Filing Details

(1)  Includes all shares owned by Thomas H. Lee Equity Fund VIII, L.P., Thomas H. Lee Parallel Fund VIII, L.P., THL Fund VIII Coinvestment Partners, L.P., THL Executive Fund VIII, L.P., and THL Equity Fund VIII Investors (D&B), L.P.

CUSIP No. 26484T106

13G

(1)  Includes all shares owned by Thomas H. Lee Equity Fund VIII, L.P., Thomas H. Lee Parallel Fund VIII, L.P., THL Fund VIII Coinvestment Partners, L.P., THL Executive Fund VIII, L.P., and THL Equity Fund VIII Investors (D&B), L.P.

CUSIP No. 26484T106

13G

(1)  Includes all shares owned by Thomas H. Lee Equity Fund VIII, L.P., Thomas H. Lee Parallel Fund VIII, L.P., THL Fund VIII Coinvestment Partners, L.P., THL Executive Fund VIII, L.P., and THL Equity Fund VIII Investors (D&B), L.P.

CUSIP No. 26484T106

13G

(1)  Includes all shares owned by Thomas H. Lee Equity Fund VIII, L.P., Thomas H. Lee Parallel Fund VIII, L.P., THL Executive Fund VIII, L.P., and THL Equity Fund VIII Investors (D&B), L.P.

CUSIP No. 26484T106

13G

CUSIP No. 26484T106

13G

CUSIP No. 26484T106

13G

CUSIP No. 26484T106

13G

CUSIP No. 26484T106

13G

CUSIP No. 26484T106

13G

Dun & Bradstreet Holdings, Inc. (“Issuer”)

101 JFK Parkway

Short Hills, New Jersey 07078

This statement is being filed on behalf of the following (collectively, the “Reporting Persons): (1) THL Holdco, LLC (“THL Holdco”); (2) Thomas H. Lee Advisors, LLC (“THL Advisors”); (3) Thomas H. Lee Partners, L.P. (“THL Partners”); (4) THL Managers VIII, LLC (“THL Managers VIII”); (5) THL Equity Advisors VIII, LLC (“Equity Advisors”); (6) THL Equity Fund VIII Investors (D&B), L.P. (“Equity Fund VIII (D&B)”); (7) Thomas H. Lee Parallel Fund VIII, L.P. (“Parallel Fund VIII”); (8) Thomas H. Lee Equity Fund VIII, L.P. (“THL Equity VIII”); (9) THL Fund VIII Coinvestment Partners, L.P. (“Coinvestment VIII”); and (10) THL Executive Fund VIII, L.P. (“Executive Fund VIII” and together with Equity Fund VIII (D&B), Parallel Fund VIII, THL Equity VIII and Coinvestment VIII, the “THL Parties”).

THL Holdco is the managing member of THL Advisors, which is in turn the general partner of THL Partners, which in turn is the general partner of Coinvestment VIII, the managing member of THL Managers VIII and the sole member of Equity Advisors, which in turn is the general partner of THL Equity VIII, Parallel Fund VIII, Executive Fund VIII and Equity Fund VIII (D&B).

An agreement among the Reporting Persons on behalf of which this Schedule 13G/A is filed was previously filed as an exhibit to the original Schedule 13G filing.

For each of the Reporting Persons:

c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, MA 02110

THL Holdco, LLC – Delaware

Thomas H. Lee Advisors, LLC – Delaware

Thomas H. Lee Partners, L.P. – Delaware

THL Managers VIII, LLC – Delaware

THL Equity Advisors VIII, LLC – Delaware

THL Equity Fund VIII Investors (D&B), L.P.   – Delaware

Thomas H. Lee Parallel Fund VIII, L.P. – Delaware

Thomas H. Lee Equity Fund VIII, L.P. – Delaware

THL Fund VIII Coinvestment Partners, L.P. – Delaware

THL Executive Fund VIII, L.P. – Delaware

Common Stock par value $0.0001 per share (“Common Stock”)

The Reporting Persons beneficially own in the aggregate 48,351,863 shares of Common Stock, representing 11.2% of the Issuer’s outstanding Common Stock.  The calculation of the foregoing percentage is based on based on 431,189,078 shares of Common Stock outstanding as of October 31, 2021 (the “Outstanding Shares”), as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 4, 2021.

