Item 3.02. Unregistered Sale of Equity Securities
On October 7, 2020, Dun & Bradstreet Holdings BV, a subsidiary of Dun &
Bradstreet Holdings, Inc. (the "Company"), entered into a definitive agreement
(the "Agreement") to purchase the outstanding shares of Bisnode Business
Information Group AB ("Bisnode"). Upon the close of the transaction, the Company
will issue as part of the consideration an aggregate of 6,237,089 unregistered,
fully paid, validly issued and non-assessable shares (the "Consideration Shares)
of its common stock, par value $0.0001 per share (the "Common Stock"), to the
sellers of Bisnode (the "Sellers"). The aggregate number of Consideration Shares
was determined by dividing approximately 1.4 billion SEK (25% of the estimated
purchase price for the outstanding shares of Bisnode at closing) by 222 SEK
(which is equal to (i) the volume-weighted average share price of the Common
Stock on the New York Stock Exchange, as reported by Bloomberg, for the 20
consecutive trading days ending on the last full trading day preceding the date
of the Agreement, rounded to the nearest tenth of a U.S. dollar, multiplied by
(ii) a conversion rate of 8.93 USD/SEK (which corresponds to the average closing
spot rate of exchange between the U.S. dollar and SEK published by the Central
Bank of Sweden during the five business days ending on the last full business
day preceding the date of the Agreement)).
The Company intends to issue the Consideration Shares at closing in reliance on
the exemption from registration pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended (the "Securities Act") on the basis that it did not
involve a public offering. In addition, the Company relied upon warranties of
the Sellers in the Agreement with respect to and in support of the exemption
from registration provided by Section 4(a)(2) of the Securities Act.
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