0000899243-22-006837.txt : 20220217 0000899243-22-006837.hdr.sgml : 20220217 20220217175409 ACCESSION NUMBER: 0000899243-22-006837 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20220215 FILED AS OF DATE: 20220217 DATE AS OF CHANGE: 20220217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HAGERTY THOMAS M CENTRAL INDEX KEY: 0001058835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39361 FILM NUMBER: 22649805 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35 FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: THOMAS H. LEE ADVISORS, LLC CENTRAL INDEX KEY: 0001260943 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39361 FILM NUMBER: 22649806 BUSINESS ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6172271050 MAIL ADDRESS: STREET 1: C/O THOMAS H. LEE PARTNERS, L.P. STREET 2: 100 FEDERAL STREET, 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 FORMER NAME: FORMER CONFORMED NAME: LEE THOMAS H ADVISORS LLC DATE OF NAME CHANGE: 20030822 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rao Gnaneshwar B. CENTRAL INDEX KEY: 0001450650 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39361 FILM NUMBER: 22649804 MAIL ADDRESS: STREET 1: 100 FEDERAL STREET STREET 2: 35TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Dun & Bradstreet Holdings, Inc. CENTRAL INDEX KEY: 0001799208 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5335 GATE PARKWAY CITY: JACKSONVILLE STATE: FL ZIP: 32256 BUSINESS PHONE: (904)648-6350 MAIL ADDRESS: STREET 1: 5335 GATE PARKWAY CITY: JACKSONVILLE STATE: FL ZIP: 32256 FORMER COMPANY: FORMER CONFORMED NAME: Star Intermediate I, Inc. DATE OF NAME CHANGE: 20200108 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-02-15 0 0001799208 Dun & Bradstreet Holdings, Inc. DNB 0001260943 THOMAS H. LEE ADVISORS, LLC C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 1 0 0001058835 HAGERTY THOMAS M C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 0 0 0001450650 Rao Gnaneshwar B. C/O THOMAS H. LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON MA 02110 1 0 0 0 Class A Common Stock 2022-02-15 4 J 0 9515754 19.8848 A 57867617 I See Footnotes See Exhibit 99.1 for text of footnote (1). See Exhibit 99.1 for text of footnote (2). See Exhibit 99.1 for text of footnote (3). See Exhibit 99.1 for text of footnote (4). See Exhibit 99.1 for text of footnote (5). 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 Forms 4 being 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 will be filed by Designated Filer Thomas H. Lee Advisors, LLC. See Exhibit 99.2 for Signatures 2022-02-17 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT 
                                                                   Exhibit 99.1

Name and Address of Reporting Person:     Thomas H. Lee Advisors, LLC
                                          c/o Thomas H. Lee Partners, L.P.
                                          100 Federal Street, 35th Floor
                                          Boston, MA 02210

Issuer Name and Ticker or Trading
Symbol:                                   Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction Required
to be Reported (Month/Day/Year):          February 17, 2022


                             Footnotes to Form 4

(1) On February 15 2022, pursuant to that certain Purchase Agreement dated as
of February 15, 2022, by and among Black Knight, Inc., Optimal Blue I LLC, the
"Blocker Owners" set forth on Schedule I thereto, Cannae Holdings, LLC, solely
for the purposes of the sections set forth therein, Thomas H. Lee Equity Fund
VIII, L.P. ("THL Equity VIII"), Thomas H. Lee Parallel Equity Fund VIII, L.P.
("Parallel Fund VIII"), THL Executive Fund VIII, L.P. ("Executive Fund VIII")
and THL Fund VIII Coinvestment Partners, L.P. ("Coinvestment VIII") acquired
3,155,028, 5,744,897, 240,876 and 374,953 shares of Class A Common Stock,
respectively, of the issuer in exchange for providing cash consideration and
the Blocker Owners' equity in Optimal Blue Holdco, LLC to Black Knight, Inc.
(the "Transaction").

(2) Following the Transaction, the THL Funds (as defined below) directly hold
shares of Class A Common Stock of the issuer as follows: THL Equity VIII
directly holds 14,258,985 shares of Class A Common Stock; Parallel Fund VIII
directly holds 25,963,759 shares of Class A Common Stock; Executive Fund VIII
directly holds 1,088,627 shares of Class A Common Stock; Coinvestment VIII
directly holds 1,694,579 shares of Class A Common Stock; and THL Equity Fund
VIII Investors (D&B), L.P. ("Equity Fund VIII (D&B)") directly holds 14,861,667
shares of Class A Common Stock.

(3) This report is filed by the following Reporting Persons: Thomas H. Lee
Advisors, LLC ("THL Advisors"), THL Equity VIII, Parallel Fund VIII,
Coinvestment VIII, Executive Fund VIII, 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.

(4) 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 the 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, the
THL Funds may be deemed directors by deputization.

(5) Represents awards of restricted common stock granted to Mr. Hagerty and Mr.
Rao, in the aggregate, for their service on the board of directors of the
issuer. Pursuant to the operative agreements among certain of the THL Funds,
any securities issued to persons serving as directors of portfolio companies of
THL Funds, such as the issuer, are held for the benefit of the THL Funds.

