| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Dun & Bradstreet Holdings, Inc. [ DNB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/07/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 08/07/2023 | S | 13,657,926(4) | D | $11.115 | 35,921,845(5) | I | See Footnotes(1)(2)(3) | ||
| Class A Common Stock | 29,105(6)(8) | D | ||||||||
| Class A Common Stock | 29,105(7)(8) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | 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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| 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). |
| 7. See Exhibit 99.1 for text of footnote (7). |
| 8. See Exhibit 99.1 for text of footnote (8). |
| Remarks: |
| Exhibit 99.1 (Form 4 Footnotes) and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the second of two Form 4s filed relating to the same event. The Form 4 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 4 to a maximum of 10 Reporting Persons. Each Form 4 is filed by Designated Filer, Thomas H. Lee Advisors, LLC. |
| ** See Exhibit 99.2 for Signatures | 08/09/2023 | |
| ** 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 4 (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. | ||
Exhibit 99.1
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Name and Address of Reporting Person:
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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 02210
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Issuer Name and Ticker or Trading Symbol:
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Dun & Bradstreet Holdings, Inc. [DNB]
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Date of Earliest Transaction Required to
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be Reported (Month/Day/Year):
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August 7, 2023
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Footnotes to Form 4
(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 4 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 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, as amended (“Section 16”), the THL Funds may be deemed directors by deputization.
(3) Each of the Reporting Persons disclaims beneficial ownership of all shares of the Issuer for the purposes of Section 16 or for any other purpose, except to the extent of such Reporting Person’s pecuniary interest therein.
(4) Represents shares of Common Stock held directly and sold by the following entities: 3,136,529 shares by THL Equity VIII; 5,711,211 shares
by Parallel Fund VIII; 372,754 shares by Coinvestment VIII; 239,464 shares by Executive Fund VIII; and 4,197,968 by Equity Fund VIII (D&B).
(5) Represents shares of Common Stock of the Issuer directly held by the following entities following the transaction: 9,219,160 shares held by THL Equity VIII; 16,786,894
shares held by Parallel Fund VIII; 1,095,632 shares held by Coinvestment VIII; 703,853 shares held by Executive Fund VIII; and 8,116,306
shares held by Equity Fund VIII (D&B).
(6) Represents restricted common stock previously granted by the Issuer to Mr. Hagerty.
(7) Represents restricted common stock previously granted by the Issuer to Mr. Rao.
(8) Pursuant to the operative agreements among certain of the THL Funds, any securities issued to persons serving as directors of portfolio companies of the THL Funds, such as the Issuer, are held for the benefit of the THL Funds.
Exhibit 99.2
Joint Filer Information
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Name of Joint Filer:
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Thomas H. Lee Advisors, LLC
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Address of Joint Filer:
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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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Relationship of Joint Filer to Issuer:
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10% Owner
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Director
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Issuer Name and Ticker or Trading Symbol:
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Dun & Bradstreet Holdings, Inc. [DNB]
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Date of Earliest Transaction Required to
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be Reported (Month/Day/Year):
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August 7, 2023
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THOMAS H. LEE ADVISORS, LLC
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By:
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THL Holdco, LLC, its Managing Member |
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By:
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/s/ Michael McDonnell |
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Name:
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Michael McDonnell
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Title:
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Chief Financial Officer, Management Company
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Dated: August 9, 2023
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1
Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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Thomas H. Lee Equity Fund VIII, L.P.
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Address of Joint Filer:
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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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Relationship of Joint Filer to Issuer:
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10% Owner
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Director
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Issuer Name and Ticker or Trading Symbol:
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Dun & Bradstreet Holdings, Inc. [DNB]
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Date of Earliest Transaction Required to
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be Reported (Month/Day/Year):
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August 7, 2023
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THOMAS H. LEE EQUITY FUND VIII, L.P.
