On August 8, 2018, Dun & Bradstreet entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Parent and Merger Sub. On February 8, 2019, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Dun & Bradstreet with Dun & Bradstreet continuing as the surviving corporation. Investors of Merger Sub believe that Dun & Bradstreet’s strong market position and financial performance can be further reinforced by executing additional growth initiatives and implementing cost saving initiatives.

The Take-Private Transaction was funded through $3,076.8 million of cash from the issuance of common and preferred shares, as well as $4,043.0 million borrowings from notes issuance and Credit Facilities (see Note 5 for further discussion). The net proceeds were used to (i) finance the consummation of the Take-Private Transaction, (ii) repay in full all outstanding indebtedness under Dun & Bradstreet’s then-existing credit facilities, (iii) fund the redemption of all Dun & Bradstreet’s then-existing senior notes and (iv) pay related fees, costs, premiums and expenses in connection with these transactions.

Upon the close of the Take-Private Transaction, each share of common stock of Dun & Bradstreet, formerly publicly-traded under the symbol of “DNB”, was cancelled and converted into the right to receive $145.00 in cash, without interest and subject to any applicable withholding taxes. In addition, each then-outstanding stock option and restricted stock units of Dun & Bradstreet, whether vested or unvested, was cancelled and converted into the right to receive $145.00 in cash, less applicable exercise price, without interest.

On February 8, 2019, as required by the related change in control provision in the following agreements, the Company repaid in full the outstanding borrowings under the then-existing Revolving Five-Year Credit Agreement and the Term Loan Credit Agreement, both dated as of June 19, 2018. In addition, on February 8, 2019, notices of full redemption with respect to the Company’s (i) 4.00% Senior Notes due 2020 (the “2020 Notes”), in an aggregate principal amount of $300 million, and (ii) 4.37% Senior Notes due 2022 (the “2022 Notes” and, together with the 2020 Notes, the “Existing Notes”), in an aggregate principal amount of $300 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 Existing Notes on March 10, 2019.

The Take-Private Transaction was valued at $6,068.7 million of which $5,431.2 million was paid to acquire Dun & Bradstreet’s common stock, including stock options and restricted stock units, based on $145.00 per share and $637.5 million was paid to extinguish the then-existing debt on and following the Take-Private Transaction closing date. Assets and liabilities were recorded at the estimated fair value at the Take-Private Transaction closing date.

Transaction costs incurred by the Predecessor of $52.0 million were included in Selling and Administrative Expenses of Predecessor’s results of operations for the period from January 1, 2019 to February 7, 2019. Transaction costs of $147.4 million incurred by Merger Sub were included in Selling and Administrative Expenses of Successor’s results of operations for the period from January 1, 2019 to March 31, 2019. Successor’s accumulated deficit as of December 31, 2018 includes approximately $13 million related to Merger Sub’s transaction costs incurred in 2018.


	Weighted Average Amortization Period (years)	Initial Purchase Price Allocation		Measurement Period Adjustments		Purchase Price Allocation at December 31, 2019
Cash		$	117.7	$	—	$	117.7
Accounts receivable		267.8		(1.7)		266.1
Other current assets		46.8		(0.4)		46.4
Total current assets		432.3		(2.1)		430.2
Intangible assets:
Customer relationships	16.9	2,589.0		(200.5)		2,388.5
Partnership agreements	14.3	—		230.3		230.3
Computer software	7.8	376.0		—		376.0
Database	17	1,769.0		(47.0)		1,722.0
Trademark	Indefinite	1,200.8		75.0		1,275.8
Goodwill		2,797.6		(10.0)		2,787.6
Property, plant & equipment		30.3		—		30.3
Right of use asset		103.9		7.4		111.3
Other		34.4		(0.1)		34.3
Total assets acquired		$	9,333.3	$	53.0	$	9,386.3

Accounts payable		$	74.2	$	—	$	74.2
Deferred revenue		398.4		(0.6)		397.8
Accrued liabilities		240.1		(2.3)		237.8
Short-term pension and other accrued benefits		106.0		—		106.0
Other current liabilities		41.1		4.7		45.8
Total current liabilities		859.8		1.8		861.6
Long-term pension and postretirement obligations		213.6		7.4		221.0
Deferred tax liability		1,388.3		(7.7)		1,380.6
Long-term debt		625.1		—		625.1
Other liabilities		161.0		8.0		169.0
Total liabilities assumed		3,247.8		9.5		3,257.3
Non-controlling interest		16.8		43.5		60.3
Less: debt repayment		637.5		—		637.5
Amounts paid to equity holders		$	5,431.2	$	—	$	5,431.2

The fair value of the customer relationships and partnership agreements intangible assets were determined by applying the income approach through a discounted cash flow analysis, specifically a multi-period excess earnings method. The valuation was based on the present value of the net earnings attributable to the measured assets.

Trademark intangible asset represents our Dun & Bradstreet brand. Database represents our global proprietary market leading database. We applied the income approach to value trademark and database intangible assets, specifically, a relief from royalty method. The valuation was based on the present value of the net earnings attributable to the measured asset.

