DRS/A 1 filename1.htm

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As submitted confidentially with the Securities and Exchange Commission on March 25, 2020
This Amendment No. 1 to the draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

Registration No. 333-            

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Dun & Bradstreet Holdings, Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
  7320
(Primary Standard Industrial
Classification Code Number)
  83-2008699
(I.R.S. Employer
Identification Number)

103 John F. Kennedy Parkway
Short Hills, New Jersey 07078
(973) 921-5500

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)

Joe A. Reinhardt III
Chief Legal Officer
103 John F. Kennedy Parkway
Short Hills, New Jersey 07078
(973) 921-5500
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)



Copies to:

Alexander D. Lynch, Esq.
Barbra J. Broudy, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000 (Phone)
(212) 310-8007 (Fax)

 

Marc D. Jaffe, Esq.
Ian D. Schuman, Esq.
Stelios G. Saffos, Esq.
Latham & Watkins LLP
885 Third Avenue
New York, New York 10022
(212) 906-1894

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.

           If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.    o

           If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

           Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý   Smaller reporting company o

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 to Section 7(a)(2)(B) of the Securities Act.    o

CALCULATION OF REGISTRATION FEE

       
 
Title of Each Class of Securities
to be Registered

  Proposed Maximum
Aggregate Offering
Price(1)(2)

  Amount of
Registration Fee

 

Common stock, $0.01 par value per share

  $               $            

 

(1)
Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) promulgated under the Securities Act of 1933, as amended.

(2)
Includes shares of common stock that may be issuable upon exercise of an option to purchase additional shares granted to the underwriters. See "Underwriting."



           The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

   


Table of Contents

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated                        , 2020

PRELIMINARY PROSPECTUS

LOGO

            Shares

Dun & Bradstreet Holdings, Inc.

Common Stock



        This is an initial public offering of shares of common stock of Dun & Bradstreet Holdings, Inc. All of the            shares of common stock are being sold by us.

        Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $             and $            . We intend to apply to have our common stock listed on the New York Stock Exchange ("NYSE") or NASDAQ Global Market ("NASDAQ") under the symbol "DNB."

        Following this offering, we will be a "controlled company" within the meaning of the corporate governance rules of the NYSE or NASDAQ. See "Management—Director Independence and Controlled Company Exemption."

        Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 22 to read about factors you should consider before buying shares of our common stock.



        Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.



       
 
 
  Per Share
  Total
 

Initial public offering price

  $               $            
 

Underwriting discounts and commissions(1)

  $               $            
 

Proceeds to us, before expenses

  $               $            

 

(1)
See "Underwriting" for additional information regarding total underwriting discounts and commission and estimated offering expenses.

        To the extent that the underwriters sell more than            shares of common stock, the underwriters have an option to purchase up to an additional            shares of common stock from us at the initial public offering price less the underwriting discounts and commissions, for 30 days after the date of this prospectus.



        The underwriters expect to deliver the shares to investors against payment in New York, New York on or about                                    , 2020.



Goldman Sachs & Co. LLC   BofA Securities

TABLE OF CONTENTS

Prospectus Summary

    1  

Risk Factors

    22  

Cautionary Note Regarding Forward-Looking Statements

    45  

Use of Proceeds

    47  

Dividend Policy

    48  

Capitalization

    49  

Dilution

    52  

Selected Historical Consolidated Financial Data

    54  

Unaudited Pro Forma Condensed Combined Financial Data

    56  

Management's Discussion and Analysis of Financial Condition and Results of Operations

    62  

Business

    102  

Management

    121  

Executive and Director Compensation

    129  

Principal Stockholders

    149  

Certain Relationships and Related Party Transactions

    150  

Description of Material Indebtedness

    152  

Description of Capital Stock

    155  

Shares Eligible for Future Sale

    160  

Material U.S. Federal Income Tax Considerations for Non-U.S. Holders

    162  

Underwriting

    166  

Legal Matters

    172  

Experts

    172  

Change in Registrant's Certifying Accountant

    172  

Where You Can Find More Information

    173  

Index to Financial Statements

    F-1  



        You should rely only on the information contained in this prospectus or in any free-writing prospectus we may specifically authorize to be delivered or made available to you. Neither we nor the underwriters (or any of our or their respective affiliates) have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we nor the underwriters (or any of our or their respective affiliates) take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We and the underwriters (or any of our or their respective affiliates) are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any free-writing prospectus is only accurate as of its date, regardless of its time of delivery or the time of any sale of shares of our common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

Trademarks and Trade Names

        We and our subsidiaries own or have the rights to various trademarks, trade names, service marks and copyrights, including the following: Ampersand Design, Dun & Bradstreet, D&B, DUNS, D-U-N-S Number, D&B Worldwide Network, Lattice Engines, Lattice, WorldBase and WWN. Solely for convenience, the trademarks, trade names, service marks and copyrights referred to herein are listed without the ©, ® and ™ symbols, but such references are not intended to indicate, in any way, that we, or the applicable owner, will not assert, to the fullest extent under applicable law, our or their, as applicable, rights to these trademarks, trade names, service marks and copyrights. Other trademarks,

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trade names, service marks or copyrights appearing in this prospectus are the property of their respective owners.

Market and Industry Information

        Unless otherwise indicated, market data and industry information used throughout this prospectus is based on management's knowledge of the industry and the good faith estimates of management. We also relied, to the extent available, upon management's review of independent industry surveys and publications, other publicly available information prepared by a number of sources, including IDC Research, Inc. ("IDC"). All of the market data and industry information used in this prospectus involves a number of assumptions and limitations and you are cautioned not to give undue weight to such estimates. Although we believe that these sources are reliable, neither we nor the underwriters can guarantee the accuracy or completeness of this information and neither we nor the underwriters have independently verified his information. While we believe the estimated market position, market opportunity and market size information included in this prospectus is generally reliable, such information, which is derived in part from management's estimates and beliefs, is inherently uncertain and imprecise. Projections, assumptions and estimates of our future performance and the future performance of the industry in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in "Risk Factors," "Cautionary Note Regarding Forward-Looking Statements" and elsewhere in this prospectus. These and other factors could cause results to differ materially from those expressed in our estimates and beliefs and in the estimates prepared by independent parties.

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PROSPECTUS SUMMARY

        This summary highlights certain significant aspects of our business and this offering. This is a summary of information contained elsewhere in this prospectus, is not complete and does not contain all of the information that you should consider before making your investment decision. Unless the context indicates otherwise, all references herein to "Dun & Bradstreet," "D&B," the "Company," "we," "us" and "our" refer to (i) The Dun & Bradstreet Corporation and its consolidated subsidiaries prior to the Take-Private Transaction described herein and (ii) Dun & Bradstreet Holdings, Inc. and its consolidated subsidiaries following the Take-Private Transaction described herein.

        This summary contains forward-looking statements that involve risks and uncertainties. Our actual results may differ significantly from future results contemplated in the forward-looking statements as a result of certain factors such as those set forth in the sections entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements." You should carefully read the entire prospectus, including the information presented under "Risk Factors," "Cautionary Note Regarding Forward-Looking Statements," "Selected Historical Consolidated Financial Data," "Unaudited Pro Forma Condensed Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements and related notes presented elsewhere in this prospectus.

Our Company

        Dun & Bradstreet is a leading global provider of business decisioning data and analytics. Our mission is to deliver a global network of trust, enabling clients to transform uncertainty into confidence, risk into opportunity and potential into prosperity. Clients embed our trusted, end-to-end solutions into their daily workflows to inform commercial credit decisions, confirm suppliers are financially viable and compliant with laws and regulations, enhance salesforce productivity and gain visibility into key markets. Our solutions support our clients' mission critical business operations by providing proprietary and curated data and analytics to help drive informed decisions and improved outcomes.

        We are differentiated by the scale, depth, diversity and accuracy of our constantly expanding business database, known as our "Data Cloud," that contains comprehensive information on more than 355 million total businesses as of December 31, 2019. Access to longitudinal curated data is critical for global commerce, and with only a small percentage of the world's businesses filing public financial statements, our data is a trusted source for reliable information about both public and private businesses. By building such a set of data over time, we were able to establish a unique identifier that creates a single thread connecting related corporate entities allowing our clients to form a holistic view of an enterprise. This unique identifier, which we refer to as the D-U-N-S Number, is a corporate "fingerprint" or "Social Security Number" of businesses. We believe that we are the only scale provider to possess both worldwide commercial credit data and comprehensive public records data that are linked together by a unique identifier allowing for an accurate assessment of public and private businesses globally.

        Leveraging our category-defining commercial credit data and analytics, our Finance & Risk solutions are used in the critical decisioning processes of finance, risk, compliance and procurement departments worldwide. We are a market leader in commercial credit decisioning, with many of the top businesses in the world utilizing our solutions to make informed decisions when considering extending business loans and trade credit. We are also a leading provider of data and analytics to businesses looking to analyze supplier relationships and more effectively collect outstanding receivables. We believe our proprietary Paydex score, a numerical indicator based on promptness of a business's payments to its suppliers and vendors, is widely relied upon as an important measure of credit health for businesses. We are well positioned to provide accessible and actionable insights and analytics that mitigate risk and uncertainty, and ultimately protect and drive increased profitability for our clients.

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        Our Sales & Marketing solutions combine firmographic, personal contact, intent and non-traditional, or "alternative," data, such as foot traffic, website usage, social media posts, online browsing activity and shipping trackers, to assist clients in optimizing their sales and marketing strategy by cleansing customer relationship management ("CRM") data and narrowing their focus and efforts on the highest probability prospects. As global competition continues to intensify, businesses need assistance with focusing their sales pipelines into a condensed list so that they can have their best sellers target the highest probability return accounts. We provide invaluable insights into businesses that can help our clients grow their businesses in a more efficient and effective manner.

        We leverage these differentiated capabilities to serve a broad set of clients across multiple industries and geographies. We have a global client base of approximately 135,000, including some of the largest companies in the world. For example, in 2019, our client base included approximately 90% of the Fortune 500, approximately 80% of the Fortune 1000 and approximately 60% of the Global 500. Covering nearly all industry verticals, including financial services, technology, communications, government, retail, transportation and manufacturing, our data and analytics support a wide range of use cases. In terms of our geographic footprint, we have an industry-leading presence in North America, a growing presence in the United Kingdom, Ireland, India and Greater China through our majority or wholly-owned subsidiaries and a broader global presence through our Worldwide Network ("WWN") partner relationships.

        We believe that we have an attractive business model that is underpinned by highly recurring, diversified revenues, significant operating leverage, low capital requirements and strong free cash flow. The proprietary and embedded nature of our data and analytics solutions and the integral role that we play in our clients' decision-making processes have translated into high client retention and revenue visibility. For example, 20 of our top 25 clients by revenue for the twelve months ended December 31, 2019 have been our clients for over 20 years. We also benefit from strong operating leverage given our centralized Data Cloud and solutions, which allow us to generate strong contribution margins and free cash flow.

Our Transformation

        Over the course of our history, we have earned the privileged position of leadership and trust within the industries we serve. However, over the past decade, operational and execution issues led to stagnant revenue growth and declining profitability. Identifying an opportunity to unlock Dun & Bradstreet's potential, the Investor Consortium led by William P. Foley II at Bilcar, LLC ("Bilcar"), Thomas H. Lee Partners, L.P. ("THL"), Cannae Holdings, Inc. ("Cannae"), Black Knight, Inc. ("Black Knight") and CC Capital Partners, LLC ("CC Capital" and together with Bilcar, THL, Cannae and Black Knight, the "Investor Consortium"), acquired Dun & Bradstreet in the Take-Private Transaction, as described below, in February 2019.

        William P. Foley II, who was appointed as our Chairman, has extensive experience in industry consolidation and delivering shareholder value. As a pre-eminent operator, Mr. Foley has led four separate multi-billion dollar public market platforms with over 100 acquisitions across diverse platforms including Fidelity National Financial, Inc. ("FNF"), Fidelity National Information Services, Inc. ("FIS"), Black Knight, Ceridian HCM Holding Inc. ("Ceridian") and FGL Holdings Inc. ("FGL Holdings"). As Founder, former CEO, and now Chairman of FNF, Mr. Foley, has built the largest title insurance company, growing equity value from $3 million to $13 billion. His proven track record is driven by his value creation playbook, which is highlighted by identifying cost savings, undertaking strategy shifts, eliminating siloed organizational structures and accelerating product expansion. Coupled with Mr. Foley's exceptional track record of optimizing go-to-market organizations, executing strategic acquisitions and investing in growth, the value creation playbook has been substantiated by Mr. Foley's history of superior shareholder returns through consistently exceeding initial synergy estimates, as

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demonstrated by an average synergy realization of 1.4x the initial forecast. He also has an exceptional track record of recruiting and developing leaders to implement his transformation initiatives.

        At Dun & Bradstreet, Mr. Foley and the rest of the Investor Consortium immediately brought in a new senior leadership team that includes Anthony M. Jabbour as our Chief Executive Officer, Dr. Stephen C. Daffron as our President, Bryan T. Hipsher as our Chief Financial Officer, Joe A. Reinhardt III as our Chief Legal Officer and Kevin Coop as our Chief Commercial Officer. The senior leadership team brings extensive experience and a proven track record of driving long-term stockholder value creation through transformation and growth initiatives. Together, they identified new leaders for each business unit, including Andrew Hausman, President, Finance & Risk, Michael C. Bird, President, Sales & Marketing and Neeraj Sahai, President, International, and several of our corporate support functions, including Dr. Suchitra "Bobby" Gupta as Chief Analytics Officer, Thomas Rauker as Chief Operations Officer and Gil Shaked as Chief Technology Officer.

        The senior leadership team immediately commenced a comprehensive transformation to improve and revitalize our business for long-term success. They saw significant opportunity to create value by transforming the organization and improving the platform with new business unit leaders, enhanced technology and data, solution innovation and a client-centric go-to-market strategy.

        To capitalize on the opportunities identified, we are investing in several strategic initiatives that we believe will allow Dun & Bradstreet to achieve its fullest potential.

Realigning Management and Organization

    We immediately reorganized our management and operating infrastructure into vertically aligned business units to increase focus and accountability.

    As a result of this realignment, 18 of the 19 executives, or 95%, and 30 of the 46, or 65%, members of the broader leadership team are new or in a new role, with nearly half of all employees reporting to a new leader.

    Our total employee turnover was approximately 1,500 and our leadership was able to identify and eliminate ineffective headcount resulting in a net employee reduction of approximately 850, or 17% of total employees.

    We will continue to optimize our organizational structure and make targeted hires to build out our team at all levels.

Optimizing Go-to-Market and Client Service

    We have revamped our sales commission plans to more appropriately incentivize sales of long-term contracts and the cross-selling of additional solutions rather than focusing on the annual renewal of existing contracts.

    We have begun to systematically track and monitor service metrics and key service performance indicators to more effectively assist our clients.

    Driven by the implementation of multi-year incentives, during the twelve months ended December 31, 2019, the number of multi-year contracts in our North America segment was approximately 2%, an increase of 87% over the prior period. In addition, total contract value increased by 39% over the prior period, while negative client complaints have declined.

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Simplifying and Scaling Technology

    We are continuing to make investments in modernizing our infrastructure and optimizing our architecture to increase control, create efficiencies and greatly enhance the ability of our platforms to scale.

    We have begun the re-architecture of our technology platform to enhance our ability to organize and process high volumes of disparate data, increase system availability and improve delivery, while lowering our overall cost structure and ensuring information security.

    We continue to work towards evolving Dun & Bradstreet into a platform with the ability to seamlessly add and integrate new data sets and analytical capabilities into our simplified and scaled technology infrastructure.

Expanding and Enhancing Data

    We have reoriented our approach towards better ingesting all available data to effectively leverage previously disregarded sources of data and thereby improve the consistency, accuracy and predictive power of our solutions.

    We are also expanding the volume of the data we are able to offer by increasing our coverage of small- and medium-sized businesses ("SMBs") and incorporating new, alternative data sets to expand the breadth of companies covered and depth of information we are able to provide clients.

    We have implemented a data watch program (the "Data Watch Program") to proactively monitor and repair issues before clients experience them.

Strengthening Analytics and Insights

    We have strengthened our analytics by leveraging our artificial intelligence capabilities and expanded data sets and growing our analytics team.

    Improvements in analytics are enabling us to create solutions that produce greater insights and more predictive results.

    Enhanced analytics enable us to provide easy to implement end-to-end solutions; by creating configurable, rather than customizable, analytics solutions, we believe that we can increase the adoption of solutions by our clients and expand the size of our client base.

        Our transformation strategy is based on a proven playbook of enhancing stockholder value through organizational re-alignment and re-investment and is well underway. As of December 31, 2019, these initiatives have resulted in over $203 million of net annualized run-rate savings, and we believe there are incremental opportunities to further rationalize our cost structure. In light of the changes that have been made or identified by our experienced operator-driven Investor Consortium and seasoned management team, we believe we are well-positioned to execute on our near- and long-term strategy of driving stockholder value through consistent revenue growth, managing cost initiatives and innovating and improving the way we add value and solve the increasingly challenging and complex needs of our clients.

Our Market Opportunity

        Businesses rely on business-to-business ("B2B") data and analytics providers to extract data-driven insights and make better decisions. For example, in commercial lending and trade credit, the scarcity of readily available credit history makes the extension of credit a time-consuming and imprecise process. In procurement, businesses face increasingly complex and global supply chains, making the assessment

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of compliance and viability of all suppliers prohibitively difficult and expensive if not conducted effectively. In sales and marketing, businesses have benefitted from the proliferation of CRM, Marketing Automation and Sales Acceleration tools designed to help identify, track and improve both customer management and prospecting growth activities. While these tools are helping to fill sales funnels and improve the progression of opportunities, key challenges remain in salesforce productivity, effective client segmentation and marketing campaign activation. Common stumbling blocks include incorrect, or outdated, contact information, duplicated or inaccurate firmographic data and a lack of synchronization between the various platforms in the marketing technology ecosystem.

        We help our clients solve these mission critical business problems. We believe the total addressable market ("TAM") in which we operate is large, growing and significantly underpenetrated. We participate in the big data and analytics software market, as defined by IDC, which represents a collection of software markets that functionally address decision support and decision automation. This market includes business intelligence and analytics tools, analytic data management and integration platforms and analytics and performance management applications. IDC estimates worldwide revenues of big data and analytics software to be approximately $67 billion in 2019. Within the broader market of data and analytics solutions, we serve a number of different markets, including the commercial credit data, sales and marketing data and Governance, Risk and Compliance ("GRC") markets to provide clients with decisioning support and automation. As we continue to drive innovation in our solutions, we expect to address a greater portion of this TAM as new use cases for our data assets and analytical capabilities are introduced.

        We believe there are several key trends in the global macroeconomic environment generating additional growth in our TAM and increasing the potential demand for our solutions:

    Growing Recognition of Analytics and Data-Informed Business Decisioning.  Due to the pervasive digital transformation that nearly all industries are experiencing, businesses are increasingly recognizing the value of incorporating data-driven insights into their organizations. Businesses are leveraging the advancements of technology in data creation and interpretation to analyze business practices with the aim of improving efficiency, reducing risk and driving growth. We expect companies will continue to recognize the value in relying on insightful and accurate B2B data in their finance and credit decisioning, regulatory and compliance and sales and marketing workflows.

    Growth in Data Creation and Applications.  As a result of the increasing recognition of data's value, the volume of data sets being collected and assembled today is increasing. Not only is the size of these data sets larger than ever, but also the data being collected covers a wider range of topics and subjects. Driven in large part by the global trend of an "Internet of Things," the proliferation of mobile phones and connected devices has created a "digital exhaust" of data that can be captured and tracked. This alternative data can be incorporated in predictive models alongside traditional data to provide more sophisticated and accurate business insights. Businesses now have a massive amount of data at their fingertips but often have to rely on large scale providers to help them curate, match, append and create insights in order to convert that data into improved outcomes.

    Advances in Analytical Capabilities Unlocking the Value of Data.  The combination of increasingly available data sets with effective artificial intelligence and machine learning capabilities allows for the generation of mission critical insights integrated into clients' workflows. Businesses that lack the resources for developing these complex tools and solutions internally turn to data and analytics providers, creating market demand. The availability of more insightful analytical tools, in turn, drives growing recognition of the power of analytics in everyday business processes.

    Heightened Compliance Requirements in an Evolving Regulatory Environment for Business.  Businesses today are under intense scrutiny to comply with an ever-expanding and evolving set

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      of data regulatory requirements, which can vary by geography and industry served. Performing adequate diligence on clients and suppliers can be cumbersome and dampen the pace of business expansion, or worse, leave a business exposed to expensive fines and penalties. Regulations such as the Fifth EU Anti-Money Laundering Directive, Office of Foreign Assets Control's ("OFAC's") Anti-Money Laundering Policy and the United States Department of Justice Foreign Corrupt Policies Act require businesses to take the necessary steps to comply in an efficient manner. Recently, regulations such as the EU General Data Protection Regulation ("GDPR") and the California Consumer Privacy Act of 2018 (the "CCPA") have also introduced complexity into the collection and use of data by businesses. Manual processes are burdensome and prone to human error, and therefore demand for data and analytics as a solution continues to increase.

        As a leading provider of data and analytics, we have witnessed the emergence and development of these trends firsthand. We believe that due to our differentiated capabilities and our privileged position as a tenured incumbent, we are well positioned to capture this market opportunity and benefit from these long-term trends.

