UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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| Item 7.01 | Regulation FD Disclosure |
On October 7, 2020, Dun & Bradstreet Holdings, Inc. (the “Company”) issued a press release announcing that its subsidiary, Dun & Bradstreet Holdings B.V., had entered into a definitive agreement to purchase the outstanding shares of Bisnode Business Information Group AB, a leading European data and analytics firm and long-standing member of the Dun & Bradstreet Worldwide Network, for an estimated purchase price upon closing of 7.2 billion SEK or approximately $818 million USD. The transaction is expected to close in January 2021, subject to required regulatory approvals and customary closing conditions. The Company also posted an investor presentation announcing the transaction to its website at www.dnb.com. Copies of the press release issued by the Company and the investor presentation announcing the transaction are attached as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
See Exhibit Index
Exhibit Index
| 99.1 | Press release dated as of October 7, 2020. |
| 99.2 | Investor presentation dated as of October 8, 2020. |
| 104 | Cover Page Interactive Date File (embedded with the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| DUN & BRADSTREET HOLDINGS, INC. | |
| Date: October 8, 2020 | |
| /s/ Joe A. Reinhardt, III | |
| Joe A. Reinhardt, III | |
| Chief Legal Officer | |
Exhibit 99.1
DUN & BRADSTREET ENTERS INTO AGREEMENT TO ACQUIRE BISNODE, A LEADING EUROPEAN DATA & ANALYTICS BUSINESS
Short Hills, NJ, October 7, 2020: Dun & Bradstreet Holdings, Inc. (“Dun & Bradstreet” or the “Company”) (NYSE:DNB), a leading global provider of business decisioning data and analytics, through its subsidiary Dun & Bradstreet Holdings BV (“Bisnode”), today announced that it has entered into a definitive agreement to purchase the outstanding shares of Bisnode Business Information Group AB, a leading European data and analytics firm and long-standing member of the Dun & Bradstreet Worldwide Network. The estimated purchase price upon closing is 7.2B SEK or approximately $818 million USD. The transaction is expected to close in January 2021, subject to required regulatory approvals and customary closing conditions.
“We are pleased to bring Bisnode into the Dun & Bradstreet family following a nearly two-decade strategic alliance,” said Anthony Jabbour, Chief Executive Officer at Dun & Bradstreet. “The powerful combination of our data, analytics and innovative solutions, paired with Bisnode’s deep client relationships and expertise in European markets will provide our existing and future clients with vital business intelligence to support their own growth ambitions. We look forward to welcoming the Bisnode team to Dun & Bradstreet and to working together to grow the global business.”
As Dun & Bradstreet unites the two complementary organizations after a successful 17-year alliance, it builds on the strong foundations of the relationship to deliver numerous strategic benefits that align to the Company’s previously stated growth objectives:
| · | The acquisition positions Dun & Bradstreet to rapidly expand across the Scandinavian, DACH (Germany, Austria and Switzerland) and central European countries. |
| · | Upon transaction close, Dun & Bradstreet will add over 110,000 Bisnode customers to its client base, ranging from small businesses to large enterprises, including having direct access to nearly 50 Global 500 companies headquartered in Bisnode territories. |
| · | The deal provides direct access to Bisnode’s 33 million records from 550+ sources throughout Europe, contributing to the scale, depth, diversity and accuracy of the Company’s constantly expanding Data Cloud that contains comprehensive information on more than 360 million total businesses. |
| · | Upon transaction close, the Company plans to rapidly introduce its modern Finance & Risk and Sales & Marketing solutions at scale to clients across Europe, providing vital business intelligence to help them compete, thrive and grow. |
| · | With deep industry roots, a long-established alliance and local European expertise, the Dun & Bradstreet and Bisnode teams are well-positioned to realize operational efficiencies and hit the ground running upon transaction close. |
“Integrating our two leading organizations provides significant opportunity to deliver a broader product set to a substantially larger global client base. As the international business community becomes increasingly data-driven, we look forward to combining our teams to unlock further potential, drive innovation and deliver solutions that are tuned to client and market needs,” said Neeraj Sahai, President of Dun & Bradstreet International.
Upon the close of the transaction and to further support its growth agenda, Dun & Bradstreet will establish an International Strategic Advisory Board which will be led by Sahai with inclusion of Jonas Wiström, Chief Executive Officer for Ratos AB.
