Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 31, 2020 | |
Cover [Abstract] | ||
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Dun & Bradstreet Holdings, Inc. | |
Entity Central Index Key | 0001799208 | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-39361 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-2008699 | |
Entity Address, Address Line One | 103 JFK Parkway | |
Entity Address, City or Town | Short Hills | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07078 | |
City Area Code | 973 | |
Local Phone Number | 921-5500 | |
Title of 12(b) Security | Common Stock, $0.0001 par value | |
Trading Symbol | DNB | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 422,795,734 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) shares in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 07, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Income Statement [Abstract] | ||||||
Revenue | [1] | $ 178.7 | $ 420.6 | $ 398.9 | $ 815.9 | $ 573 |
Operating expenses | [1] | 56.7 | 139.2 | 127.8 | 278.1 | 192.2 |
Selling and administrative expenses | [1] | 122.4 | 143.4 | 126 | 269.3 | 339.6 |
Depreciation and amortization | [1] | 11.1 | 132.6 | 136.8 | 266.9 | 217.3 |
Restructuring charge | [1] | 0.1 | 6.8 | 17.4 | 11.3 | 35.9 |
Operating costs | [1] | 190.3 | 422 | 408 | 825.6 | 785 |
Operating income (loss) | [1] | (11.6) | (1.4) | (9.1) | (9.7) | (212) |
Interest income | [1] | 0.3 | 0.2 | 0.6 | 0.5 | 1.6 |
Interest expense | [1] | (5.5) | (78) | (86) | (161) | (135) |
Other income (expense) - net | [1] | (86) | (122.7) | 8.1 | (32.7) | 12.3 |
Non-operating income (expense) - net | [1] | (91.2) | (200.5) | (77.3) | (193.2) | (121.1) |
Income (loss) before provision (benefit) for income taxes and equity in net income of affiliates | [1] | (102.8) | (201.9) | (86.4) | (202.9) | (333.1) |
Less: provision (benefit) for income taxes | [1] | (27.5) | (27.5) | (23.1) | (101.8) | (60.1) |
Equity in net income of affiliates | [1] | 0.5 | 0.6 | 2.8 | 1.2 | 2.9 |
Net income (loss) | [1] | (74.8) | (173.8) | (60.5) | (99.9) | (270.1) |
Less: net (income) loss attributable to the non-controlling interest | [1] | (0.8) | (1.2) | (1.5) | (1.6) | (1.9) |
Less: Dividends allocated to preferred stockholders | [1] | 0 | (32.1) | (32) | (64.1) | (49.9) |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | [1] | $ (75.6) | $ (207.1) | $ (94) | $ (165.6) | $ (321.9) |
Basic earnings (loss) per share of common stock: | ||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | [1] | $ (2.04) | $ (0.66) | $ (0.30) | $ (0.53) | $ (1.02) |
Diluted earnings (loss) per share of common stock: | ||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | [1] | $ (2.04) | $ (0.66) | $ (0.30) | $ (0.53) | $ (1.02) |
Weighted average number of shares outstanding-basic | [1] | 37.2 | 314.5 | 314.5 | 314.5 | 314.5 |
Weighted average number of shares outstanding-diluted | [1] | 37.2 | 314.5 | 314.5 | 314.5 | 314.5 |
Other comprehensive income (loss), net of income taxes: | ||||||
Net income (loss) | [1] | $ (74.8) | $ (173.8) | $ (60.5) | $ (99.9) | $ (270.1) |
Foreign currency translation adjustments, net of tax | [1],[2] | 5.9 | (13.3) | (16.2) | (14.9) | (16.9) |
Defined benefit pension plans: | ||||||
Prior service credit (cost), net of tax expense (benefit) | [1],[3] | (0.1) | 0 | 0 | (0.1) | 0 |
Net actuarial gain (loss), net of tax expense (benefit) | [1],[4] | 65.5 | 0 | 0 | 0 | 0 |
Derivative financial instrument, net of tax expense (benefit) | [1],[5] | (0.1) | 0.4 | (1.2) | (0.5) | (1.6) |
Total other comprehensive income (loss), net of tax | [1] | 71.2 | (12.9) | (17.4) | (15.5) | (18.5) |
