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 6 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 &

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) then-existing 4.00% Senior Notes due 2020, in an aggregate principal amount of $300 million, and (ii) then-existing 4.37% Senior Notes due 2022 (together 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		Final 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 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 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.



	2019		2018
Reported revenue (Successor)	$	1,413.9	$	—
Dun & Bradstreet pre-acquisition revenue	178.7		1,716.4
Deferred revenue fair value adjustment	134.3		(152.2)
Pro forma revenue	$	1,726.9	$	1,564.2

Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc.(Successor)	$	(674.0)	$	—
Dun & Bradstreet pre-acquisition net income (loss)	(75.6)		288.1
Pro forma adjustments - net of income tax (1):
Deferred revenue fair value adjustment	104.4		(118.3)
Incremental amortization of intangibles	(15.5)		(350.7)
Amortization of deferred commissions	(2.0)		16.9
Transaction costs	154.9		(114.5)
Pension expense adjustment	69.5		38.9
Equity-based compensation adjustment	8.1		—
Preferred dividend adjustment	(21.8)		(128.7)
Incremental interest expense and facility cost adjustment	(21.9)		(215.4)
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor)	$	(473.9)	$	(583.7)

On November 5, 2021, we acquired 100% of the outstanding ownership interests in Eyeota, a global online and offline data onboarding and transformation company, for a purchase price of $172.3 million in cash, subject to net working capital adjustment. The acquisition was funded by borrowing from our revolving facility.


	Amortization life (years)	Initial purchase price allocation
Cash		$	7.1
Accounts receivable		9.3
Other		0.5
Total current assets		16.9
Intangible assets:
Customer relationships	14	20.0
Technology	5	14.0
Trademark	2	1.0
Goodwill	Indefinite	138.3

Total assets acquired		$	190.2
Deferred tax liability		5.9
Other liabilities		12.0
Total liabilities assumed		17.9
Total purchase price		$	172.3

The fair value of the customer relationships intangible asset 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.

The technology intangible asset represents Eyeota's data supply and service platform to deliver customer services and solutions. We applied the income approach to value technology intangible assets, specifically, a relief from royalty method. The valuation was based on the present value of the net earnings attributable to the measured assets.

The intangible assets, with useful lives from two years to 14 years, are being amortized over a weighted-average useful life of 10.1 years. 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.

Although we believe that the information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, the initial purchase price allocations for Eyeota are preliminary and are subject to revision as permitted by ASC 805. The primary areas of the purchase price allocation that are not yet finalized are related to certain liabilities, contingencies and deferred taxes. We will adjust the associated fair values if facts and circumstances arise that necessitate change. We expect to complete the purchase accounting process as soon as practicable but no later than one year from the acquisition date.


	Amortization life (years)	Initial purchase price allocation at December 31, 2021
Cash		$	2.6
Accounts receivable		2.6
Other		0.4
Total current assets		5.6
Intangible assets:
Customer relationships	15	19.8
Technology	5	1.3
Trademark	2	0.2
Database	3	2.2
Goodwill	Indefinite	41.9


Total assets acquired		$	71.0
Total liabilities assumed		1.2
Total purchase price		$	69.8

The database intangible asset represents business and consumer data collected and managed by NetWise. The technology intangible asset represents NetWise's data supply and service platform to deliver customer services and solutions. We applied the income approach to value database and technology intangible assets, specifically, a relief from royalty method. The valuation was based on the present value of the net earnings attributable to the measured assets.

The intangible assets, with useful lives from two years to 15 years, are being amortized over a weighted-average useful life of 13.2 years. 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.

Although we believe that the information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, the initial purchase price allocations for NetWise are preliminary and are subject to revision as permitted by ASC 805. The primary areas of the purchase price allocation that are not yet finalized are related to certain liabilities and contingencies. We will adjust the associated fair values if facts and circumstances arise that necessitate change. We expect to complete the purchase accounting process as soon as practicable but no later than one year from the acquisition date.