"Over the past years, Bisnode has undergone a successful development where the focus has been on stability and profitability. Future growth aimed at taking a leading position requires that Bisnode participate in the consolidation that is taking place in the increasingly global market for data and analytics. We are convinced that Dun & Bradstreet is the best possible partner to lead this consolidation. The combined strengths of our assets and capabilities will greatly serve our respective clients, increase competitiveness and position Dun & Bradstreet/Bisnode for long-term growth. I look forward to joining the Dun & Bradstreet International Strategic Advisory Board,” said Wiström.
Upon the close of the transaction, it is expected that 75% of the consideration would be paid in cash and 25% of the consideration would be paid in newly issued shares of common stock of the Company in a private placement.
Conference Call and Webcast Information
Dun & Bradstreet will host a conference call on October 8, 2020 at 8:30 a.m. ET to review the details of the transaction. The conference call can be accessed live over the phone by dialing 877-407-9208, or for international callers 201-493-6784. A replay will be available from 11:30 a.m. ET on October 8, 2020, through October 15, 2020, by dialing 844-512-2921, or for international callers 412-317-6671. The replay passcode will be 13711527.
The call will also be webcast live from Dun & Bradstreet’s Investor Relations website at https://investor.dnb.com. Following the completion of the call, a recorded replay of the webcast will be available on the website.
About Dun & Bradstreet
Dun & Bradstreet, a leading global provider of business decisioning data and analytics, enables companies around the world to improve their business performance. Dun & Bradstreet’s Data Cloud fuels solutions and delivers insights that empower customers to accelerate revenue, lower cost, mitigate risk, and transform their businesses. Since 1841, companies of every size have relied on Dun & Bradstreet to help them manage risk and reveal opportunity.
About Bisnode
Bisnode is a leading European provider of data and analytics specializing in customizing credit, business and market information that makes it easier for businesses to make smart decisions. Headquartered in Stockholm, Sweden, and employing about 2,000 people, Bisnode is the largest strategic alliance of Dun & Bradstreet, covering the Scandinavian, DACH and central Europe regions.
Forward-Looking Statements
This press release contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding expectations, hopes, intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on Dun & Bradstreet management's beliefs, as well as assumptions made by, and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. Dun & Bradstreet undertakes no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties that forward-looking statements are subject to include, but are not limited to: (i) our ability to consummate the acquisition of Bisnode, including receipt of regulatory approvals and satisfaction of any other conditions to closing; (ii) an outbreak of disease, global or localized health pandemic or epidemic, or the fear of such an event (such as the COVID-19 global pandemic), including the global economic uncertainty and measures taken in response; (iii) the short- and long-term effects of the COVID-19 global pandemic, including the pace of recovery or any future resurgence; (iv) our ability to implement and execute our strategic plans to transform the business; (v) our ability to develop or sell solutions in a timely manner or maintain client relationships; (vi) competition for our solutions; (vii) harm to our brand and reputation; (viii) unfavorable global economic conditions; (ix) risks associated with operating and expanding internationally; (x) failure to prevent cybersecurity incidents or the perception that confidential information is not secure; (xi) failure in the integrity of our data or systems; (xii) system failures and/or personnel disruptions, which could delay the delivery of our solutions to our clients; (xiii) loss of access to data sources; (xiv) failure of our software vendors and network and cloud providers to perform as expected or if our relationship is terminated; (xv) loss or diminution of one or more of our key clients, business partners or government contracts; (xvi) dependence on strategic alliances, joint ventures and acquisitions to grow our business; (xvii) our ability to protect our intellectual property adequately or cost-effectively; (xviii) claims for intellectual property infringement; (xix) interruptions, delays or outages to subscription or payment processing platforms; (xx) risks related to acquiring and integrating businesses and divestitures of existing businesses; (xxi) our ability to retain members of the senior leadership team and attract and retain skilled employees; (xxii) compliance with governmental laws and regulations; (xxiii) risks associated with our structure and status as a "controlled company;" and (xxix) the other factors described under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Cautionary Note Regarding Forward-Looking Statements” and other sections of our final prospectus dated June 30, 2020 and filed with the Securities and Exchange Commission on July 2, 2020, in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 and the Company’s subsequent filings with the Securities and Exchange Commission.
