Notes Payable and Indebtedness

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Notes Payable and Indebtedness

Notes Payable and Indebtedness

Our borrowings are summarized in the following table:

		At December 31, 2021						At December 31, 2020
	Maturity	Principal amount		Debt issuance costs and discount*		Carrying value		Principal amount		Debt issuance costs and discount*		Carrying value
Debt maturing within one year:
Term loan facility (1)		$	28.1	$	—	$	28.1	$	25.3	$	—	$	25.3
Total short-term debt		$	28.1	$	—	$	28.1	$	25.3	$	—	$	25.3
Debt maturing after one year:
Term loan facility (1)	February 8, 2026	$	2,754.8	$	64.5	$	2,690.3	$	2,485.7	$	77.1	$	2,408.6
Revolving facility (1) (2)	September 11, 2025	160.0		—		160.0		—		—		—
5.000% Senior unsecured notes (1)	December 15, 2029	460.0		6.8		453.2		—		—		—
6.875% Senior secured notes (1)	August 15, 2026	420.0		6.8		413.2		420.0		8.2		411.8
10.250% Senior unsecured notes (1)	Fully paid off in December 2021	—		—		—		450.0		14.6		435.4
Total long-term debt		$	3,794.8	$	78.1	$	3,716.7	$	3,355.7	$	99.9	$	3,255.8
Total debt		$	3,822.9	$	78.1	$	3,744.8	$	3,381.0	$	99.9	$	3,281.1

*Represents the unamortized portion of debt issuance costs and discounts.

(1) The 5.000% Senior Unsecured Notes, the Senior Secured Credit Facilities, the 6.875% Senior Secured and the 10.250% Unsecured Notes contain certain covenants that limit our ability to incur additional indebtedness and guarantee indebtedness, create liens, engage in mergers or acquisitions, sell, transfer or otherwise dispose of assets, pay dividends and distributions or repurchase capital stock, prepay certain indebtedness and make investments, loans and advances. We were in compliance with these non-financial covenants at December 31, 2021 and December 31, 2020.

(2) The Revolving Facility contains a springing financial covenant requiring compliance with a maximum ratio of first lien net indebtedness to consolidated EBITDA of 6.75. The financial covenant applies only if the aggregate principal amount of borrowings under the Revolving Facility and certain outstanding letters of credit exceeds 35% of the total amount of commitments under the Revolving Facility on the last day of any fiscal quarter. The financial covenant did not apply at December 31, 2021 and December 31, 2020.

Successor Debt

On August 8, 2018, a consortium of investors formed a Delaware limited partnership, Star Parent, L.P. and Star Merger Sub, Inc. ("Merger Sub"), and subsequently formed subsidiaries including Dun & Bradstreet Holdings, Inc., Star Intermediate II, LLC and Star Intermediate III, LLC. Also on August 8, 2018, Dun & Bradstreet entered into an Agreement and Plan of Merger (the "Merger Agreement") with Star Parent, L.P. 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. The transaction is referred to as the "Take-Private Transaction." In connection with the Take-Private Transaction on February 8, 2019, the Company entered into a credit agreement governing its Senior Secured Credit Facilities (the "Senior Secured Credit Facilities"). The Senior Secured Credit Facilities provided for (i) a seven year senior secured term loan facility in an aggregate principal amount of $2,530 million (the "Term Loan Facility:); (ii) a five year senior secured revolving credit facility in an aggregate principal amount of $400 million (the "Revolving Facility"); and (iii) a 364-day repatriation bridge facility in an aggregate amount of $63 million (the "Repatriation Bridge Loan"). The closing of the Senior Secured Credit Facilities was conditional on the redemption of the Predecessor debt. Also on February 8, 2019, Merger Sub, which was merged into Dun & Bradstreet upon the closing of the Take-Private Transaction, issued $700 million in aggregate principal amount of 6.875% Senior Secured Notes due 2026 and $750 million in aggregate principal amount of 10.250% Senior Unsecured Notes due 2027. Together with the equity contributions from the investors, the proceeds from these financing transactions were used to (i) finance and consummate the Take-Private Transaction and other transactions, including to fund non-qualified pension and deferred compensation plan obligations; (ii) repay in full all outstanding indebtedness under the Company's then-existing senior

secured credit facilities; (iii) fund the redemption and discharge of all of the Company’s then-existing senior notes; and (iv) pay related fees, costs, premiums and expenses in connection with these transactions.

Initial debt issuance costs of $31.6 million and $17.9 million related to the 10.250% Senior Unsecured Notes and the 6.875% Senior Secured Notes, respectively, were recorded as a reduction of the carrying amount of the notes and amortized over the contractual term of the notes. The Senior Secured Notes and the Senior Unsecured Notes may be redeemed at our option, in whole or in part, following specified events and on specified redemption dates and at the redemption prices specified in the indenture governing the Senior Secured Notes and the Senior Unsecured Notes.