Comprehensive income (loss), net of tax | [1] | (3.6) | (186.7) | (77.9) | (115.4) | (288.6) |
Less: comprehensive loss (income) attributable to the non-controlling interest | [1] | (1) | 0.1 | (1.3) | (0.4) | (1.8) |
Comprehensive income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | [1] | $ (4.6) | $ (186.6) | $ (79.2) | $ (115.8) | $ (290.4) |
[1] | See Note 1 "Basis of Presentation" for further discussion. | |||||
[2] | Tax Expense (Benefit) of $(0.7) million, $$(1.9) million, $(0.9) million, $$(0.9) million, and less than $0.1 million for the Successor three months ended June 30, 2020 and 2019, for the Successor six months ended June 30, 2020, for the Successor period from January 1 to June 30, 2019, and for the Predecessor period from January 1 to February 7, 2019, respectively. | |||||
[3] | Tax Expense (Benefit) of less than $(0.1) million for the Successor six months ended June 30, 2020. | |||||
[4] | Tax Expense (Benefit) of $22.2 million for the Predecessor period from January 1 to February 7, 2019. | |||||
[5] | Tax Expense (Benefit) of $0.1 million, $(0.4) million, $(0.2) million, $(0.5) million, and $(0.1) million for the Successor three months ended June 30, 2020 and 2019, for the Successor six months ended June 30, 2020, for the Successor period from January 1 to June 30, 2019, and for the Predecessor period from January 1 to February 7, 2019, respectively. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (Parenthetical) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Feb. 07, 2019 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||
Foreign currency translation adjustments, tax expense (benefit) | $ 0.1 | $ (0.7) |
Prior service credit (cost), tax benefit | (0.1) | |
Net actuarial gain (loss), tax expense (benefit) | 22.2 | |
Derivative financial instrument, tax expense (benefit) | $ (0.1) | $ 0.1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets | ||
Cash and cash equivalents | $ 99.8 | $ 98.6 |
Accounts receivable, net of allowance of $10.1 at June 30, 2020 and $7.3 at December 31, 2019 (Note 3) | 246.2 | 269.3 |
Other receivables | 7.9 | 10 |
Prepaid taxes | 91.8 | 4 |
Other prepaids | 36.8 | 31.4 |
Other current assets | 6.5 | 4.6 |
Total current assets | 489 | 417.9 |
Non-Current Assets | ||
Property, plant and equipment, net of accumulated depreciation of $12.0 at June 30, 2020 and $7.5 at December 31, 2019 | 28.1 | 29.4 |
Computer software, net of accumulated amortization of $85.5 at June 30, 2020 and $52.9 at December 31, 2019 (Note 14) | 391.8 | 379.8 |
Goodwill (Note 14 and 15) | 2,848 | 2,840.1 |
Deferred income tax | 13.7 | 12.6 |
Other intangibles (Note 14 and 15) | 5,022.3 | 5,251.4 |
Deferred costs (Note 3) | 61.5 | 47 |
Other non-current assets (Note 6) | 130.7 | 134.6 |
Total non-current assets | 8,496.1 | 8,694.9 |
Total assets | 8,985.1 | 9,112.8 |
Current liabilities | ||
Accounts payable | 59.9 | 55 |
Accrued payroll | 59.8 | 137.9 |
Accrued income tax | 23.2 | 7.8 |
Short-term debt (Note 5) | 325.3 | 81.9 |
Cumulative Series A Preferred Stock redemption liability (Note 17) | 1,067.9 | 0 |
Make-whole derivative liability | 205.2 | 172.4 |
Other accrued and current liabilities (Note 6) | 191.5 | 167.3 |
Deferred revenue (Note 3) | 520.8 | 467.5 |
Total current liabilities | 2,453.6 | 1,089.8 |
Long-term pension and postretirement benefits (Note 9) | 185.7 | 206.6 |
Long-term debt (Note 5) | 3,620.8 | 3,818.9 |
Liabilities for unrecognized tax benefits | 17.1 | 16.8 |
Deferred income tax | 1,187.8 | 1,233.5 |
Other non-current liabilities (Note 6) | 131.1 | 137.7 |
Total liabilities | 7,596.1 | 6,503.3 |