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By:
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THL Equity Advisors VIII, LLC, its General Partner
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By:
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Thomas H. Lee Partners, L.P., its Sole Member
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By:
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Thomas H. Lee Advisors, LLC, its General Partner |
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By:
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THL Holdco, LLC, its Managing Member |
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By:
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/s/ Michael McDonnell |
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Name:
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Michael McDonnell | |
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Title:
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Chief Financial Officer, Management Company | |
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Dated: August 9, 2023
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2
Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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Thomas H. Lee Parallel Fund VIII, L.P.
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Address of Joint Filer:
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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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Relationship of Joint Filer to Issuer:
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10% Owner
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Director
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Issuer Name and Ticker or Trading Symbol:
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Dun & Bradstreet Holdings, Inc. [DNB]
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Date of Earliest Transaction Required to
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be Reported (Month/Day/Year):
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August 7, 2023
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THOMAS H. LEE PARALLEL FUND VIII, L.P.
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By:
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THL Equity Advisors VIII, LLC, its General Partner
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By:
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Thomas H. Lee Partners, L.P., its Sole Member
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By:
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Thomas H. Lee Advisors, LLC, its General Partner
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By:
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THL Holdco, LLC, its Managing Member
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By:
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/s/ Michael McDonnell |
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Name:
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Michael McDonnell
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Title:
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Chief Financial Officer, Management Company
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Dated: August 9, 2023
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3
Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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THL Fund VIII Coinvestment Partners, L.P.
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Address of Joint Filer:
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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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Relationship of Joint Filer to Issuer:
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10% Owner
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Director
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Issuer Name and Ticker or Trading Symbol:
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Dun & Bradstreet Holdings, Inc. [DNB]
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Date of Earliest Transaction Required to
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be Reported (Month/Day/Year):
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August 7, 2023
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THL FUND VIII COINVESTMENT PARTNERS, L.P.
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By:
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Thomas H. Lee Partners, L.P., its General Partner
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By:
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Thomas H. Lee Advisors, LLC, its General Partner
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By:
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THL Holdco, LLC, its Managing Member
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By:
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/s/ Michael McDonnell |
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Name:
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Michael McDonnell | |
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Title:
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Chief Financial Officer, Management Company | |
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Dated: August 9, 2023
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4
Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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THL Executive Fund VIII, L.P.
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Address of Joint Filer:
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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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Relationship of Joint Filer to Issuer:
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10% Owner
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Director
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Issuer Name and Ticker or Trading Symbol:
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Dun & Bradstreet Holdings, Inc. [DNB]
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Date of Earliest Transaction Required to
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be Reported (Month/Day/Year):
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August 7, 2023
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THL EXECUTIVE FUND VIII, L.P.
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By:
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THL Equity Advisors VIII, LLC, its General Partner
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By:
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Thomas H. Lee Partners, L.P., its Sole Member
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By:
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Thomas H. Lee Advisors, LLC, its General Partner
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By:
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THL Holdco, LLC, its Managing Member
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By:
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/s/ Michael McDonnell |
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Name:
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Michael McDonnell
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Title:
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Chief Financial Officer, Management Company
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Dated: August 9, 2023
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5
Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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THL Equity Fund VIII Investors (D&B), L.P.
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Address of Joint Filer:
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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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Relationship of Joint Filer to Issuer:
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10% Owner
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Director
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Issuer Name and Ticker or Trading Symbol:
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Dun & Bradstreet Holdings, Inc. [DNB]
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Date of Earliest Transaction Required to
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be Reported (Month/Day/Year):
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August 7, 2023
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THL EQUITY FUND VIII INVESTORS (D&B), L.P.
