| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/01/2020 |
3. Issuer Name and Ticker or Trading Symbol
Dun & Bradstreet Holdings, Inc. [ DNB ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 103,819,610(4) | I | See footnotes(1)(2)(3) |
| Common Stock | 0(5) | D(1)(2)(3) | |
| Common Stock | 0(6) | D(1)(2)(3) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See Exhibit 99.1 for text of footnote (1). |
| 2. See Exhibit 99.1 for text of footnote (2). |
| 3. See Exhibit 99.1 for text of footnote (3). |
| 4. See Exhibit 99.1 for text of footnote (4). |
| 5. See Exhibit 99.1 for text of footnote (5). |
| 6. See Exhibit 99.1 for text of footnote (6). |
| Remarks: |
| Exhibit 99.1 and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 3 is the first of two Form 3s filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 is filed by Designated Filer, Thomas H. Lee Advisors, LLC. |
| THOMAS H. LEE ADVISORS, LLC By: THL Holdco, LLC, its Managing Member /s/ Mark A. Garcia Name: Mark A. Garcia Title: Chief Financial Officer, Funds | 07/01/2020 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
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Name and Address of Reporting Person: |
Thomas H. Lee Advisors, LLC |
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c/o Thomas H. Lee Partners, L.P. |
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100 Federal Street, 35th Floor |
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Boston, MA 02110 |
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Issuer Name and Ticker or Trading Symbol: |
Dun & Bradstreet Holdings, Inc. [DNB] |
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Date of Event Requiring |
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Statement (Month/Day/Year): |
July 1, 2020 |
Footnotes to Form 3
(1) This report is filed by the following Reporting Persons: Thomas H. Lee Advisors, LLC (“THL Advisors”), Thomas H. Lee Equity Fund VIII, L.P. (“THL Equity VIII”), Thomas H. Lee Parallel Fund VIII, L.P. (“Parallel Fund VIII”), THL Fund VIII Coinvestment Partners, L.P. (“Coinvestment VIII”), THL Executive Fund VIII, L.P. (“Executive Fund VIII”), THL Equity Fund VIII Investors (D&B), L.P. (“Equity Fund VIII (D&B)”), THL Equity Advisors VIII, LLC (“Equity Advisors”), Thomas H. Lee Partners, L.P. (“THL Partners”), THL Holdco, LLC (“THL Holdco”), and THL Managers VIII, LLC (“THL Managers VIII”) (collectively with their affiliates, the “THL Funds”); Thomas M. Hagerty; and Gnaneshwar B. Rao. This Form 3 is in two parts and is jointly filed with the Reporting Persons in both parts. See Remarks.
(2) THL Holdco is the managing member of THL Advisors, which is in turn the general partner of THL Partners, which in turn is the general partner of Coinvestment VIII, the managing member of THL Manager VIII and is the sole member of Equity Advisors, which in turn is the general partner of the THL Equity VIII, Parallel Fund VIII, Executive Fund VIII and Equity Fund VIII (D&B). Each of Mr. Hagerty and Mr. Rao is a Managing Director of THL Partners. Solely for purposes of Section 16 of the Securities Exchange Act of 1934, the THL Funds may be deemed directors by deputization.
(3) Each of the Reporting Persons disclaims beneficial ownership of the securities listed in this report, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose, except to the extent of such Reporting Person’s pecuniary interest therein.
(4) Represents shares held directly by the following entities: 11,103,957 shares by THL Equity VIII; 20,218,862 shares by Parallel Fund VIII; 1,319,626 shares by Coinvestment VIII; 847,751 shares by Executive Fund VIII; and 70,329,414 shares by Equity Fund VIII (D&B).
(5) No securities are beneficially owned by Mr. Hagerty.
(6) No securities are beneficially owned by Mr. Rao.