Commitments and contingencies (Note 7 and 16) | ||
Cumulative Series A Preferred Stock $0.001 par value per share,1,050,000 shares authorized and issued at June 30, 2020 and December 31, 2019; Liquidation Preference of $1,067.9 at June 30, 2020 and December 31, 2019 (Note 17) | 0 | 1,031.8 |
Equity | ||
Successor Common Stock, $0.0001 par value per share, authorized—2,000,000,000 shares; issued— 314,494,968 shares | 0 | 0 |
Capital surplus | 2,043.9 | 2,116.9 |
Accumulated deficit | (675) | (573.5) |
Accumulated other comprehensive loss | (37.8) | (23.5) |
Total stockholder equity | 1,331.1 | 1,519.9 |
Non-controlling interest | 57.9 | 57.8 |
Total equity | 1,389 | 1,577.7 |
Total liabilities and stockholder equity | $ 8,985.1 | $ 9,112.8 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance on accounts receivable | $ 10.1 | $ 7.3 |
Accumulated depreciation on property, plant, and equipment | 12 | 7.5 |
Accumulated amortization on computer software | $ 85.5 | $ 52.9 |
Preferred stock, par value (USD per share) | $ 0.001 | $ 0.001 |
Preferred stock authorized (shares) | 1,050,000 | 1,050,000 |
Preferred stock issued (shares) | 1,050,000 | 1,050,000 |
Preferred stock, liquidation preference | $ 1,067.9 | $ 1,067.9 |
Common stock, par value (USD per share) | $ 0.0001 | $ 0.0001 |
Common stock authorized (shares) | 2,000,000,000 | 2,000,000,000 |
Common stock issued (shares) | 314,494,968 | 314,494,968 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | ||
Feb. 07, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Cash flows provided by (used in) operating activities: | ||||
Net income (loss) | [1] | $ (74.8) | $ (99.9) | $ (270.1) |
Reconciliation of net income (loss) to net cash provided by (used in) operating activities: | ||||
Depreciation and amortization | 11.1 | 266.9 | 217.3 | |
Amortization of unrecognized pension loss (gain) | 3.8 | (0.2) | 0 | |
Pension settlement charge | 85.8 | 0 | 0 | |
Pension settlement payments | (190.5) | 0 | (105.9) | |
Impairment of assets | 0 | 0 | 2.3 | |
Income tax benefit from stock-based awards | 10.3 | |||
Equity-based compensation expense | 11.7 | 28.9 | 59.5 | |
Restructuring charge | [1] | 0.1 | 11.3 | 35.9 |
Restructuring payments | (2.1) | (10.6) | (17.2) | |
Change in fair value of make-whole derivative liability | 0 | 32.8 | 0 | |
Changes in deferred income taxes | (33.2) | (43.3) | (72) | |
Changes in prepaid and accrued income taxes | (8.1) | (78) | (2.8) | |
Changes in operating assets and liabilities: | ||||
(Increase) decrease in accounts receivable | 16.3 | 21.9 | 47.8 | |
(Increase) decrease in other current assets | (1.2) | (7.8) | 8.5 | |
Increase (decrease) in deferred revenue | 20.8 | 59.5 | 78.1 | |
Increase (decrease) in accounts payable | 37.8 | 5.1 | (24.6) | |
Increase (decrease) in accrued liabilities | (39.7) | (54.2) | (94.2) | |
Increase (decrease) in other accrued and current liabilities | 25.1 | 1.8 | 56.3 | |
(Increase) decrease in other long-term assets | (96) | (14.1) | (22.6) | |
Increase (decrease) in long-term liabilities | 154.6 | (25.9) | (35.4) | |
Non-cash foreign exchange impacts | 0 | (7.4) | 1.5 | |
Net, other non-cash adjustments | [2] | 2.8 | 27.6 | 2.9 |
Net cash provided by (used in) operating activities | (65.4) | 114.4 | (134.7) | |
Cash flows provided by (used in) investing activities: | ||||
Payments for acquisitions of businesses, net of cash acquired | 0 | (15.8) | (5,951.1) | |
Cash settlements of foreign currency contracts | 0 | 0.1 | 0.8 | |
Capital expenditures | (0.2) | (3.3) | (6.9) | |
Additions to computer software and other intangibles | (5.1) | (46) | (20.8) | |