Our Solutions

        The defining characteristic of our solutions is the breadth and depth of our combined proprietary and curated public data and actionable analytics that help drive informed decisions for our clients. Our Data Cloud is compiled from approximately 17,000 sources, as well as from data collected by our 18 WWN partners, resulting in data sourced from 243 countries and territories worldwide. We believe that we are uniquely able to match data to its corresponding entity, and have extensive related intellectual property with 99 of our 209 patents dedicated to this function. Our capabilities in matching and identity resolution enable us to make sense of our vast universe of data, turning chaos into order. Since 1963, we have tracked these businesses by assigning unique identifiers (known as a D-U-N-S Number) to all companies in our data set. The D-U-N-S Number is recommended and, in many cases required, by over 240 commercial, trade and government organizations. This privileged position in the market has allowed us to commercialize the creation and monitoring of D-U-N-S Numbers by suppliers, which in turn feeds additional proprietary data into our platform.

        Data is only valuable when it drives action that moves an organization towards its goals. Underpinned by an integrated technology platform, our solutions derive data-driven insights that help clients target, grow, collect, procure and comply. We provide clients with both curated bulk data to incorporate into their internal workflows and end-to-end solutions that generate insights from this data through configurable analytics. The chart below illustrates the comprehensive, end-to-end nature of our solutions, which are organized into two primary areas: Finance & Risk and Sales & Marketing.

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GRAPHIC

Finance & Risk

        Our Finance & Risk solutions are mission critical to our clients as they seek to leverage the data sets and analytics from our platform to manage risk, minimize fraud and monitor their supply chain. Top commercial enterprises in the world utilize our configurable solutions to make better decisions when considering small business loans, extending trade credit, analyzing supplier relationships and collecting outstanding receivables. Our Finance & Risk solutions help clients increase cash flow and profitability while mitigating credit, operational and regulatory risks by helping them answer questions such as:

    Does my business credit file reflect the true health of my business?

    Will this customer pay me on time?

    How can I automate credit decisions across my portfolio?

    How do I accelerate Know Your Customer ("KYC") / Anti-Money Laundering ("AML") due diligence while maintaining compliance with regulatory requirements?

    How do I ensure my firm is properly using corporate linkage and beneficial ownership to ensure conflict checks are accurate?

    How do I efficiently onboard third-parties using a risk-based assessment tool that offers monitoring?

    How do I protect against the risk of supply chain interruptions and identify alternative suppliers?

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Sales & Marketing

        Our Sales & Marketing solutions help businesses discover new revenue opportunities and accelerate growth by extending the use cases of our data and analytics platform. By adding our proprietary business data set to our personal contact, intent and non-traditional data, we are able to provide a single view of the prospective customer. Our Sales & Marketing solutions extend beyond simple contact data and enable clients to automate data management and cleansing, unmask and track website visitors and activate digital ads based on segmented prospect data. This helps our clients optimize their sales and marketing functions and narrow their focus on the highest probability businesses in order to answer questions such as:

    How can I confirm the accuracy of my data?

    How do I integrate data between disparate systems?

    How do I eliminate duplicate records and populate anonymous accounts?

    How do I gain visibility into key markets?

    How do I consistently engage strategic accounts across various channels?

    How can I identify anonymous web traffic to reveal new opportunities and personalize campaigns?

    How do I distill large sets of data into actionable insights?

    How do I implement lead scoring to increase engagement and create a targeted prospect pipeline?

    How can I ensure that I have an accurate customer contact list?

Our Competitive Strengths

Market Leadership with the Most Comprehensive Commercial Credit Database

        We are the category-defining player in the market for B2B credit decisioning data and analytics. We believe our long operating history uniquely qualifies and positions us to address the commercial data-driven decisioning needs of our clients due to the breadth and depth of our proprietary Data Cloud. Our Data Cloud includes more than 355 million businesses globally and extends far beyond those for which data is publicly available. The D-U-N-S Number is a widely recognized identifier and is a policy-driven requirement for the process of supplying trade credit for many businesses and governments. Our strategic relationships with our global WWN relationships provide us with international data in our global database, known as WorldBase, which we view as a key competitive strength in serving both U.S. and international businesses. The contributory nature of our Data Cloud, where we typically obtain updated information at little or no cost and own most of our data, creates a strong network effect that we believe gives us an expanding competitive advantage over other market participants or potential entrants. Our Data Cloud is also differentiated in our ability to track corporate linkages of child-to-parent organization relationships to help clients better understand commercial relationships and make better informed decisions with a more holistic view of the business.

Innovative Analytics and Decisioning Capabilities Driving End-to-End Solutions

        In a world of increasing data access, the value proposition for companies like ours is shifting from the provision of core data to the generation of analytical insights to inform decisioning processes and optimize workflows, across interrelated business activities. Our end-to-end solutions cover a comprehensive spectrum of use cases across the lifecycle of our clients' businesses. These use cases continue to evolve as we find additional ways to derive insights from our data. We believe our

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configurable solutions, in combination with our proprietary Data Cloud, are a key competitive advantage for us and allow us to effectively compete across the entire commercial data and analytics landscape.

Deep Relationships with Blue Chip Clients

        With our leading data and analytical insights, we serve many of the largest enterprises in the world, including approximately 90% of the businesses in the Fortune 500, approximately 80% of the Fortune 1000 and approximately 60% of the Global 500 during 2019. Our client base is diversified across size, industry and geography and features minimal concentration. In 2019, no client accounted for more than 5% of revenue, and our top 50 clients accounted for approximately 25% of revenue. We have held relationships with 20 of our top 25 clients by revenue for the twelve months ended December 31, 2019 for more than 20 years, which reflects how deeply embedded we are in their daily workflows and decisioning processes. For 2019, our annual revenue retention rate, reflecting the percentage of prior year revenue from clients who were retained in the current year, was 96%.

Scalable and Highly Attractive Financial Profile

        We have an attractive business model underpinned by stable and highly recurring revenues, significant operating leverage and low capital requirements that contribute to strong free cash flow. Our high levels of client retention and shift toward multi-year subscription contracts result in a high degree of revenue visibility. The vast majority of our revenues are either recurring or re-occurring in nature. Additionally, we benefit from natural operating leverage given the high contribution margins associated with incremental revenue generated from our centralized Data Cloud and solutions. Despite the investments being made to enhance our technology, analytics and data, our capital requirements remain minimal with capital expenditures of less than 1% of revenues in 2019. All of these factors contribute to strong free cash flow generation, allowing us the financial flexibility to invest in the business and pursue growth through acquisitions.

World Class Management Team with Depth of Experience and Track Record of Success

        Our senior management team has a track record of strong performance and significant expertise in both the markets we serve and in transforming similar businesses. The previous Dun & Bradstreet management team has been almost completely replaced with an experienced and energized group of senior executives who have spent years leading businesses in the vertical software and data and analytics sectors. Our senior executives have successfully worked together in architecting previous turnaround stories and delivering consistent growth both organically and through acquiring and integrating businesses. Our management team operates under the leadership of Mr. Foley, who has a long, successful history of acquiring, reorganizing and transforming companies by rationalizing cost structures, investing in growth and onboarding and mentoring senior management. Beyond our senior management team, we are focused on attracting and retaining the strongest talent at all levels throughout the organization.

Our Growth Strategy

Enhance Existing Client Relationships

        We believe our current client base presents a large opportunity for growth through enhanced cross-selling in order to capture more of our clients' data and analytics spend. As an end-to-end provider of commercial data and analytics, we believe that there are significant opportunities to have clients buy from a consistent, single-source provider and to increase their interaction with our platform. Although our strategic clients used approximately nine of our solutions on average, our overall client base used less than two of our solutions on average as of December 31, 2019. While there is still room to add

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additional products to our strategic clients, we believe there is a significant opportunity to increase the number of solutions per client in the remainder of our client base. Our new go-to-market strategy will enable us to increase the number of touchpoints with key decision makers within any given client and allow us to identify and sell the right solutions to each decision maker's respective department. By focusing on enhancing the quality of our data and analytics, we will be able to produce more valuable insights, increasing client engagement across our existing solutions and driving clients towards new, innovative solutions.

Win New Clients in Targeted Markets

        We believe that there is substantial opportunity to grow our client base. While we have significant market share in the enterprise and mid-market, there continues to be opportunity to win new clients. There are several instances where we have built a successful long-term enterprise client relationship with a particular company, but its competitors are not our clients. Our focus is to leverage our best practices from serving one company and articulate the value to similar companies that may benefit from our solutions and experience.

        We also believe there is significant opportunity to expand our presence in the SMB market. We currently serve approximately 80,000 SMB clients out of the millions of businesses within this market. We have existing relationships with many SMBs through solutions enabling the proactive monitoring of their D-U-N-S Number. However, we have not historically capitalized on the opportunity to cross-sell them into our solutions. We are rolling out our Marketplace, an integrated web platform that will provide these businesses with an introduction to Dun & Bradstreet's capabilities and solutions for their potential use. By leveraging this go-to-market channel and offering more simplified solutions that are easily integrated into client workflows, we can continue to expand our reach among SMBs.

Develop Innovative Solutions

        Given the depth and coverage of information contained in our proprietary Data Cloud, we believe we can continue to develop differentiated solutions to serve our clients in an increasing number of use cases. As we continue to gather and incorporate additional sources of data, the resulting analytics and insights we are able to provide within our solutions will be increasingly impactful to our clients and their decisioning processes. By improving the quality and breadth of our Data Cloud, we will be able to expand into adjacent use cases and leverage our data insights in new functional areas such as collections, fraud and capital markets. We will also be able to identify and further penetrate attractive addressable markets, as demonstrated by the development of our Risk & Compliance solutions, a high growth area within our Finance & Risk solutions, in order to better address the GRC market. These additional solutions utilize existing data architecture to generate high contribution incremental revenue streams.

Expand Our Presence in Attractive International Markets

        Despite our global presence and industry leading position in the North American market, we remain relatively underpenetrated in international markets, with International revenue accounting for less than 20% of our business in 2019. We believe that expanding our presence in owned international markets can be a significant growth driver for us in the coming years. Our international growth strategy begins with localizing current solutions to meet global demand and, similar to our domestic strategy, includes a focus on cross-selling and upselling, winning new clients and developing innovative solutions.

Selectively Pursue Strategic Acquisitions

        While the core focus of our strategy is to grow organically, we believe there are strategic acquisition opportunities that may allow us to expand our footprint, broaden our client base, increase

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the breadth and depth of our data sets and further strengthen our solutions. We believe there are attractive synergies that result from acquiring small companies that provide innovative solutions and integrating these solutions into our existing offerings to generate cross-selling and upselling opportunities across our existing client base, as demonstrated by our recent success of integrating Lattice Engines, Inc. ("Lattice"), coAction.com and Orb Intelligence, Inc. ("Orb"). Additionally, there are potential cost synergies that could result from integrating acquisitions into our efficient operating platform. Our leadership team has a proven track record of identifying, acquiring and integrating companies to drive long-term value creation, and we will continue to maintain a disciplined approach to pursuing acquisitions.

Our Investors

        On February 8, 2019, an experienced and operationally-driven investor consortium led by the Investor Consortium acquired Dun & Bradstreet in an all-cash take-private transaction (the "Take-Private Transaction"). Following the completion of this offering, the Investor Consortium will own approximately        % of our common stock, or        % if the underwriters exercise their option to purchase additional shares in full. As a result, we expect to be a "controlled company" within the meaning of the corporate governance standards of the NYSE or NASDAQ on which we have applied for our shares to be listed. See "Risk Factors—Risks Related to Our Initial Public Offering and Ownership of Our Common Stock" and "Management—Director Independence and Controlled Company Exemption."

Bilcar

        Bilcar is a partnership owned by William and Carol Foley. Bilcar's assets include various investments and business interests. Mr. Foley serves as our Chairman of the Board. Mr. Foley is the Chairman of the Board of FNF, Cannae and Black Knight, and Co-Chairman of FGL Holdings. Mr. Foley brings extensive experience and has demonstrated operational expertise throughout his career, creating public companies whose combined market capitalization exceeds $110 billion. Mr. Foley and his team achieved $312 million in cost reductions, which was 208% of the initial target of $150 million, from FNF's acquisition of Lender Processing Services Inc., and has achieved approximately 1.4x targeted synergies in eight large transactions. Mr. Foley is a founder of FNF which, through his leadership, has transformed into the nation's largest title insurance company with industry leading margins.

Thomas H. Lee Partners

        THL is a premier private equity firm investing in growth companies, headquartered primarily in North America, exclusively in four industry sectors: Consumer, Financial Services, Healthcare and Technology & Business Solutions. Since its founding in 1974, THL has raised more than $25 billion of equity capital, invested in over 140 companies and completed more than 360 add-on acquisitions representing an aggregate enterprise value at acquisition of over $200 billion. With dedicated sector and operating teams, THL brings deep domain expertise and resources to build great companies by helping to accelerate growth, improve operations and drive long-term sustainable value in partnership with management.

Cannae Holdings

        Cannae (NYSE: CNNE) is a diversified holding company with over $1.3 billion in net asset book value as of December 31, 2019 and boasts a strong track record of investing in a diverse range of assets. Cannae holds majority and minority equity investment stakes in a number of entities, including Ceridian, ABRH, LLC, 99 Restaurants Holdings, LLC and Coding Solutions Topco, Inc. Principals at

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Cannae have successfully acquired over 100 companies with aggregate consideration in excess of $30 billion for FNF, Cannae and related companies over the last 20 years.

Black Knight

        Black Knight (NYSE: BKI) is a leading provider of integrated software, data and analytics solutions that facilitate and automate many of the business processes across the homeownership life cycle. As a leading financial technology provider, Black Knight is committed to being a premier business partner that clients rely on to achieve their strategic goals, realize greater success and better serve their clients by delivering best-in-class software, services and insights with a relentless commitment to excellence, innovation, integrity and leadership.

CC Capital

        CC Capital is a private investment firm founded in 2016 by Chinh E. Chu, with a focus on investing in and operating high-quality companies for the long-term. Prior to founding CC Capital, Mr. Chu had a successful 25-year career at Blackstone and played an instrumental role in building its Private Equity business. Over the course of his career at Blackstone, Mr. Chu led several industry verticals for the Private Equity Group, including Financial Services, Technology, Chemicals and Healthcare Products. He served as Co-Chairman of the firm's Private Equity Investment Committee and served on the firm's Executive Committee.

Risks Associated with Our Business

        Investing in our common stock involves a number of risks. These risks represent challenges to the successful implementation of our strategy and the growth of our business. Some of these risks are:

    our ability to implement and execute our strategic plans to transform the business may not be successful and, accordingly, we may not be successful in achieving our goals to transform our business, which could have a material adverse effect on our business, financial condition and results of operations;

    if we are unable to develop or sell solutions in a timely manner or maintain and enhance our existing client relationships, our ability to maintain or increase our revenue could be adversely affected;

    we face significant competition for our solutions, which may increase as we expand our business;

    our brand and reputation are key assets and a competitive advantage, and our business may be affected by how we are perceived in the marketplace;

    data security and integrity are critically important to our business, and cybersecurity incidents, including cyberattacks, breaches of security, unauthorized access to or disclosure of confidential information, business disruption, or the perception that confidential information is not secure, could result in a material loss of business, regulatory enforcement, substantial legal liability and/or significant harm to our reputation;

    we rely on our relationships with key long-term clients, business partners and government contracts for a substantial part of our revenue, the diminution or termination of which could have a material adverse effect on our business, financial condition and results of operations;

    we are subject to various governmental regulations, laws and orders, compliance with which may cause us to incur significant expenses or reduce the availability or effectiveness of our solutions, and the failure to comply with which could subject us to civil or criminal penalties or other liabilities;

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    our substantial indebtedness could have a material adverse effect on our financial condition and our ability to operate our business or react to changes in the economy or our industry, prevent us from fulfilling our obligations and could divert our cash flow from operations for debt payments;

    despite our indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, which could further exacerbate the risks associated with our substantial leverage; and

    future sales of our Class A common stock in the public market could cause the market price of our Class A common stock to decrease significantly.

        For a discussion of these and other risks you should consider before making an investment in our common stock, see the section entitled "Risk Factors."

Corporate Information

        We are a Delaware corporation. We were incorporated as Star Intermediate I, Inc. on September 18, 2018 by affiliates of the Investor Consortium in connection with the Take-Private Transaction and changed our name to Dun & Bradstreet Holdings, Inc. on March 12, 2020. Our principal executive offices are located at 103 John F. Kennedy Parkway, Short Hills, New Jersey 07078. Our telephone number is (973) 921-5500. Our corporate website address is www.dnb.com. Our website and the information contained on, or that can be accessed through, our website is not deemed to be incorporated by reference in, and is not considered part of, this prospectus. You should not rely on any such information in making your decision whether to purchase our common stock.

Corporate Structure

        The following diagram illustrates our anticipated corporate structure after the completion of this offering and giving effect to the use of proceeds therefrom. See "Use of Proceeds."(1)


(1)
Structure chart to be included in an amendment.

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The Offering

Issuer

  Dun & Bradstreet Holdings, Inc.

Common stock offered by us

 

            shares of common stock (or            shares of common stock if the underwriters exercise their option to purchase additional shares in full).

Common stock to be outstanding after this offering

 

            shares of common stock (or            shares of common stock if the underwriters exercise their option to purchase additional shares in full).

Option to purchase additional shares of common stock

 

The underwriters have an option to purchase an additional            shares of common stock. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Use of proceeds

 

We estimate that the net proceeds from the sale of our common stock in this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $            million (or $            million if the underwriters exercise their option to purchase additional shares in full) based on an assumed initial public offering price of $            per share (the midpoint of the estimated public offering price range set forth on the cover page of this prospectus).

 

We intend to use these net proceeds from this offering to redeem all or a portion of our Cumulative Series A Preferred Stock (the "Series A Preferred Stock"). See "Use of Proceeds."

Dividend policy

 

We do not anticipate paying any dividends on our common stock for the foreseeable future; however, we may change this policy in the future. See "Dividend Policy."

Risk factors

 

Investing in our common stock involves a high degree of risk. See the "Risk Factors" section of this prospectus beginning on page 22 and the other information included in this prospectus for a discussion of factors you should carefully consider before investing in our common stock.

Listing

 

We intend to apply to have our common stock listed on the NYSE or NASDAQ under the symbol "DNB."

        Unless we indicate otherwise or unless the context otherwise requires, all information in this prospectus:

    assumes no exercise of the underwriters' option to purchase additional shares;

    gives effect to our amended and restated certificate of incorporation, which will be in effect prior to the consummation of this offering;

    excludes an aggregate of          shares of common stock reserved for issuance under our 2020 Omnibus Incentive Plan (as described herein) that we intend to adopt at the time of this offering; and

    assumes an initial public offering price of $            per share, the midpoint of the estimated public offering price range on the cover page of this prospectus.

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Summary Historical Consolidated Financial and Other Data

        The following table sets forth our summary historical consolidated financial and other data for the periods and as of the dates indicated. As a result of the Take-Private Transaction on February 8, 2019, the accompanying historical financial statements and summary historical consolidated financial data are presented on a Successor and Predecessor basis. References to Predecessor refer to the results of operations, cash flows and financial position of The Dun & Bradstreet Corporation and its subsidiaries prior to the closing of the Take-Private Transaction. References to Successor refer to the consolidated financial position of Dun & Bradstreet Holdings, Inc. as of December 31, 2019 and the consolidated results of operations and cash flows of Dun & Bradstreet Holdings, Inc. and its subsidiaries for the period from January 1, 2019 to December 31, 2019. During the period from January 1, 2019 to February 7, 2019, Dun & Bradstreet Holdings, Inc. had no significant operations and limited assets and had only incurred transaction-related expenses prior to the Take-Private Transaction. The Successor period also includes the results of operations and cash flows of the business acquired in the Take-Private Transaction for the period from February 8, 2019 to December 31, 2019. The consolidated financial statements for the Successor period are not comparable to those of the Predecessor periods.

        We derived the summary historical consolidated financial data for the period from January 1, 2019 to December 31, 2019 and as of December 31, 2019 from the Successor's audited consolidated financial statements included elsewhere in this prospectus. We derived the summary historical consolidated financial data for the period from January 1, 2019 to February 7, 2019, the twelve months ended December 31, 2018 and 2017 and as of December 31, 2018 from the Predecessor's audited consolidated financial statements included elsewhere in this prospectus. We derived the summary historical consolidated balance sheet data as of December 31, 2017 from the Predecessor's consolidated financial statements that are not included in this prospectus.