For more information, contact:
Investor Contact:
Debra McCann
973-921-6008
IR@dnb.com
Media Contacts:
Louise Cavanagh
+44 (20) 71495051
cavanaghl@dnb.com
Lisette Kwong
+1 (973) 382-6335
kwongl@dnb.com
Exhibit 99.2
1 DUN & BRADSTREET ACQUISITION OF BISNODE OCTOBER 8, 2020
2 Disclaimer Disclaimer Forward - looking Statements : This presentation contains forward - looking statements that involve a number of risks and uncertainties. Statements that are not historical facts, including statements regarding expectations, hopes, intentions or strategies regarding the future are forward - looking statements. Forward - looking statements ar e based on Dun & Bradstreet Holdings, Inc.’s (“Dun & Bradstreet” or “D&B”) management's beliefs, as well as assumptions made by, and information currently available to, t hem . Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materiall y f rom those projected. Dun & Bradstreet undertakes no obligation to update any forward - looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties that forward - looking statements are subject to include, but are not limited to: ( i ) our ability to consummate the acquisition of Bisnode Business Information Group AB (“ Bisnode ”), including receipt of regulatory approvals and satisfaction of any other conditions to closing; (ii) an outbreak of disease, global or localized he alth pandemic or epidemic, or the fear of such an event (such as the COVID - 19 global pandemic), including the global economic uncertainty and measures taken in response; (iii) th e short - and long - term effects of the COVID - 19 global pandemic, including the pace of recovery or any future resurgence; (iv) our ability to implement and execute our strategic plans to transform the business; (v) our ability to develop or sell solutions in a timely manner or maintain client relationships; (vi) competition for our so lut ions; (vii) harm to our brand and reputation; (viii) unfavorable global economic conditions; (ix) risks associated with operating and expanding internationally; (x) failure to pr eve nt cybersecurity incidents or the perception that confidential information is not secure; (xi) failure in the integrity of our data or systems; (xii) system failures and/or pe rso nnel disruptions, which could delay the delivery of our solutions to our clients; (xiii) loss of access to data sources; (xiv) failure of our software vendors and network and cloud pro viders to perform as expected or if our relationship is terminated; (xv) loss or diminution of one or more of our key clients, business partners or government contracts; (xvi) de pen dence on strategic alliances, joint ventures and acquisitions to grow our business; (xvii) our ability to protect our intellectual property adequately or cost - effectively; (xvii i) claims for intellectual property infringement; (xix) interruptions, delays or outages to subscription or payment processing platforms; (xx) risks related to acquiring and integra tin g businesses and divestitures of existing businesses; (xxi) our ability to retain members of the senior leadership team and attract and retain skilled employees; (xxii ) c ompliance with governmental laws and regulations; (xxiii) risks associated with our structure and status as a "controlled company;" and (xxix) the other factors d esc ribed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Cautionary Note Regarding Forward - Look ing Statements” and other sections of our final prospectus dated June 30, 2020 and filed with the Securities and Exchange Commission on July 2, 2020, in the Compan y’s Quarterly Report on Form 10 - Q for the quarter ended June 30, 2020 and the Company’s subsequent filings with the Securities and Exchange Commission. Non - GAAP Financial Measures: The Presentation also includes certain financial information that is not presented in accordance with Generally Accepted Acco unt ing Principles (“GAAP”), including, but not limited to, EBITDA, Adjusted EBITDA, and certain ratios and other metrics derived therefrom. These non - GAAP financial measures a re not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing the Company’s financial res ult s. Further, it is important to note that non - GAAP financial measures should not be considered in isolation and may be considered in addition to GAAP financial information bu t should not be used as substitutes for the corresponding GAAP measures. It is also important to note that EBITDA, Adjusted EBITDA for specified fiscal periods have been ca lculated in accordance with the definitions thereof as set out in our public disclosures and are not projections of anticipated results but rather reflect permitted adju stm ents. You should be aware that Dun & Bradstreet’s presentation of these and other non - GAAP financial measures in this Presentation may not be comparable to similarly - titled measu res used by other companies. Other Disclaimers: All amounts in this Presentation are in USD unless otherwise stated. All trademarks and logos depicted in this Presentation a re the property of their respective owners and are displayed solely for purposes of illustration.