Net cash provided by (used in) investing activities | (5.3) | (65) | (5,978) | |
Cash flows provided by (used in) financing activities: | ||||
Proceeds from successor shareholders | 0 | 0 | 3,101.4 | |
Payments of dividends | 0 | (64.1) | (32) | |
Proceeds from issuance of Successor's Senior Notes | 0 | 0 | 1,450 | |
Retirement of Predecessor's Senior Notes | 0 | 0 | (625.1) | |
Payment of debt issuance costs | 0 | 0 | (122.6) | |
Debt extinguishment costs | 0 | (0.8) | 0 | |
Net, other | (0.1) | (1.3) | (3.3) | |
Net cash provided by (used in) financing activities | 96.9 | (48) | 6,310.8 | |
Effect of exchange rate changes on cash and cash equivalents | 1.2 | (0.2) | 1.4 | |
Increase (decrease) in cash and cash equivalents | 27.4 | 1.2 | 199.5 | |
Cash and cash equivalents, beginning of period | 0 | 98.6 | 0 | |
Cash and cash equivalents, end of period | 117.6 | 99.8 | 199.5 | |
Cash paid for: | ||||
Income taxes, net of refunds | 3.4 | 19.4 | 14.3 | |
Interest | 2.4 | 135.7 | 74.2 | |
Predecessor Credit Facility | ||||
Cash flows provided by (used in) financing activities: | ||||
Proceeds from borrowings on lines of credit | 167 | 0 | 0 | |
Payments of borrowings on lines of credit | (70) | 0 | 0 | |
Successor Credit Facility | ||||
Cash flows provided by (used in) financing activities: | ||||
Proceeds from borrowings on lines of credit | 0 | 404.7 | 30.9 | |
Payments of borrowings on lines of credit | 0 | (317.2) | (30.9) | |
Successor Term Loan Facility | ||||
Cash flows provided by (used in) financing activities: | ||||
Proceeds from borrowings on lines of credit | 0 | 0 | 2,479.4 | |
Payments of borrowings on lines of credit | 0 | (6.3) | 0 | |
Bridge Loan | ||||
Cash flows provided by (used in) financing activities: | ||||
Proceeds from borrowings on lines of credit | 0 | 0 | 63 | |
Payments of borrowings on lines of credit | 0 | $ (63) | 0 | |
Dun & Bradstreet Corp | ||||
Cash flows provided by (used in) financing activities: | ||||
Cash and cash equivalents, beginning of period | $ 90.2 | $ 90.2 | ||
[1] | See Note 1 "Basis of Presentation" for further discussion. | |||
[2] | Includes non-cash adjustments for the write down of deferred debt issuance costs and discount associated with the partial redemption of the Senior Unsecured Notes. |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholder Equity (Deficit) (Unaudited) - USD ($) $ in Millions | Total | Dun & Bradstreet Corp | Total Stockholder Equity (Deficit) | Total Stockholder Equity (Deficit)Dun & Bradstreet Corp | Common Stock | Common Stock Dun & Bradstreet Corp | Capital Surplus | Capital SurplusDun & Bradstreet Corp | (Accumulated Deficit) Retained Earnings | (Accumulated Deficit) Retained EarningsDun & Bradstreet Corp | Treasury Stock | Treasury StockDun & Bradstreet Corp | Cumulative Translation Adjustment | Cumulative Translation AdjustmentDun & Bradstreet Corp | Defined Benefit Postretirement Plans | Defined Benefit Postretirement PlansDun & Bradstreet Corp | Cash Flow Hedging Derivative | Cash Flow Hedging DerivativeDun & Bradstreet Corp | Non-Controlling Interest | Non-Controlling InterestDun & Bradstreet Corp | ||
Balance at beginning of period at Dec. 31, 2018 | $ (13.5) | $ (689.9) | $ (13.5) | $ (705.8) | $ 0 | $ 0.8 | $ 0 | $ 332.8 | $ (13.5) | $ 3,325 | $ 0 | $ (3,310.3) | $ 0 | $ (235.5) | $ 0 | $ (818.3) | $ 0 | $ (0.3) | $ 0 | $ 15.9 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net income (loss) | (74.8) | [1] | (75.6) | (75.6) | 0.8 | |||||||||||||||||
Payment to non-controlling interest | (0.1) | (0.1) | ||||||||||||||||||||
Equity-based compensation plans | 11.7 | 11.7 | 11.7 | |||||||||||||||||||
