Attached files

file filename
EX-23.2 - EXHIBIT 23.2 - Dun & Bradstreet Holdings, Inc.tm201257d14_ex23-2.htm
EX-23.1 - EXHIBIT 23.1 - Dun & Bradstreet Holdings, Inc.tm201257d14_ex23-1.htm

 

As filed with the Securities and Exchange Commission on June 30, 2020

Registration No. 333-

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

 

Dun & Bradstreet Holdings, Inc.
(Exact name of registrant as specified in its charter)

 

Delaware
(State or other jurisdiction of
incorporation or organization)
7320
(Primary Standard Industrial
Classification Code Number)

83-2008699
(I.R.S. Employer
Identification Number)

 

103 John F. Kennedy Parkway
Short Hills, New Jersey 07078
(973) 921-5500
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)

 

Joe A. Reinhardt III
Chief Legal Officer
103 John F. Kennedy Parkway
Short Hills, New Jersey 07078
(973) 921-5500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

 

Copies to:

 

Alexander D. Lynch, Esq.
Barbra J. Broudy, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000 (Phone)
(212) 310-8007 (Fax)

Marc D. Jaffe, Esq.

Ian D. Schuman, Esq.

Stelios G. Saffos, Esq.

Latham & Watkins LLP

885 Third Avenue

New York, New York 10022

(212) 906-1894

       

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x 333-239050

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer x Smaller reporting company ¨
  Emerging growth company      ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.

 


CALCULATION OF REGISTRATION FEE
Title of Each Class of
Security Being
Registered
Amount Being
Registered(1)
Proposed Maximum
Offering Price per
Security(2)
Proposed Maximum
Aggregate Offering
Price(2)
Amount of Registration
Fee(3)
Common stock, par value $0.0001 per share 14,435,112 $22.00 $317,572,464 $41,220.91

 

  (1) This amount is in addition to the 75,612,500 shares of common stock registered under the registration statement originally declared  effective on June 30, 2020 (File No. 333-239050) and includes shares of common stock that may be purchased by the underwriters upon exercise of their option to purchase additional shares of common stock.
   
  (2) Based on the public offering price.
   
  (3) The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, based on the  proposed maximum aggregate offering price.
   

 

The Registrant Statement shall become effective upon filing with the Securities and Exchange Commission
in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

 

 

 

 

 

 

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

 

This registration statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This registration statement relates to the registrant’s prior registration statement on Form S-1 (Registration No. 333-239050), originally filed on June 9, 2020, as amended (together with its exhibits the “Prior Registration Statement”), which was declared effective on June 30, 2020. The Prior Registration Statement is incorporated by reference herein.

 

1

 

EXHIBIT INDEX

 

Exhibit No.

Description

5.1 Opinion of Weil, Gotshal & Manges LLP (incorporated by reference to Exhibit 5.1 filed with the Prior Registration Statement).
23.1 Consent of KPMG LLP, Independent Registered Public Accounting Firm.
23.2 Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.3 Consent of Weil, Gotshal & Manges LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included in signature page to the Prior Registration Statement).

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Short Hills, New Jersey, on June 30, 2020.

 

  Dun & Bradstreet Holdings, Inc.
   
  By: /s/ Joe A. Reinhardt III
    Name: Joe A. Reinhardt III
    Title: Chief Legal Officer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on June 30, 2020.

 

Signature Title
   

* 

Anthony M. Jabbour
 

Chief Executive Officer and Director

(Principal Executive Officer)

 

*

Bryan T. Hipsher
 

Chief Financial Officer

(Principal Financial Officer)

 

*

Anthony Pietrontone
 

Chief Accounting Officer

(Principal Accounting Officer)

 

*

William P. Foley II
 

Chairman of the Board

*

Douglas K. Ammerman

 

Director

*

Chinh E. Chu

 

Director

*

Thomas M. Hagerty
 

Director

*

Richard N. Massey

 

Director

*

James A. Quella

 

Director

*

Ganesh B. Rao

Director

 

*By: /s/ Joe A. Reinhardt III  
   
  Name: Joe A. Reinhardt III  
  Title: Attorney-in-fact  

 

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