        Our historical results are not necessarily indicative of the results to be expected in any future period. You should read the information set forth below together with "Selected Historical Consolidated Financial Data," "Unaudited Pro Forma Condensed Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Capitalization," and the consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

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  Successor    
  Predecessor  
 
  Period
from
January 1 to
December 31
2019
   
  Period
January 1,
2019 to
February 7,
2019
  Twelve
Months
Ended
December 31,
2018
  Twelve
Months
Ended
December 31,
2017
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
   
  (in millions, other than per share data)
 

Statement of operations data:

                             

Revenue(1)

  $ 1,413.9       $ 178.7   $ 1,716.4   $ 1,742.5  

Operating expenses

    448.5         56.7     563.4     573.3  

Selling and administrative expenses(2)

    651.2         122.4     610.0     672.4  

Depreciation and amortization(3)

    482.4         11.1     88.7     79.7  

Restructuring charge

    51.8         0.1     25.4     32.1  

Total operating costs

    1,633.9         190.3     1,287.5     1,357.5  

Operating (loss) income

    (220.0 )       (11.6 )   428.9     385.0  

Non-operating expenses

    (455.9 )       (91.2 )   (55.8 )   (62.3 )

(Loss) income before provision for income taxes

    (675.9 )       (102.8 )   373.1     322.7  

Less: (Benefit) provision for income taxes

    (118.2 )       (27.5 )   81.6     179.7  

Equity in net income of affiliates

    4.2         0.5     2.8     2.8  

Net (loss) income from continuing operations

    (553.5 )       (74.8 )   294.3     145.8  

Net income attributable to the non-controlling interest

    (6.5 )       (0.8 )   (6.2 )   (4.1 )

Dividends allocated to preferred stockholders

    (114.0 )                

Net (loss) income from continuing operations attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor)

  $ (674.0 )     $ (75.6 ) $ 288.1   $ 141.7  

Net earnings per share from continuing operations

                             

Basic

  $ (674,000 )     $ (2.04 ) $ 7.76   $ 3.84  

Diluted

  $ (674,000 )     $ (2.04 ) $ 7.72   $ 3.81  

Pro forma earnings per share

                             

Basic

  $ (598,000 )                      

Diluted

  $ (598,000 )                      

Weighted average shares outstanding

                             

Basic

    See Note(7)         37.2     37.1     36.9  

Diluted

    See Note(7)         37.2     37.3     37.2  

Pro forma weighted-average shares outstanding

                             

Basic

                             

Diluted

                             

Cash flow data:

                             

Net cash (used in) provided by:

                             

Operating activities

  $ (63.0 )     $ (65.4 ) $ 325.4   $ 286.5  

Investing activities

  $ (6,154.6 )     $ (5.3 ) $ (65.3 ) $ (206.6 )

Financing activities

  $ 6,321.8       $ 96.9   $ (609.7 ) $ (18.8 )

Balance sheet data at end of period(4)(5):

                             

Cash and cash equivalents

  $ 98.6           $ 90.2   $ 442.4  

Total assets

  $ 9,112.8           $ 1,820.9   $ 2,480.9  

Total debt (current and long term)

  $ 3,900.8           $ 1,136.6   $ 1,678.1  

Total liabilities

  $ 6,503.3           $ 2,510.8   $ 3,292.1  

Cash dividends per common share

  $           $ 1.57   $ 2.01  

Other financial data(6):

                             

Adjusted revenue

  $ 1,552.8       $ 204.6   $ 1,716.4   $ 1,750.4  

Adjusted EBITDA

  $ 641.0       $ 66.3   $ 568.6   $ 532.5  

Adjusted EBITDA margin

    41.3 %       32.4 %   33.1 %   30.4 %

Adjusted net income

  $ 130.4       $ 45.8   $ 383.9   $ 313.2  

(1)
On January 1, 2018, we adopted ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)" ("Topic 606") for revenue recognition accounting. Revenue prior to January 1, 2018 was accounted for based on ASU No. 2009-13, "Revenue Recognition (Topic 605)" ("Topic 605").

(2)
Includes transaction costs of $147.4 million and $52.0 million directly attributable to the Take-Private Transaction for the Successor period from January 1, 2019 to December 31, 2019 and the Predecessor period from January 1, 2019 to February 7, 2019, respectively. In addition, for the Predecessor period from January 1, 2019 to February 7, 2019, we incurred $10.4 million to accelerate the vesting of equity-based grants as a result of the Take-Private Transaction.

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(3)
Higher amortization expenses for the Successor period from January 1, 2019 to December 31, 2019 was primarily due to the application of purchase accounting resulting in higher amortization associated with recognized intangible assets in connection with the Take-Private Transaction.

(4)
A balance sheet is not presented as of February 7, 2019. See Note 13 to the consolidated financial statements for purchase price allocation in connection with the Take-Private Transaction.

(5)
On January 1, 2019, we adopted Accounting Standards Codification ("ASC") Leases Topic 842 ("Topic 842"). As a result, we recognized all operating leases as right of use assets and lease liabilities on the balance sheet effective January 1, 2019. Leases were accounted for based on ASC Topic 840 ("Topic 840") prior to January 1, 2019.

(6)
See "—Non-GAAP Financial Measures" below for a detailed description of adjustments of and reconciliations to our financial measures that are not reported in accordance with U.S. generally accepted accounting principles ("GAAP").

(7)
For the period from January 1, 2019 to December 31, 2019 (Successor), weighted average basic and diluted shares outstanding were 1,000 during the period.

Non-GAAP Financial Measures

        In addition to reporting GAAP results, we evaluate performance and report our results on the non-GAAP financial measures discussed below. We believe that the presentation of these non-GAAP measures provides useful information to investors and rating agencies regarding our results, operating trends and performance between periods. These non-GAAP financial measures include adjusted revenue, adjusted earnings before interest, taxes, depreciation and amortization ("adjusted EBITDA"), adjusted EBITDA margin and adjusted net income. Adjusted results are non-GAAP measures that eliminate the impact due to purchase accounting application and divestitures, restructuring charges, equity-based compensation, acquisition and divestiture-related costs (such as costs for bankers, legal fees, due diligence, retention payments and contingent consideration adjustments) and other non-core gains and charges that are not in the normal course of our business (such as gains and losses on sales of businesses, impairment charges, effect of significant changes in tax laws and material tax and legal settlements). In addition, we isolate the effects of changes in foreign exchange rates on our revenue growth because we believe it is useful for investors to be able to compare revenue from one period to another, both after and before the effects of foreign exchange rate changes. The change in revenue performance attributable to foreign currency rates is determined by converting both our prior and current periods' foreign currency revenue by a constant rate. As a result, we monitor our adjusted revenue growth both after and before the effects of foreign exchange rate changes.

        We believe that these supplemental non-GAAP financial measures provide management and other users with additional meaningful financial information that should be considered when assessing our ongoing performance. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the factors management uses in planning for and forecasting future periods. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to our reported results prepared in accordance with GAAP.

        Our non-GAAP or adjusted financial measures reflect adjustments based on the following items, as well as the related income tax.

Adjusted Revenue

        We define adjusted revenue as revenue adjusted for the following items:

    deferred revenue purchase accounting adjustment to include the revenues that were not recorded by us during the periods presented due to the deferred revenue purchase accounting adjustment recorded in accordance with GAAP to reflect its fair value; and

    revenue adjustment to include results for the period from January 8 to February 7, 2019 ("International lag adjustment") for the Predecessor related to the lag reporting for our International operations. On a GAAP basis, we report International results on a one-month lag,

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      and for 2019 the Predecessor period for International is December 1, 2018 through January 7, 2019. The Successor period for International is February 8, 2019 (commencing on the closing date of the Take-Private Transaction) through November 30, 2019 for the Successor period from January 1, 2019 to December 31, 2019. Combined GAAP results for the year ended December 31, 2019 are not comparable to the prior year period. The International lag adjustment is to facilitate comparability of 2019 periods to 2018 periods.

Adjusted EBITDA

        We define adjusted EBITDA as net (loss) income attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor) excluding the following items:

    depreciation and amortization;

    interest expense and income;

    income tax benefit or provision;

    other expenses or income;

    equity in net income of affiliates;

    net income attributable to non-controlling interests;

    dividends allocated to preferred stockholders;

    revenue and expense adjustments to include results for the period from January 8 to February 7, 2019, for the Predecessor related to the International lag adjustment (see above discussion);

    deferred revenue purchase accounting adjustment;

    other incremental or reduced expenses from the application of purchase accounting (e.g. commission asset amortization);

    equity-based compensation;

    restructuring charges;

    merger and acquisition-related operating costs;

    transition costs primarily consisting of non-recurring incentive expenses associated with our synergy program;

    legal reserve and costs associated with significant legal and regulatory matters; and

    asset impairment.

Adjusted EBITDA Margin

        We calculate adjusted EBITDA margin by dividing adjusted EBITDA by adjusted revenue.

Adjusted Net Income

        We define adjusted net income as net (loss) income adjusted for the following items:

    revenue and expense adjustments to include results for the period from January 8 to February 7, 2019, for the Predecessor related to the International lag adjustment (see above discussion);

    deferred revenue purchase accounting adjustment;

    incremental amortization resulting from the application of purchase accounting;

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    other incremental or reduced expenses from the application of purchase accounting (e.g. commission asset amortization);

    equity-based compensation;

    restructuring charges;

    merger and acquisition-related operating costs;

    transition costs primarily consisting of non-recurring incentive expenses associated with our synergy program;

    legal reserve and costs associated with significant legal and regulatory matters;

    change in fair value of the make-whole derivative liability associated with the Series A Preferred Stock;

    asset impairment;

    non-recurring pension charges, related to pension settlement charge and actuarial loss amortization eliminated as a result of the Take-Private Transaction;

    merger, acquisition and divestiture-related non-operating costs; and

    tax effect of the non-GAAP adjustments and the impact resulting from the enactment of the 2017 Tax Cuts and Jobs Act and tax accounting method change in 2018. See Note 9 to the consolidated financial statements for further details.

        The following table reconciles GAAP revenue to adjusted revenue:

 
  Successor    
  Predecessor  
 
  Period
from
January 1 to
December 31,
2019
   
  Period
January 1,
2019 to
February 7,
2019
  Twelve
Months
Ended
December 31,
2018
  Twelve
Months
Ended
December 31,
2017
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
   
  (in millions)
 

Revenue

  $ 1,413.9       $ 178.7   $ 1,716.4   $ 1,742.5  

Deferred revenue purchase accounting adjustment

    138.9                 7.9  

International lag adjustment

            25.9          

Adjusted revenue

  $ 1,552.8       $ 204.6   $ 1,716.4   $ 1,750.4  

Foreign currency impact

    7.9         1.0     (1.4 )   1.8  

Adjusted revenue before the effect of foreign currency

  $ 1,421.8       $ 179.7   $ 1,715.0   $ 1,744.3  

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        The following table reconciles GAAP net (loss) income from continuing operations to adjusted EBITDA:

 
  Successor    
  Predecessor  
 
  Period
from
January 1 to
December 31,
2019
   
  Period
January 1,
2019 to
February 7,
2019
  Twelve
Months
Ended
December 31,
2018
  Twelve
Months
Ended
December 31,
2017
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
   
  (in millions)
 

Net (loss) income from continuing operations attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor)

  $ (674.0 )     $ (75.6 ) $ 288.1   $ 141.7  

Depreciation and amortization

    482.4         11.1     88.7     79.7  

Interest expense—net

    301.1         5.2     52.5     58.1  

(Benefit) provision for income tax—net

    (118.2 )       (27.5 )   81.6     179.7  

EBITDA

    (8.7 )       (86.8 )   510.9     459.2  

Other income (expense)—net

    154.8         86.0     3.3     4.2  

Equity in net income of affiliates

    (4.2 )       (0.5 )   (2.8 )   (2.8 )

Net income attributable to non-controlling interest

    6.5         0.8     6.2     4.1  

Dividends allocated to preferred stockholders

    114.0                  

International lag adjustment

            2.7          

Deferred revenue purchase accounting adjustment

    138.9                 7.9  

Other incremental or reduced expenses from the application of purchase accounting

    (20.7 )                

Equity-based compensation

    11.7         11.7     10.8     20.5  

Restructuring charges

    51.8         0.1     25.4     32.1  

Merger and acquisition-related operating costs

    156.0         52.0     11.6     15.0  

Transition costs

    37.7         0.3     0.3      

Legal reserve and costs associated with significant legal and regulatory matters

    (0.2 )           2.9     (7.7 )

Asset impairment

    3.4                  

Adjusted EBITDA

  $ 641.0       $ 66.3   $ 568.6   $ 532.5  

Adjusted EBITDA margin(a)

    41.3 %       32.4 %   33.1 %   30.4 %

(a)
Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by adjusted revenue.

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        The following table reconciles GAAP net (loss) income from continuing operations attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor) to adjusted net income (loss) attributable to Dun & Bradstreet Holdings, Inc.(Successor)/The Dun & Bradstreet Corporation (Predecessor):

 
  Successor    
  Predecessor  
 
  Period
from
January 1 to
December 31,
2019
   
  Period
January 1,
2019 to
February 7,
2019
  Twelve
Months
Ended
December 31,
2018
  Twelve
Months
Ended
December 31,
2017
 
 
   
 
 
   
 
 
   
 
 
   
 
 
   
   
  (in millions)
 

Net (loss) income from continuing operations attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor)

  $ (674.0 )     $ (75.6 ) $ 288.1   $ 141.7  

International lag adjustment

            2.7          

Deferred revenue purchase accounting adjustment

    138.9                 7.9  

Incremental amortization resulting from the application of purchase accounting

    435.0         3.0     31.1     31.5  

Other incremental or reduced expenses from the application of purchase accounting

    (20.7 )                

Equity-based compensation

    11.7         11.7     10.8     20.5  

Restructuring charges

    51.8         0.1     25.4     32.1  

Merger and acquisition-related operating costs

    156.0         52.0     11.6     15.0  

Transition costs

    37.7         0.3     0.3      

Legal reserve and costs associated with significant legal and regulatory matters

    (0.2 )           2.9     (7.7 )

Change in fair value of the make-whole derivative liability associated with the Series A Preferred Stock

    172.4                  

Asset impairment

    3.4                  

Pension charges

            89.4     41.3     37.9  

Merger, acquisition and divestiture-related non-operating costs

    (0.8 )       0.5     0.2     0.7  

Tax effect of the non-GAAP adjustments

    (180.8 )       (38.3 )   (28.5 )   (45.4 )

Impact of the 2017 Tax Cuts and Jobs Act

                14.1     79.0  

Impact of accounting method change(a)

                (13.4 )    

Adjusted net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor). 

  $ 130.4       $ 45.8   $ 383.9   $ 313.2  

(a)
The impact was related to a U.S. tax accounting method change approved by the Internal Revenue Service in April 2018. See Note 9 to the consolidated financial statements for further discussion.

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RISK FACTORS

        Investing in our common stock involves a high degree of risk. You should carefully consider the following risk factors and all of the information contained in this prospectus before purchasing our common stock. If any of the following risks occur, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our common stock could decline, and you may lose some or all of your investment.

Risks Related to Our Business and Operations

Our ability to implement and execute our strategic plans to transform the business may not be successful and, accordingly, we may not be successful in achieving our goals to transform our business, which could have a material adverse effect on our business, financial condition and results of operations.

        We may not be successful in developing and implementing our strategic plans to transform our businesses, including realigning management, simplifying and scaling technology, expanding and enhancing data and optimizing our client services. If the development or implementation of our plans are not successful, we may not produce the revenue, margins, earnings or synergies that we expect, including offsetting the impact of adverse economic conditions that may exist currently or develop in the future. We may also face delays or difficulties in implementing technological, organizational and operational improvements, including our plans to leverage our data insights in new functional areas and utilize existing data architecture to generate high contribution incremental revenue streams, which could adversely affect our ability to successfully compete. In addition, the costs associated with implementing such plans may be more than anticipated and we may not have sufficient financial resources to fund all of the desired or necessary investments required in connection with our plans. The existing and future execution of our strategic and operating plans to transform our business will, to some extent, also be dependent on external factors that we cannot control. In addition, these strategic and operational plans need to be continually reassessed to meet the challenges and needs of our business in order for us to remain competitive. The failure to implement and execute our strategic and operating plans in a timely manner or at all, realize or maintain the cost savings or other benefits or improvements associated with such plans, have financial resources to fund the costs associated with such plans or incur costs in excess of anticipated amounts, or sufficiently assess and reassess these plans could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to develop or sell solutions in a timely manner or maintain and enhance our existing client relationships, our ability to maintain or increase our revenue could be adversely affected.

        In order to keep pace with client demands for increasingly sophisticated solutions, to sustain expansion into growth industries and new markets and to maintain and grow our revenue, we must continue to innovate and introduce new solutions. The process of developing new solutions is complex and uncertain. Our industry solutions require extensive experience and knowledge from within the relevant industry. We must commit significant resources before knowing whether clients will accept new solutions. We may not be successful because of a variety of challenges, including planning or timing, technical hurdles, difficulty in predicting market demand, changes in regulation or a lack of appropriate resources. Additionally, even if we successfully develop new solutions, our existing clients might not accept these new solutions or new clients might not adopt our solutions due to operational constraints, high switching costs or general lack of market readiness.

        Furthermore, our ability to increase revenue will depend, in large part, on our ability to retain and enhance existing client relationships and increase the number of solutions our clients buy from us. Our ability to increase sales to existing clients depends on the quality of our data and solutions, clients' satisfaction with our solutions and their desire for additional solutions.

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        Failure to successfully develop and introduce new solutions or sell new or additional solutions to new or existing clients could have a material adverse effect on our business, financial condition and results of operations.

We face significant competition for our solutions, which may increase as we expand our business.

        We face significant competition for our solutions. We compete on the basis of differentiated solutions, datasets, analytics capabilities, ease of integration with our clients' technology, stability of services, client relationships, innovation and price. Our global and regional competitors vary in size, financial and technical capability, and in the scope of the products and services they offer. Some of our competitors may be better positioned to develop, promote and sell their products and services. Larger competitors may benefit from greater cost efficiencies and may be able to win business simply based on pricing. Our competitors may also be able to respond to opportunities before we do, by taking advantage of new technologies, changes in client requirements or market trends. In addition, we face competition from non-traditional and free data sources.

        Many of our competitors have extensive client relationships, including relationships with our current and potential clients. New competitors, or alliances among competitors, may emerge and gain significant market share. Existing or new competitors may develop products and services that are superior to our solutions or that achieve greater acceptance than our solutions. If we are unable to respond to changes in client requirements as quickly and effectively as our competition, our ability to expand our business and sell our solutions may be adversely affected.

        Additionally, our competitors often sell services at lower prices than us, individually or as part of integrated suites of several related services. This may cause our clients to purchase from our competitors rather than from us, which could result in reduced prices for certain solutions or the loss of clients. Price reductions by our competitors could also negatively impact our operating margins or harm our ability to obtain new long-term contracts or renewals of existing contracts on favorable terms. Additionally, some of our clients may develop their own solutions that replace the solutions they currently purchase from us or look to new technologies, which could result in lower revenue.

        We believe that our D-U-N-S Number and our ability to tie our data together with this unique identifier provides us with a strategic advantage by allowing for a global, end-to-end assessment of businesses throughout the world. However, some of our competitors and clients utilize their own unique identifiers, and clients have and may continue to adopt alternative standards to our D-U-N-S Number and stop using our solutions. For example, the General Services Administration announced in 2019 that it would transition away from the D-U-N-S Number for entity validation purposes and use a new entity identifier. In addition, public and commercial sources of free or relatively inexpensive business information have become increasingly available and this trend is expected to continue. To the extent the availability of free or relatively inexpensive business information increases, the demand for some of our solutions may decrease. If more clients adopt alternative standards to the D-U-N-S Number or look to these other sources of data, it could have a material adverse effect on our business, financial condition and results of operations.

        We also expect that there will be significant competition as we expand our business, and we may not be able to compete effectively against current and future competitors. If we are unable to compete successfully, it could have a material adverse effect on our business, financial condition and results of operations.

Our brand and reputation are key assets and a competitive advantage, and our business may be affected by how we are perceived in the marketplace.

        Our brand and reputation are key assets of our business and a competitive advantage. Our ability to attract and retain clients is highly dependent upon the external perceptions of our level of data

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quality, effective provision of solutions, business practices, including the actions of our employees, third-party providers, members of the WWN and other brand licensees, some of which may not be consistent with our policies and standards. Negative perception or publicity regarding these matters could damage our reputation with clients and the public, which could make it difficult for us to attract and maintain clients. Adverse developments with respect to our industry may also, by association, negatively impact our reputation, or result in higher regulatory or legislative scrutiny. Negative perceptions or publicity could have a material adverse effect on our business, financial condition and results of operations.

Unfavorable global economic conditions could have a material adverse effect on our business, financial condition and results of operations.

        Our business is impacted by general economic conditions and trends in the United States and abroad. Our largest clients, and therefore our business and revenues, depend on favorable macroeconomic conditions and are impacted by the availability of credit, the level and volatility of interest rates, inflation and employment levels. In addition, a significant amount of our revenues are concentrated among certain clients and in distinct geographic regions, particularly in the United States. Our solutions are also concentrated by varying degrees across different industries, particularly financial services, technology, communications, government, retail, transportation and manufacturing. Our client base suffers when financial markets experience volatility, illiquidity and disruption, which has occurred in the past and could reoccur in the future. The potential for increased and continuing disruptions going forward, present considerable risks to our business and revenue. Changes in the economy have resulted, and may continue to result in, fluctuations in volumes, pricing and operating margins for our solutions. These types of disruptions could lead to a decline in client demand for our solutions and could have a material adverse effect on our business, financial condition and results of operations.

An outbreak of disease, global or localized health pandemic or epidemic or a similar public health threat, or the fear of such an event, could have a material adverse effect on our business, financial condition and results operations.

