Item 7.01 Regulation FD Disclosure.
OnAugust 20, 2021 ,ZoomInfo Technologies Inc. (the "Company") and certain of its subsidiaries completed a series of reorganization transactions (the "Reorganization") to simplify its corporate structure, including the distribution of shares of common stock ofRKSI Acquisition Corp ("RKSI") fromZoomInfo Holdings LLC toZoomInfo Intermediate Holdings LLC ("HoldCo"), the merger of RKSI with and intoHoldCo withHoldCo surviving, and the merger (the "HoldCo Merger") ofHoldCo with and into the Company with the Company surviving. Prior to the consummation of the HoldCo Merger, all holders of limited liability company interests ("HoldCo Units") inHoldCo (other than the Company) exchanged their HoldCo Units and paired shares of Class B common stock of the Company for shares of Class A common stock of the Company pursuant to the terms of the limited liability company agreement ofHoldCo . The Reorganization, primarily the elimination of a corporate subsidiary betweenZoomInfo Holdings LLC andZoomInfo Technologies LLC , is aimed at reducing operational complexity, partially mitigating liquidity risks inherent in the Company's holding company structure, and enabling the Company's stakeholders and investors to better understand and model the Company's cash flows related to taxes. Prior to the completion of the Reorganization, the Exchange Tax Receivable Agreement, dated as ofJune 3, 2020 , by and among the Company and each of the other persons from time to time party thereto, and the Reorganization Tax Receivable Agreement, dated as ofJune 3, 2020 , by and among the Company and each of the other persons from time to time party thereto (collectively, the "Tax Receivable Agreements"), were amended to clarify that the Reorganization would have no impact on the existing rights under the Tax Receivable Agreements. A chart showing the Company's organizational structure after giving effect to the Reorganization is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. This chart is provided for illustrative purposes only and does not purport to represent all legal entities within the Company's organizational structure. The information contained in Item 7.01 of this Current Report on Form 8-K, including the structure chart furnished as Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following documents are herewith furnished as exhibits to this report: Exhibit No. Description 99.1 Organizational Structure ofZoomInfo Technologies Inc.
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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, including without limitation
statements regarding the expected effects of the Reorganization. In some cases,
you can identify these forward-looking statements by the use of words such as
"anticipate," "aim," "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. 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
-------------------------------------------------------------------------------- Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ZoomInfo Technologies Inc. Date:August 23, 2021 By: /s/Anthony Stark Name :Anthony Stark Title: General Counsel and Corporate Secretary
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