Pension adjustments, net of tax expense (benefit) | 65.4 | 65.4 | 65.4 | |||||||||||||||||||
Change in cumulative translation adjustment, net of tax expense (benefit) | 5.9 | [1],[2] | 5.7 | 5.7 | 0.2 | |||||||||||||||||
Derivative financial instruments, net of tax expense (benefit) | (0.1) | [1],[3] | (0.1) | (0.1) | ||||||||||||||||||
Balance at end of period at Feb. 07, 2019 | (681.9) | (698.7) | 0.8 | 344.5 | 3,249.4 | (3,310.3) | (229.8) | (752.9) | (0.4) | 16.8 | ||||||||||||
Balance at beginning of period at Dec. 31, 2018 | (13.5) | $ (689.9) | (13.5) | $ (705.8) | 0 | $ 0.8 | 0 | $ 332.8 | (13.5) | $ 3,325 | 0 | $ (3,310.3) | 0 | $ (235.5) | 0 | $ (818.3) | 0 | $ (0.3) | 0 | $ 15.9 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net income (loss) | (270.1) | [1] | (272) | (272) | 1.9 | |||||||||||||||||
Take-Private Transaction | 2,065.2 | 2,048.4 | 2,048.4 | 16.8 | ||||||||||||||||||
Capital / equity contribution | 24.6 | 24.6 | 24.6 | |||||||||||||||||||
Preferred dividend | [4] | (32) | (32) | (32) | ||||||||||||||||||
Payment to non-controlling interest | (3.2) | (3.2) | ||||||||||||||||||||
Equity-based compensation plans | 59.5 | 59.5 | 59.5 | |||||||||||||||||||
Change in cumulative translation adjustment, net of tax expense (benefit) | (16.9) | [1],[2] | (16.8) | (16.8) | (0.1) | |||||||||||||||||
Derivative financial instruments, net of tax expense (benefit) | (1.6) | [1],[3] | (1.6) | (1.6) | ||||||||||||||||||
Balance at end of period at Jun. 30, 2019 | 1,812 | 1,796.6 | 0 | 2,100.5 | (285.5) | 0 | (16.8) | 0 | (1.6) | 15.4 | ||||||||||||
Balance at beginning of period at Mar. 31, 2019 | 1,896.8 | 1,879.5 | 0 | 2,104.2 | (223.5) | 0 | (0.8) | 0 | (0.4) | 17.3 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net income (loss) | (60.5) | [1] | (62) | (62) | 1.5 | |||||||||||||||||
Capital / equity contribution | 24.6 | 24.6 | 24.6 | |||||||||||||||||||
Preferred dividend | [4] | (32) | (32) | (32) | ||||||||||||||||||
Payment to non-controlling interest | (3.2) | (3.2) | ||||||||||||||||||||
Equity-based compensation plans | 3.7 | 3.7 | 3.7 | |||||||||||||||||||
Change in cumulative translation adjustment, net of tax expense (benefit) | (16.2) | [1],[2] | (16) | (16) | (0.2) | |||||||||||||||||
Derivative financial instruments, net of tax expense (benefit) | (1.2) | [1],[3] | (1.2) | (1.2) | ||||||||||||||||||
Balance at end of period at Jun. 30, 2019 | 1,812 | 1,796.6 | 0 | 2,100.5 | (285.5) | 0 | (16.8) | 0 | (1.6) | 15.4 | ||||||||||||
Balance at beginning of period at Dec. 31, 2019 | 1,577.7 | 1,519.9 | 0 | 2,116.9 | (573.5) | 0 | (6.6) | (15.8) | (1.1) | 57.8 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net income (loss) | (99.9) | [1] | (101.5) | (101.5) | 1.6 | |||||||||||||||||
Accretion - Series A Preferred Stock | (36.1) | (36.1) | (36.1) | |||||||||||||||||||
Preferred dividend | [4] | (64.1) | (64.1) | (64.1) | ||||||||||||||||||
Payment to non-controlling interest | (0.3) | (0.3) | ||||||||||||||||||||
Equity-based compensation plans | 27.2 | 27.2 | 27.2 | |||||||||||||||||||
Pension adjustments, net of tax expense (benefit) | (0.1) | (0.1) | (0.1) | |||||||||||||||||||
Change in cumulative translation adjustment, net of tax expense (benefit) | (14.9) | [1],[2] | (13.7) | (13.7) | (1.2) | |||||||||||||||||
Derivative financial instruments, net of tax expense (benefit) | (0.5) | [1],[3] | (0.5) | (0.5) | ||||||||||||||||||
Balance at end of period at Jun. 30, 2020 | 1,389 | 1,331.1 | 0 | 2,043.9 | (675) | 0 | (20.3) | (15.9) | (1.6) | 57.9 | ||||||||||||
Balance at beginning of period at Mar. 31, 2020 | 1,619.5 | 1,561.4 | 0 | 2,087.6 | (500) | 0 | (8.3) | (15.9) | (2) | 58.1 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||||||
