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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