On July 6, 2020, we completed an IPO and concurrent private placement (see Note 1) and received gross proceeds from the transaction of $2,381.0 million. In connection with the IPO and concurrent private placement, we repaid $300 million in aggregate principal amount of our 10.250% Senior Unsecured Notes on July 6, 2020. As a result, the associated deferred debt issuance costs and discount of $10.5 million were written off. In addition, we were required to pay a premium of $30.8 million related to the repayment, for which we recorded an expense. Both were accrued and reflected within “Non-operating income (expense) – net” for the year ended December 31, 2020. The remaining debt issuance costs of $15.7 million continue to be amortized over the remaining term of the notes through the date of the full redemption (see discussion below).

On September 26, 2020, we repaid $280 million in aggregate principal amount of our 6.875% Senior Secured Notes. As a result, the associated deferred debt issuance costs and discount of $5.7 million were written off. In addition, we were required to pay a premium of $19.3 million related to the repayment, for which we recorded an expense. Both were recorded within “Non-operating income (expense)-net” for the year ended December 31, 2020. The remaining debt issuance costs of $8.6 million continue to be amortized over the remaining term of the notes.

On December 20, 2021, we issued $460 million in aggregate principal amount of 5.000% Senior Unsecured Notes due December 15, 2029. The proceeds from the issuance of Senior Unsecured Notes and cash on hand were used to fund the full redemption of the $450 million in aggregate principal amount of our 10.250% Senior Unsecured Notes due 2027, inclusive of an early redemption premium of $29.5 million, accrued interest and other fees and expenses. As a result of the redemption, we recorded a loss on debt extinguishment of $42.0 million as the difference between the settlement payments of $479.5 million and the carrying amount of the debt of $437.5 million, including unamortized debt issuance costs of $12.5 million. The loss was recorded within “Non-operating income (expense)-net” for the year ended December 31, 2021. Initial debt issuance costs of $6.9 million related to the 5.000% Senior Unsecured Notes were recorded as a reduction of the carrying amount of the notes and will be amortized over the contractual term of the notes.

Senior Secured Credit Facilities

Borrowings under the Senior Secured Credit Facilities bear interest at a rate per annum equal to an applicable margin over a LIBOR rate for the interest period relevant to such borrowing, subject to interest rate floors, and they are secured by substantially all of the Company’s assets. The debt issuance costs of $62.1 million and discount of $50.6 million related to the Term Loan facility were recorded as a reduction of the carrying amount of the Term Loan Facility and are being amortized over the term of the facility. Initial debt issuance costs of $9.6 million related to the Revolving Facility were included in "Other non-current assets" on the consolidated balance sheet and amortized over the term of the Revolving Facility.

Other details of the Senior Secured Credit Facilities:

•As required by the credit agreement, beginning June 30, 2020, the principal amount of the Term Loan Facility is being paid down 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. The margin to LIBOR was 500 basis points initially. On February 10, 2020, an amendment was made to the credit agreement, specifically related to the Term Loan Facility, which reduced the margin to LIBOR to 400 basis points. The maturity date for the Term Loan Facility remains February 8, 2026 and no changes were made to the financial covenants or scheduled amortization. In connection with the term loan repricing, we incurred $0.8 million of third-party fees and wrote off $6.2 million of deferred debt issuance costs and discount related to changes in syndicated lenders. Both were recorded within “Other income (expense)-net” for the year ended December 31, 2020. Subsequent to the IPO transaction, the spread was further reduced by 25 basis points to 375 basis points. On January 27, 2021, the spread was reduced by 50 basis points to 325 basis points. The interest rate associated with the outstanding balances of the Term Loan Facility at December 31, 2021 and December 31, 2020 were 3.352% and 3.898%, respectively.

•The margin to LIBOR for borrowings under the Revolving Facility was 350 basis points initially. Subsequent to the IPO transaction, the spread was reduced by 25 basis points to 325 basis points, subject to a ratio-based pricing grid. The aggregate amount available under the Revolving Facility is $850 million. The available borrowing under the

Revolving Facility at December 31, 2021 was $690 million and the interest rate associated with the outstanding balance of the Revolving Facility at December 31, 2021 was 3.104%. There was no outstanding balance at December 31, 2020.

•The Repatriation Bridge Facility matured on February 7, 2020. Debt issuance costs of $1.5 million were recorded as a reduction of the carrying amount of the Repatriation Bridge Facility and were amortized over the term of the Repatriation Bridge Facility. The margin to LIBOR was 350 basis points. The outstanding balance of the Repatriation Bridge Facility was fully repaid in February 2020.

