Item 1.01 Entry into a Material Definitive Agreement.



Supplemental Indenture with respect to Additional 3.875% Senior Notes due 2029
On July 15, 2021, ZoomInfo Technologies LLC (the "Issuer") and ZoomInfo Finance
Corp. (together with the Issuer, the "Issuers"), indirect subsidiaries of
ZoomInfo Technologies Inc. (the "Company"), issued and sold $300.0 million
aggregate principal amount of additional 3.875% Senior Notes due 2029 (the
"Additional Notes"), which mature on February 1, 2029, pursuant to a
supplemental indenture, dated as of July 15, 2021 (the "Supplemental
Indenture"), by and among the Issuers, the guarantors named on the signature
pages thereto (the "Guarantors") and Wells Fargo, National Association, as
trustee (the "Trustee"), to the Indenture, dated as of February 2, 2021 (as
supplemented by the Supplemental Indenture, the "Indenture"), by and among the
Issuers, the Guarantors and the Trustee, governing the 3.875% Senior Notes due
2029 that were issued on February 2, 2021 (the "Existing Notes"). The Additional
Notes will be treated as a single series with the Existing Notes and will have
the same terms as those of the Existing Notes, except that the Additional Notes
have a different issue date and different issue price. The Additional Notes and
the Existing Notes will vote as one class under the Indenture. The Additional
Notes were sold within the United States only to persons reasonably believed to
be qualified institutional buyers in reliance on Rule 144A under the Securities
Act of 1933, as amended (the "Securities Act"), and outside the United States to
non-U.S. persons in reliance on Regulation S under the Securities Act.

The net proceeds from the Additional Notes are expected to be used, together
with the net proceeds from the expected amendment (the "Credit Agreement
Amendment") to ZoomInfo LLC's (the "Borrower") existing first lien credit
agreement, by and among the Borrower, the Issuer as co-borrower (the
"Co-Borrower"), ZoomInfo Midco LLC, the Guarantors party thereto, the lenders
party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent,
collateral agent and L/C issuer, that is expected to provide for, among other
things, the incurrence of an additional $200 million aggregate principal amount
of additional term loans, (i) to repay $225 million of outstanding borrowings
under the revolving credit facility which were used to pay a portion of the
consideration for the previously announced acquisition of AffectLayer Inc. d/b/a
Chorus.ai (the "Acquisition") and (ii) to pay fees and expenses related to this
offering, the Credit Agreement Amendment, and the Acquisition, and (iii) the
remainder for general corporate purposes. The effectiveness of the Credit
Agreement Amendment is subject to market and other customary closing conditions,
and there is no guarantee the Credit Agreement Amendment will be entered into on
the terms expected, within the expected time frame, or at all.

Each of the foregoing descriptions of each of the Indenture, the Supplemental
Indenture and the Notes do not purport to be complete and are qualified in their
entirety by reference to the full text of each of such documents, which are
filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form
8-K and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

Item 8.01. Other Events.



On July 13, 2021, ZoomInfo Technologies Inc. (the "Company") issued a press
release announcing that the Issuers priced the previously announced offering
(the "Offering") of $300 million in aggregate principal amount of Additional
Notes. The full text of the press release is filed as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.



--------------------------------------------------------------------------------


On July 15, 2021, the Issuers completed the Offering. The Issuers and the
Borrower intend to use the net proceeds from the Offering and the Credit
Agreement Amendment to (i) repay $225 million of outstanding borrowings under
the revolving credit facility which were used to pay a portion of the
consideration for the Acquisition, (ii) pay fees and expenses related to this
offering, the Credit Agreement Amendment, and the Acquisition, and (iii) use the
remainder for general corporate purposes.
This Current Report on Form 8-K shall not constitute an offer to sell or a
solicitation of an offer to buy the securities described above, and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such an
offer, solicitation or sale would be unlawful.

FORWARD-LOOKING STATEMENTS



This Current Report on Form 8-K contains "forward-looking statements" within the
meaning of the federal securities laws. Forward-looking statements include all
statements that are not historical facts. In some cases, you can identify these
forward-looking statements by the use of words such as "anticipate," "believe,"
"can," "continue," "could," "estimate," "expect," "forecast," "goal," "intend,"
"may," "might," "objective," "outlook," "plan," "potential," "predict,"
"projection," "seek," "should," "target," "trend," "will," "would" or the
negative version of these words or other comparable words. Such forward-looking
statements are subject to various risks, uncertainties, assumptions, or changes
in circumstances that are difficult to predict or quantify. These
forward-looking statements include any statements regarding the intended use of
proceeds from the Offering and the Credit Agreement Amendment. Accordingly,
there are or will be important factors that could cause actual outcomes or
results to differ materially from those indicated in these statements. These
factors include but are not limited to those described in the Company's Annual
Report on Form 10-K for the year ended December 31, 2020 and other reports filed
by the Company from time to time with the Securities and Exchange Commission
("SEC"), which are accessible on the SEC's website at www.sec.gov. These factors
should not be construed as exhaustive and should be read in conjunction with the
other cautionary statements that are included such filings. The Company
undertakes no obligation to publicly update or review any forward-looking
statement, whether as a result of new information, future developments or
otherwise, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following documents are herewith filed as exhibits to this report:



Exhibit No.
4.1                                       Indenture, dated as of February

2, 2021, by and among ZoomInfo

Technologies LLC, ZoomInfo Finance

Corp., the guarantors named on


                                        the signature pages thereto, and

Wells Fargo National Association,


                                        as trustee (filed as Exhibit 4.1 to

the Company's Form 8-K filed


                                        with the SEC on February 2, 2021)
4.2                                       Supplemental Indenture, dated as

of July 15, 2021, by and among

ZoomInfo Technologies LLC, ZoomInfo

Finance Corp., the guarantors


                                        named on the signature pages

thereto, and Wells Fargo National


                                        Association, as trustee
4.3                                     Form of 3.875% Senior Note due 2029 (included in Exhibit 4.1)
99.1                                      Press release dated July 13, 2021 with respect to the Offering







--------------------------------------------------------------------------------


                                   Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed by the undersigned hereunto
duly authorized.

                        ZoomInfo Technologies Inc.

Date: July 15, 2021

                        By:               /s/ Anthony Stark
                        Name:             Anthony Stark
                        Title:            General Counsel and Corporate Secretary

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