        A significant outbreak of contagious diseases in the human population, such as the recent outbreak of novel coronavirus ("COVID-19"), could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could have an adverse effect on demand for our solutions and access to our data sources. Less than four months after being reported in Wuhan, China, the World Health Organization declared COVID-19 a pandemic on March 11, 2020—the first pandemic caused by a coronavirus. Disruptions in the financial markets could limit the ability or willingness of our clients to extend credit to their customers or cause our clients to constrain budgets, which could adversely impact demand for our data and analytics solutions. The U.S. and other governments abroad have implemented enhanced screening, quarantine requirements and travel restrictions in connection with the COVID-19 global pandemic. In addition to governmental measures, companies, including Dun & Bradstreet, are imposing, or may impose, temporary precautionary measures intended to help minimize the risk of the virus to employees, customers and communities, including requiring that employees work remotely and restricting non-essential travel. Given the breadth of our data, the large number of countries the data is sourced from and system requirements necessary to process and analyze such data, many of our employees and employees of our partners may be limited or unable to effectively work remotely. Further, our employees travel frequently to maintain relationships with and sell our solutions to our clients. Continued mandates that employees work remotely, prolonged travel restrictions or general economic uncertainty could negatively impact our suppliers' ability to provide us with data and services, our ability to deliver or market our solutions and client demand for our solutions. The extent of the impact of COVID-19 on our operational and financial performance will depend on future developments, including the duration and spread of the global pandemic and related travel advisories

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and quarantine or social distancing restrictions and impacts to the global markets, all of which are highly uncertain and cannot be predicted. Preventing the effects from and responding to this market disruption or any other public health threat, related or otherwise, could further impact demand for our solutions and could have a material adverse effect on our business, financial condition and results of operations.

Our international operations and our ability to expand our operations outside the United States are subject to economic, political and other inherent risks.

        We derive a portion of our revenues from clients outside the United States, and it is our intent to continue to expand our international operations. We have sales and technical support personnel in numerous countries worldwide. Expansion in international markets will require significant resources and management attention and will subject us to increased regulatory, economic and political risks.

        The solutions we offer in developed and emerging markets must match our clients' demand for those solutions. Due to price, limited purchasing power and differences in the development of our solutions, our solutions may not be accepted in any particular developed or emerging market, and our international expansion efforts may not be successful. Our business, financial condition and results of operations could be adversely affected by a variety of factors arising out of international commerce, some of which are beyond our control. These factors include:

    currency exchange rate fluctuations;

    foreign exchange controls that might prevent us from repatriating cash to the United States;

    difficulties in managing and staffing international offices;

    increased travel, infrastructure, legal and compliance costs of multiple international locations;

    terrorist activity, natural disasters and other catastrophic events;

    restrictions on the import and export of technologies or doing business with sanctioned countries, individuals and/or entities;

    difficulties in enforcing contracts and collecting accounts receivable;

    longer payment cycles;

    failure to meet quality standards for outsourced work;

    unfavorable tax rules;

    political and economic conditions in foreign countries, particularly in emerging markets;

    local regulations that could impact our data supply from foreign markets, including data localization and privacy laws;

    compliance with the "One China" policy;

    trade relations, including with China or that arise from the United Kingdom's vote to exit from the European Union commonly referred to as "Brexit";

    varying business practices in foreign countries;

    reduced protection for, or increased difficulty in enforcing, intellectual property rights;

    the presence and acceptance of varying level of business corruption in international markets; and

    foreign laws and regulatory requirements, including the United Kingdom Bribery Act 2010 and the U.S. Foreign Corrupt Practices Act ("FCPA").

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        For example, we self-reported certain payments and expenses made by two Chinese subsidiaries that may have been in violation of the FCPA. In April 2018, we agreed with the SEC to pay more than $9.0 million to resolve the FCPA charges arising from such actions. As we continue to expand internationally, our success will partially depend on our ability to anticipate and effectively manage these and other risks. Our failure to manage these risks could have material adverse effect on our business, financial condition and results of operations.

Data security and integrity are critically important to our business, and cybersecurity incidents, including cyberattacks, breaches of security, unauthorized access to or disclosure of confidential information, business disruption, or the perception that confidential information is not secure, could result in a material loss of business, regulatory enforcement, substantial legal liability and/or significant harm to our reputation.

        We collect, store and transmit a large amount of confidential company information on over 355 million total businesses as of December 31, 2019, including financial information and personal information. We operate in an environment of significant risk of cybersecurity incidents resulting from unintentional events or deliberate attacks by third parties or insiders, which may involve exploiting highly obscure security vulnerabilities or sophisticated attack methods. These cyberattacks can take many forms, but they typically have one or more of the following objectives, among others:

    obtain unauthorized access to confidential information;

    manipulate or destroy data; or

    disrupt, sabotage or degrade service on our systems.

        We have experienced and expect to continue to experience numerous attempts to access our computer systems, software, networks, data and other technology assets on a daily basis. The security and protection of our data is a top priority for us. We devote significant resources to maintain and regularly upgrade the wide array of physical, technical and contractual safeguards that we employ to provide security around the collection, storage, use, access and delivery of information we have in our possession. Despite our physical security, implementation of technical controls and contractual precautions to identify, detect and prevent the unauthorized access to and alteration and disclosure of our data, we cannot be certain that third party systems that have access to our systems will not be compromised or disrupted in the future, whether as a result of criminal conduct or other advanced, deliberate attacks by malicious actors, including hackers, nation states and criminals, breaches due to employee error or malfeasance, or other disruptions during the process of upgrading or replacing computer software or hardware, power outages, computer viruses, telecommunication or utility failures or natural disasters or other catastrophic events. Due to the sensitive nature of the information we collect, store and transmit, it is not unusual for efforts to occur (coordinated or otherwise) by unauthorized persons to attempt to obtain access to our systems or data, or to inhibit our ability to deliver products or services to a consumer or a business client.

        We must continually monitor and develop our information technology networks and infrastructure to prevent, detect, address and mitigate the risk of unauthorized access, misuse, computer viruses and other events that could have a security impact. The preventive actions we take to address cybersecurity risk, including protection of our systems and networks, may be insufficient to repel or mitigate the effects of cyberattacks as it may not always be possible to anticipate, detect or recognize threats to our systems, or to implement effective preventive measures against all cybersecurity risks. This is because, among other things:

    the techniques used in cyberattacks change frequently and may not be recognized until after the attacks have succeeded;

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    cyberattacks can originate from a wide variety of sources, including sophisticated threat actors involved in organized crime, sponsored by nation-states, or linked to terrorist or hacktivist organizations; and

    third parties may seek to gain access to our systems either directly or using equipment or security passwords belonging to employees, clients, third-party service providers or other users.

        Although we have not incurred material losses or liabilities to date as a result of any breaches, unauthorized disclosure, loss or corruption of our data or inability of our clients to access our systems, such events could disrupt our operations, subject us to substantial regulatory and legal proceedings and potential liability and fines, result in a material loss of business and/or significantly harm our reputation.

        We may not be able to immediately address the consequences of a cybersecurity incident because a successful breach of our computer systems, software, networks or other technology assets could occur and persist for an extended period of time before being detected due to, among other things:

    the breadth and complexity of our operations and the high volume of transactions that we process;

    the large number of clients, counterparties and third-party service providers with which we do business;

    the proliferation and increasing sophistication of cyberattacks; and

    the possibility that a third party, after establishing a foothold on an internal network without being detected, might obtain access to other networks and systems.

        The extent of a particular cybersecurity incident and the steps that we may need to take to investigate it may not be immediately clear, and it may take a significant amount of time before such an investigation can be completed and full and reliable information about the incident is known. While such an investigation is ongoing, we may not necessarily know the extent of the harm or how best to remediate it, and certain errors or actions could be repeated or compounded before they are discovered and remediated, any or all of which could further increase the costs and consequences of a cybersecurity incident.

        Due to concerns about data security and integrity, a growing number of legislative and regulatory bodies have adopted breach notification and other requirements in the event that information subject to such laws is accessed by unauthorized persons and additional regulations regarding the use, access, accuracy and security of such data are possible. In the United States, we are subject to laws that provide for at least 50 disparate notification regimes. Complying with such numerous and complex regulations in the event of unauthorized access would be expensive and difficult, and failure to comply with these regulations could subject us to regulatory scrutiny and additional liability.

        If we are unable to protect our computer systems, software, networks, data and other technology assets it could have a material adverse effect on our business, financial condition and results of operations.

A failure in the integrity of our data or the systems upon which we rely could harm our brand and result in a loss of sales and an increase in legal claims.

        The reliability of our solutions is dependent upon the integrity of the data in our global databases. We utilize single source providers in certain countries to support the needs of our clients globally and rely on members of our WWN to provide local data in certain countries. A failure in the integrity of our databases, or an inability to ensure that our usage of data is consistent with any terms or restrictions on such use, whether inadvertently or through the actions of a third party, could harm us by

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exposing us to client or third-party claims or by causing a loss of client confidence in our solutions. For example, we license data from third parties for inclusion in the data solutions that we sell to our clients, and while we have guidelines and quality control requirements in place, we do not have absolute control over such third parties' data collection and compliance practices. We may experience an increase in risks to the integrity of our databases as we acquire content through the acquisition of companies with existing databases that may not be of the same quality or integrity as our existing databases.

        In addition, there are continuous improvements in computer hardware, network operating systems, programming tools, programming languages, operating systems, data matching, data filtering and other database technologies and the use of the internet as well as emergence of new technologies. These improvements, as well as changes in client preferences or regulatory requirements or transitions to non-traditional or free data sources or new technologies, may require changes in the technology used to gather and process our data and deliver our solutions. Further, we rely on third-party technology contractors that have extensive knowledge of our systems and database technologies. The loss of these third-party contractors could negatively affect our ability to maintain and improve our systems. Our success will depend, in part, upon our ability to:

    internally develop and implement new and competitive technologies;

    use leading third-party technologies and contractors effectively;

    respond to changing client needs and regulatory requirements, including being able to bring our new solutions to the market quickly; and

    transition clients and data sources successfully to new interfaces or other technologies.

        We may not successfully implement new technologies, cause clients or data suppliers to implement compatible technologies or adapt our technology to evolving client, regulatory and competitive requirements. If we fail to respond, or fail to cause our clients or data suppliers to respond, to changes in technology, regulatory requirements or client preferences, the demand for our solutions, the delivery of our solutions or our market reputation could be adversely affected. Additionally, our failure to implement important updates or the loss of key third-party technology consultants could affect our ability to successfully meet the timeline for us to generate cost savings resulting from our investments in improved technology. Failure to achieve any of these objectives would impede our ability to deliver strong financial results.

        Although we are continually evolving the systems upon which we rely to sustain delivery of our solutions, meet client demands and support the development of new solutions and technologies, certain of our existing infrastructure is comprised of complex legacy technology that requires time and investment to upgrade without disruption to the business. We have in the past been subject to client and third-party complaints and lawsuits regarding our data, which have occasionally been resolved by the payment of monetary damages. We have also licensed, and we may license in the future, proprietary rights to third parties. While we attempt to ensure that the quality of our brand is maintained by the third parties to whom we grant such licenses and by clients, they may take actions that could materially adversely affect the value of our proprietary rights or our reputation, which could have a material adverse effect on our business, financial condition and results of operations.

If we experience system failures, personnel disruptions or capacity constraints, the delivery of our solutions to our clients could be delayed or interrupted, which could harm our business and reputation and result in the loss of revenues or clients.

        Our ability to provide reliable service largely depends on our ability to maintain the efficient and uninterrupted operation of our computer network, systems and data centers, some of which have been outsourced to third-party providers. In addition, we generate a significant amount of our revenues

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through channels that are dependent on links to telecommunications providers. Our systems, personnel and operations could be exposed to damage or interruption from fire, natural disasters, power loss, war, terrorist acts, civil disobedience, telecommunication failures, computer viruses, DDoS attacks or human error. We may not have sufficient redundant operations to cover a loss or failure of our systems in a timely manner. Any significant interruption could have a material adverse effect on our business, financial condition and results of operations.

We could lose our access to data sources, which could prevent us from providing our solutions.

        Our solutions depend extensively upon continued access to and receipt of data from external sources, including data received from clients, strategic partners and various government and public records repositories. In some cases, we compete with our data providers. Our data providers could stop providing data, provide untimely data or increase the costs for their data for a variety of reasons, including a perception that our systems are unsecure as a result of a data security incidents, budgetary constraints, a desire to generate additional revenue or for regulatory or competitive reasons. For example, the ability of our data providers to process and analyze such data may be constrained by government mandates to work remotely. We could also become subject to increased legislative, regulatory or judicial restrictions or mandates on the collection, disclosure or use or transfer of such data, in particular if such data is not collected by our providers in a way that allows us to legally use the data or cannot be transferred out of the country where it has been collected. We may not be successful in maintaining our relationships with these external data source providers or be able to continue to obtain data from them on acceptable terms or at all. Furthermore, we may not able to obtain data from alternative sources if our current sources become unavailable. If we were to lose access to this external data or if our access or use were restricted or were to become less economical or desirable, our ability to provide solutions could be negatively impacted, which could have a material adverse effect on our business, financial condition and results of operations.

We use software vendors and network and cloud providers in our business and if they cannot deliver or perform as expected or if our relationships with them are terminated or otherwise change it could have a material adverse effect on our business, financial condition and results of operations.

        Our ability to provide solutions to our clients requires that we work with certain third party providers, including software vendors and network and cloud providers, and depends on such third parties meeting our expectations in both timeliness, quality, quantity and economics. Our third party suppliers may be unable to meet such expectations due to a number of factors, including due to factors attributable to the COVID-19 global pandemic. We might incur significant additional liabilities if the services provided by these third parties do not meet our expectations, if they terminate or refuse to renew their relationships with us or if they were to offer their services to us on less advantageous terms. In addition, while there are backup systems in many of our operating facilities, we may experience an extended outage of network services supplied by these vendors or providers that could impair our ability to deliver our solutions, which could have a material adverse effect on our business, financial condition and results of operations.

We rely on our relationships with key long-term clients, business partners and government contracts for a substantial part of our revenue, the diminution or termination of which could have a material adverse effect on our business, financial condition and results of operations.

        We have long-standing relationships with a number of our clients, many of whom renew their contracts with us annually, which provides our clients with the opportunity to renegotiate their contracts with us, award more business to our competitors or utilize alternative data sources. We also provide our data and solutions to business partners who may combine them with their own and other brands and services and sell them to clients. Such business partners may terminate their agreements with us

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and compete with us by selling our data or solutions to our clients. We may not retain or renew existing agreements, maintain relationships with any of our clients or business partners on acceptable terms or at all, or collect amounts owed to us from insolvent clients or business partners.

        Market competition, business requirements, financial condition and consolidation through mergers or acquisitions, could also adversely affect our ability to continue or expand our relationships with our clients and business partners. There has been, and we expect there will continue to be, merger, acquisition and consolidation activity among our clients. If our clients merge with, or are acquired by, other entities that are not our clients, or that use fewer of our solutions, our revenue may be adversely impacted. Industry consolidation could also affect the base of recurring transaction-based revenue if consolidated clients combine their operations under one contract, since most of our contracts provide for volume discounts. In addition, our existing clients might leave certain geographic markets, which would no longer require them to purchase certain solutions from us and, consequently, we would generate less revenue than we currently expect.

        Further, we derive a portion of our revenue from direct and indirect sales to U.S., state, local and foreign governments and their respective agencies and our competitors are increasingly targeting such governmental agencies as potential clients. Such government contracts are subject to various procurement or other laws and regulations, as well as contractual provisions, and violations could result in the imposition of various civil and criminal penalties, termination of contracts, forfeiture of profits, suspension of payments, or suspension of future government contracting. In addition, these entities may require license terms that we are unwilling to agree to (e.g., open data rights). As such, we may lose government clients to our competitors, our government contracts may be terminated or not be renewed or we may be suspended from government work or the ability to compete for new contracts.

        The loss or diminution of one or more of our key clients, business partners or government contracts could have a material adverse effect on our business, financial condition and results of operations.

We depend, in part, on strategic alliances, joint ventures and acquisitions to grow our business. If we are unable to make strategic acquisitions and develop and maintain these strategic alliances and joint ventures, our growth may be adversely affected.

        An important focus of our business is to identify business partners who can enhance our solutions and enable us to develop solutions that differentiate us from our competitors. We have entered into several alliance agreements or license agreements with respect to certain of our datasets and solutions and may enter into similar agreements in the future. These arrangements may require us to restrict our use of certain of our solutions among certain client industries, or to grant licenses on terms that ultimately may prove to be unfavorable to us, either of which could have a material adverse effect on our business, financial condition or results of operations. Relationships with our alliance agreement partners may include risks due to incomplete information regarding the marketplace and commercial strategies of our partners, and our alliance agreements or other licensing agreements may be the subject of contractual disputes. If we or our alliance agreements' partners are not successful in maintaining or commercializing the alliance agreements' solutions, such commercial failure could have a material adverse effect on our business, financial condition and results of operations.

        In addition, a significant strategy for our international expansion is to establish operations through strategic alliances or joint ventures, including through our WWN. These arrangements may not be successful and our relationships with our partners may not be mutually beneficial. For example, some of our WWN relationships may limit our ability to expand our international operations if one of our WWN partners already covers a particular geography. In addition, the terms of such relationships may restrict us from doing business in certain territories other than through such alliances or ventures, and we may be restricted in our ability to terminate such arrangements quickly if they no longer prove

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beneficial to us. Moreover, our ownership in and control of our foreign investments may be limited by local law. If these relationships cannot be established or maintained, it could have a material adverse effect on our business, financial condition and results of operations.

We may be unable to protect our intellectual property adequately or cost-effectively, which may cause us to lose market share or force us to reduce our prices. We also rely on trade secrets and other forms of unpatented intellectual property that may be difficult to protect.

        Our success depends, in part, on our ability to protect and preserve the proprietary aspects of our technology and solutions such as our proprietary software and databases. If we are unable to protect our intellectual property, including trade secrets and other unpatented intellectual property, our competitors could use our intellectual property to market and deliver similar solutions, decreasing the demand for our solutions. We rely on the patent, copyright, trademark, trade secret and other intellectual property laws of the United States and other countries, as well as contractual restrictions, such as nondisclosure agreements, to protect and control access to our proprietary intellectual property. These measures afford limited protection, however, in particular in regard to protection of databases, and may be inadequate. Moreover, much of the data contained in our databases is not proprietary to us. We may be unable to prevent third parties from using our proprietary assets without our authorization or from breaching any contractual restrictions with us. Enforcing our rights could be costly, time-consuming, distracting and harmful to significant business relationships. Claims that a third party illegally obtained and is using trade secrets can be difficult to prove, and courts outside the United States may be less willing to protect trade secrets or other intellectual property rights. Additionally, others may independently develop non-infringing technologies that are similar or superior to ours. Any significant failure or inability to adequately protect and control our proprietary assets may harm our business and reduce our ability to compete.

We may face claims for intellectual property infringement, which could subject us to monetary damages or limit us in using some of our technologies or providing certain solutions.

        There has been substantial litigation in the United States regarding intellectual property rights in the information technology industry. We may face claims that we infringe on the intellectual property rights of third parties, including the intellectual property rights of third parties in other countries, which could result in a liability to us. Historically, patent applications in the United States and some foreign countries have not been publicly disclosed until 18 months following submission of the patent application, and we may not be aware of currently filed patent applications that relate to our solutions or processes. If patents are later issued on these applications, we may be liable for infringement. In the event that claims are asserted against us, we may be required to obtain licenses from third parties (if available on acceptable terms or at all). Any such claims, regardless of merit, could be time consuming and expensive to litigate or settle, divert the attention of management and materially disrupt the conduct of our business, and we may not prevail. Intellectual property infringement claims against us could subject us to liability for damages and restrict us from providing solutions or require changes to certain solutions. Although our policy is to obtain licenses or other rights where necessary, we may not have obtained all required licenses or rights. If a successful claim of infringement is brought against us and we fail to develop non-infringing solutions, or to obtain licenses on a timely and cost-effective basis, it could have a material adverse effect on our business, financial condition and results of operations.

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We are subject to subscription and payment processing risk from our third-party vendors and any disruption to such processing systems could have a material adverse effect on our business, financial condition and results of operations.

        We rely on a third-party subscription management platform to process the subscription plans and billing frequencies of our clients. In addition, we rely primarily on third parties for credit card payment processing services. If these third-party vendors were to experience an interruption, delay or outages in service and availability, we may be unable to process new and renewing subscriptions or credit card payments. Furthermore, if these third-party vendors experience a cybersecurity breach affecting data related to services provided to us, we could experience reputational damage or incur liability. Although alternative providers may be available to us, we may incur significant expense and research and development efforts to deploy any alternative providers. To the extent there are disruptions in our or third-party subscription and payment processing systems, we could experience revenue loss, accounting issues and harm to our reputation and client relationships, which could have a material adverse effect on our business, financial condition and results of operations.

When we engage in acquisitions, investments in new businesses or divestitures of existing businesses, we will face risks that could have a material adverse effect on our business, financial condition and results of operations.

        Acquisitions are part of our growth strategy. We may acquire or make investments in businesses that offer new or complementary solutions and technologies. Acquisitions may not be completed on favorable terms and acquired assets, data or businesses may not be successfully integrated into our operations. Any acquisitions or investments will include risks commonly encountered in acquisitions of businesses, including:

    failing to achieve the financial and strategic goals for the acquired business;

    paying more than fair market value for an acquired company or assets;

    failing to integrate the operations and personnel of the acquired businesses in an efficient and timely manner;

    disrupting our ongoing businesses;

    distracting management focus from our existing businesses;

    acquiring unanticipated liabilities;

    failing to retain key personnel;

    incurring the expense of an impairment of assets due to the failure to realize expected benefits;

    damaging relationships with employees, clients or strategic partners;

    diluting the share value of existing stockholders; and

    incurring additional debt or reducing available cash to service our existing debt.