On September 11, 2020, we amended our credit agreement dated February 8, 2019, specifically related to the Revolving Facility. The amendment increases the aggregate amount available under the Revolving Facility from $400 million to $850 million, and resets the Revolving Facility maturity date, from February 8, 2024, to September 11, 2025. As a result of the amendment, we wrote off $0.8 million deferred debt issuance costs related to changes in syndication lenders and reported within “Non-operating income (expense) – net” for the year ended December 31, 2020. The remaining deferred debt issuance costs of together with the additional issuance costs of $1.7 million incurred in connection with the amendment, are being amortized over the new five-year term.

On November 18, 2020, we amended our credit agreement dated February 8, 2019, specifically related to the Term Loan Facility. The amendment establishes an Incremental Term Loan in an aggregate principle amount of $300 million. The proceeds of the Incremental Term Loan were drawn and used in January 2021 to finance a portion of the purchase price for the acquisition of the outstanding shares of Bisnode. The issuance discount of $2.6 million was recorded as a reduction of the carrying amount of the Incremental Term Loan and amortized over the remaining term of the loan. The Incremental Term Loan has the same terms as the existing term loan.

On January 27, 2021, we amended our credit agreement dated February 8, 2019, specifically related to the Term Loan Facility to reduce the applicable margin for the term loan facility by 0.50% overall, resulting in a margin spread of LIBOR plus 3.25% per annum or the applicable base rate plus 2.25% per annum and establish a 0.25% step down in the applicable margin if the Company maintains a rating of at least B+ from Standard & Poor’s Investors Ratings Services and receives at least B1 from Moody’s Investors Service.

Below table sets forth the scheduled maturities and interest payments for our total debt outstanding as of December 31, 2021, plus the Incremental Term Loan of $460 million established on January 18, 2022 (see Note 22):

	2022 (a)		2023		2024		2025		2026		Thereafter		Total
Debt principal outstanding as of December 31, 2021	$	448.1	$	28.1	$	28.1	$	188.1	$	2,670.5	$	460.0	$	3,822.9
Interest associated with debt outstanding as of December 31, 2021 (b)	149.4		119.9		119.0		116.6		32.4		69.0		606.3
Incremental Term Loan - Principal (c)	3.5		4.6		4.6		4.6		4.6		438.1		460.0
Incremental Term Loan - Interest (c)	15.2		15.0		14.9		14.7		14.6		29.4		103.8
Total debt and interest	$	616.2	$	167.6	$	166.6	$	324.0	$	2,722.1	$	996.5	$	4,993.0

(a)Amounts reflect the redemption of the $420 million 6.875% Senior Secured Notes (see Note 22).

(b)Includes $28.6 million in 2022 of which $16.3 million related to payment for early redemption premium and $12.3 million related to payment for accrued interest for the 6.875% Senior Secured Notes.

(c)Amounts reflect the Incremental Term Loan of $460 million established on January 18, 2022 (see Note 22).

Retired Predecessor Debt

In connection with the Take-Private Transaction, we repaid in full all outstanding indebtedness under the Predecessor Term Loan Facility and Revolving Credit Facility and funded the redemption and discharge of the Predecessor senior notes,

inclusive of a make-whole payment of $25.1 million, which was considered in our determination of the acquisition date fair value of the Predecessor senior notes as part of purchase accounting. The transactions were accounted for as a debt extinguishment in accordance with ASC 470-50, "Debt—Modifications and Extinguishments." The payoff of the Predecessor debt was a condition of the closing of Successor debt financing. Total unamortized debt issuance costs and discount of $6.6 million related to the Predecessor Term Loan Facility and Revolving Credit Facility were allocated zero value as part of purchase accounting. The weighted average interest rate associated with the outstanding balances related to the Predecessor Revolving Credit Facility prior to retirement as of February 7, 2019 was 3.66% and as of December 31, 2018 was 3.72%. The interest rate associated with the outstanding balances related to the Predecessor Term Loan Facility prior to retirement as of February 7, 2019 was 4.00% and as of December 31, 2018 was 4.01%.

Other

We were contingently liable under open standby letters of credit and bank guarantees issued by our banks in favor of third parties totaling $13.5 million at December 31, 2021 and $5.9 million at December 31, 2020.

On March 30, 2021, we entered into three-year interest rate swaps with an aggregate notional amount of $1 billion. The interest rate swaps under the April 20, 2018 agreement expired on April 27, 2021. The objective of the swaps is to mitigate the variation of future cash flows from changes in the floating interest rates on our existing debt. See further discussion in Note 13 to our consolidated financial statements.