Net income (loss) | (173.8) | [1] | (175) | (175) | 1.2 | |||||||||||||||||
Accretion - Series A Preferred Stock | (35.1) | (35.1) | (35.1) | |||||||||||||||||||
Preferred dividend | [4] | (32.1) | (32.1) | (32.1) | ||||||||||||||||||
Payment to non-controlling interest | (0.1) | (0.1) | ||||||||||||||||||||
Equity-based compensation plans | 23.5 | 23.5 | 23.5 | |||||||||||||||||||
Change in cumulative translation adjustment, net of tax expense (benefit) | (13.3) | [1],[2] | (12) | (12) | (1.3) | |||||||||||||||||
Derivative financial instruments, net of tax expense (benefit) | 0.4 | [1],[3] | 0.4 | 0.4 | ||||||||||||||||||
Balance at end of period at Jun. 30, 2020 | $ 1,389 | $ 1,331.1 | $ 0 | $ 2,043.9 | $ (675) | $ 0 | $ (20.3) | $ (15.9) | $ (1.6) | $ 57.9 | ||||||||||||
[1] | See Note 1 "Basis of Presentation" for further discussion. | |||||||||||||||||||||
[2] | Tax Expense (Benefit) of $(0.7) million, $$(1.9) million, $(0.9) million, $$(0.9) million, and less than $0.1 million for the Successor three months ended June 30, 2020 and 2019, for the Successor six months ended June 30, 2020, for the Successor period from January 1 to June 30, 2019, and for the Predecessor period from January 1 to February 7, 2019, respectively. | |||||||||||||||||||||
[3] | Tax Expense (Benefit) of $0.1 million, $(0.4) million, $(0.2) million, $(0.5) million, and $(0.1) million for the Successor three months ended June 30, 2020 and 2019, for the Successor six months ended June 30, 2020, for the Successor period from January 1 to June 30, 2019, and for the Predecessor period from January 1 to February 7, 2019, respectively. | |||||||||||||||||||||
[4] | Related to the preferred stock dividends declared by the Board of Directors of Dun & Bradstreet Holdings, Inc. (formerly Star Intermediate I, Inc.) on May 31, 2019, March 4, 2020 and May 14, 2020, respectively, associated with its cumulative Series A Preferred Stock. The dividend payments of $21.3 million, $10.7 million, $32 million and $32.1 million were made on June 19, 2019, June 28, 2019, March 27, 2020 and June 26, 2020, respectively. See further discussion in Note 17. |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholder Equity (Deficit) (Unaudited) (Parenthetical) - USD ($) $ in Millions | Jun. 26, 2020 | Mar. 27, 2020 | Jun. 28, 2019 | Jun. 19, 2019 | Feb. 07, 2019 | Jun. 30, 2020 |
Statement of Stockholders' Equity [Abstract] | ||||||
Pension adjustments, tax expense (benefit) | $ 22.2 | $ (0.1) | ||||
Change in cumulative translation adjustment, tax expense (benefit) | 0.1 | (0.9) | ||||
Derivative financial instruments, tax expense (benefit) | $ (0.1) | $ (0.2) | ||||
Preferred stock dividend payments | $ 32.1 | $ 32 | $ 10.7 | $ 21.3 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements of Dun & Bradstreet Holdings, Inc. (formerly Star Intermediate I, Inc.) and its subsidiaries (‘‘we’’ ‘‘us’’ ‘‘our’’ or the ‘‘Company’’) were prepared in accordance with generally accepted accounting principles in the United States of America (‘‘GAAP’’). They should be read in conjunction with the consolidated financial statements and related notes, which appear in the consolidated financial statements for the year ended December 31, 2019, included in our final prospectus dated June 30, 2020 and filed with the Securities and Exchange Commission on July 2, 2020. The unaudited condensed consolidated financial statements for interim periods do not include all disclosures required by GAAP for annual financial statements and are not necessarily indicative of results for the