April 7, 2020
Anthony M. Jabbour
Chief Executive Officer
Dun & Bradstreet Holdings, Inc.
103 John F. Kennedy Parkway
Short Hills, New Jersey 07078
Re: Dun & Bradstreet Holdings, Inc.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted on March 25, 2020
CIK No. 0001799208
Dear Mr. Jabbour :
We have reviewed your amended draft registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1
Non-GAAP Financial Measures, page 17
1. We reviewed your response to comment one. We believe that adjustments
intended to
eliminate the impact of purchase accounting result in non-GAAP measures
based on
individually tailored recognition and measurement methods. Therefore,
please revise
future filings to remove the deferred revenue purchase accounting
adjustment from your
non-GAAP measures. Refer to Question 100.04 of the non-GAAP C&DIs and
Rule
100(b) of Regulation G.
2. Please expand your disclosures to clarify why your non-GAAP measures,
that exclude
amortization of intangible assets, are useful to investors in light of
the fact that the related
intangible assets appear to be directly related to the generation of
revenue.
Anthony M. Jabbour
Dun & Bradstreet Holdings, Inc.
April 7, 2020
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 69
3. Please tell your consideration of discussing results of operations and
financial condition
set forth in the audited financial statements supplemented by a
discussion based upon
fiscal 2019 and 2018 pro forma financial information giving effect to
the Take-Private
Transaction on January 1, 2018. Please note that supplemental
discussions based
on Article 11 of Regulation S-X pro forma financial information should
not be presented
with greater prominence than the discussion of the historical
financial statements required
by Item 303 of Regulation S-K.
Business, page 102
4. We note your response to comment 11 and we reissue the comment in
part. Please also
quantify, to the extent possible, the percentage of your client
contracts that are fixed price
subscription contracts versus per-item priced contracts or tell us
where you have disclosed
this information.
5. We note your response to comment 12. Please revise your disclosure to
state how you
define strategic clients, and disclose the percentage of your clients
that are strategic
clients.
6. We note in response to comment 14 you have revised your disclosure to
state that in your
North American segment, 2% of your contracts are multi-year contracts.
Given the small
percentage that are multi-year contracts, please tell us why you
believe the percentage
increase in such contracts is appropriate to highlight in the summary.
Please also tell us
why you believe that the current level of multi-year subscription
contracts results in a
"high degree of revenue visibility" as you note elsewhere in the
prospectus.
You may contact Adam Phippen at 202-551-3336 or Ta Tanisha Meadows at
202-551-
3322 if you have questions regarding comments on the financial statements and
related
matters. Please contact Jennifer L pez at 202-5551-3792 or Erin Jaskot at
202-551-3442 with
any other questions.
FirstName LastNameAnthony M. Jabbour Sincerely,
Comapany NameDun & Bradstreet Holdings, Inc.
Division of
Corporation Finance
April 7, 2020 Page 2 Office of Trade
& Services
FirstName LastName