Filing Details

THE DUN & BRADSTREET CORPORATION

(Name of Issuer)

Common Stock

(Title of Class of Securities)

26483E100

(CUSIP Number)

David Maryles Managing Director, Legal & Compliance BlackRock, Inc. 55 East 52nd Street New York, NY 10055 (212) 810-5300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 8, 2018

(Date of Event which Requires Filing of this Statement)

 

 

 

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This Schedule 13D (the "Schedule") relates to the common stock, par value $0.01 per share ("Common Stock"), of The Dun & Bradstreet Corporation, a Delaware corporation (the "Issuer").

The principal executive offices of the Issuer are located at 103 JFK Parkway, Short Hills, NJ 07078.

 Item 2. Identity and Background.

This Schedule is being filed by BlackRock, Inc. ("BlackRock").  BlackRock is a Delaware corporation that, through its subsidiaries, provides diversified investment management directly and indirectly through various investment products to institutions, intermediaries and individual investors. Investment management services primarily consist of the management of equity, fixed income, multi-asset class, alternative investment and cash management products. BlackRock, through its subsidiaries, offers its investment products in a variety of accounts, including open-end and closed-end mutual funds, iShares® exchange-traded funds, collective investment trusts and separate accounts. In addition, BlackRock, through its subsidiaries, provides market risk management, financial markets advisory and enterprise investment system services to a broad base of clients. Financial markets advisory services include valuation services relating to illiquid securities, dispositions and workout assignments (including long-term portfolio liquidation assignments), risk management and strategic planning and execution. The principal office and business address of BlackRock is 55 East 52nd Street, New York, NY 10055.

Certain of the securities reported herein were previously included in a statement on Schedule 13G filed by BlackRock on January 30, 2013, as most recently amended on January 29, 2018. BlackRock did not acquire any beneficial ownership of Common Stock with the purpose or effect of changing or influencing the control of the Issuer or as a participant in any transaction having such purpose or effect, or in connection with any plan or proposal that would be subject to disclosure under Item 4 of Schedule 13D with respect to the Issuer. BlackRock subsidiaries, as the investment advisers to certain client accounts, hold Common Stock in their ordinary course of business, not with the purpose or effect of changing or influencing the control of the Issuer or as a participant in any transaction having such purpose or effect, and not in connection with any plan or proposal that would be subject to disclosure under Item 4 of Schedule 13D with respect to the Issuer.  Therefore, BlackRock does not believe that it is required to file a Schedule 13D pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), however, BlackRock is voluntarily filing this Schedule because certain of its other affiliates entered into the transactions described in Item 4 below.

(a) – (c) and (f) Current information concerning the identity and background of each of the executive officers and directors of BlackRock is set forth on Annex A (collectively, the "Covered Persons"), attached hereto and incorporated herein by reference.

(d) and (e)

During the last five years, none of BlackRock or, to the best of its knowledge, any of the Covered Persons has (i) been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) except as set forth on Annex B, attached hereto, has been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of any violation with respect to such laws.

Neither the present filing nor anything contained herein shall be construed as an admission that BlackRock constitutes a "person" for any purposes other than Section 13(d) of the Exchange Act.

Item 3. Source and Amount of Funds or Other Consideration.

           As of August 16, 2018, BlackRock, in its role as the ultimate parent of investment advisers to certain client accounts, held beneficial ownership of 3,350,545 shares of Common Stock acquired prior to such date for an aggregate purchase price of $358,848,090.58. Such acquisitions were made for investment purposes with available funds of the applicable client accounts in the ordinary course of business of BlackRock's investment adviser subsidiaries.

 

 

The entry into the Commitment Letters, the Limited Guarantees and the IIA by the Managed Funds, none of which own shares of the Common Stock, will not restrict BlackRock's subsidiaries' exercise of investment or voting power with respect to the shares of Common Stock to which this Schedule relates. The foregoing descriptions of the Commitment Letter, the Limited Guaranty and the IIIA in this Item 4 do not purport to be complete and are qualified in their entirety by reference to the text of the form of Commitment Letter, form of Limited Guaranty and form of IIA, which have been filed as exhibits to this Schedule 13D, and incorporated herein by reference.