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By:
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THL Equity Advisors VIII, LLC, its General Partner
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By:
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Thomas H. Lee Partners, L.P., its Sole Member
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By:
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Thomas H. Lee Advisors, LLC, its General Partner
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By:
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THL Holdco, LLC, its Managing Member
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By:
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/s/ Michael McDonnell |
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Name:
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Michael McDonnell
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Title:
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Chief Financial Officer, Management Company
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Dated: August 9, 2023
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6
Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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THL Equity Advisors VIII, LLC
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Address of Joint Filer:
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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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Relationship of Joint Filer to Issuer:
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10% Owner
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Director
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Issuer Name and Ticker or Trading Symbol:
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Dun & Bradstreet Holdings, Inc. [DNB]
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Date of Earliest Transaction Required to
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be Reported (Month/Day/Year):
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August 7, 2023
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THL EQUITY ADVISORS VIII, LLC
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By:
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Thomas H. Lee Partners, L.P., its Sole Member
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By:
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Thomas H. Lee Advisors, LLC, its General Partner
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By:
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THL Holdco, LLC, its Managing Member
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By:
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/s/ Michael McDonnell |
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Name:
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Michael McDonnell
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Title:
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Chief Financial Officer, Management Company
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Dated: August 9, 2023
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7
Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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Thomas H. Lee Partners, L.P.
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Address of Joint Filer:
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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:
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10% Owner
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Director
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Issuer Name and Ticker or Trading Symbol:
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Dun & Bradstreet Holdings, Inc. [DNB]
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Date of Earliest Transaction Required to
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be Reported (Month/Day/Year):
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August 7, 2023
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THOMAS H. LEE PARTNERS, L.P.
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By:
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Thomas H. Lee Advisors, LLC, its General Partner
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By:
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THL Holdco, LLC, its Managing Member
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By:
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/s/ Michael McDonnell |
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Name:
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Michael McDonnell | |
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Title:
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Chief Financial Officer, Management Company | |
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Dated: August 9, 2023
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8
Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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THL Managers VIII, LLC
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Address of Joint Filer:
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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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Relationship of Joint Filer to Issuer:
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10% Owner
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Director
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Issuer Name and Ticker or Trading Symbol:
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Dun & Bradstreet Holdings, Inc. [DNB]
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Date of Earliest Transaction Required to
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be Reported (Month/Day/Year):
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August 7, 2023
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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THL MANAGERS VIII, LLC
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By:
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Thomas H. Lee Partners, L.P., its Managing Member
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By:
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Thomas H. Lee Advisors, LLC, its General Partner
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By:
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THL Holdco, LLC, its Managing Member
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By:
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/s/ Michael McDonnell |
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Name:
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Michael McDonnell | |
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Title:
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Chief Financial Officer, Management Company | |
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Dated: August 9, 2023
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9
Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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THL Holdco, LLC
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Address of Joint Filer:
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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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Relationship of Joint Filer to Issuer:
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10% Owner
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Director
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Issuer Name and Ticker or Trading Symbol:
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Dun & Bradstreet Holdings, Inc. [DNB]
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Date of Earliest Transaction Required to
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be Reported (Month/Day/Year):
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August 7, 2023
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
THL HOLDCO, LLC
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By:
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/s/ Michael McDonnell |
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Name:
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Michael McDonnell | |
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Title:
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Chief Financial Officer, Management Company | |
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Dated: August 9, 2023
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10
Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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Thomas M. Hagerty
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Address of Joint Filer:
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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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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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Dun & Bradstreet Holdings, Inc. [DNB]
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Date of Earliest Transaction Required to
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be Reported (Month/Day/Year):
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August 7, 2023
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
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/s/ Thomas M. Hagerty
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Thomas M. Hagerty
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Dated: August 9, 2023
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11
Exhibit 99.2
Joint Filer Information
(continued)
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Name of Joint Filer:
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Gnaneshwar B. Rao
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Address of Joint Filer:
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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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Relationship of Joint Filer to Issuer:
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Director
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Issuer Name and Ticker or Trading Symbol:
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Dun & Bradstreet Holdings, Inc. [DNB]
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Date of Earliest Transaction Required to
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August 7, 2023
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be Reported (Month/Day/Year):
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Designated Filer:
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Thomas H. Lee Advisors, LLC
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Signature:
| /s/ Gnaneshwar B. Rao | ||
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Gnaneshwar B. Rao
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Dated: August 9, 2023
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12