Item 7.01 Regulation FD Disclosure. OnSeptember 7, 2021 ,ZoomInfo Technologies Inc. (the "Company" or "ZoomInfo") issued a press release announcing that its Board of Directors (the "Board of Directors") has unanimously approved streamlining the Company's corporate structure and governance by eliminating the Company's umbrella partnership-C-corporation ("UP-C") structure. As a result of this approval, the Company plans to pursue a reorganization of certain corporate entities (the "Reorganization"), subject to approval of the Reorganization transactions by the Board of Directors. As part of the Reorganization, the Company plans to form a newDelaware corporation ("NewCo") with a single class of common stock as a new holding company ofZoomInfo that will replaceZoomInfo as a listed company. In connection with the Reorganization, holders of shares of Class A common stock, par value$0.01 per share (the "Class A Common Stock"), and Class C common stock, par value$0.01 per share, of the Company will cease to hold such shares and will receive an equivalent number of shares of Class A common stock, par value$0.01 per share, of NewCo that have the same voting and economic rights as the Company's existing Class A Common Stock. The Reorganization is aimed at reducing operational complexity and implementing more investor friendly corporate governance and is expected to enable the Company to become eligible for inclusion in relevant stock indices. The Company is targeting completing the Reorganization in the fourth quarter of 2021. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in Item 7.01 of this Current Report on Form 8-K, including the press release 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 Press Release datedSeptember 7, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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 Company's plans to pursue the Reorganization and the
expected timing and benefits 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
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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:September 7, 2021 By: /s/Anthony Stark Name :Anthony Stark Title: General Counsel and Corporate Secretary
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