(6) The Reporting Persons disclaim beneficial ownership of the reported
securities except to the extent of their respective pecuniary interests
therein, and each of the Reporting Persons fully disclaim beneficial ownership
of any shares of Class A Common Stock acquired by persons unaffiliated with the
THL Funds or their respective affiliates pursuant to the Transaction.
EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT 
                                Exhibit 99.2
                          Joint Filer Information

Name of Joint Filer:            Thomas H. Lee Advisors, LLC

Address of Joint Filer:         c/o Thomas H. Lee Partners, L.P.
                                100 Federal Street, 35th Floor
                                Boston, MA 02110

Relationship of Joint
Filer to Issuer:                10% Owner
                                Director

Issuer Name and Ticker or
Trading Symbol:                 Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction
Required to be Reported
(Month/Day/Year):               February 17, 2022

Designated Filer:               Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE ADVISORS, LLC
By: THL Holdco, LLC, its Managing Member

By: /s/ Michael McDonnell
    ------------------------------------------
    Name: Michael McDonnell
    Title: Chief Financial Officer, Management Company

Dated: February 17, 2022


                                Exhibit 99.2
                          Joint Filer Information
                                (continued)


Name of Joint Filer:             Thomas H. Lee Equity Fund VIII, L.P.

Address of Joint Filer:          c/o Thomas H. Lee Partners, L.P.
                                 100 Federal Street, 35th Floor
                                 Boston, MA 02110

Relationship of Joint
Filer to Issuer:                 10% Owner
                                 Director

Issuer Name and Ticker or
Trading Symbol:                  Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction
Required to be Reported
(Month/Day/Year):                February 17, 2022

Designated Filer:                Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE EQUITY FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By: /s/ Michael McDonnell
    ------------------------------------------
    Name: Michael McDonnell
    Title: Chief Financial Officer, Management Company

Dated: February 17, 2022


                                Exhibit 99.2
                          Joint Filer Information
                                (continued)

Name of Joint Filer:             Thomas H. Lee Parallel Fund VIII, L.P.

Address of Joint Filer:          c/o Thomas H. Lee Partners, L.P.
                                 100 Federal Street, 35th Floor
                                 Boston, MA 02110

Relationship of Joint Filer
to Issuer:                       10% Owner
                                 Director

Issuer Name and Ticker or
Trading Symbol:                  Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction
Required to be Reported
(Month/Day/Year):                February 17, 2022

Designated Filer:                Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARALLEL FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By: /s/ Michael McDonnell
    ------------------------------------------
    Name: Michael McDonnell
    Title: Chief Financial Officer, Management Company

Dated: February 17, 2022


                                Exhibit 99.2
                          Joint Filer Information
                                (continued)

Name of Joint Filer:             THL Fund VIII Coinvestment Partners, L.P.

Address of Joint Filer:          c/o Thomas H. Lee Partners, L.P.
                                 100 Federal Street, 35th Floor
                                 Boston, MA 02110

Relationship of Joint Filer
to Issuer:                       10% Owner
                                 Director

Issuer Name and Ticker or
Trading Symbol:                  Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction
Required to be Reported
(Month/Day/Year):                February 17, 2022

Designated Filer:                Thomas H. Lee Advisors, LLC

Signature:

THL FUND VIII COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its General Partner
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By: /s/ Michael McDonnell
    ------------------------------------------
    Name: Michael McDonnell
    Title: Chief Financial Officer, Management Company

Dated: February 17, 2022


                                Exhibit 99.2
                          Joint Filer Information
                                (continued)

Name of Joint Filer:              THL Executive Fund VIII, L.P.

Address of Joint Filer:           c/o Thomas H. Lee Partners, L.P.
                                  100 Federal Street, 35th Floor
                                  Boston, MA 02110

Relationship of Joint Filer
to Issuer:                        10% Owner
                                  Director

Issuer Name and Ticker or
Trading Symbol:                   Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction
Required to be Reported
(Month/Day/Year):                 February 17, 2022

Designated Filer:                 Thomas H. Lee Advisors, LLC


Signature:

THL EXECUTIVE FUND VIII, L.P.
By: THL Equity Advisors VIII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By: /s/ Michael McDonnell
    ------------------------------------------
    Name: Michael McDonnell
    Title: Chief Financial Officer, Management Company

Dated: February 17, 2022


                                Exhibit 99.2
                          Joint Filer Information
                                (continued)

Name of Joint Filer:               THL Equity Fund VIII Investors (D&B), L.P.