The fair values of the acquired assets and liabilities were subject to change within the one-year measurement period. We obtained information to determine the fair values of the net assets acquired at the acquisition date during the measurement period. Since the initial valuation reflected in our financial results as of March 31, 2019, we have allocated goodwill and intangible assets between our North America and International segments, as well as among reporting units based on their respective projected cash flows. In addition, we recorded adjustments to the deferred tax liability reflecting the allocation of intangible assets between segments. The above measurement period adjustments to the preliminary valuation of assets and liabilities resulted in a net reduction of goodwill of $10.0 million during 2019. We have completed the purchase accounting process as of December 31, 2019.

The value of the goodwill is primarily related to the expected cost savings and growth opportunity associated with product development. The intangible assets, with useful lives from 8 to 17 years, are being amortized over a weighted-average useful life of 16.5 years. The customer relationship and database intangible assets are amortized using an accelerating method. Computer software and partnership agreements intangible assets are amortized using a straight-line method. The amortization methods reflect the timing of the benefits derived from each of the intangible assets.



	Three Months Ended June 30, 2019		Six Months Ended June 30, 2019
Reported revenue (Successor)	$	398.9	$	573.0
Dun & Bradstreet pre-acquisition revenue	—		178.7
Deferred revenue fair value adjustment	38.6		60.1
Pro forma revenue	$	437.5	$	811.8

Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc.(Successor)	$	(94.0)	$	(321.9)
Dun & Bradstreet pre-acquisition net income (loss)	—		(75.6)
Pro forma adjustments - net of income tax (1):
Deferred revenue fair value adjustment	30.0		46.7
Incremental amortization of intangibles	(6.8)		(37.2)
Amortization of deferred commissions	(3.3)		(4.6)
Transaction costs	—		154.9
Pension expense adjustment	—		69.5
Equity-based compensation adjustment	—		8.1
Preferred dividend adjustment	—		(14.6)
Incremental interest expense and facility cost adjustment	0.3		(21.6)
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor)	$	(73.8)	$	(196.3)

On March 11, 2020, we acquired coAction.com for a purchase price of $9.6 million, of which $4.8 million was paid upon the close of the transaction and the remaining $4.8 million will be paid in six months from the date of the acquisition. 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 acquisitions were accounted for in accordance with ASC 805 “Business Combinations,” as purchase transactions, and accordingly, the assets and liabilities of the acquired entities were recorded at their estimated fair values at the respective dates of the acquisitions. Transaction costs of $0.2 million were included in Selling and Administrative Expenses in the consolidated statement of operations and comprehensive income (loss) for the three months ended March 31, 2020 (Successor). We have included the financial results of the acquired companies in our consolidated financial statements since their respective acquisition dates, and the results from each of these companies were not individually or in the aggregate material to our consolidated financial statements.


	Amortization Life (years)	Preliminary Purchase Price Allocation at March 31, 2020		Measurement Period Adjustments		Preliminary Purchase Price Allocation at June 30, 2020
Cash		$	0.5	$	—	$	0.5
Accounts receivable		0.3		—		0.3
Other		0.2		0.2		0.4
Total current assets		1.0		0.2		1.2
Intangible assets:
Customer relationships	7	2.4		—		2.4
Technology	11	6.8		—		6.8
Goodwill	Indefinite	10.7		—		10.7
Deferred tax asset		0.4		—		0.4

Total assets acquired		$	21.3	$	0.2	$	21.5
Total liabilities assumed		0.2		0.2		0.4
Total purchase price		$	21.1	$	—	$	21.1

The fair value of the customer relationships intangible assets was determined by applying the income approach through a discounted cash flow analysis, specifically a multi-period excess earnings method. The valuation was based on the present value of the net earnings attributable to the measured assets.

We believe that the information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. If facts and circumstances arise that necessitate change, we will adjust the associated fair values. Thus, the provisional measurements of fair value set forth above are subject to change. We expect to further analyze certain assumptions applied to the valuation models and the calculation of deferred income tax. We expect to complete the purchase accounting process as soon as practicable but no later than one year from the respective acquisition dates.

The value of the goodwill is primarily related to the acquired businesses’ capability associated with product development which provides opportunity to expand our products and services offerings as well as cost synergy generated from the combined business. The intangible assets are amortized using a straight-line method. The amortization method reflects the timing of the benefits derived from each of the intangible assets.

On July 1, 2019, the Company acquired a 100% ownership interest in Lattice Engines, Inc. ("Lattice"). The acquisition was valued at $127 million. Lattice is an artificial intelligence powered customer data platform, enabling business-to-business (“B2B”) organizations to scale their account-based marketing and sales programs across every channel. The results of Lattice have been included in our consolidated financial statements since the date of acquisition. We have finalized the purchase allocation as of March 31, 2020 and there were no changes compared to the amounts recorded as of December 31, 2019.