On January 8, 2021, we acquired 100% ownership of Bisnode, a leading European data and analytics firm and long-standing member of the Dun & Bradstreet WWN alliances, for a total purchase price of $805.8 million. The transaction closed with a combination of cash of $646.9 million and 6,237,087 newly issued shares of common stock of the Company in a private placement valued at $158.9 million based on the stock closing price on January 8, 2021. Upon the close of the transaction, we settled a zero-cost foreign currency collar and received $21.0 million, which reduced our net cash payment for the acquisition. The transaction was partially funded by the proceeds from the $300 million borrowing from the Incremental Term Loan. See Note 6 for further discussion.

The acquisition was accounted for in accordance with ASC 805, as a purchase transaction, and accordingly, the assets and liabilities of the entity were recorded at their estimated fair values at the date of the acquisition. We have included the financial results of Bisnode in our consolidated financial statements since the acquisition date. Transaction costs of $0.4 million and $4.6 million were included in selling and administrative expenses for the years ended December 31, 2021 and 2020, respectively. As a result of the acquisition, we wrote off pre-existing contract assets and liabilities of $2.9 million and $0.8 million to selling and administrative expenses and revenue, respectively, for the year ended December 31, 2021. The acquisition effectively settled these pre-existing relationships. We allocated goodwill and intangible assets to our International segment.


	Weighted average amortization period (years)	Initial purchase price allocation at March 31, 2021		Measurement period adjustment		Final purchase price allocation at December 31, 2021
Cash		$	29.9	$	—	$	29.9
Accounts receivable		61.0		—		61.0
Other current assets		13.1		—		13.1
Total current assets		104.0		—		104.0
Property, plant & equipment		3.5		—		3.5
Intangible assets:
Reacquired right	15	271.0		(1.0)		270.0
Database	12	116.0		(5.0)		111.0
Customer relationships	10	106.0		2.0		108.0
Technology	14	65.0		(1.0)		64.0
Goodwill	Indefinite	488.4		7.0		495.4
Right of use asset		26.7		0.7		27.4
Other		5.2		(2.3)		2.9
Total assets acquired		$	1,185.8	$	0.4	$	1,186.2

Accounts payable		$	17.5	$	—	$	17.5
Deferred revenue (1)		80.6		—		80.6
Accrued payroll		20.7		—		20.7
Accrued income tax and other tax liabilities		17.1		—		17.1
Short-term lease liability		8.4		0.2		8.6
Other current liabilities		23.7		—		23.7
Total current liabilities		168.0		0.2		168.2
Long-term pension and postretirement obligations		65.4		—		65.4
Deferred tax liability		127.6		0.2		127.8
Long-term lease liability		18.2		—		18.2
Other liabilities		0.8		—		0.8
Total liabilities assumed		$	380.0	$	0.4	$	380.4
Total consideration		$	805.8	$	—	$	805.8

(1)In the fourth quarter of 2021, we early adopted ASU No. 2021-08, "Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers," retrospectively to all business combinations during 2021. As a result, acquired deferred revenue balances were measured based on the guidance of ASC 606.

The fair value of the reacquired right intangible asset primarily related to rights that were previously granted to Bisnode under the WWN agreement, including rights to sell certain products under the D&B brand name and the right to access D&B database and technology platform. The fair value of reacquired right intangible asset was determined by applying the income approach; specifically, utilizing a multi-period excess earnings method. In addition, as a result of the Bisnode acquisition, we reclassified the net book value of previously recognized WWN relationships intangible asset related to the Bisnode relationship of $64.7 million to reacquired right, which is amortized over 15 years, together with the above-mentioned newly recognized reacquired right.

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, 2021, we have adjusted fair value for certain intangible assets based on updated information. An asset and liability was recognized for favorable and unfavorable lease terms, respectively, during the measurement period. In addition, we recorded adjustments to the deferred tax liability reflecting the changes of intangible asset fair value. The above measurement period adjustments to the preliminary valuation of assets and liabilities resulted in a net increase of goodwill of $7.0 million during 2021. We have completed the purchase accounting process as of December 31, 2021.

The intangible assets, with useful lives from 6 to 15 years, are being amortized over a weighted-average useful life of 13.6 years. The customer relationship, technology and database intangible assets are primarily amortized using an accelerating method. Reacquired right is amortized using a straight-line method. The amortization methods reflect the timing of the benefits derived from each of the intangible assets.


