UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
Current Report
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Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The disclosure set forth in Item 8.01 of this Current Report on Form 8-K under the heading “Intention to Redeem Existing Unsecured Notes” is incorporated herein by reference.
Item 8.01 Other Events.
Notes Offering
On December 8, 2021, Dun & Bradstreet Holdings, Inc. announced that its indirect wholly owned subsidiary, the Dun & Bradstreet Corporation (the “Issuer”), launched and priced an offering (the “Offering”) of $460.0 million aggregate principal amount of 5.00% senior notes due 2029 (the “Notes”) in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
This report does not constitute an offer to sell or a solicitation of an offer to buy the Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. The Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
Intention to Redeem Existing Unsecured Notes
The proceeds from the Offering and cash on hand, will be used to fund the full redemption of the Issuer’s currently outstanding 10.250% senior notes due 2027 (the “Existing Notes”). Concurrently with the commencement of the Offering, the Issuer issued a conditional notice of redemption to holders of the Existing Notes to redeem in full the Existing Notes (the “Redemption”). The Redemption will be conditioned upon, among other requirements, the consummation of the Offering, which shall have resulted in aggregate gross proceeds to the Issuer of at least $460.0 million. There can be no assurances as to when and if the Offering will be completed or such conditions satisfied and the Issuer may waive the conditions at its discretion.
Copies of the press releases announcing the Offering and the Redemption are attached to this report as Exhibits 99.1 and 99.2 and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
| Exhibit 99.1 | Press Release, dated December 8, 2021, announcing the Offering and the Redemption |
| Exhibit 99.2 | Press Release, dated December 8, 2021, announcing the pricing of the Offering |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| DUN & BRADSTREET HOLDINGS, INC. |
| By: | /s/ Bryan T. Hipsher |
| Bryan T. Hipsher | |
| Chief Financial Officer | |
| (Principal Financial Officer) |
Date: December 8, 2021