SCHEDULE 13D

(Amendment No. )

Under the Securities Exchange Act of 1934

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

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Item 1. Security and Issuer.

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.

 

 

 

Item 4. Purpose of Transaction.

All of the shares of Common Stock of the Issuer were acquired for investment purposes by funds and accounts for which certain of BlackRock's subsidiaries act as investment advisers.

Merger Agreement and Equity Commitment Letters

On August 8, 2018, certain funds and accounts managed by subsidiaries of BlackRock (collectively, the "Managed Funds") entered into an Equity Commitment Letter (each a "Commitment Letter" and collectively, the "Commitment Letters"), with Star Parent, L.P. ("Parent"). Pursuant to the Commitment Letters, the Managed Funds irrevocably committed, on the terms and subject to the conditions set forth in the Commitment Letters, to purchase an aggregate of $178.3 million of equity interests in Parent, solely for the purpose of funding, and to the extent necessary to fund, a portion of the merger consideration payable by Parent, in accordance with an Agreement and Plan of Merger (the "Merger Agreement") dated as of August 8, 2018 among the Issuer, Parent and Star Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"). The Merger Agreement provides that Merger Sub will merge with and into the Issuer (the "Merger") on the terms and subject to the conditions set forth therein, with the Issuer surviving the Merger as a wholly-owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of the Common Stock of the Issuer issued and outstanding immediately prior to the effective time of the Merger (other than (i) shares owned by Parent, Merger Sub, the Issuer or any other direct or indirect wholly owned subsidiary of Parent or the Issuer, including treasury shares and (ii) shares that are owned by dissenting stockholders who are entitled to, and who have timely perfected and not withdrawn a demand for (or lost their right to), appraisal rights pursuant to Section 262 of the Delaware General Corporation Law), will be converted into the right to receive cash in an amount equal to $145.00 per share, without interest and subject to applicable withholding (the "Per Share Merger Consideration").

Consummation of the Merger is subject to the satisfaction or waiver of specified closing conditions, including (i) the approval of the Merger by the affirmative vote of holders of a majority of the outstanding shares of the Common Stock entitled to vote at a stockholders meeting, (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, (iii) the approval of the UK Financial Conduct Authority and (iv) other customary closing conditions, including (a) the absence of any law or order prohibiting the Merger or the other transactions contemplated by the Merger Agreement, (b) the accuracy of each party's representations and warranties (subject to customary materiality qualifiers) and (c) each party's performance of its obligations and covenants contained in the Merger Agreement. Upon closing of the Merger, the Issuer will become a privately held company and the Common Stock will cease to be listed on the New York Stock Exchange.

Limited Guarantees

In connection with the transactions contemplated by the Merger Agreement, on August 8, 2018, each Managed Fund also entered into a limited guaranty in favor of the Issuer (each a "Limited Guaranty" and collectively, the "Limited Guarantees").  Pursuant to the Limited Guarantees, each Managed Fund has agreed to guarantee its pro rata portion of the payment obligations of Parent to pay to the Issuer, when and only if such amounts become payable pursuant to the Merger Agreement, a reverse termination fee (the "Parent Termination Fee") and reimburse certain expenses incurred by the Issuer. The Limited Guarantees will terminate as of the earliest of: (i) the closing of the transactions contemplated by the Merger Agreement, upon satisfaction by Parent of its payment obligations under Sections 4.1, 4.2(a) and 4.3(d) thereto; (ii) at such time as the Managed Fund's obligations under the Limited Guarantee have been paid in full; (iii) termination of the Merger Agreement in circumstances in which the Parent Termination Fee is not payable and (iv) sixty (60) days after the Termination Date, except as to pending claims for payment made on or prior to the sixtieth (60^th) day (in which case the Limited Guaranty will terminate on the date the last such claim is resolved or satisfied).

Interim Investors Agreement

In connection with the transactions contemplated by the Merger Agreement, on August 8, 2018, Parent, the Managed Funds and the lead investors (the lead investors together with the Managed Funds, the "Investors") also entered into an Interim Investors Agreement (the "IIA").  Pursuant to the IIA, the Investors have agreed to certain terms and conditions that will govern the actions of Parent and the relationship among the Investors with respect to the Merger Agreement, the Commitment Letters and the Limited Guarantees.  The IIA will terminate upon the earliest to occur of (i) the closing of the transactions contemplated by the Merger Agreement and (ii) the termination of the Merger Agreement in accordance with its terms.

 

 

 

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)