	Year ended December 31, 2021		Year ended December 31, 2020
Reported revenue	$	2,165.6	$	1,738.7
Pro forma adjustments:
Pre-acquisition revenue:
Bisnode	4.6		400.0
Eyeota	31.5		31.5
NetWise	8.4		6.8
Adjustments to Bisnode's pre-acquisition revenue related to revenue received from Dun & Bradstreet Holdings, Inc.	—		(21.0)
Adjustments to Dun & Bradstreet revenue related to revenue received from Bisnode	—		(43.0)
Total pro forma revenue	$	2,210.1	$	2,113.0

Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc.	$	(71.7)	$	(180.6)
Pro forma adjustments - net of tax effect:
Pre-acquisition net income:
Bisnode	0.8		57.2
Eyeota	(0.3)		(0.3)
NetWise	(1.2)		1.2
Intangible amortization - net of tax benefits	(1.1)		(56.8)
Write off related to pre-existing relationship - net of tax benefits	2.3		(2.3)
Transaction costs - net of tax benefits	3.0		3.5
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc.	$	(68.2)	$	(178.1)

On March 11, 2020, we acquired substantially all of the assets of 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 was paid on September 11, 2020. 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, as purchase transactions, and accordingly, the assets and liabilities of both 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 year ended December 31, 2020. We have included the financial results of Orb and coAction.com 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 for the year ended December 31, 2020. We allocated goodwill and intangible assets to our North America segment and completed the purchase accounting process as of December 31, 2020.


	Amortization life (years)	Initial purchase price allocation at March 31, 2020		Measurement period adjustments		Final purchase price allocation at December 31, 2020
Cash		$	0.5	$	—	$	0.5
Accounts receivable		0.3		—		0.3
Other		0.2		0.1		0.3
Total current assets		1.0		0.1		1.1
Intangible assets:
Customer relationships	7	2.4		—		2.4
Technology	11	6.8		—		6.8
Goodwill	Indefinite	10.7		0.2		10.9
Deferred tax asset		0.4		—		0.4

Total assets acquired		$	21.3	$	0.3	$	21.6
Total liabilities assumed		0.2		0.2		0.4
Total purchase price		$	21.1	$	0.1	$	21.2

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.

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"). Lattice is an artificial intelligence powered customer data platform, enabling business-to-business 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 had finalized the purchase allocation as of March 31, 2020 and there were no changes compared to the amounts recorded as of December 31, 2019. In connection with the acquisition of Lattice, the Company received capital funding of $100 million from Parent’s partners.

The acquisition was accounted for in accordance with ASC 805. The acquisition was valued at $127 million. Transaction costs of $0.6 million were included in selling and administrative expenses in the consolidated statement of operations and comprehensive income (loss) for the period from January 1, 2019 to December 31, 2019. The acquisition was accounted for as a purchase transaction, and accordingly, the assets and liabilities of the acquired entity were recorded at their estimated fair values at the date of the acquisition.


	Amortization life (years)	Initial purchase price allocation at September 30, 2019		Measurement period adjustments		Final purchase price allocation at March 31, 2020
Cash		$	0.1	$	—	$	0.1
Accounts receivable		1.9		—		1.9
Other		0.7		—		0.7
Total current assets		2.7		—		2.7
Intangible assets:
Customer relationships	11	25.1		(10.6)		14.5
Technology	14	48.0		(0.6)		47.4
Goodwill		43.0		12.2		55.2
Deferred tax asset		18.4		(0.9)		17.5
Other assets		0.7		(0.2)		0.5
Total assets acquired		$	137.9	$	(0.1)	$	137.8
Deferred revenue		$	6.5	$	—	$	6.5
Other liabilities		4.4		(0.1)		4.3
Total liabilities assumed		10.9		(0.1)		10.8
Total purchase price		$	127.0	$	—	$	127.0

The fair value of the client 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 asset.

The value of the goodwill is primarily related to Lattice’s capability associated with product development which provides potential growth opportunity in the Sales & Marketing space 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.