        Any divestitures will be accompanied by the risks commonly encountered in the sale of businesses, which may include:

    disrupting our ongoing businesses;

    reducing our revenues;

    losing key personnel;

    distracting management focus from our existing businesses;

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    indemnification claims for breaches of representations and warranties in sale agreements;

    damaging relationships with employees and clients as a result of transferring a business to new owners; and

    failure to close a transaction due to conditions such as financing or regulatory approvals not being satisfied.

        These risks could have a material adverse effect on our business, financial condition and results of operations, particularly if they occur in the context of a significant acquisition or divestiture. Acquisitions of businesses having a significant presence outside the United States will increase our exposure to the risks of conducting operations in international markets.

Our senior leadership team is critical to our continued success, and the loss of such personnel could have a material adverse effect on our business, financial condition and results of operations.

        Our future success substantially depends on the continued service and performance of the members of our senior leadership team. These personnel possess business and technical capabilities that are difficult to replace. We have attempted to mitigate this risk by entering into employment contracts with the members of our senior management operating team and providing long-term incentive compensation with multi-year vesting provisions. If we lose key members of our senior management operating team or are unable to effect smooth transitions from one executive to another as part of our succession plan, we may not be able to effectively manage our current operations or meet ongoing and future business challenges, and this could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to attract and retain the skilled employees that we need to support our business.

        Our success depends on our ability to attract and retain experienced management, sales, research and development, analytics, marketing and technical support personnel. If any of our key personnel were unable or unwilling to continue in their present positions, it may be difficult to replace them and our business could be seriously harmed. If we are unable to find qualified successors to fill key positions as needed, our business could be seriously harmed. The complexity of our solutions requires trained client service and technical support personnel. We may not be able to hire and retain such qualified personnel at compensation levels consistent with our compensation structure. Some of our competitors may be able to offer more attractive terms of employment. In addition, we invest significant time and expense in training our employees, which increases their value to competitors who may seek to recruit them. If we fail to retain our employees, we could incur significant expense replacing employees and our ability to provide quality solutions could diminish, which could have a material adverse effect on our business, financial condition and results of operations.

Certain of our executive officers and directors have or will have interests and positions that could present potential conflicts and demands on their time.

        We are party to a variety of related party agreements and relationships with our Investor Consortium or their affiliates. Our Chief Executive Officer, Anthony M. Jabbour, also serves as the Chief Executive Officer of Black Knight, which may require him to devote a significant amount of time to Black Knight. Five of our eight directors, including Messrs. Foley, Jabbour, Hagerty, Massey and Rao also serve on the board of directors of Black Knight. Mr. Foley also serves as Chairman of the board of directors of Cannae and our director Richard N. Massey serves as Chief Executive Officer and a director of Cannae.

        As a result of the foregoing, there may be circumstances where Mr. Jabbour, Mr. Foley and certain of our other directors may be subject to conflicts of interest with respect to, among other things: (i) our

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ongoing or future relationships with members or affiliates of the Investor Consortium, including any related party agreements; (ii) the quality, pricing and other terms associated with services that we provide to members or affiliates of the Investor Consortium, or that they provide to us, under related party agreements that we may have now or in the future; (iii) business opportunities arising for any of us, members or affiliates of the Investor Consortium; and (iv) conflicts of time with respect to matters potentially or actually involving or affecting us.

        We have in place a code of conduct prescribing procedures for managing conflicts of interest. Our chief compliance officer and audit committee take responsibility for the review, approval or ratification of any potential conflicts of interest transactions. Additionally, we expect that interested directors will abstain from decisions with respect to conflicts of interest as a matter of practice. However, there can be no assurance that such measures will be effective, that we will be able to resolve all potential conflicts or that the resolution of any such conflicts will be no less favorable to us than if we were dealing with an unaffiliated third party. See "Certain Relationships and Related Party Transactions."

Certain estimates of market opportunity, forecasts of market growth and our operating metrics included in this prospectus may prove to be inaccurate.

        Market opportunity estimates and growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The estimates and forecasts in this prospectus relating to the size and expected growth of our target market may prove to be inaccurate. Even if the markets in which we compete meet the size estimates and growth forecasted in this prospectus, our business could fail to grow at similar rates, if at all. For more information regarding the estimates of market opportunity and the forecasts of market growth included in this prospectus, see "Business—Our Market Opportunity."

We are subject to various governmental regulations, laws and orders, compliance with which may cause us to incur significant expenses or reduce the availability or effectiveness of our solutions, and the failure to comply with which could subject us to civil or criminal penalties or other liabilities.

        We are subject to various government regulations, such as the Federal Trade Commission Act ("FTC Act") in the United States, the GDPR in the United Kingdom and various other international, federal, state and local laws and regulations. See "Business—Regulatory Matters" for a description of select regulatory regimes to which we are subject. These laws and regulations, which generally are designed to protect the privacy of information relating to individuals and to prevent the unauthorized collection, access to and use of personal or confidential information available in the marketplace and prohibit certain deceptive and unfair acts, are complex and have tended to become more stringent over time. Further, these laws and regulations may change or be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible they will be interpreted and applied in ways that will materially and adversely affect our business. For example, several U.S. states have recently introduced and passed legislation to expand data security breach notification rules and to expand the scope of privacy protections provided. We already incur significant expenses in our attempt to ensure compliance with these laws.

        Some of these state laws are intended to provide consumers (including sole proprietors) with greater transparency and control over their personal data. For example, the CCPA, which became effective January 1, 2020, applies to certain businesses that collect personal information from California residents, provides for penalties for noncompliance of up to $7,500 per violation, and establishes several rights for California residents, including a right to know what personal information is being collected about them and whether and to whom it is sold, a right to access their personal information and have it deleted, a right to opt out of the sale of their personal information and a right to equal service and price regardless of exercise of these rights. Implementing regulations from the California Attorney General that may clarify the CCPA are not likely to go into effect before July 1, 2020. Until then, it remains unclear how various provisions of the CCPA will be interpreted and enforced. The effects of this legislation potentially are far-reaching and may require us to modify our data processing practices and policies and to incur substantial costs and expenses in an effort to comply.

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        The following legal and regulatory developments also could have a material adverse effect on our business, financial condition or results of operations:

    changes in cultural and consumer attitudes in favor of further restrictions on information collection use and transfer, which may lead to regulations that prevent full utilization of our solutions and impair our ability to transfer data cross-borders;

    failure of data suppliers or clients to comply with laws or regulations, where mutual compliance is required;

    failure of our solutions to comply with current laws and regulations; and

    failure to adapt our solutions to changes in the regulatory environment in an efficient, cost-effective manner.

        Changes in applicable legislation or regulations that restrict or dictate how we collect, maintain, combine and disseminate information could have a material adverse effect on our business, financial condition or results of operations. In the future, we may be subject to significant additional expense to ensure continued compliance with applicable laws and regulations and to investigate, defend or remedy actual or alleged violations. Moreover, our compliance with privacy laws and regulations and our reputation depend in part on our clients' and business partners' adherence to privacy laws and regulations and their use of our solutions in ways consistent with client expectations and regulatory requirements. Businesses today are under intense scrutiny to comply with an ever-expanding and evolving set of data regulatory requirements, which can vary by geography and industry served. As such, performing adequate diligence on clients and suppliers can be cumbersome and dampen the pace of their business expansion or leave a business exposed to fines and penalties. Further, certain of the laws and regulations governing our business are subject to interpretation by judges, juries and administrative entities, creating substantial uncertainty for our business. We cannot predict what effect the interpretation of existing or new laws or regulations may have on our business.

Current and future litigation, investigations or other actions against us could be costly and time consuming to defend.

        We are from time to time subject to legal proceedings and claims that arise in the ordinary course of business, such as claims brought by our clients in connection with commercial disputes, defamation claims by subjects of our reporting, employment claims made by our current or former employees and regulatory investigations or other proceedings by state and federal regulators. We are currently responding to a second civil investigative demand from the U.S. Federal Trade Commission ("FTC") that we received in September 2019 in relation to an investigation by the FTC into potential violations of Section 5 of the FTC Act, primarily concerning our credit managing and monitoring products, such as CreditBuilder. This and other regulatory investigations may result in the assessment of fines for violations of laws or regulations or settlements resulting in a variety of remedies. While we have been working, and will continue to work, cooperatively with the FTC, the matter is ongoing and we cannot predict the outcome at this time.

        We may incur material costs and expenses in connection with any investigations or claims, including but not limited to fines or penalties and legal costs, or be subject to other remedies, any of which could have a material adverse effect on our business, financial condition and results of operations. Insurance may not cover such investigations and claims, may not be sufficient for one or more such investigations and claims and may not continue to be available on terms acceptable to us. An investigation or claim brought against us that is uninsured or underinsured could result in unanticipated costs, management distraction or reputational harm, which could have a material adverse effect on our business, financial condition and results of operations.

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If we experience changes in tax laws or adverse outcomes resulting from examination of our tax returns, it could have a material adverse effect on our business, financial condition and results of operations.

        We are subject to federal, state and local income and other taxes in the United States and in foreign jurisdictions. From time to time U.S. federal, state, local and foreign governments make substantive changes to tax rules and the application thereof, which could result in materially different corporate taxes than would be incurred under existing tax law or interpretation and could adversely impact profitability. Governments have strengthened their efforts to increase revenues through changes in tax law, including laws regarding transfer pricing, economic presence and apportionment to determine the tax base.

        Consequently, significant judgment is required in determining our worldwide provision for income taxes. Our future effective tax rates and the value of our deferred tax assets could be adversely affected by changes in tax laws. In addition, we are subject to the examination of our income tax returns and other tax authorities in the United States and in foreign jurisdictions. We regularly assess the likelihood of adverse outcomes resulting from such examinations to determine the adequacy of our provision for income taxes and reserves for other taxes. Although we believe we have made appropriate provisions for taxes in the jurisdictions in which we operate, changes in tax laws, or challenges from tax authorities under existing tax laws could have a material adverse effect on our business, financial condition and results of operations.

        On December 22, 2017, a law commonly known as the Tax Cuts and Jobs Act (the "2017 Act") was enacted in the United States. Among other things, the Act reduces the U.S. corporate income tax rate to 21 percent and implements a new system of taxation for non-U.S. earnings, including by imposing a one-time tax on the deemed repatriation of undistributed earnings of non-U.S. subsidiaries. In the absence of guidance on various uncertainties and ambiguities in the application of certain provisions of the Act, we have used what we believe are reasonable interpretations and assumptions in applying the Act, but it is possible that the Internal Revenue Service ("IRS") or the Financial Accounting Standards Board could issue subsequent guidance or take positions that differ from our prior interpretations and assumptions, which could have a material adverse effect on our business, financial condition and results of operations.

We have recorded a substantial amount of goodwill as a result of the Take-Private Transaction, and an economic downturn could cause the goodwill to become impaired, requiring write-downs that could have a material adverse effect on our business, financial condition, results of operations.

        Goodwill recorded on our balance sheet was approximately $            , or approximately        % of our total assets, as of December 31, 2019. We are required to test goodwill and any other intangible assets with an indefinite life for possible impairment on an annual basis and on an interim basis if there are indicators of a possible impairment. We are also required to evaluate amortizable intangible assets and property, plant and equipment for impairment if there are indicators of a possible impairment.

        There is significant judgment required in the analysis of a potential impairment of goodwill, identified intangible assets and property, plant and equipment. If, as a result of a general economic slowdown, deterioration in one or more of the markets in which we operate or impairment in our financial performance and/or future outlook, the estimated fair value of our long-lived assets decreases, we may determine that one or more of our long-lived assets is impaired. An impairment charge would be determined based on the estimated fair value of the assets and any such impairment charge could have a material adverse effect on our business, financial condition and results of operations.

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Our pension plans are subject to financial market risks that could have a material adverse effect on our business, financial condition and results of operations.

        We have significant pension plan assets and funding obligations. The performance of the financial and capital markets impacts our plan expenses and funding obligations. Decreases in market interest rates, decreases in the fair value of plan assets and investment losses on plan assets will increase our funding obligations, and could have a material adverse effect on our business, financial condition and results of operations.

We are subject to losses from risks for which we do not insure.

        For certain risks, we do not maintain insurance coverage because of cost and/or availability. Because we retain some portion of insurable risks, and in some cases retain our risk of loss completely, unforeseen or catastrophic losses in excess of insured limits could have a material adverse effect on our business, financial condition and results of operations.

Risks Related to Our Indebtedness

Our substantial indebtedness could have a material adverse effect on our financial condition and our ability to operate our business or react to changes in the economy or our industry, prevent us from fulfilling our obligations and could divert our cash flow from operations for debt payments.

        We have a substantial amount of indebtedness, which require significant interest and principal payments. As of December 31, 2019, we had $4,043.0 million in total indebtedness outstanding, consisting of term loan borrowings (the "New Term Loan Facility") under our senior secured credit facilities (the "New Senior Secured Credit Facilities"), senior secured and unsecured notes (the "New Notes") and our repatriation bridge facility (the "New Repatriation Bridge Facility"). After giving effect to the repayment of the New Repatriation Bridge Facility in February 2020 and borrowings made under our revolving credit facility (the "New Revolving Facility") during the first quarter of 2020, we would have had $4,180.0 million in total indebtedness outstanding as of December 31, 2019. In addition, subject to the limitations contained in the credit agreements governing our New Senior Secured Credit Facilities and the indentures governing our New Notes, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions or for other purposes. If we do so, the risks related to our high level of debt could increase. This substantial amount of indebtedness could have important consequences to us, including the following:

    it may be difficult for us to satisfy our obligations, including debt service requirements under our outstanding indebtedness;

    our ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions or other general corporate purposes may be impaired;

    requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on our indebtedness, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures, future business opportunities and other purposes;

    we will be more vulnerable to economic downturns and adverse industry conditions and our flexibility to plan for, or react to, changes in our business or industry will be more limited;

    our ability to capitalize on business opportunities and to react to competitive pressures, as compared to our competitors, may be compromised due to our high level of indebtedness and the restrictive covenants in our credit agreements and indentures;

    our ability to borrow additional funds or to refinance indebtedness may be limited; and

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    it may cause potential or existing clients or vendors to not contract with us due to concerns over our ability to meet our financial obligations.

        For additional information, see "Description of Material Indebtedness."

Despite our indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt, which could further exacerbate the risks associated with our substantial leverage.

        We and our subsidiaries may be able to incur substantial additional indebtedness. Although the agreements governing our indebtedness contain restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of qualifications and exceptions, and the indebtedness that may be incurred in compliance with these restrictions could be substantial. Further, the restrictions in such agreements do not prevent us from incurring obligations, such as trade payables, that do not constitute indebtedness as defined in such debt instruments.

We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our obligations.

        We are a holding company that does not conduct any business operations of our own. As a result, we are largely dependent upon cash transfers in the form of intercompany loans and receivables from our subsidiaries to meet our obligations. The deterioration of the earnings from, or other available assets of, our subsidiaries for any reason also could limit or impair their ability to pay dividends or make other distributions to us.

We may be unable to service our indebtedness.

        Our ability to make scheduled payments on and to refinance our indebtedness, depends on and is subject to our financial and operating performance, which in turn is affected by general and regional economic, financial, competitive, business and other factors and reimbursement actions of governmental and commercial payors, all of which are beyond our control, including the availability of financing in the international banking and capital markets. Lower net revenues before provision for uncollectibles, or higher provision for uncollectibles, generally will reduce our cash flow. We may not generate sufficient cash flow from operations, realize anticipated cost savings and operating improvements or be able to borrow sufficient funds to service or refinance our indebtedness or fund our other liquidity needs.

        If we are unable to meet our debt service obligations or to fund our other liquidity needs, we will need to restructure or refinance all or a portion of our indebtedness, which could cause us to default on our debt obligations and impair our liquidity. Our ability to restructure or refinance our indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our indebtedness could be at higher interest rates and may require us to comply with more onerous covenants that could further restrict our business operations.

        Moreover, in the event of a default, the holders of our indebtedness could elect to declare all the funds borrowed to be due and payable, together with accrued and unpaid interest, if any. The lenders under the New Revolving Facility could also elect to terminate their commitments thereunder, cease making further loans, and institute foreclosure proceedings against their collateral, and we could be forced into bankruptcy or liquidation. If we breach our covenants under the credit facilities, we would be in default thereunder. The lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

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The agreements governing our indebtedness impose significant operating and financial restrictions on us, which may restrict our ability to pursue our business strategies and capitalize on business opportunities.

        The agreements governing our indebtedness each impose significant operating and financial restrictions on us. These restrictions limit the ability of certain of our subsidiaries to, among other things:

    incur or guarantee additional debt or issue disqualified stock or preferred stock;

    pay dividends and make other distributions on, or redeem or repurchase, capital stock;

    make certain investments;

    incur certain liens;

    enter into transactions with affiliates;

    merge or consolidate;

    enter into agreements that restrict the ability of restricted subsidiaries to make dividends or other payments to the issuer or the guarantors;

    designate restricted subsidiaries as unrestricted subsidiaries; and

    transfer or sell assets.

        As a result of these restrictions, we are limited as to how we conduct our business, and we may be unable to raise additional debt or equity financing to compete effectively or to take advantage of new business opportunities. The terms of any future indebtedness we may incur could include more restrictive covenants.

        Our failure to comply with the restrictive covenants described above as well as other terms of our indebtedness and/or the terms of any future indebtedness from time to time could result in an event of default, which, if not cured or waived, could result in our being required to repay these borrowings before their due date. If we are forced to refinance these borrowings on less favorable terms or cannot refinance these borrowings, it could have a material adverse effect on our business, financial condition and results of operations. See "Description of Material Indebtedness."

A decline in our operating results or available cash could cause us to experience difficulties in complying with covenants contained in more than one agreement, which could result in bankruptcy or liquidation.

        If we were to sustain a decline in our operating results or available cash, we could experience difficulties in complying with the financial covenants contained in our credit agreements. The failure to comply with such covenants could result in an event of default and by reason of cross-acceleration or cross-default provisions, other indebtedness may then become immediately due and payable. In addition, should an event of default occur, the lenders of such debt could elect to terminate their commitments thereunder, cease making loans and institute foreclosure proceedings against our assets, and we could be forced into bankruptcy or liquidation. If our operating performance declines, we may need to obtain waivers from the required lenders under our credit facilities to avoid being in default. If we breach our covenants under our credit facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default, the lenders could exercise their rights, as described above, and we could be forced into bankruptcy or liquidation.

The interest rates of loans under our Credit Agreement are priced using a spread over LIBOR.

        LIBOR, the London interbank offered rate, is the basic rate of interest used in lending between banks on the London interbank market and is widely used as a reference for setting the interest rate on loans globally. We typically use LIBOR as a reference rate for the New Senior Secured Credit

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Facilities under our Credit Agreement such that the interest due to the applicable lenders with respect to a term loan or revolving loan under our New Senior Secured Credit Facilities is calculated using LIBOR plus an applicable spread above LIBOR. On July 27, 2017, the United Kingdom's Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear whether or not new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering replacing U.S. Dollar LIBOR with a new index calculated by short term repurchase agreements, backed by Treasury securities. If LIBOR ceases to be available, we may seek to amend the Credit Agreement to replace LIBOR with a new standard to the extent one is established. At this time, due to a lack of consensus as to what rate or rates may become accepted alternatives to LIBOR, it is impossible to predict the effect of any such alternatives on our liquidity, interest expense, or the value of the New Term Loan Facility, New Revolving Facility or New Repatriation Bridge Facility.

Risks Related to Our Initial Public Offering and Ownership of Our Common Stock

An active, liquid trading market for our common stock may never develop or be sustained.

        We intend to apply to list our common stock on the NYSE or NASDAQ under the symbol "DNB." However, we cannot predict the extent to which investor interest in our company will lead to the development of an active trading market or how liquid that market may become. If an active trading market does not develop, you may have difficulty selling any of our shares that you purchase. The initial public offering price of our common stock will be determined by negotiation between us and the underwriters, and may not be indicative of prices that will prevail after the completion of this offering. The market price of our common stock may decline below the initial public offering price, and you may not be able to resell your shares at, or above, the initial public offering price.

The price of our common stock may be volatile and you could lose all or part of your investment.

        Securities markets worldwide have experienced in the past, and are likely to experience in the future, significant price and volume fluctuations. This market volatility, as well as general economic, market or political conditions could reduce the market price of our common stock, regardless of our results of operations. The trading price of our common stock is likely to be highly volatile and could be subject to wide price fluctuations in response to various factors, including, among other things, the risk factors described herein and other factors beyond our control. Factors affecting the trading price of our common stock could include:

    our operating performance and the performance of our competitors and fluctuations in our operating results;

    the public's reaction to our press releases, our other public announcements and our filings with the SEC;

    announcements by us or our competitors of new products, services, strategic investments or acquisitions;

    actual or anticipated variations in our or our competitors' operating results, and our and our competitors' growth rates;

    failure by us or our competitors to meet analysts' projections or guidance that we or our competitors may give the market;

    changes in laws or regulations, or new interpretations or applications of laws and regulations, that are applicable to our business;

    changes in accounting standards, policies, guidance, interpretations or principles;

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    the arrival or departure of key personnel;

    the number of shares to be publicly traded after this offering;

    future sales or issuances of our common stock, including sales or issuances by us, our officers or directors and our significant stockholders; and

    other developments affecting us, our industry or our competitors.

