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): |
January 7, 2022
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.) |
| |
101 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 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
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| 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.
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| | DUN & BRADSTREET HOLDINGS, INC. |
| | | |
| | By: | /s/ Bryan T. Hipsher |
| | | Bryan T. Hipsher |
| | | Chief Financial Officer |
| | | (Principal Financial Officer) |
| | | |
| Date: | January 7, 2022 | | |
