Item 1.01 Entry into a Material Definitive Agreement.
Incremental Term Loan Facility
General
On January 18, 2022, The Dun & Bradstreet Corporation (the "Borrower"), an
indirect wholly owned subsidiary of Dun & Bradstreet Holdings, Inc. (the
"Company"), and certain subsidiaries of the Company entered into the Amendment
No. 5 to Credit Agreement (the "Amendment") with Bank of America, N.A., as
administrative agent and the other lenders party thereto, which Amendment amends
that certainCredit Agreement dated as of February 8, 2019 (as amended, restated,
amended and restated or otherwise modified prior to the date hereof, the
"Existing Credit Agreement"; the Existing Credit Agreement as further amended by
the Amendment, the "Amended Credit Agreement"). The initial term loans prior to
the closing of the Amendment are collectively referred to herein as the
"Existing Term Loans." The Amendment amends the Existing Credit Agreement to,
among other things, (a) establish Incremental Term Loans (the "Incremental Term
Loans") in an aggregate principal amount of $460,000,000 and (b) to use the
proceeds of such Incremental Term Loans to redeem the Borrower's outstanding
6.875% senior first lien notes due 2026 (the "Redemption") and pay related fees,
costs, premiums and expenses.
The Incremental Term Loans were fully funded on January 18, 2022 and has a
maturity date of January 18, 2029. The Incremental Term Loans will bear interest
at a rate equal to SOFR plus 3.25%. There is a 0% SOFR floor with respect to the
Incremental Term Loans. The Incremental Term Loans will amortize in equal
quarterly installments in aggregate amounts equal to 1.00% of the aggregate
principal amount of the Incremental Term Loans. For six months after the closing
of the Amendment, voluntary repayments of the Incremental Term Loans and certain
other repricing events will be subject to a premium of 1.00% of the aggregate
principal amount of the term loans being repaid. Except as otherwise provided in
the Amendment, the other terms applicable to the Incremental Term Loans are the
same as those applicable to the Existing Term Loans that were in effect prior to
the Amendment.
Except as amended by the Amendment, the terms of the Existing Credit Agreement
remain in full force and effect.
The foregoing description of the Amendment does not purport to be complete and
is subject to, and qualified in its entirety by, reference to the full text of
the Amendment, a copy of which is filed as Exhibit 4.1 and which is incorporated
by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 is incorporated into this Item 2.03 by
reference.
Item 8.01 Other Events.
On January 18, 2022, the Company issued a press release announcing the closing
of the Incremental Term Loans and the Redemption. A copy of the press release is
attached to this report as Exhibit 99.1 and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
Exhibit Amendment No. 5 to Credit Agreement, dated January 18, 2022, by and
4.1 among The Dun & Bradstreet Corporation, as Borrower, Star Intermediate
III, LLC, as Holdings, the Guarantors party thereto, Bank of America, as
Administrative Agent and the other lenders party thereto from time to
time
Exhibit Press Release, dated January 18, 2022, announcing the closing of the
99.1 Incremental Term Loans and the Redemption
Exhibit Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
© Edgar Online, source Glimpses