        These and other factors may cause the market price and demand for shares of our common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of common stock and may otherwise negatively affect the liquidity of our common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock sometimes have instituted securities class action litigation against the company that issued the stock. Securities litigation against us, regardless of the merits or outcome, could result in substantial costs and divert the time and attention of our management from our business, which could have a material adverse effect on our business, financial condition and results of operations.

If securities or industry analysts do not publish research or reports about our business or publish inaccurate or negative reports, our stock price could decline.

        The trading market for our common stock will be influenced in part by the research and reports that industry or securities analysts may publish about us, our business, our market or our competitors. If no securities or industry analysts commence coverage of our company, the trading price for our stock would be negatively impacted. If we obtain securities or industry analyst coverage and one or more of these analysts initiate research with an unfavorable rating or downgrade our common stock, provide a more favorable recommendation about our competitors, publish inaccurate or unfavorable research about our business or cease coverage of our company, we could lose visibility in the financial markets, which in turn could cause our stock price and trading volume to decline.

Future sales of our common stock in the public market could cause the market price of our common stock to decrease significantly.

        Sales of substantial amounts of our common stock in the public market following this offering by our existing stockholders or by persons who acquire shares in this offering may cause the market price of our common stock to decrease significantly.

        In connection with this offering, our officers, directors and holders of approximately        % of our outstanding common stock entered into lock-up agreements with the underwriters of this offering that, subject to certain exceptions, prohibit the signing party from selling, contracting to sell or otherwise disposing of any common stock or securities that are convertible or exchangeable for common stock or entering into any arrangement that transfers the economic consequences of ownership of our common stock for a period of up to 180 days from the date of this prospectus filed in connection with this offering, although the representatives of the underwriters may, in their sole discretion and at any time without notice, release all or any portion of the securities subject to these lock-up agreements. Upon a request to release any shares subject to a lock-up, the representatives of the underwriters would consider the particular circumstances surrounding the request including, but not limited to, the length of time before the lock-up expires, the number of shares requested to be released, reasons for the request, the possible impact on the market for our common stock and whether the holder of our shares requesting the release is an officer, director or other affiliate of ours.

        Additionally, following the completion of this offering, our Investor Consortium will collectively beneficially own approximately        % of our common stock (or approximately         % if the underwriters exercise their option to purchase additional shares in full). We expect to enter into a registration rights agreement with our Investor Consortium pursuant to which they will have the right

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to demand that we register shares of common stock held by them under the Securities Act and that we include any such shares in any registration statement that we file with the SEC, subject to certain exceptions. See "Certain Relationships and Related Party Transactions—Registration Rights Agreement." If the shares of common stock held by our Investor Consortium are registered for resale pursuant to such registration rights agreement, they will be freely tradeable. In the event such registration rights are exercised and a large number of shares of our common stock are sold in the public market, such sales could reduce the trading price of our common stock.

        Further, we intend to adopt an equity incentive plan pursuant to which stock options to purchase shares of common stock and other stock-based awards are anticipated to be issued from time to time to our officers, directors, consultants and key employees. We intend to file a registration statement registering under the Securities Act            shares of common stock reserved for issuance under our equity incentive plan.

        As restrictions on resale expire or as shares are registered, our share price could drop significantly if the holders of these restricted or newly registered shares sell them or are perceived by the market as intending to sell them. These sales, or the possibility that these sales may occur, might also make it more difficult for us to raise capital through the sale of equity securities at a time and at a price that we deem appropriate.

        See "Shares Eligible for Future Sale" for a more detailed description of the shares that will be available for future sales upon completion of this offering.

We do not intend to pay dividends for the foreseeable future.

        We may retain future earnings, if any, for future operations, expansion and debt repayment and have no current plans to pay any cash dividends for the foreseeable future. As a result of our current dividend policy, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it. Any future determination to declare and pay cash dividends will be at the discretion of our board of directors and will depend on, among other things, our financial condition, results of operations, cash requirements, contractual restrictions and such other factors as our board of directors deems relevant. Our ability to pay dividends depends on our receipt of cash dividends from our operating subsidiaries, which may further restrict our ability to pay dividends as a result of the laws of their jurisdiction of organization or agreements of our subsidiaries, including agreements governing our indebtedness. For more information, see "Dividend Policy."

Claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

        Our amended and restated certificate of incorporation and amended and restated bylaws provide that we will indemnify our directors and officers, in each case, to the fullest extent permitted by Delaware law. Pursuant to our amended and restated certificate of incorporation, our directors will not be liable to us or any stockholders for monetary damages for any breach of fiduciary duty, except (i) for acts that breach his or her duty of loyalty to the company or its stockholders, (ii) for acts or omissions without good faith or involving intentional misconduct or knowing violation of the law, (iii) pursuant to Section 174 of the Delaware General Corporation Law (the "DGCL") or (iv) for any transaction from which the director derived an improper personal benefit. The bylaws also require us, if so requested, to advance expenses that such director or officer incurred in defending or investigating a threatened or pending action, suit or proceeding, provided that such person will return any such advance if it is ultimately determined that such person is not entitled to indemnification by us. Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.

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We will elect to take advantage of the "controlled company" exemption to the corporate governance rules for publicly-listed companies, which could make our common stock less attractive to some investors or otherwise harm our stock price.

        Because we qualify as a "controlled company" under the corporate governance rules for publicly-listed companies, we are not required to have a majority of our board be independent under the applicable rules of the NYSE or NASDAQ, nor are we required to have a compensation committee or a corporate governance and nominating committee comprised entirely of independent directors. In light of our status as a controlled company, our board of directors will establish a compensation committee and a corporate governance and nominating committee that are not comprised solely of independent members at the time of the offering. In addition, our board of directors will not be composed of a majority of independent directors. Accordingly, should the interests of our Investor Consortium differ from those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance rules for publicly-listed companies. Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.

Our Investor Consortium can significantly influence our business and affairs and may have conflicts of interest with us in the future.

        Following the completion of this offering, our Investor Consortium will collectively own approximately        % of our common stock (or approximately        % if the underwriters exercise their option to purchase additional shares in full). As a result, the members of the Investor Consortium have the ability to prevent any transaction that requires the approval of stockholders, including the election of directors, mergers and takeover offers, regardless of whether others believe that approval of those matters is in our best interests.

        In addition, the members of the Investor Consortium are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. One or more of the members of the Investor Consortium may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as the Investor Consortium, or funds controlled by or associated with the Investor Consortium, continue to own a significant amount of the outstanding shares of our common stock, even if such amount is less than 50%, the Investor Consortium will continue to be able to strongly influence us. Our amended and restated certificate of incorporation will provide that none of the members of the Investor Consortium or any of their affiliates will have any duty to refrain from (i) engaging in a corporate opportunity in the same or similar lines of business in which we or our affiliates now engage or propose to engage or (ii) otherwise competing with us or our affiliates. See "Description of Capital Stock—Common Stock—Corporate Opportunities."

If you purchase shares of our common stock in our initial public offering, you will experience substantial and immediate dilution.

        The initial public offering price per share is substantially higher than the pro forma net tangible book value per share immediately after this offering. As a result, you will pay a price per share that substantially exceeds the book value of our assets after subtracting the book value of our liabilities. Based on our net tangible book value as of December 31, 2019, and the initial public offering price of $            per share, you will incur immediate and substantial dilution in the amount of $            per share. See "Dilution."

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As a public company, we may expend additional time and resources to comply with rules and regulations that do not currently apply to us, and failure to comply with such rules may lead investors to lose confidence in our financial data.

        As a public company, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Sarbanes-Oxley Act of 2002, as amended (the "Sarbanes-Oxley Act"), the Dodd-Frank Wall Street Reform and Consumer Protection Act and regulations of the NYSE or NASDAQ. We will have to establish procedures and practices required as a public company. Establishing such procedures and practices will increase our legal, accounting and financial compliance costs, will make some activities more difficult, time-consuming and costly and could be burdensome on our personnel, systems and resources. We will devote significant resources to address these public company requirements, including compliance programs and investor relations, as well as our financial reporting obligations. As a result, we have and will continue to incur significant legal, accounting and other expenses that we did not previously incur to comply with these rules and regulations. Furthermore, the need to establish the corporate infrastructure necessary for a public company may divert some of management's attention from operating our business and implementing our strategy. However, the measures we take may not be sufficient to satisfy our obligations as a public company. In addition, we may incur significant costs in order to comply with these requirements.

        In particular, as a public company, our management will be required to conduct an annual evaluation of our internal controls over financial reporting and include a report of management on our internal controls in our annual reports on Form 10-K. In addition, we will be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls over financial reporting beginning with our second annual report on Form 10-K we file with the SEC following this offering. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations. If we are unable to conclude that we have effective internal controls over financial reporting, or if our registered public accounting firm is unable to provide us with an attestation and an unqualified report as to the effectiveness of our internal controls over financial reporting, investors could lose confidence in the reliability of our financial statements, which could result in a decrease in the value of our common stock.

Anti-takeover protections in our amended and restated certificate of incorporation, our amended and restated bylaws or our contractual obligations may discourage or prevent a takeover of our company, even if an acquisition would be beneficial to our stockholders.

        Provisions contained in our amended and restated certificate of incorporation and amended and restated bylaws, as amended, as well as provisions of the DGCL, could delay or make it more difficult to remove incumbent directors or could impede a merger, takeover or other business combination involving us or the replacement of our management, or discourage a potential investor from making a tender offer for our common stock, which, under certain circumstances, could reduce the market value of our common stock, even if it would benefit our stockholders.

        In addition, our board of directors has the authority to cause us to issue, without any further vote or action by the stockholders, up to            shares of preferred stock, par value $            per share, in one or more series, to designate the number of shares constituting any series, and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, voting rights, rights and terms of redemption, redemption price, or prices and liquidation preferences of such series. The issuance of shares of preferred stock or the adoption of a stockholder rights plan may have the effect of delaying, deferring or preventing a change in control of our company without further action by the stockholders, even where stockholders are offered a premium for their shares. See "Description of Capital Stock—Anti-takeover Provisions."

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements, including, without limitation, statements concerning the conditions of our industry and our operations, performance and financial condition, including in particular, statements relating to our business, growth strategies, product development efforts and future expenses. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects" and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, such as those contained in "Management's Discussion and Analysis of Financial Condition and Results of Operations."

        Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include the following:

    our ability to implement and execute our strategic plans to transform the business;

    our ability to develop or sell solutions in a timely manner or maintain client relationships;

    competition for our solutions;

    harm to our brand and reputation;

    unfavorable global economic conditions;

    an outbreak of disease, global or localized health pandemic or epidemic, or the fear of such an event (such as COVID-19);

    risks associated with operating and expanding internationally;

    failure to prevent cybersecurity incidents or the perception that confidential information is not secure;

    failure in the integrity of our data or the systems;

    experiencing system failures and personnel disruptions, which could delay the delivery of our solutions to our clients;

    losing access to data sources;

    failure of our software vendors and network and cloud providers to perform as expected or if our relationship is terminated;

    loss or diminution of one or more of our key clients, business partners or government contracts;

    dependence on strategic alliances, joint ventures and acquisitions to grow our business;

    our ability to protect our intellectual property adequately or cost-effectively;

    claims for intellectual property infringement;

    interruptions, delays or outages to subscription or payment processing platforms;

    risks related to acquiring and integrating businesses and divestitures of existing businesses;

    ability to retain members of the senior leadership team and attract and retain skilled employees;

    compliance with governmental laws and regulations; and

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    the other factors set forth under "Risk Factors."

        See "Risk Factors" for a further description of these and other factors. Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this prospectus. For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this prospectus. Any forward-looking statement made by us in this prospectus speaks only as of the date on which we make such statement. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should be viewed as historical data.

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USE OF PROCEEDS

        We estimate that the net proceeds to us from our sale of            shares of common stock in this offering will be approximately $             million, after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with this offering. This assumes an initial public offering price of $            per share, which is the midpoint of the estimated public offering price range on the cover page of this prospectus. If the underwriters exercise their option to purchase additional shares in full, the net proceeds to us will be approximately $             million.

        We intend to use these net proceeds from this offering to redeem all or a portion of our Series A Preferred Stock that we issued in connection with the Take-Private Transaction.

        Assuming no exercise of the underwriters' option to purchase additional shares, a $1.00 increase (decrease) in the assumed initial public offering price of $            per share (the midpoint of the estimated public offering price range on the cover page of this prospectus) would increase (decrease) the net proceeds to us from this offering by $             million, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated expenses payable by us.

        An increase or decrease of one million shares of common stock sold in this offering by us would increase or decrease, as applicable, our net proceeds, after deducting the underwriting discount and estimated offering expenses payable by us, by $            , based on an assumed initial public offering price of $            per share, which is the midpoint of the estimated public offering price range on the cover page of this prospectus.

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DIVIDEND POLICY

        On June 19, 2019, June 28, 2019, September 27, 2019 and December 27, 2019, we made aggregate dividend payments of approximately $21.3 million, $10.7 million, $32.1 million and $32.0 million, respectively, to holders of our Series A Preferred Stock in accordance with the terms thereof. We intend to use the proceeds from this offering to redeem all or a portion of our Series A Preferred Stock. See "Use of Proceeds."

        We do not currently intend to pay cash dividends on our common stock in the foreseeable future. However, in the future, subject to the factors described below and our future liquidity and capitalization, we may change this policy and choose to pay dividends.

        Our ability to pay dividends is currently restricted by the terms of the agreements governing our indebtedness and may be further restricted by any future indebtedness we incur. See "Description of Material Indebtedness."

        We are a holding company that does not conduct any business operations of our own. As a result, our ability to pay cash dividends on our common stock is dependent upon cash dividends and distributions and other transfers from our subsidiaries.

        In addition, under Delaware law, our board of directors may declare dividends only to the extent of our surplus (which is defined as total assets at fair market value minus total liabilities, minus statutory capital) or, if there is no surplus, out of our net profits for the then current and/or immediately preceding fiscal year.

        Any future determination to pay dividends will be at the discretion of our board of directors and will take into account:

    restrictions in the agreements governing our indebtedness;

    general economic and business conditions;

    our earnings, financial condition and results of operations;

    our capital requirements;

    our prospects;

    legal restrictions; and

    such other factors as our board of directors may deem relevant.

        See "Risk Factors—Risks Related to Our Initial Public Offering and Ownership of Our Common Stock—We do not intend to pay dividends for the foreseeable future," "—Risks Related to Our Indebtedness—We are a holding company and rely on dividends, distributions and other payments, advances and transfers of funds from our subsidiaries to meet our obligations," "—The agreements governing our indebtedness impose significant operating and financial restrictions on us, which may restrict our ability to pursue business strategies and capitalize on business opportunities," "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources," "Description of Material Indebtedness" and "Description of Capital Stock."

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CAPITALIZATION

        The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2019:

    on an actual basis;

    on a pro forma basis to give effect to the effectiveness of our amended and restated certificate of incorporation immediately prior to the closing of this offering; and

    on a pro forma as adjusted basis to give effect to the sale of shares of our common stock in this offering and the application of the net proceeds received by us from this offering as described under "Use of Proceeds."

        This table should be read in conjunction with "Use of Proceeds," "Selected Historical Consolidated Financial Data," "Unaudited Pro Forma Condensed Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Description of Capital Stock" as well as the consolidated financial statements and notes thereto appearing elsewhere in this prospectus.

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  As of December 31, 2019  
 
  Actual   Pro Forma   Pro Forma
As
Adjusted(1)
 
 
  (unaudited; in millions, except share
and per share data)

 

Cash and cash equivalents

  $ 98.6   $     $    

Debt:

                   

New Senior Secured Credit Facilities:(2)

                   

New Repatriation Bridge Facility

  $ 63.0   $     $    

New Revolving Facility

                 

New Term Loan Facility

    2,530.0              

6.875% New Senior Secured Notes due 2026(3)

    700.0              

10.250% New Senior Unsecured Notes due 2027(4)

    750.0              

Total debt

  $ 4,043.0   $     $    

Series A Preferred Stock $0.001 par value per share, 1,050,000 shares authorized, issued and outstanding, actual; Liquidation preference of $1,067.9 at December 31, 2019;            shares authorized            shares issued and outstanding, pro forma;            shares authorized,            shares issued and outstanding, pro forma as adjusted(5)

  $ 1,031.8   $     $    

Stockholder equity:

                   

Common stock, $0.01 par value per share, 1,000 shares authorized, 1,000 shares issued and outstanding, actual;            shares authorized            shares issued and outstanding, pro forma;            shares authorized,            shares issued and outstanding, pro forma as adjusted

  $   $     $    

Preferred stock, $0.001 par value per share, no shares authorized, issued and outstanding, actual;            shares authorized and no shares issued and outstanding, pro forma and pro forma as adjusted(6)

                 

Capital surplus

    2,116.9              

Accumulated deficit

    (573.5 )            

Accumulated other comprehensive loss

    (23.5 )            

Total stockholder equity

    1,519.9              

Non-controlling interest

    57.8              

Total equity

  $ 1,577.7   $     $    

Total capitalization

  $ 6,652.5   $     $    

(1)
Each $1.00 increase or decrease in the public offering price per share would increase or decrease, as applicable, our net proceeds, after deducting the underwriting discount and estimated offering expenses payable by us, by $             million (assuming no exercise of the underwriters' option to purchase additional shares). Similarly, an increase or decrease of one million shares of common stock sold in this offering by us would increase or decrease, as applicable, our net proceeds, after deducting the underwriting discount and estimated offering expenses payable by us, by $            , based on an assumed initial public offering price of $            per share, which is the midpoint of the estimated public offering price range on the cover page of this prospectus.

(2)
Borrowings under the New Senior Secured Credit Facilities bear interest at a rate per annum equal to an applicable margin over the LIBOR rate subject to interest rate floors. As of

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    December 31, 2019, our New Senior Secured Credit Facilities consisted of (i) the $2,530.0 million New Term Loan Facility with an interest rate margin of 500 basis points over the LIBOR rate that will amortize beginning June 30, 2020, in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount, with the balance being payable on February 8, 2026; (ii) the New Revolving Facility, which provides for up to $400.0 million of revolving extensions of credit outstanding any time until February 8, 2024 with an interest rate margin of 350 basis points over the LIBOR rate and (iii) a $63.0 million New Repatriation Bridge Facility with an interest rate margin of 350 basis points over the LIBOR rate that matured on February 7, 2020. As of December 31, 2019, we had no borrowings outstanding under the New Revolving Facility and the aggregate outstanding principal amount of the New Term Loan Facility and the New Repatriation Bridge Facility was $2,530.0 million and $63.0 million, respectively. Unamortized discount and debt issuance costs were $98.3 million and $0.1 million for the New Term Loan Facility and the New Repatriation Bridge Facility, respectively, as of December 31, 2019. The New Repatriation Bridge Facility was fully paid off in February 2020. As of March 25, 2020, we had $200.0 million in outstanding borrowings under the New Revolving Facility. See "Description of Material Indebtedness."

(3)
Unamortized debt issuance costs and discount was $15.8 million at December 31, 2019.

(4)
Unamortized debt issuance costs and discount was $28.0 million at December 31, 2019.

(5)
Total unamortized issuance costs and discount was $19.5 million at December 31, 2019.

(6)
Does not include Series A Preferred Stock on an actual basis, which is reflected above.

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DILUTION

        If you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock upon the consummation of this offering. Dilution results from the fact that the per share offering price of our common stock is in excess of the book value per share attributable to new investors.

        Our pro forma net tangible book value as of                        was $            , or $            per share of common stock. Pro forma net tangible book value represents the amount of total tangible assets less total liabilities, and pro forma net tangible book value per share represents pro forma net tangible book value divided by the number of shares of common stock outstanding.

        After giving effect to (i) the sale of            shares of common stock in this offering at the assumed initial public offering price of $            per share (the midpoint of the estimated public offering price range on the cover page of this prospectus) and (ii) the application of the net proceeds from this offering, our pro forma as adjusted net tangible book value as of                        would have been $             million, or $            per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $            per share to our existing investors and an immediate dilution in pro forma as adjusted net tangible book value of $            per share to new investors.

        The following table illustrates this dilution on a per share of common stock basis:

Assumed initial public offering price per share

        $    

Pro forma net tangible book value per share as of

             

Increase in pro forma net tangible book value per share attributable to new investors

  $          

Pro forma as adjusted net tangible book value per share after this offering

             

Dilution in net tangible book value per share to new investors in this offering

        $    

        Each $1.00 increase (decrease) in the assumed initial public offering price of $            per share (the midpoint of the estimated public offering price range on the cover page of this prospectus), would increase (decrease) our as adjusted net tangible book value, after this offering by $             million, or $            per share and the dilution per share to new investors by $            , in each case assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

        A one million increase (decrease) in the number of shares offered by us would increase (decrease) our as adjusted net tangible book value by approximately $             million, or $            per share, and the dilution per share to new investors by approximately $            , in each case assuming the initial public offering price of $            per share, which is the midpoint of the estimated public offering price range on the cover page of this prospectus remains the same, and after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

        The following table summarizes, on a pro forma as adjusted basis as of                        , after giving effect to this offering, the total number of shares of common stock purchased from us, the total cash consideration paid to us, or to be paid, and the average price per share paid, or to be paid, by new investors purchasing shares in this offering, at an assumed initial public offering price of $            per

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share, which is the midpoint of the estimated public offering price range on the cover page of this prospectus, before deducting the estimated underwriting discounts and commissions:

 
  Shares Purchased   Total Consideration    
 
 
  Average Price
Per Share
 
 
  Number   Percent   Amount   Percent  

Existing stockholders

                   % $                % $    

New investors

                               

Total

          100.0 % $       100.0 % $    

        If the underwriters were to fully exercise their option to purchase                        additional shares of our common stock, the percentage of shares of our common stock held by existing investors would be        %, and the percentage of shares of our common stock held by new investors would be        %.

