SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported); April 19, 2007
THE DUN & BRADSTREET CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 1-15967 | 22-3725387 | ||
| (State or other jurisdiction of incorporation)
|
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 103 JFK Parkway, Short Hills, NJ | 07078 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (973) 921-5500.
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
PURPOSE OF FILING
The purpose of this filing is to report to you that we have entered into a new five-year credit agreement with $500 million of aggregate availability, and that we have terminated our existing five-year credit agreement with $300 million of aggregate availability.
(i)
| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 19, 2007 The Dun & Bradstreet Corporation (the “Company”) entered into a new five-year credit facility with JPMorgan Chase Bank, as Administrative Agent, Bank of Tokyo-Mitsubishi Trust Company and Citicorp USA, Inc., as Syndication Agents, The Bank of New York and Suntrust Bank, as Documentation Agents, and the banks that are lenders under the facility, and terminated its existing five-year credit facility effective immediately. The Company has $500 million of aggregate availability under the new facility, while its aggregate availability under the terminated facility was $300 million. Borrowings under the new facility will be available at prevailing short-term interest rates. The new facility expires in April 2012 and requires the maintenance of interest coverage and total debt to EBITDA ratios similar to those required under the prior facility. On April 19, 2007, the Company borrowed $182,700,000 under its new five-year credit facility and utilized such proceeds to pay down the amounts then outstanding under its prior five-year facility immediately prior to termination. Certain of the banks that are lenders under the new facility were also lenders under the Company’s prior facility.
| Item 1.02. | Termination of a Material Definitive Agreement. |
The discussion under Item 1.01 is incorporated herein by reference.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The discussion under Item 1.01 is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit |
Description | |
| 4.1 |
Five-Year Credit Agreement, dated April 19, 2007, among The Dun & Bradstreet Corporation, the Borrowing Subsidiaries Party thereto, JPMorgan Chase Bank, as Administrative Agent, Bank of Tokyo-Mitsubishi Trust Company and Citicorp USA, Inc., as Syndication Agents, The Bank of New York and Suntrust Bank, as Documentation Agents and the Lenders Party thereto. | |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| The Dun & Bradstreet Corporation | ||
| By: | /s/ Jeffrey S. Hurwitz | |
| Jeffrey S. Hurwitz | ||
| Senior Vice President, General Counsel & Corporate Secretary | ||
DATE: April 19, 2007
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| Exhibit |
Description | |
| 4.1 |
Five-Year Credit Agreement, dated April 19, 2007, among The Dun & Bradstreet Corporation, the Borrowing Subsidiaries Party thereto, JPMorgan Chase Bank, as Administrative Agent, Bank of Tokyo-Mitsubishi Trust Company and Citicorp USA, Inc., as Syndication Agents, The Bank of New York and Suntrust Bank, as Documentation Agents and the Lenders Party thereto. | |
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