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): |
November 18, 2020
Dun & Bradstreet Holdings, Inc.
(Exact name of registrant as specified in its charter)
Commission file number 1-39361
Delaware | 83-2008699 | ||||
(State of incorporation) | (I.R.S. Employer Identification No.) | ||||
103 JFK Parkway
Short Hills, NJ 07078
(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:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||||||
Common Stock, $0.0001 par value | DNB | New York Stock Exchange |
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 1.01. Entry into a Material Definitive Agreement
Credit Facility Amendment
On November 18, 2020, The Dun & Bradstreet Corporation (the “D&B Corporation”), an indirect subsidiary of Dun & Bradstreet Holdings, Inc. (the “Company”), entered into an Amendment No. 3 (the “Third Amendment”) to its credit agreement, dated February 8, 2019 (the “Credit Agreement”), by and among D&B Corporation, Star Intermediate III, LLC (“Star Intermediate III”), an indirect subsidiary of the Company and the holding company of the D&B Corporation, the other subsidiaries of the D&B Corporation party thereto as guarantors, the institutions party thereto as lenders and Bank of America, N.A. as Administrative Agent.
The Third Amendment establishes Incremental Term Loans (the “Incremental Term Loans”) in an aggregate principle amount of $300 million. The proceeds of the Incremental Term Loans are expected to be used to finance a portion of the purchase price for the previously announced acquisition of the outstanding shares of Bisnode Business Information Group AB by Dun & Bradstreet Holdings B.V., a subsidiary of the Company. The Incremental Term Loans have the same terms as the existing term loans. The acquisition is subject to regulatory and other conditions.
The foregoing description of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 | |||||
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/ Joe A. Reinhardt, III | ||||||||||
Joe A. Reinhardt, III | |||||||||||
Date: | November 19, 2020 | Chief Legal Officer |