The following shares were owned by the Reporting Persons on December 31, 2021:

THL Holdco owned 48,351,863 shares of Common Stock representing 11.2% of the Outstanding Shares.

THL Advisors owned 48,351,863 shares of Common Stock representing 11.2% of the Outstanding Shares.

THL Partners owned 48,351,863 shares of Common Stock representing 11.2% of the Outstanding Shares.

Equity Advisors owned 48,351,863 shares of Common Stock representing 11.2% of the Outstanding Shares.

Equity Fund VIII (D&B) owned 14,861,667 shares of Common Stock representing 3.4% of the Outstanding Shares.

Parallel Fund VIII owned 20,218,862 shares of Common Stock representing 4.7% of the Outstanding Shares.

THL Equity VIII owned 11,103,957 shares of Common Stock representing 2.6% of the Outstanding Shares.

Coinvestment VIII owned 1,319,626 shares of Common Stock representing 0.3% of the Outstanding Shares.

Executive Fund VIII owned 847,751 shares of Common Stock representing 0.2% of the Outstanding Shares.

THL Managers VIII owned 0 shares of Common Stock representing 0% shares of the Outstanding Shares.

This Schedule 13G does not include an aggregate of 21,024 shares of restricted Common Stock held by individuals associated with certain of the Reporting Persons for such individuals’ service on the board of directors of the Issuer. THL Partners and its affiliates have a pecuniary interest in such shares.

Each of the Reporting Persons disclaims beneficial ownership of the shares listed in this report, and this report shall not be deemed an admission the Reporting Persons is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein. By virtue of the relationship among the Reporting Persons described herein, the Reporting Persons may be deemed to share beneficial ownership with respect to the shares reported herein.  Each of the Reporting Persons expressly disclaims the existence of such beneficial ownership and this report shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities for the purpose of Section 16 or any other purposes, except to the extent of its pecuniary interest therein.

Due to that certain letter agreement, dated as of June 30, 2020, by and among the THL Parties, DNB Holdco, LLC, CC Star Holdings, LP, Bilcar, LLC and Black Knight Infoserv, LLC (collectively, the “Letter Agreement Parties”), the Letter Agreement Parties may be deemed to constitute a “group”, within the meaning of Section 13(d)(3) of the Exchange Act that beneficially owns, in the aggregate, 199,247,900 shares representing 45.8% of the outstanding Common Stock based on the information concerning beneficial ownership provided to the THL Parties by each of the other Letter Agreement Parties.  It is the understanding of the THL Parties that each of the other Letter Agreement Parties will be filing a separate Schedule 13G pursuant to Rule 13d-1(k)(2). The Reporting Persons expressly disclaim beneficial ownership over any shares of Common Stock that they may be deemed to beneficially own solely by reason of the Letter Agreement. Except as disclosed herein, this Schedule 13G does not reflect any shares of Common Stock beneficially owned by the other Letter Agreement Parties.

The responses of the Reporting Persons to Item 4(a) are incorporated herein by reference.

See Row 5 of each cover page, incorporated herein by reference.

See Row 6 of each cover page, incorporated herein by reference.

See Row 7 of each cover page, incorporated herein by reference.

See Row 8 of each cover page, incorporated herein by reference.

 

Not applicable.

The responses of the Reporting Persons to Items 2(a) and 4(a) are incorporated herein by reference.

Under certain circumstances, partners or members of a Reporting Person, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.

Not Applicable.

See Item 4(a) above.

Not Applicable.

Not Applicable.

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

EXHIBIT INDEX

 

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