Except as set forth in this Schedule, BlackRock has no present plans or proposals that relate to or would result in any of the actions described in Item 4(a) through (j) of Schedule 13D.  Each of BlackRock's advisory subsidiaries may evaluate on a continuing basis its client accounts' investment in the Issuer and BlackRock expects that such subsidiaries may from time to time acquire or dispose of shares of Common Stock or other securities of the Issuer on behalf of such client accounts.  Any acquisitions or dispositions will depend upon (i) the price and availability of the Issuer's securities; (ii) subsequent developments concerning the Issuer's business and prospects and the industry in which the Issuer operates; (iii) BlackRock's advisory subsidiaries' general investment policies with respect to the applicable accounts managed by BlackRock's advisory subsidiaries; (iv) other investment and business opportunities available to BlackRock's advisory subsidiaries on behalf of their clients; (v) general market and economic conditions; (vi) tax considerations; and (vii) such other factors as BlackRock's advisory subsidiaries may consider relevant.  Any such acquisitions or dispositions may be made, subject to applicable law, in open market transactions or privately negotiated transactions.

Item 5. Interest in Securities of the Issuer.

(a) and (b)  The responses of BlackRock to Rows (7) through (11) of the cover page of this Schedule are incorporated herein by reference.

The shares of Common Stock beneficially owned by BlackRock include shares of Common Stock beneficially owned by its subsidiaries, including BlackRock Life Limited, BlackRock Advisors, LLC, BlackRock (Netherlands) B.V., BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited, BlackRock Advisors (UK) Limited, BlackRock Fund Advisors, BlackRock Asset Management North Asia Limited, and BlackRock Fund Managers Ltd, none of which beneficially owns in excess of 5% of the outstanding Common Stock.

Except as set forth herein, neither BlackRock nor, to the knowledge of BlackRock, the Covered Persons beneficially own any shares of Common Stock as of August 16, 2018.

(c) Annex C, attached hereto, sets forth transactions in the Common Stock that were effected during the 60-day period ended August 16, 2018. The transactions in the Common Stock described on Annex C were effected on securities exchanges unless otherwise indicated therein.

Except as set forth in this Schedule, neither BlackRock nor, to the best of its knowledge, any of the Covered Persons has engaged in any transaction in any shares of Common Stock during the 60-day period ended August 16, 2018.

(d) Except for investment advisory clients of BlackRock's subsidiaries, who may 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, no other person is known by BlackRock to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any shares of Common Stock that may be beneficially owned by BlackRock.

(e) Not applicable.

 

 

 

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Item 4 is hereby incorporated herein by reference.

Except as set forth in this Schedule, there are no contracts, arrangements, understandings or relationships between BlackRock and any other person with respect to any securities of the Issuer or among the investment advisory subsidiaries of BlackRock, including but not limited to transfer or voting of any securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies (other than the transfer of voting rights with respect to shares of Common Stock that are loaned out in the ordinary course of BlackRock's and its subsidiaries' securities lending programs).

Item 7. Materials to Be Filed as Exhibits.

 

 

 

 

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.

Date: August 17, 2018

 

 

 

Annex A

The following is a list of the executive officers and directors of BlackRock, Inc. (collectively, the "Covered Persons"), setting forth the present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship for each such person. Each Covered Person is a citizen of the United States, unless otherwise noted, and does not have any other principal occupation (outside of similar positions held with respect to other entities directly or indirectly managed or advised by BlackRock).

Executive Officers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Annex B

On January 17, 2017, BlackRock, Inc. ("BlackRock") reached an agreement with the U.S. Securities and Exchange Commission (the "SEC"), resolving a matter regarding a provision in an old version of BlackRock's form employee separation agreement that the SEC found violated the Dodd Frank Act's whistleblower provisions. In the settlement with the SEC, BlackRock agreed to pay a $340,000 penalty and consented to the entry of an Administrative Order containing a finding that BlackRock violated Rule 21F-17 under the Securities Exchange Act of 1934 and ordering BlackRock to cease and desist from committing or causing any violations and any future violations of Rule 21F-17.

 

 

 

 

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Annex C

Transactions in Common Stock

(60-day period ended on August 16, 2018)