8-K

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 20, 2018 (November 19, 2018)

THE DUN & BRADSTREET CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	1-15967	22-3725387
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

103 JFK Parkway, Short Hills, NJ	07078
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 921-5500

(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:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o

Item 7.01Regulation FD Disclosure.

On November 19, 2018, Star Merger Sub, Inc., a Delaware corporation (“Merger Sub”), provided prospective investors with certain information in connection with proposed financing activities relating to the previously announced acquisition of The Dun & Bradstreet Corporation, a Delaware corporation (the “Company”), by  affiliates of CC Capital, Bilcar, LLC, Cannae Holdings and funds affiliated with Thomas H. Lee Partners, L.P. and certain other co-investors, pursuant to the Agreement and Plan of Merger, dated as of August 8, 2018 (the “Merger Agreement”), by and among the Company, Star Parent, L.P., a Delaware limited partnership and Merger Sub (the “Merger”), an excerpt of which is included as Exhibit 99.1 to this report and incorporated by reference in this Item 7.01.  The information furnished in Exhibit 99.1 is presented in a format prepared by Merger Sub and includes anticipated cost savings information in connection with the Merger that was not prepared by and cannot be verified by the Company.  This potential result would not be realized in the event the Merger is not consummated.  In addition, this estimate is subject to a number of risks and inherent uncertainties that could cause actual results to differ materially from this estimate. This information is being furnished on this Current Report on Form 8-K solely because such information was incorporated into the materials made available by Merger Sub to prospective investors.

The information furnished pursuant to this Item 7.01 (including the related exhibit hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into any of the registrant’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or under the Exchange Act, unless the registrant expressly states in such filing that such information is to be considered “filed” or incorporated by reference therein.

Forward-Looking Statements:

The excerpts attached to this Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements are often identified by words such as “anticipate,” “approximate,” “believe,” “commit,” “continue,” “could,” “estimate,” “expect,” “future,” “goal,” “guidance,” “hope,” “intend,” “may,” “outlook,” “plan,” “project,” “potential,” “should,” “would,” “will,” and other similar words or expressions.

Such forward-looking statements are inherently uncertain, and stockholders and other potential investors must recognize that actual results may differ materially from the Company’s expectations as a result of a variety of factors. Such forward-looking statements include known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance, or plans to differ materially from any future results, performance or plans expressed or implied by such forward-looking statements. Risks and uncertainties related to the proposed transaction include, but are not limited to, the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement; the failure of the parties to satisfy conditions to completion of the proposed transaction, including the failure of the parties to obtain required regulatory approvals; the risk that regulatory or other approvals are delayed or are subject to terms and conditions that are not anticipated; reliance on third parties to support critical components of the Company’s business model; the Company’s ability to protect its information technology infrastructure against cyber attack and unauthorized access; risks associated with potential violations of the Foreign Corrupt Practices Act and similar laws; customer demand for the Company’s products; risks associated with recent changes in the Company’s executive management team and Board of Directors; the integrity and security of the Company’s global databases and data centers; the Company’s ability to maintain the integrity of its brand and reputation; future laws or regulations with respect to the collection, compilation, storage, use, cross-border transfer, publication and/or sale of information and adverse publicity or litigation concerning the commercial use of such information; the effects of foreign and evolving economies, exchange rate fluctuations, legislative or regulatory requirements and the implementation or modification of fees or taxes to collect, compile, store, use, transfer cross-border, publish and/or sell data; the impact of the announcement of, or failure to complete, the proposed transaction on our relationships with employees, customers, suppliers, vendors and other business partners; and potential or actual litigation. In addition, these statements involve risks, uncertainties, and other factors detailed from time to time in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed or furnished with the Securities and Exchange Commission.

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Many of these factors are beyond the Company’s control. The Company cautions investors that any forward-looking statements made by the Company are not guarantees of future performance. The Company disclaims any obligation to update any such factors or to announce publicly the results of any revisions to any of the forward-looking statements to reflect future events or developments.

Item 9.01Financial Statements and Exhibits.

(d)The following exhibits are filed with this report.

Exhibit No.	Description of Exhibit
99.1	Excerpts from materials provided to prospective investors on November 19, 2018 (Furnished pursuant to Item 7.01.).

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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 hereunto duly authorized.

The Dun & Bradstreet Corporation
By:	/s/ Richard S. Mattessich
	Vice President, Associate General
	Counsel and Chief Compliance Officer

DATE: November 20, 2018

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EX-99.1

Exhibit 99.1

Adjusted EBITDA Reconciliation DNB adopted ASC 606 starting January 1, 2018 using the modified retrospective method instead of making adjustments to its comparative historical information DNB engaged various advisors, implemented new accounting systems and hired temporary workers in order to prepare, transition and integrate its operations for ASC 606 DNB has incurred restructuring charges as a result of eliminating, consolidating, standardizing and/or automating certain business functions and primarily consists of employee severance for terminated employees Other Adjustments include acquisition/divestiture costs, loss from discontinued operations, legal matters and one time 3rd party consulting costs 1 2 3 4 1 2 3 4 Commentary ($ in millions) FY LTM 2017 9/30/2018 Reported EBITDA $458.4 $541.7 Adjustments ASC 606 Impact on 2018 Results - (89.2) ASC 606 Non-Capitalized Acquisiton Implementation Costs 7.3 9.3 Restructuring Charges 32.1 33.4 Net (Income) Loss Attributable to Non-Controlling Interest 4.1 4.5 Equity in Net (Income) Loss of Affiliates (2.8) (1.4) Stock Based Compensation 20.5 11.5 Other Adjustments 26.1 21.6 Adjusted EBITDA $545.7 $531.4 Pro Forma Adjustments Anticipated Cost Savings - 200.0 Pro Forma Adjusted EBITDA $545.7 $731.4