TRANSACTION OVERVIEW Anthony Jabbour Chief Executive Officer
4 Approximately 110,000 clients ranging from governmental agencies to small and mid - sized companies as well as global corporations. The customers are active within banking and finance, real estate, insurance and manufacturing Dun & Bradstreet to acquire Bisnode , delivering on growth strategy to expand its international presence Transaction Overview Long - standing Worldwide Network Partner; approximately 33% of their current revenues are from Dun & Bradstreet solutions Headquartered in Sweden with operations throughout Europe including Germany, Switzerland, Sweden and other Nordic and central European countries Direct access to high quality data assets including records on 33 million companies from 550+ sources Approximately 2,000 full time employees as of June 2020 Bisnode is a leading European data and analytics provider with strong competitive position across the continent
5 Bisnode acquisition builds on 17 - year alliance to deliver strategic benefits to Dun & Bradstreet Transaction Overview Globalize and leverage Dun & Bradstreet solutions Dun & Bradstreet solutions currently represent approximately one - third of Bisnode revenues and are growing faster than the overall company average Rapidly expand Dun & Bradstreet offerings (Finance Analytics, D&B Hoovers, Data Blocks, Optimizer) across all markets including migrating existing customers off legacy solutions and securing new prospects Expand Global 500 relationships Expands Dun & Bradstreet’s footprint across Global 500 companies, having direct access to nearly 50 Global 500 companies headquartered in Bisnode territories Broaden client base and increase market penetration Adds over 110,000 clients, including many small and medium - sized business, across Europe and provides access to additional local data and in - market knowledge and expertise to strengthen Dun & Bradstreet’s competitive position Rationalize legacy product portfolio and infrastructure Operational efficiencies from sunsetting legacy, redundant solutions and platforms – migrating to modern, more rapidly growing solutions Leverage Dun & Bradstreet’s existing data supply chain capabilities and technology to more efficiently source and curate data Leverage global resources to make all functions more efficient
6 Expands Dun & Bradstreet’s access to Global 500 companies Transaction Overview Retail, Communication, Tech Financial services Energy, Chemical Pharmaceutical Global 500 Companies within Bisnode markets Transportation and Manufacturing
TRANSACTION DETAILS Bryan Hipsher Chief Financial Officer
8 Financing, reporting and timing Transaction Details Acquisition price will be 7.2B SEK, or ~$818M 1 75% of the consideration will be be paid in cash and 25% of the consideration will be paid in newly issued shares of common stock of the Company in a private placement Cash portion funded through cash on hand and debt financing Expected to maintain net leverage in the range of low to mid 4x Bisnode currently has annual Revenue of ~$400 million 1&2 , Net Income ~$28 million 1&2 and Adjusted EBITDA of ~$70 million 1&2 Accretive in 2021 excluding purchase price amortization and one - time integration costs Will be reported as part of Dun & Bradstreet’s International segment Acquisition subject to certain customary regulatory approvals Transaction expected to close by early 2021 1 - Assumes USD/SEK rate of 8.8 2 – 2019 Actuals excluding estimated impact of Belgium carve out of approximately $26M in Revenues and $2M in EBITDA; Non - GAAP r econciliation can be found in Appendix
9 Conclusion Conclusion • Allocation of capital into high - return, synergistic business • Efficient funding expected to maintain net leverage in the range of low to mid 4x • Accretive in 2021 excluding purchase price amortization and one - time integration costs • Acquisition supports Dun & Bradstreet’s growth strategy to expand its international presence • Secures direct ownership across 18 strategic territories in Europe • Expands reach among Global 500 and small and medium - sized businesses • Provides opportunities for scale by leveraging existing Dun & Bradstreet product portfolio, data supply chain and technology infrastructure
10 Q&A Session Q&A Session Bryan Hipsher Chief Financial Officer Anthony Jabbour Chief Executive Officer
11 Contact Information Website: https://investor.dnb.com Email: IR@dnb.com Contact information
APPENDIX
13 Appendix Non - GAAP Reconciliation SEK in Millions USD in Millions (1) Net Income for the year ended December 31, 2019 248.2 28.2 Add: Depreciation and amortization (2) 162.6 18.5 Interest expense (3) 39.2 4.5 Income tax expense 95.4 10.8 EBITDA (4) 545.4 62.0 Other non-operating expenses 81.5 9.3 Adjusted EBITDA (4) 626.9 71.3 (1) Assumes USD/SEK rate of 8.8 (2) Below table reconciles as reported IFRS EBITDA to adjusted EBITDA for US GAAP Depreciation and Amortization as reported 256.0 IFRS 16 amortization per Bisnode's 2019 annual report (93.4) Adjusted depreciation and amortization 162.6 (3) Source of data is from Note 13 and 14 of Bisnode's 2019 annual report (4) Includes approximately $2M USD from Belgian operations which will be carved out