UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (date of earliest event reported): | |||||
(Exact name of registrant as specified in its charter)
Commission file number 1-39361
| (State of incorporation) | (I.R.S. Employer Identification No.) | ||||
(Address of principal executive offices)
(973 ) 921-5500
Registrant’s telephone number, including area code
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The disclosure set forth in Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events
On January 7, 2022, Dun & Bradstreet Holdings, Inc. issued a press release announcing that its indirect wholly owned subsidiary, The Dun & Bradstreet Corporation (the “D&B”), delivered a conditional notice of redemption to holders of its 6.875% senior first lien notes due 2026 (the “Existing Notes”), pursuant to the terms of the indenture governing the Existing Notes, to redeem in full the Existing Notes (the “Redemption”). The Redemption will be conditioned upon, among other requirements, the funding of an incremental term loan facility to be entered into by D&B which shall, if funded, result in aggregate gross proceeds to D&B of at least $460.0 million. There can be no assurances as to when and if such conditions will be satisfied and D&B may waive the conditions at its discretion.
A copy of the press release announcing the Redemption is attached to this report as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
| Exhibit 99.1 | |||||
| Exhibit 104 | Cover Page Interactive Data File (embedded within 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 thereunto duly authorized.
| DUN & BRADSTREET HOLDINGS, INC. | |||||||||||
| By: | /s/ Bryan T. Hipsher | ||||||||||
| Bryan T. Hipsher | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer) | |||||||||||
| Date: | January 7, 2022 | ||||||||||
DUN & BRADSTREET ANNOUNCES CONDITIONAL NOTICE OF REDEMPTION FOR EXISTING SENIOR SECURED NOTES
Jacksonville, FL – January 7, 2022: Dun & Bradstreet Holdings, Inc. (NYSE: DNB), a leading global provider of business decisioning data and analytics, announced today that its indirect wholly owned subsidiary, The Dun & Bradstreet Corporation (“D&B”), has delivered a conditional notice of redemption to holders of its 6.875% senior first lien notes due 2026 (the “Existing Notes”), pursuant to the terms of the indenture governing the Existing Notes, to redeem in full the Existing Notes (the “Redemption”). The Redemption will be conditioned upon, among other requirements, the funding of an incremental term loan facility to be entered into by D&B which shall, if funded, result in aggregate gross proceeds to D&B of at least $460.0 million. There can be no assurances as to when and if such conditions will be satisfied and D&B may waive the conditions at its discretion.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Nothing in this press release should be construed as a notice to redeem any Existing Notes. Any such notice will be made separately pursuant to and in accordance with the terms of the Indenture governing the Existing Notes.
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.
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: an outbreak of disease, global or localized health pandemic or epidemic, or the fear of such an event (such as the coronavirus (“COVID-19”) global pandemic), including the global economic uncertainty and measures taken in response; the short- and long-term effects of the COVID-19 global pandemic, including the pace of recovery or any future resurgence; our ability to implement and execute our strategic plans to transform the business; our ability to develop or sell solutions in a timely manner or maintain client relationships; competition for our solutions; harm to our brand and reputation; unfavorable global economic conditions; risks associated with operating and expanding internationally; failure to prevent cybersecurity incidents or the perception that confidential information is not secure; failure in the integrity of our data or systems; system failures and personnel disruptions, which could delay the delivery of our solutions to our clients; loss of access to data sources or the ability to transfer data across the data sources in the markets in which we operate; failure of our software vendors and network and cloud providers to perform as expected or if our relationship is terminated; loss or diminution of one or more of our key clients, business partners or government contracts; dependence on strategic alliances, joint ventures and acquisitions to grow our business; our ability to protect our intellectual property adequately or cost-effectively; claims for intellectual property infringement; interruptions, delays or outages to subscription or payment processing platforms; risks related to acquiring and integrating businesses and divestitures of existing businesses; our ability to retain members of the senior leadership team and attract and retain skilled employees; compliance with governmental laws and regulations; risks related to the voting letter agreement entered into in connection with the initial public offering and registration and other rights held by certain of our largest shareholders; risks related to D&B’s ability to complete the Redemption on favorable terms, if at all, and the other factors described in our Annual Report on Form 10-K for the year ended December 31, 2020 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
For more information, contact:
Investor Contact:
Debra McCann
973-921-6008
IR@dnb.com
Debra McCann
973-921-6008
IR@dnb.com
Media Contact:
Lisette Kwong
973-921-6263
KwongL@dnb.com
Lisette Kwong
973-921-6263
KwongL@dnb.com