Joint Filer Information
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Name of Joint Filer: |
Thomas H. Lee Equity Fund VIII, L.P. |
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Address of Joint Filer: |
c/o Thomas H. Lee Partners, L.P. |
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100 Federal Street, 35th Floor |
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Boston, MA 02110 |
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Relationship of Joint Filer to Issuer: |
10% Owner |
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Director |
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Issuer Name and Ticker or Trading Symbol: |
Dun & Bradstreet Holdings, Inc. [DNB] |
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Date of Event Requiring |
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Statement (Month/Day/Year): |
July 1, 2020 |
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Designated Filer: |
Thomas H. Lee Advisors, LLC |
Signature:
THOMAS H. LEE EQUITY FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
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By: |
/s/ Mark A. Garcia |
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Name: |
Mark A. Garcia |
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Title: |
Chief Financial Officer, Funds |
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Dated: July 1, 2020
Joint Filer Information
(continued)
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Name of Joint Filer: |
Thomas H. Lee Parallel Fund VIII, L.P. |
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Address of Joint Filer: |
c/o Thomas H. Lee Partners, L.P. |
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100 Federal Street, 35th Floor |
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Boston, MA 02110 |
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Relationship of Joint Filer to Issuer: |
10% Owner |
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Director |
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Issuer Name and Ticker or Trading Symbol: |
Dun & Bradstreet Holdings, Inc. [DNB] |
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Date of Event Requiring |
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Statement (Month/Day/Year): |
July 1, 2020 |
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Designated Filer: |
Thomas H. Lee Advisors, LLC |
Signature:
THOMAS H. LEE PARALLEL FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
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By: |
/s/ Mark A. Garcia |
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Name: |
Mark A. Garcia |
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Title: |
Chief Financial Officer, Funds |
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Dated: July 1, 2020
Joint Filer Information
(continued)
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Name of Joint Filer: |
THL Fund VIII Coinvestment Partners, L.P. |
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Address of Joint Filer: |
c/o Thomas H. Lee Partners, L.P. |
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100 Federal Street, 35th Floor |
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Boston, MA 02110 |
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Relationship of Joint Filer to Issuer: |
10% Owner |
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Director |
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Issuer Name and Ticker or Trading Symbol: |
Dun & Bradstreet Holdings, Inc. [DNB] |
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Date of Event Requiring |
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Statement (Month/Day/Year): |
July 1, 2020 |
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Designated Filer: |
Thomas H. Lee Advisors, LLC |
Signature:
THL FUND VIII COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
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By: |
/s/ Mark A. Garcia |
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Name: |
Mark A. Garcia |
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Title: |
Chief Financial Officer, Funds |
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Dated: July 1, 2020
Joint Filer Information
(continued)
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Name of Joint Filer: |
THL Executive Fund VIII, L.P. |
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Address of Joint Filer: |
c/o Thomas H. Lee Partners, L.P. |
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100 Federal Street, 35th Floor |
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Boston, MA 02110 |
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Relationship of Joint Filer to Issuer: |
10% Owner |
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Director |
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Issuer Name and Ticker or Trading Symbol: |
Dun & Bradstreet Holdings, Inc. [DNB] |
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Date of Event Requiring |
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Statement (Month/Day/Year): |
July 1, 2020 |
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Designated Filer: |
Thomas H. Lee Advisors, LLC |
Signature:
THL EXECUTIVE FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
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By: |
/s/ Mark A. Garcia |
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Name: |
Mark A. Garcia |
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Title: |
Chief Financial Officer, Funds |
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Dated: July 1, 2020
Joint Filer Information
(continued)
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Name of Joint Filer: |
THL Equity Fund VIII Investors (D&B), L.P. |
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Address of Joint Filer: |
c/o Thomas H. Lee Partners, L.P. |
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100 Federal Street, 35th Floor |
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Boston, MA 02110 |
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Relationship of Joint Filer to Issuer: |
10% Owner |
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Director |
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Issuer Name and Ticker or Trading Symbol: |
Dun & Bradstreet Holdings, Inc. [DNB] |
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Date of Event Requiring |
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Statement (Month/Day/Year): |
July 1, 2020 |
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Designated Filer: |
Thomas H. Lee Advisors, LLC |
Signature:
THL EQUITY FUND VIII INVESTORS (D&B), L.P.