        The above discussion and tables are based on the number of shares outstanding at                        . In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities could result in further dilution to our stockholders.

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

        The following table sets forth our selected historical consolidated financial and other data for the periods and as of the dates indicated. As a result of the Take-Private Transaction on February 8, 2019, the accompanying historical financial statements and selected historical consolidated financial data are presented on a Successor and Predecessor basis. References to Predecessor refer to the results of operations, cash flows and financial position of The Dun & Bradstreet Corporation and its subsidiaries prior to the closing of the Take-Private Transaction. References to Successor refer to the consolidated financial position of Dun & Bradstreet Holdings, Inc. as of December 31, 2019 and the consolidated results of operations and cash flows of Dun & Bradstreet Holdings, Inc. and its subsidiaries for the period from January 1, 2019 to December 31, 2019. During the period from January 1, 2019 to February 7, 2019, Dun & Bradstreet Holdings, Inc. had no significant operations and limited assets and had only incurred transaction-related expenses prior to the Take-Private Transaction. The Successor period also includes the results of operations and cash flows of the business acquired in the Take-Private Transaction for the period from February 8, 2019 to December 31, 2019. The consolidated financial statements for the Successor period are not comparable to those of the Predecessor periods.

        We derived the selected historical consolidated financial data for the period from January 1, 2019 to December 31, 2019 and as of December 31, 2019 from the Successor's audited consolidated financial statements included elsewhere in this prospectus. We derived the selected historical consolidated financial data for the period from January 1, 2019 to February 7, 2019, the twelve months ended December 31, 2018 and 2017 and as of December 31, 2018 from the Predecessor's audited consolidated financial statements included elsewhere in this prospectus. We derived the selected historical consolidated financial data for the years ended December 31, 2016 and 2015 and as of December 31, 2017, 2016 and 2015 from the Predecessor's consolidated financial statements that are not included in this prospectus. We derived pro forma data from Unaudited Pro Forma Condensed Combined Financial Data included elsewhere in this prospectus.

        Our historical results are not necessarily indicative of future results of operations. You should read the information set forth below together with "Prospectus Summary—Summary Historical Consolidated Financial and Other Data," "Unaudited Pro Forma Condensed Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Capitalization" and the consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

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  Successor    
  Predecessor  
 
  Period from
January 1
to
December 31,
2019
   
  Period from
January 1,
2019 to
February 7,
2019
   
   
   
   
 
 
   
  Twelve Months
Ended
December 31,
2018
  Twelve Months
Ended
December 31,
2017
  Twelve Months
Ended
December 31,
2016
  Twelve Months
Ended
December 31,
2015
 
 
   
 
 
   
 
 
   
 
 
   
   
  (in millions, other than per share data)
 

Statement of operations data:

                                         

Revenue(1)

  $ 1,413.9       $ 178.7   $ 1,716.4   $ 1,742.5   $ 1,703.7   $ 1,637.1  

Operating expenses

    448.5         56.7     563.4     573.3     542.6     544.7  

Selling and administrative expenses(2)

    651.2         122.4     610.0     672.4     711.2     664.4  

Depreciation and amortization(3)

    482.4         11.1     88.7     79.7     68.6     58.7  

Restructuring charge

    51.8         0.1     25.4     32.1     22.1     32.3  

Total operating costs

    1,633.9         190.3     1,287.5     1,357.5     1,344.5     1,300.1  

Operating (loss) income

    (220.0 )       (11.6 )   428.9     385.0     359.2     337.0  

Non-operating expenses

    (455.9 )       (91.2 )   (55.8 )   (62.3 )   (155.6 )   (57.0 )

(Loss) income before provision for income taxes

    (675.9 )       (102.8 )   373.1     322.7     203.6     280.0  

Less: (benefit) provision for income taxes

    (118.2 )       (27.5 )   81.6     179.7     99.9     74.2  

Equity in net income of affiliates

    4.2         0.5     2.8     2.8     2.8     2.7  

Net (loss) income from continuing operations

    (553.5 )       (74.8 )   294.3     145.8     106.5     208.5  

Net (loss) income attributable to the non-controlling interest

    (6.5 )       (0.8 )   (6.2 )   (4.1 )   (5.0 )   (4.3 )

Dividends allocated to preferred stockholders

    (114.0 )                        

Net (loss) income from continuing operations attributable to Dun & Bradstreet Holdings, Inc. (Successor)/ The Dun & Bradstreet Corporation (Predecessor). 

  $ (674.0 )     $ (75.6 ) $ 288.1   $ 141.7   $ 101.5   $ 204.2  

Net earnings per share from continuing operations

                                         

Basic

  $ (674,000 )     $ (2.04 ) $ 7.76   $ 3.84   $ 2.78   $ 5.66  

Diluted

  $ (674,000 )     $ (2.04 ) $ 7.72   $ 3.81   $ 2.76   $ 5.61  

Pro forma earnings per share

                                         

Basic

  $ (598,000 )                                  

Diluted

  $ (598,000 )                                  

Weighted-average shares outstanding

                                         

Basic

    See Note(6)         37.2           37.1           36.9           36.5           36.1        

Diluted

    See Note(6)         37.2           37.3           37.2           36.8           36.4        

Pro forma weighted-average shares outstanding

                                         

Basic

                                         

Diluted

                                         

Cash flow data:

                                         

Net cash (used in) provided by:

                                         

Operating activities from continuing operations

  $ (63.0 )     $ (65.4 ) $ 325.4   $ 286.5   $ 322.7   $ 336.8  

Investing activities from continuing operations

  $ (6,154.6 )     $ (5.3 ) $ (65.3 ) $ (206.6 ) $ (58.1 ) $ (371.1 )

Financing activities from continuing operations

  $ 6,321.8       $ 96.9   $ (609.7 ) $ (18.8 ) $ (224.9 ) $ 110.7  

Balance sheet data at end of period(4)(5):

                                         

Cash and cash equivalents

  $ 98.6           $ 90.2   $ 442.4   $ 352.6   $ 365.7  

Total assets

  $ 9,112.8           $ 1,820.9   $ 2,480.9   $ 2,209.2   $ 2,266.5  

Total debt (current and long term)

  $ 3,900.8           $ 1,136.6   $ 1,678.1   $ 1,617.0   $ 1,817.0  

Total liabilities

  $ 6,503.3           $ 2,510.8   $ 3,292.1   $ 3,197.0   $ 3,371.8  

Cash dividends per common share

  $           $ 1.57   $ 2.01   $ 1.93   $ 1.85  

(1)
On January 1, 2018, we adopted Topic 606 for revenue recognition accounting. Revenue prior to January 1, 2018 was accounted for based on Topic 605 accounting.

(2)
Includes transaction costs of $147.4 million and $52.0 million directly attributable to the Take-Private Transaction for the Successor period from January 1, 2019 to December 31, 2019 and the Predecessor period from January 1, 2019 to February 7, 2019, respectively. In addition, for the Predecessor period from January 1, 2019 to February 7, 2019, we incurred $10.4 million to accelerate the vesting of equity-based grants as a result of the Take-Private Transaction.

(3)
Higher amortization expenses for the Successor period from January 1, 2019 to December 31, 2019 was primarily due to the application of purchase accounting resulting in higher amortization associated with recognized intangible assets in connection with the Take-Private Transaction.

(4)
A balance sheet is not presented as of February 7, 2019. See Note 13 to the consolidated financial statements for purchase price allocation in connection with the Take-Private Transaction.

(5)
On January 1, 2019, we adopted Topic 842. As a result, we recognized all operating leases as right of use assets and lease liabilities on the balance sheet effective January 1, 2019. Leases were accounted for based on Topic 840 prior to January 1, 2019.

(6)
For the period from January 1, 2019 to December 31, 2019, weighted average basic and diluted shares outstanding were 1,000 during the period.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

        The following table presents selected unaudited pro forma condensed combined financial information about our consolidated statements of operations, after giving effect to the Take-Private Transaction and the related financing activities as if they occurred on January 1, 2019. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the Take-Private Transaction and the related financing activities, (2) factually supportable and (3) expected to have a continuing impact on the combined results.

        On February 8, 2019, a subsidiary of Dun & Bradstreet Holdings, Inc. merged with and into The Dun & Bradstreet Corporation, and The Dun & Bradstreet Corporation became an indirect subsidiary of Dun & Bradstreet Holdings, Inc. Dun & Bradstreet Holdings, Inc. is indirectly owned by members of the Investor Consortium. The Take-Private transaction was valued at $6,068.7 million of which $5,431.2 million was paid to acquire then-outstanding Predecessor's common stock, including stock options and restricted stock units, based on $145.00 per share and $637.5 million was paid to extinguish our then-existing debt on the closing date of the Take-Private Transaction. Assets and liabilities were recorded at the estimated fair value initially at the transaction closing date. Goodwill has been recorded based on the amount that the purchase price exceeds the fair value of the net assets recognized. We completed the purchase accounting process as of December 31, 2019.

        The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements as of and for the period from January 1, 2019 to December 31, 2019 and for the twelve months ended December 31, 2018 and the related notes included elsewhere in this prospectus.

        The unaudited pro forma condensed combined financial information has been presented for informational purposes only. The unaudited condensed combined pro forma financial information should not be relied upon as being indicative of what our results of operations would have been had the Take-Private Transaction and the related financing activities been completed as of the date indicated. The unaudited pro forma condensed combined financial information also does not project our financial position or results of operations for any future period or date. Future results may vary significantly from the results reflected in the Pro Forma Condensed Combined Statement of Operations and Data (Unaudited) and should not be relied on as an indication of our results after the consummation of this offering contemplated by such unaudited pro forma condensed combined financial statements.

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DUN & BRADSTREET HOLDINGS, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS DATA (UNAUDITED)
($ IN MILLIONS EXCEPT SHARE AND PER SHARE DATA)

 
  Successor
Period from
January 1 to
December 31,
2019
  Pro Forma
Adjustments
   
  Predecessor
From
January 1 to
February 7,
2019
  Pro Forma
Adjustments
   
  Combined
Pro Forma
Twelve
Months Ended
December 31,
2019
 

Revenue

  $ 1,413.9   $       $ 178.7   $ (16.0 ) (a)   $ 1,576.6  

Operating expenses

    448.5             56.7             505.2  

Selling and administrative expenses

    651.2     (147.4 ) (c)     122.4     (10.4 ) (b)     560.7  

                          (52.0 ) (c)        

                          (3.1 ) (d)        

Depreciation and amortization

    482.4             11.1     45.1   (e)     538.6  

Restructuring charge

    51.8             0.1             51.9  

Operating costs

    1,633.9     (147.4 )       190.3     (20.4 )       1,656.4  

Operating (loss) income

    (220.0 )   147.4         (11.6 )   4.4         (79.8 )

Interest income

    2.4             0.3             2.7  

Interest expense

    (303.5 )           (5.5 )   (29.7 ) (f)     (338.7 )

Other income (expense)—net

    (154.8 )           (86.0 )   (0.1 ) (f)     (151.3 )

                          3.8   (g)        

                          85.8   (g)        

Non-operating (expense) income—net

    (455.9 )           (91.2 )   59.8         (487.3 )

(Loss) income before provision for income taxes and equity in net income of affiliates

    (675.9 )   147.4         (102.8 )   64.2         (567.1 )

Less: (benefit) provision for income taxes

    (118.2 )   32.9   (h)     (27.5 )   14.3   (h)     (98.5 )

Equity in net income of affiliates

    4.2             0.5             4.7  

Net (loss) income

    (553.5 )   114.5         (74.8 )   49.9         (463.9 )

Less: net income attributable to the non-controlling interest

    (6.5 )           (0.8 )           (7.3 )

Less: dividends allocated to preferred stockholders

    (114.0 )               (13.7 ) (i)     (127.7 )

Net (loss) income attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor)

  $ (674.0 ) $ 114.5       $ (75.6 ) $ 36.2       $ (598.9 )

Basic and diluted loss per share

  $ (674,000 )                           $ (598,900 )

Basic and diluted weighted average shares outstanding

    1,000                               1,000  

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Notes to the Unaudited Pro Forma Condensed Combined Financial Statements

(1)   Basis of Presentation

        The unaudited pro forma condensed combined financial information is based on the historical financial statements of the Predecessor and was prepared using the acquisition method of accounting assuming the Take-Private Transaction and the related financing activities occurred on January 1, 2019. The acquisition method of accounting is based on Accounting Standard Code, or ASC, Topic 805, Business Combinations ("ASC 805"), and uses the fair value concepts defined in ASC Topic 820, Fair Value Measurements ("ASC 820"). Application of ASC 820 to determine fair value of acquired assets and liabilities in accordance to ASC 805 requires us to make judgments and estimates and it is possible that others applying reasonable judgment to the same facts and circumstances could develop and support a range of alternative estimated amounts.

(2)   Pro Forma Adjustments

        This note should be read in conjunction with other notes in the unaudited pro forma condensed combined financial statements. Adjustments included in the columns under the headings "Pro Forma Adjustments" represent the following:

    (a)
    Represents deferred revenue purchase accounting adjustments as a result of the Take-Private Transaction. In accordance with ASC 805, deferred revenue is recognized at fair value representing direct costs to fulfill plus a reasonable margin. The pro forma condensed combined statement of operations reflects the purchase accounting associated with the Take-Private Transaction as if it had occurred on January 1, 2019.

    (b)
    Represents stock-based compensation expense resulting from acceleration of Predecessor's stock options in connection with the Take-Private Transaction.

    (c)
    Represents adjustments related to transaction costs incurred by the Predecessor and Successor in connection with the Take-Private Transaction. Transaction costs primarily consisted of bank fees, sponsor fees, legal fees, professional fees, acquisition related incentive bonuses and others.
 
  Predecessor   Successor  
 
  Period from
January 1 to
February 7, 2019
  Period from
January 1 to
December 31, 2019
 

Successor transaction costs

  $   $ 147.4  

Predecessor transaction costs

    52.0      

  $ 52.0   $ 147.4  
    (d)
    Represents adjustment related to amortization for deferred commissions for the period from January 1, 2019 to February 7, 2019, as if the Take-Private Transaction had occurred on January 1, 2019. In connection with the Take-Private Transaction on February 8, 2019, deferred commission costs were set to zero reflecting its fair value as a result of purchase accounting application.

    (e)
    The table below sets forth incremental amortization expenses related to computer software and other intangible assets recognized as a result of the Take-Private Transaction in accordance to ASC 805. The pro forma condensed combined statements of operations reflect the purchase accounting associated with the Take-Private Transaction as if it had occurred on January 1, 2019. The pro forma incremental amortization expenses are calculated based on the fair value of the acquired assets and liabilities as of December 31, 2019.

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  Predecessor  
 
Intangible Assets
  Useful
Lives
  Value   Amortization
Method
  Period from
January 1, 2019 to
February 7, 2019
 
 

Trade name

  Indefinite   $ 1,275.8     $  
 

Software short life

  3   $ 22.2   Straight line     0.8  
 

Software medium life

  5   $ 31.7   Straight line     0.7  
 

Software medium life

  7   $ 175.5   Straight line     2.6  
 

Software long life

  10   $ 146.6   Straight line     1.5  
 

Database

  17   $ 1,722.0   Accelerated Method     19.9  
 

Client relationships & partnership agreements

  8 to 17   $ 2,618.8   Accelerated Method     29.6  
 

Removal of Predecessor's intangible asset amortization

                  (10.0 )
 

Total incremental amortization expense for intangible assets

                $ 45.1  

              The table below sets forth the future amortization as of December 31, 2019 associated with the intangible assets recognized as a result of the Take-Private Transaction:

   
  Year Ended December 31,    
   
 
   
  2020   2021   2022   2023   2024   Thereafter   Total  
 

Computer software

  $ 53.5   $ 53.5   $ 46.8   $ 46.1   $ 40.4   $ 87.9   $ 328.2  
 

Client relationship

    253.6     237.6     221.6     205.6     189.6     1,041.5     2,149.5  
 

Database

    197.6     186.3     175.1     163.8     152.5     892.6     1,767.9  
 

Total

  $ 504.7   $ 477.4   $ 443.5   $ 415.5   $ 382.5   $ 2,022.0   $ 4,245.6  
    (f)
    The table below sets forth incremental interest expenses resulting from the new debt issuance in connection with the Take-Private Transaction. Our indebtedness is described in further detail in Note 5 to the consolidated financial statements. The pro forma condensed combined statements of operations reflect this activity as if it had occurred on January 1, 2019.

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  Predecessor  
 
  Principal   Interest Rate   Period from
January 1
to February 7,
2019
 

$400.0 million, New Revolving Facility

  $   LIBOR + 350 basis points(1)   $  

$500.0 million, New Repatriation Bridge Facility

  $ 63.0   LIBOR + 350 basis points(1)     0.4  

$2,530.0 million, New Term Loan Facility

  $ 2,530.0   LIBOR + 500 basis points(1)     19.5  

$700.0 million, 6.875% New Senior Secured Notes due 2026

  $ 700.0   6.875%     4.9  

$750.0 million, 10.250% New Senior Unsecured Notes due 2027

  $ 750.0   10.250%     7.9  

Amortization of deferred debt issuance cost

              2.5  

Removal of interest expense for then-existing debt prior to the Take-Private Transaction

              (5.5 )

Total incremental interest expense

            $ 29.7  

Amortization of deferred issuance costs for the New Revolving Facility

            $ 0.2  

Removal of amortization of then-existing Revolving Credit Facility

              (0.1 )

Total incremental amortization of deferred revolver fee

            $ 0.1  

(1)
Pro forma interest expense is calculated based on average monthly LIBOR rate for each applicable period. Every 1/8 percentage increase or decrease in the interest rate would increase or decrease pro forma interest expense by $0.4 million.
    (g)
    Represents adjustments related to our non-qualified pension plans as a result of the Take-Private Transaction as if the transaction occurred on January 1, 2019. In connection with the Take-Private Transaction, a change in control was triggered for a portion of the U.S. Non-Qualified Plans upon the stockholder approval of the Take-Private Transaction. For the remaining obligations of the U.S. Non-Qualified Plans, a change in control was triggered upon the close of the Take-Private Transaction. Total cash settlement payments of $190.5 million and $105.9 million were paid in January 2019 and March 2019, respectively, effectively settling the U.S. Non-Qualified Plan obligation. As a result, the Predecessor recorded a settlement charge of $85.8 million in the period from January 1, 2019 to February 7, 2019. Also in connection with the Take-Private Transaction, we have re-measured our global pension and postretirement plans on February 8, 2019 in accordance with the guidance within ASC 805 and ASC, Topic 715, Pension and Other Postretirement Benefits ("ASC 715") to recognize as part of the transaction an asset or a liability representing the funded status of each of the plans.

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      The unrecognized actuarial losses or gains were set to zero as of February 8, 2019 as a result of purchase accounting. An adjustment is made to reverse the amortization of actuarial losses of $3.8 million recorded by the Predecessor in the period from January 1, 2019 to February 7, 2019.

    (h)
    A combined statutory tax rate of 22.3% is applied to the pro forma adjustments.

    (i)
    Adjustment is to provide for additional preferred dividends for the period from January 1, 2019 to February 7, 2019, giving effect to the Take-Private Transaction as if it had occurred on January 1, 2019.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

        The following discussion and analysis of our historical combined financial statements includes periods before the Take-Private Transaction as defined below under "—Take-Private Transaction." Accordingly, the discussion and analysis of such periods does not reflect the significant impact the Take-Private Transaction has had and will have on our results of operations. As a result, our historical results of operations are not comparable and may not be indicative of our future results of operations. In addition, the statements in the discussion and analysis regarding industry outlook, our expectations regarding the performance of our business, our liquidity and capital resources and the other non-historical statements are forward-looking statements. These forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements." Our actual results may differ materially from those contained in or implied by the forward-looking statements. You should read the following discussion together with the sections entitled "Risk Factors," "Selected Historical Consolidated Financial and Other Data," "Unaudited Pro Forma Condensed Combined Financial Data," "—Liquidity and Capital Resources" and the financial statements and the related notes thereto included elsewhere in this prospectus.

        Information presented for the period from January 1 to December 31, 2019 is derived from the Successor's audited consolidated financial statements included elsewhere in this prospectus. Information presented for the period from January 1 to February 7, 2019 and each of the years ended December 31, 2018 and December 31, 2017 is derived from the Predecessor's audited consolidated financial statements for those periods included elsewhere in this prospectus.

Overview

        Dun & Bradstreet is a leading global provider of business decisioning data and analytics. Our mission is to deliver a global network of trust, enabling clients to transform uncertainty into confidence, risk into opportunity and potential into prosperity. Clients embed our trusted, end-to-end solutions into their daily workflows to inform commercial credit decisions, confirm suppliers are financially viable and compliant with laws and regulations, enhance salesforce productivity and gain visibility into key markets. Our solutions support our clients' mission critical business operations by providing proprietary and curated data and analytics to help drive informed decisions and improved outcomes.

