Offering Price per Security(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee(3) |
| Common stock, par value $0.0001 per share | 14,435,112 | $22.00 | $317,572,464 | $41,220.91 |
| (1) | This amount is in addition to the 75,612,500 shares of common stock registered under the registration statement originally declared effective on June 30, 2020 (File No. 333-239050) and includes shares of common stock that may be purchased by the underwriters upon exercise of their option to purchase additional shares of common stock. | |
| (2) | Based on the public offering price. | |
| (3) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the proposed maximum aggregate offering price. | |
The Registrant
Statement shall become effective upon filing with the Securities and Exchange Commission
in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the registrant’s prior registration statement on Form S-1 (Registration No. 333-239050), originally filed on June 9, 2020, as amended (together with its exhibits the “Prior Registration Statement”), which was declared effective on June 30, 2020. The Prior Registration Statement is incorporated by reference herein.
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EXHIBIT INDEX
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Short Hills, New Jersey, on June 30, 2020.
| Dun & Bradstreet Holdings, Inc. | ||
| By: | /s/ Joe A. Reinhardt III | |
| Name: Joe A. Reinhardt III | ||
| Title: Chief Legal Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 30, 2020.
| Signature | Title |
|
* Anthony
M. Jabbour |
Chief Executive Officer and Director (Principal Executive Officer)
|
|
* Bryan
T. Hipsher |
Chief Financial Officer (Principal Financial Officer)
|
|
* Anthony
Pietrontone |
Chief Accounting Officer (Principal Accounting Officer)
|
|
* William
P. Foley II |
Chairman of the Board |
|
* Douglas K. Ammerman
|
Director |
|
* Chinh E. Chu
|
Director |
|
* Thomas
M. Hagerty |
Director |
|
* Richard N. Massey
|
Director |
|
* James A. Quella
|
Director |
|
* Ganesh B. Rao |
Director |
| *By: | /s/ Joe A. Reinhardt III | |
| Name: Joe A. Reinhardt III | ||
| Title: Attorney-in-fact | ||
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Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
The Board of Directors
Dun & Bradstreet Holdings, Inc.:
We consent to the use of our report dated March 25, 2020, except for the increases in authorized common and preferred stock and the common stock split described in Note 21 as to which the date is June 24, 2020, with respect to the consolidated balance sheet of Dun & Bradstreet Holdings, Inc. (formerly Star Intermediate I, Inc.) as of December 31, 2019, the related consolidated statement of operations and comprehensive income (loss), stockholder equity (deficit), and cash flows for the period from January 1, 2019 to December 31, 2019 (Successor period) and of The Dun & Bradstreet Corporation (Predecessor) for the period from January 1, 2019 to February 7, 2019 (Predecessor period), and the related notes, incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus. Our report includes an explanatory paragraph that states that effective February 8, 2019, the Predecessor was acquired in a business combination accounted for using the acquisition method. As a result of the acquisition, the consolidated financial information for the period after the acquisition is presented on a different cost basis than that for the periods before the acquisition and, therefore, is not comparable.
/s/ KPMG LLP
Short Hills, New Jersey
June 30, 2020
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated April 1, 2019, except for the change in composition of reportable segments and the change in classification of revenues by customer solution set discussed in Note 1 and Note 16 to the consolidated financial statements, as to which the date is March 16, 2020, relating to the financial statements of The Dun & Bradstreet Corporation, which appears in Amendment No. 3 to the Registration Statement on Form S-1 (No. 333-239050) of Dun & Bradstreet Holdings, Inc. We also consent to the reference to us under the heading “Experts” in Amendment No. 3 to the Registration Statement on Form S-1 (No. 333-239050) incorporated by reference in this Registration Statement.
/s/ PricewaterhouseCoopers LLP
New York, New York
June 30, 2020