By: THL Equity Advisors VIII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
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By: |
/s/ Mark A. Garcia |
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Name: |
Mark A. Garcia |
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Title: |
Chief Financial Officer, Funds |
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Dated: July 1, 2020
Joint Filer Information
(continued)
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Name of Joint Filer: |
THL Equity Advisors VIII, LLC |
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Address of Joint Filer: |
c/o Thomas H. Lee Partners, L.P. |
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100 Federal Street, 35th Floor |
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Boston, MA 02110 |
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Relationship of Joint Filer to Issuer: |
10% Owner |
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Director |
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Issuer Name and Ticker or Trading Symbol: |
Dun & Bradstreet Holdings, Inc. [DNB] |
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Date of Event Requiring |
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Statement (Month/Day/Year): |
July 1, 2020 |
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Designated Filer: |
Thomas H. Lee Advisors, LLC |
Signature:
THL EQUITY ADVISORS VIII, LLC
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
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By: |
/s/ Mark A. Garcia |
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Name: |
Mark A. Garcia |
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Title: |
Chief Financial Officer, Funds |
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Dated: July 1, 2020
Joint Filer Information
(continued)
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Name of Joint Filer: |
Thomas H. Lee Partners, L.P. |
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Address of Joint Filer: |
100 Federal Street, 35th Floor |
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Boston, MA 02110 |
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Relationship of Joint Filer to Issuer: |
10% Owner |
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Director |
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Issuer Name and Ticker or Trading Symbol: |
Dun & Bradstreet Holdings, Inc. [DNB] |
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Date of Earliest Transaction Required to |
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be Reported: |
July 1, 2020 |
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Designated Filer: |
Thomas H. Lee Advisors, LLC |
Signature:
THOMAS H. LEE PARTNERS, L.P.
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
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By: |
/s/ Mark A. Garcia |
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Name: |
Mark A. Garcia |
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Title: |
Chief Financial Officer, Funds |
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Dated: July 1, 2020
Joint Filer Information
(continued)
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Name of Joint Filer: |
THL Managers VIII, LLC |
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Address of Joint Filer: |
c/o Thomas H. Lee Partners, L.P. |
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100 Federal Street, 35th Floor |
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Boston, MA 02110 |
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Relationship of Joint Filer to Issuer: |
10% Owner |
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Director |
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Issuer Name and Ticker or Trading Symbol: |
Dun & Bradstreet Holdings, Inc. [DNB] |
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Date of Earliest Transaction Required to |
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be Reported: |
July 1, 2020 |
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Designated Filer: |
Thomas H. Lee Advisors, LLC |
Signature:
THL MANAGERS VIII, LLC
By: Thomas H. Lee Partners, L.P., its [Sole] [Managing] Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member
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By: |
/s/ Mark A. Garcia |
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Name: |
Mark A. Garcia |
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Title: |
Chief Financial Officer, Funds |
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Dated: July 1, 2020
Joint Filer Information
(continued)
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Name of Joint Filer: |
THL Holdco, LLC |
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Address of Joint Filer: |
c/o Thomas H. Lee Partners, L.P. |
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100 Federal Street, 35th Floor |
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Boston, MA 02110 |
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Relationship of Joint Filer to Issuer: |
10% Owner |
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Director |
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Issuer Name and Ticker or Trading Symbol: |
Dun & Bradstreet Holdings, Inc. [DNB] |
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Date of Earliest Transaction Required to |
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be Reported: |
July 1, 2020 |
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Designated Filer: |
Thomas H. Lee Advisors, LLC |
Signature:
THL HOLDCO, LLC
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By: |
/s/ Mark A. Garcia |
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Name: |
Mark A. Garcia |
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Title: |
Chief Financial Officer, Funds |
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Dated: July 1, 2020
Joint Filer Information
(continued)
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Name of Joint Filer: |
Thomas M. Hagerty |
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Address of Joint Filer: |
c/o Thomas H. Lee Partners, L.P. |
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100 Federal Street, 35th Floor |
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Boston, MA 02110 |
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Relationship of Joint Filer to Issuer: |
Director |
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Issuer Name and Ticker or Trading Symbol: |
Dun & Bradstreet Holdings, Inc. [DNB] |
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Date of Event Requiring |
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Statement (Month/Day/Year): |
July 1, 2020 |
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Designated Filer: |
Thomas H. Lee Advisors, LLC |
Signature:
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/s/ Thomas M. Hagerty |
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Thomas M. Hagerty |
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Dated: July 1, 2020
Joint Filer Information
(continued)
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Name of Joint Filer: |
Gnaneshwar B. Rao |
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Address of Joint Filer: |
c/o Thomas H. Lee Partners, L.P. |
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100 Federal Street, 35th Floor |
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Boston, MA 02110 |
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Relationship of Joint Filer to Issuer: |
Director |
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Issuer Name and Ticker or Trading Symbol: |
Dun & Bradstreet Holdings, Inc. [DNB] |
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Date of Event Requiring |
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Statement (Month/Day/Year): |
Dated: July 1, 2020 |
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Designated Filer: |
Thomas H. Lee Advisors, LLC |
Signature:
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/s/ Gnaneshwar B. Rao |
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Gnaneshwar B. Rao |
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Dated: July 1, 2020