Address of Joint Filer:            c/o Thomas H. Lee Partners, L.P.
                                   100 Federal Street, 35th Floor
                                   Boston, MA 02110

Relationship of Joint Filer
to Issuer:                         10% Owner
                                   Director

Issuer Name and Ticker or
Trading Symbol:                    Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction
Required to be Reported
(Month/Day/Year):                  February 17, 2022

Designated Filer:                  Thomas H. Lee Advisors, LLC

Signature:

THL EQUITY FUND VIII INVESTORS (D&B), L.P.
By: THL Equity Advisors VIII, LLC, its General Partner
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By: /s/ Michael McDonnell
    ------------------------------------------
    Name: Michael McDonnell
    Title: Chief Financial Officer, Management Company

Dated: February 17, 2022


                                Exhibit 99.2
                         Joint Filer Information
                                (continued)


Name of Joint Filer:               THL Equity Advisors VIII, LLC

Address of Joint Filer:            c/o Thomas H. Lee Partners, L.P.
                                   100 Federal Street, 35th Floor
                                   Boston, MA 02110

Relationship of Joint Filer
to Issuer:                         10% Owner
                                   Director

Issuer Name and Ticker or
Trading Symbol:                    Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction
Required to be Reported
(Month/Day/Year):                  February 17, 2022

Designated Filer:                  Thomas H. Lee Advisors, LLC

Signature:

THL EQUITY ADVISORS VIII, LLC
By: Thomas H. Lee Partners, L.P., its Sole Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By: /s/ Michael McDonnell
    ------------------------------------------
    Name: Michael McDonnell
    Title: Chief Financial Officer, Management Company

Dated:                              February 17, 2022


                                Exhibit 99.2
                          Joint Filer Information
                                (continued)

Name of Joint Filer:              Thomas H. Lee Partners, L.P.

Address of Joint Filer:           100 Federal Street, 35th Floor
                                  Boston, MA 02110

Relationship of Joint Filer
to Issuer:                        10% Owner
                                  Director

Issuer Name and Ticker or
Trading Symbol:                   Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction
Required to be Reported
(Month/Day/Year):                 February 17, 2022

Designated Filer:                 Thomas H. Lee Advisors, LLC

Signature:

THOMAS H. LEE PARTNERS, L.P.
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By: /s/ Michael McDonnell
    ------------------------------------------
    Name: Michael McDonnell
    Title: Chief Financial Officer, Management Company

Dated: February 17, 2022


                                Exhibit 99.2
                          Joint Filer Information
                               (continued)

Name of Joint Filer:             THL Managers VIII, LLC

Address of Joint Filer:          c/o Thomas H. Lee Partners, L.P.
                                 100 Federal Street, 35th Floor
                                 Boston, MA 02110

Relationship of Joint Filer
to Issuer:                       10% Owner
                                 Director

Issuer Name and Ticker or
Trading Symbol:                  Dun & Bradstreet Holdings, Inc. [DNB]


Date of Earliest Transaction
Required to be Reported
(Month/Day/Year):                February 17, 2022

Designated Filer:                Thomas H. Lee Advisors, LLC

Signature:

THL MANAGERS VIII, LLC
By: Thomas H. Lee Partners, L.P., its Managing Member
By: Thomas H. Lee Advisors, LLC, its General Partner
By: THL Holdco, LLC, its Managing Member

By: /s/ Michael McDonnell
    ------------------------------------------
    Name: Michael McDonnell
    Title: Chief Financial Officer, Management Company

Dated: February 17, 2022


                                Exhibit 99.2
                          Joint Filer Information
                                (continued)

Name of Joint Filer:              THL Holdco, LLC

Address of Joint Filer:           c/o Thomas H. Lee Partners, L.P.
                                  100 Federal Street, 35th Floor
                                  Boston, MA 02110

Relationship of Joint Filer
to Issuer:                        10% Owner
                                  Director

Issuer Name and Ticker or
Trading Symbol:                   Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction
Required to be Reported
(Month/Day/Year):                 February 17, 2022


Designated Filer:                 Thomas H. Lee Advisors, LLC

Signature:

THL HOLDCO, LLC

By: /s/ Michael McDonnell
    ------------------------------------------
    Name: Michael McDonnell
    Title: Chief Financial Officer, Management Company

Dated: February 17, 2022


                                Exhibit 99.2
                          Joint Filer Information
                                (continued)

Name of Joint Filer:              Thomas M. Hagerty

Address of Joint Filer:           c/o Thomas H. Lee Partners, L.P.
                                  100 Federal Street, 35th Floor
                                  Boston, MA 02110

Relationship of Joint Filer
to Issuer:                        Director

Issuer Name and Ticker or
Trading Symbol:                   Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction
Required to be Reported
(Month/Day/Year):                 February 17, 2022

Designated Filer:                 Thomas H. Lee Advisors, LLC

Signature: /s/ Thomas M. Hagerty
           ------------------------------------------
           Thomas M. Hagerty

Dated: February 17, 2022


                                Exhibit 99.2
                            Joint Filer Information
                                (continued)

Name of Joint Filer:              Gnaneshwar B. Rao

Address of Joint Filer:           c/o Thomas H. Lee Partners, L.P.
                                  100 Federal Street, 35th Floor
                                  Boston, MA 02110

Relationship of Joint Filer
to Issuer:                        Director

Issuer Name and Ticker or
Trading Symbol:                   Dun & Bradstreet Holdings, Inc. [DNB]

Date of Earliest Transaction
Required to be Reported
(Month/Day/Year):                 February 17, 2022

Designated Filer:                 Thomas H. Lee Advisors, LLC

Signature: /s/ Gnaneshwar B. Rao
           ------------------------------------------
           Gnaneshwar B. Rao

Dated: February 17, 2022