        Leveraging our category-defining commercial credit data and analytics, our Finance & Risk solutions are used in the critical decisioning processes of finance, risk, compliance and procurement departments worldwide. We are a market leader in commercial credit decisioning, with many of the top businesses in the world utilizing our solutions to make informed decisions when considering extending business loans and trade credit. We are also a leading provider of data and analytics to businesses looking to analyze supplier relationships and more effectively collect outstanding receivables. We believe our proprietary Paydex score, a numerical indicator based on promptness of a business's payments to its suppliers and vendors, is widely relied upon as an important measure of credit health for businesses. We are well positioned to provide accessible and actionable insights and analytics that mitigate risk and uncertainty, and ultimately protect and drive increased profitability for our clients.

        Our Sales & Marketing solutions combine firmographic, personal contact, intent and non-traditional, or "alternative," data to assist clients in optimizing their sales and marketing strategy by cleansing CRM data and narrowing their focus and efforts on the highest probability prospects. As global competition continues to intensify, businesses need assistance with focusing their sales pipelines into a condensed list so that they can have their best sellers target the highest probability return accounts. We provide invaluable insights into businesses that can help our clients grow their businesses in a more efficient and effective manner.

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        We leverage these differentiated capabilities to serve a broad set of clients across multiple industries and geographies. We have a global client base of approximately 135,000, including some of the largest companies in the world. Covering nearly all industry verticals, including financial services, technology, communications, government, retail, transportation and manufacturing, our data and analytics support a wide range of use cases. In terms of our geographic footprint, we have an industry-leading presence in North America, a growing presence in the United Kingdom, Ireland, India and Greater China through our majority or wholly-owned subsidiaries and a broader global presence through our WWN relationships.

        We believe that we have an attractive business model that is underpinned by highly recurring, diversified revenues, significant operating leverage, low capital requirements and strong free cash flow. The proprietary and embedded nature of our data and analytics solutions and the integral role that we play in our clients' decision-making processes have historically translated into high client retention and revenue visibility. We also benefit from strong operating leverage given our centralized Data Cloud and solutions, which allow us to generate strong contribution margins and free cash flow.

Segments

        Since the Take-Private Transaction, management has made changes to transform our business. As a result, during the fourth quarter of 2019, we changed the composition of our reportable segments, the classification of revenue by solution set and our measure of segment profit (from operating profit to adjusted EBITDA) in the information that we provide to our chief operating decision makers (CODMs) to better align with how they assess performance and allocate resources. Latin America Worldwide, which was previously included in the Americas reportable segment, is currently included in the International segment. Accordingly, prior period results have been recast to conform to the current presentation of segments, revenue by solution set, and the measure of segment profit. These changes do not impact our consolidated results.

        Our segment disclosure is intended to provide the users of our consolidated financial statements with a view of the business that is consistent with management of the Company.

        We manage our business and report our financial results in two operating and reportable segments: North America and International.

    North America offers Finance & Risk and Sales & Marketing data, analytics and business insights in the United States and Canada; and

    International offers Finance & Risk and Sales & Marketing data, analytics and business insights directly in the United Kingdom/Ireland ("U.K."), Greater China, India and indirectly though our WWN.

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        The following table represents the contribution by segment to revenue:

 
  Successor    
  Predecessor  
 
  Period from
January 1 to
December 31,
2019
   
  Period from
January 1 to
February 7,
2019
  Twelve Months
Ended
December 31,
2018
  Twelve Months
Ended
December 31,
2017
 
 
   
 
 
   
 
 
   
 

North America:

                             

Finance & Risk

  $ 728.2       $ 80.4   $ 792.6   $ 828.4  

Sales & Marketing

    588.3         67.8     628.0     615.6  

Total North America

  $ 1,316.5       $ 148.2   $ 1,420.6   $ 1,444.0  

International:

                             

Finance & Risk

  $ 191.3       $ 43.4   $ 233.6   $ 246.0  

Sales & Marketing

    45.0         13.0     62.2     60.4  

Total International

  $ 236.3       $ 56.4   $ 295.8   $ 306.4  

Corporate and other:

                             

Finance & Risk

  $ (82.9 )     $ (19.2 ) $   $  

Sales & Marketing

    (56.0 )       (6.7 )       (7.9 )

Total corporate and other(1)

  $ (138.9 )     $ (25.9 ) $   $ (7.9 )

Total revenue:

                             

Finance & Risk

  $ 836.6       $ 104.6   $ 1,026.2   $ 1,074.4  

Sales & Marketing

    577.3         74.1     690.2     668.1  

Total revenue

  $ 1,413.9       $ 178.7   $ 1,716.4   $ 1,742.5  

(1)
Revenue for Corporate and other represents deferred revenue purchase accounting adjustment recorded in accordance with GAAP related to the Take-Private Transaction and the acquisition of Lattice for the period from January 1, 2019 to December 31, 2019 (Successor), the International lag adjustment included in the period from January 1, 2019 to February 7, 2019 (Predecessor), and deferred revenue purchase accounting adjustments for the twelve months ended December 31, 2017 (Predecessor) related to the Avention, Inc. ("Avention") acquisition.

        Certain expenses incurred in Corporate that are not directly attributable to one or more of the operating segments remain in Corporate. These corporate costs typically are administrative in nature, such as restructuring, legal and regulatory charges, purchase accounting adjustments and transition and integration costs. In addition, we report in Corporate and Other revenue adjustments related to deferred revenue fair value adjustment recorded in accordance with GAAP and the International lag reporting adjustment, related to the Take-Private Transaction in 2019, and deferred revenue fair value adjustments related to the acquisitions of Lattice and Avention in 2019 and 2017, respectively.

        The financial statements of our subsidiaries outside of North America reflect a twelve months ended November 30 in order to facilitate the timely reporting of the consolidated financial results and consolidated financial position.

        The consolidated financial statements reflect results of the subsidiaries outside of North America for the twelve-month period ended November 30 in order to facilitate the timely reporting of the consolidated financial results and consolidated financial position.

Take-Private Transaction

        On February 8, 2019, we were acquired in an all-cash Take-Private Transaction by the Investor Consortium. The Take-Private Transaction was accounted for in accordance with ASC 805 and Dun &

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Bradstreet Holdings, Inc. was determined to be the accounting acquirer. In the accompanying consolidated financial statements, references to Predecessor refer to the results of operations, cash flows and financial position of The Dun & Bradstreet Corporation and its subsidiaries on and prior to February 7, 2019. References to Successor refer to the consolidated financial position of Dun & Bradstreet Holdings, Inc. as of December 31, 2019 and the consolidated results of operations and cash flows of Dun & Bradstreet Holdings, Inc. and its subsidiaries for the period from January 1, 2019 to December 31, 2019. During the period from January 1, 2019 to February 7, 2019, Dun & Bradstreet Holdings, Inc. had no significant operations and limited assets and had only incurred transaction-related expenses prior to the Take-Private Transaction. The Successor period also includes the results of operations and cash flows of the business acquired in the Take-Private Transaction for the period from February 8, 2019 to December 31, 2019. The Predecessor and Successor consolidated financial information presented herein is not comparable primarily due to the application of acquisition accounting in the Successor financial statements as of February 8, 2019, as further described in Note 13 to the consolidated financial statements of which the most significant impact is (i) the increased amortization expense for the intangible assets, (ii) additional interest expense associated with debt financing arrangements entered into in connection with the Take-Private Transaction, (iii) higher non-recurring transaction costs attributable to the Take-Private Transaction and (iv) a shorter Successor period for our International operations.

        The Take-Private Transaction was funded through $3,076.8 million of cash, as well as $4,043.0 million in borrowings from credit facilities and the issuances of notes. Net proceeds from the notes issuances and credit facilities were used to (i) finance the consummation of the Take-Private Transaction, (ii) repay in full all outstanding indebtedness under the Predecessor's then-existing credit facilities, (iii) fund the redemption of all the Predecessor's then-existing senior notes and (iv) pay related fees, costs, premiums and expenses in connection with the Take-Private Transaction and related financing activities.

        On February 8, 2019, as required by the related change in control provision in the Predecessor's debt agreements, we repaid in full the outstanding borrowings under the then-existing Revolving Five-Year Credit Agreement ("Prior Revolving Credit Facility") and the Term Loan Credit Agreement ("Prior Term Loan Facility," together with the Prior Revolving Credit Facility, the "Prior Credit Facilities"), both dated as of June 19, 2018. In addition, on February 8, 2019, notices of full redemption with respect to the Predecessor's (i) 4.00% Senior Notes due 2020 (the "2020 Notes"), in an aggregate principal amount of $300.0 million, and (ii) 4.37% Senior Notes due 2022 (the "2022 Notes" and, together with the 2020 Notes, the "Prior Notes"), in an aggregate principal amount of $300.0 million, were delivered to the respective holders thereof, notifying those holders of the redemption of the entire outstanding aggregate principal amount of each series of Prior Notes on March 10, 2019.

        In connection with the Take-Private Transaction on February 8, 2019, we entered into a credit agreement (the "Credit Agreement") governing our New Senior Secured Credit Facilities. The New Senior Secured Credit Facilities provide for (i) the New Term Loan Facility in an aggregate principal amount of $2,530.0 million, (ii) the New Revolving Facility in an aggregate principal amount of $400.0 million and (iii) the New Repatriation Bridge Facility in an aggregate amount of $63.0 million. Also on February 8, 2019, we issued $700.0 million in aggregate principal amount of Senior First Lien Notes due 2026 ("New Senior Secured Notes") and $750.0 million in aggregate principal amount of Senior Unsecured Notes due 2027 ("New Senior Unsecured Notes"). The closing of the above Successor debt financing was conditioned on the payoff of the Predecessor debt.

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Factors Affecting Our Results of Operations

Economic Conditions

        Our business is also impacted by general economic conditions. For example, in the event of a difficult economy, such as the one we are beginning to experience as a result of the COVID-19 global pandemic, the probability of businesses, including the businesses of our clients, becoming insolvent increases. Disruptions in the financial markets could limit the ability or willingness of our clients to extend credit to their customers or cause our clients to constrain budgets, which could adversely impact demand for our data and analytics solutions. Further, continuing mandates that employees work remotely, prolonged travel restrictions or general economic uncertainty could negatively impact our suppliers' ability to provide us with data and services, our ability to deliver or market our solutions and client demand for our solutions. In contrast, during such times the need for better insights related to the extension of credit is magnified, and we believe our Finance & Risk solutions become even more critical to our clients. The impacts of a weakened economy on our business, financial condition and results operations, especially as it relates to the COVID-19 global pandemic, is highly uncertain and cannot be predicted. See "Risk Factors—Risks Related to Our Business and Operations—An outbreak of disease, global or localized health pandemic or epidemic or a similar public health threat, or the fear of such an event, could have a material adverse effect on our business, financial condition and results operations."

Regulatory Requirements

        In recent years, there has been an increased legislative and regulatory focus on data privacy practices. As a result, federal and state governments have enacted various new laws, rules and regulations. One example of such legislation is the CCPA, which became effective January 1, 2020. The CCPA applies to certain businesses that collect personal information from California residents, and bestows broad rights on individuals, including a right to know what personal information is being collected about them and whether and to whom it is sold, a right to access their personal information and have it deleted, a right to opt out of the sale of their personal information and a right to equal service and price regardless of exercise of these rights. This has led businesses to seek data providers and solutions that assist them in satisfying their regulatory compliance obligations in the face of a changing regulatory environment. We have developed solutions that comply with this need, which may result in additional revenues. See "Business—Regulatory Matters."

Recent Acquisitions

        On March 11, 2020, we acquired the assets of coAction.com. coAction.com is a leader in revenue cycle management in the order-to-cash process, serving mid to large size companies across multiple industries. The results of coAction.com, which will not be material, will be included in our North America segment from the date of the acquisition.

        On January 7, 2020, we acquired a 100% ownership interest in Orb. Orb is a prominent digital business identity and firmographic data provider, which allows us to better capture the digital footprint of businesses as well as the digital exhaust that businesses generate. The results of Orb, which will not be material, will be included in our North America segment from the date of the acquisition.

        On July 1, 2019, we acquired a 100% ownership interest in Lattice. Lattice is a leading artificial intelligence powered customer data platform, enabling B2B organizations to scale their account-based marketing and sales programs across every channel. The results of Lattice, which are not material, have been included in our North America segment since the date of the acquisition.

        On January 9, 2017, we acquired a 100% ownership interest in Avention. Avention provides clients with a deeper understanding of companies contact and market data, delivered through a robust

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technology platform. The results of Avention, which are not material, have been included in our North America segment since the date of the acquisition.

Key Components of Results of Operations

Revenue

        We generate our North America and International segment revenues primarily through subscription-based contractual arrangements that we enter into with clients to provide data, analytics and analytics-related services either individually, or as part of an integrated offering of multiple services. These arrangements occasionally include offerings from more than one business unit to the same client.

    We provide Finance & Risk solutions that offer clients access to our most complete and up-to-date global information, comprehensive monitoring and portfolio analysis. We also provide various business information reports that are consumed in a transactional manner across multiple platforms. Clients also use our services to manage supply chain risks and comply with anti-money laundering and global anti-bribery and corruption regulations.

    We generate our Sales & Marketing revenue by providing sophisticated analytics and solutions to help our clients increase revenue from new and existing businesses, enabling B2B sales and marketing professionals to accelerate sales, enhance go-to-market activity, engage clients in a meaningful way, close business faster and improve efficiency in advertising campaigns.

Expenses

Operating Expenses

        Operating expenses primarily include data acquisition and royalty fees, costs related to our databases, service fulfillment costs, call center and technology support costs, hardware and software maintenance costs, telecommunication expenses, personnel-related costs associated with these functions and occupancy costs associated with the facilities where these functions are performed.

Selling, General & Administrative Expenses

        Selling, general and administrative expenses primarily include personnel-related costs for sales, administrative and corporate management employees, costs for professional and consulting services, advertising and occupancy and facilities expense of these functions.

Depreciation and Amortization

        Depreciation and amortization expenses consist of depreciation related to investments in property and equipment, as well as amortization of purchased and developed software and other intangible assets, principally database and client relationships recognized in connection with the Take-Private Transaction.

Non-Operating Income and Expense

        Non-operating income and expense includes interest expense, interest income, dividends from cost-method investments, gains and losses from divestitures, mark-to-market expense related to certain derivatives and other non-operating income and expenses.

Provision for Income Tax Expense (Benefit)

        Provision for income tax expenses (benefit) represents international, U.S. federal, state and local income taxes based on income in multiple jurisdictions for our corporate subsidiaries.

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Key Metrics

        In addition to reporting GAAP results, we evaluate performance and report our results on the non-GAAP financial measures discussed below. We believe that the presentation of these non-GAAP measures provides useful information to investors and rating agencies regarding our results, operating trends and performance between periods. These non-GAAP financial measures include adjusted revenue, adjusted EBITDA, adjusted EBITDA margin and adjusted net income. In addition, we isolate the effects of changes in foreign exchange rates on our revenue growth because we believe it is useful for investors to be able to compare revenue from one period to another, both after and before the effects of foreign exchange rate changes. The change in our revenue performance attributable to foreign currency rates is determined by converting both our prior and current periods' foreign currency revenue by a constant rate. As a result, we monitor our adjusted revenue growth both after and before the effects of foreign exchange rate changes.

        We believe that these supplemental non-GAAP financial measures provide management and other users with additional meaningful financial information that should be considered when assessing our ongoing performance. Our management regularly uses our supplemental non-GAAP financial measures internally to understand, manage and evaluate our business and make operating decisions. These non-GAAP measures are among the factors management uses in planning for and forecasting future periods. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to our reported results prepared in accordance with GAAP. See "Prospectus Summary—Summary Historical Consolidated Financial and Other Data—Non-GAAP Financial Measures" for additional detail.

Adjusted Revenue

        We define adjusted revenue as reported revenue adjusted to include the revenues that were not recorded by us during the period presented due to the deferred revenue purchase accounting adjustment recorded in accordance with GAAP and International lag reporting adjustment.

Adjusted EBITDA and Adjusted EBITDA Margin

        We define adjusted EBITDA as net (loss) income attributable to Dun & Bradstreet Holdings, Inc (Successor)/The Dun & Bradstreet Corporation (Predecessor) excluding the following items: (i) depreciation and amortization; (ii) interest expense and income; (iii) income tax benefit or provision; (iv) other expenses or income; (v) equity in net income of affiliates; (vi) net income attributable to non-controlling interests; (vii) dividends allocated to preferred stockholders; (viii) revenue and expense adjustments to include results for the period from January 8 to February 7, 2019, for the Predecessor related to the International lag adjustment; (ix) deferred revenue purchase accounting adjustment; (x) other incremental or reduced expenses from the application of purchase accounting (e.g. commission asset amortization); (xi) equity-based compensation; (xii) restructuring charges; (xiii) merger and acquisition related operating costs; (xiv) transition costs primarily consisting of non-recurring incentive expenses associated with our synergy program; (xv) legal reserve and costs associated with significant legal and regulatory matters; and (xvi) asset impairment.

        Adjusted EBITDA margin is calculated by dividing adjusted EBITDA by adjusted revenue.

Adjusted Net Income

        We define adjusted net income as net (loss) income attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor) adjusted for deferred revenue purchase accounting adjustment and International lag reporting adjustments, incremental or reduced expenses from the application of purchase accounting, other incremental or reduced expenses from the application of purchase accounting, equity-based compensation, restructuring charges, merger,

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acquisition and divestiture-related operating costs, transition costs and other non-recurring revenue and expense items.

Results of Operations

GAAP Results

        As a result of the Take-Private Transaction on February 8, 2019, the historical financial statements and information are presented on a Successor and Predecessor basis. References to Predecessor refer to the results of operations, cash flows and financial position of The Dun & Bradstreet Corporation and its subsidiaries prior to the closing of the Take-Private Transaction. References to Successor refer to the consolidated results of operations and cash flows of Dun & Bradstreet Holdings, Inc. and its subsidiaries for the period from January 1, 2019 to December 31, 2019. During the period from January 1, 2019 to February 7, 2019, Dun & Bradstreet Holdings, Inc. had no significant operations and limited assets and had only incurred transaction-related expenses prior to the Take-Private Transaction. The Successor period also includes the results of operations and cash flows of the business acquired in the Take-Private Transaction for the period from February 8, 2019 to December 31, 2019. The Predecessor and Successor consolidated financial information presented herein is not comparable primarily due to the application of acquisition accounting in the Successor financial statements as of February 8, 2019, as further described in Note 13 to the consolidated financial statements, of which the most significant impact is (i) the increased amortization expense for intangible assets, (ii) additional interest expense associated with debt financing arrangements entered into in connection with the Take-Private Transaction, (iii) higher non-recurring transaction costs attributable to the Take-Private Transaction and (iv) a shorter Successor period for our International operations.

        To facilitate comparability of the twelve-month period ended December 31, 2019 to the twelve-month period ended December 31, 2018, we present below the combination of consolidated results from January 1, 2019 to December 31, 2019, comprising the Successor consolidated results from January 1, 2019 to December 31, 2019, the Predecessor consolidated results for the period from January 1, 2019 to February 7, 2019 and certain pro forma adjustments that give effect to the Take-Private Transaction as if it had occurred on January 1, 2019 (combined pro forma results for the twelve-month period ended December 31, 2019). These pro forma adjustments are prepared in accordance with Article 11 of Regulation S-X to include additional deferred revenue adjustment, additional amortization related to the recognized intangible assets and additional interest expenses associated with the Successor debt. In addition, non-recurring transaction costs directly attributable to the transaction, acceleration vesting costs related to the Predecessor's restricted stock units, one-time pension settlement charge and actuarial loss amortization are eliminated from the respective period. We compare these combined pro forma results for the twelve-month period ended December 31, 2019 to the Predecessor results for the twelve-month period ended December 31, 2018. We present the information for the twelve-month period ended December 31, 2019 in this format to assist readers in understanding and assessing the trends and significant changes in our results of operations on a comparable basis. We believe this presentation is appropriate because it provides a more meaningful comparison and more relevant analysis of our results of operations for the 2019 period compared with

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the 2018 period. The following table sets forth our historical results of operations for the periods indicated below:

 
  Successor    
  Predecessor   Pro Forma
Adjustments
Twelve
Months Ended
December 31,
2019(a)
   
   
  Predecessor  
 
   
   
  Combined Pro
Forma Twelve
Months Ended
December 31,
2019
 
 
  Period from
January 1 to
December 31,
2019(1)
   
  Period from
January 1 to
February 7,
2019(2)
   
  Twelve
Months Ended
December 31,
2018
  Twelve
Months Ended
December 31,
2017
 

Revenue

  $ 1,413.9       $ 178.7   $ (16.0 ) (b)   $ 1,576.6   $ 1,716.4   $ 1,742.5  

Operating expenses

    448.5         56.7             505.2     563.4     573.3  

Selling and administrative expenses

    651.2         122.4     (212.9 ) (c)     560.7     610.0     672.4  

Depreciation and amortization

    482.4         11.1     45.1   (d)     538.6     88.7     79.7  

Restructuring charge

    51.8         0.1             51.9     25.4     32.1  

Operating costs

    1,633.9         190.3     (167.8 )       1,656.4     1,287.5     1,357.5  

Operating (loss) income

    (220.0 )       (11.6 )   151.8         (79.8 )   428.9     385.0  

Interest income

    2.4         0.3             2.7     1.9     1.6  

Interest expense

    (303.5 )       (5.5 )   (29.7 ) (e)     (338.7 )