full year or any subsequent period. In the opinion of our management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of the unaudited consolidated financial position, results of operations and cash flows at the dates and for the periods presented have been included. The Take-Private Transaction On August 8, 2018, a consortium of investors formed a Delaware limited partnership, Star Parent, L.P. (‘‘Parent’’) and Star Merger Sub, Inc. (‘‘Merger Sub’’), and subsequently formed subsidiaries including Dun & Bradstreet Holdings, Inc., Star Intermediate II, LLC and Star Intermediate III, LLC. Also on August 8, 2018, The Dun & Bradstreet Corporation ("Dun & Bradstreet") entered into an Agreement and Plan of Merger (the ‘‘Merger Agreement’’) with Parent and Merger Sub. On February 8, 2019, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Dun & Bradstreet with Dun & Bradstreet continuing as the surviving corporation. The transaction is referred to as the ‘‘Take-Private Transaction.’’ At the time of the Take-Private Transaction, Parent and its subsidiaries, including Dun & Bradstreet Holdings, Inc. were collectively controlled by Bilcar, LLC (‘‘Bilcar’’), Thomas H. Lee Partners, L.P. (‘‘THL’’), Cannae Holdings, Inc. (‘‘Cannae Holdings’’), Black Knight, Inc. (‘‘Black Knight’’) and CC Capital Partners LLC (‘‘CC Capital’’), collectively the ‘‘Investor Consortium.’’ The diagram below depicts the legal entity structure after the consummation of the Take-Private Transaction: The completion of the Take-Private Transaction resulted in the following: • Parent issued 206,787.3617 Class A units for $2,048.4 million, net of equity syndication fee of $19.5 million, which was contributed to Dun & Bradstreet Holdings, Inc. In addition, Parent issued 6,817.7428 units of Class B and 32,987.0078 units of Class C profits interest. • Dun & Bradstreet Holdings, Inc. issued 314,494,968 shares of common stock to Parent and 1,050,000 shares of Series A Preferred Stock for $1,028.4 million, net of issuance discount of $21.6 million. • Merger Sub entered into a credit agreement for new senior secured credit facilities (the ‘‘New Senior Secured Credit Facilities’’). The New Senior Secured Credit Facilities provide for (i) a seven five • The Company used the proceeds from the issuances of common and preferred shares and the debt financing to (i) finance and consummate the Take-Private Transaction and other transactions, including to fund nonqualified pension and deferred compensation plan obligations (ii) repay in full all outstanding indebtedness under Dun & Bradstreet’s then-existing senior secured credit facilities, (iii) fund the redemption and discharge of all of Dun & Bradstreet’s then-existing senior notes and (iv) pay related fees, costs, premiums and expenses in connection with these transactions. • Merger Sub merged with and into D&B with D&B continuing as the surviving corporation. As a result of the Take-Private Transaction on February 8, 2019, the merger was accounted for in accordance with ASC 805, ‘‘Business Combinations’’ (‘‘ASC 805’’), and Dun & Bradstreet Holdings, Inc. was determined to be the accounting acquirer. The accompanying condensed consolidated financial statements and information are presented on a Successor and Predecessor basis. References to Predecessor refer to the results of operations, cash flows and financial position of The Dun & Bradstreet Corporation and its subsidiaries prior to the closing of the Take-Private Transaction. References to Successor refer to the consolidated financial position of Dun & Bradstreet Holdings, Inc. and its subsidiaries as of June 30, 2020 and December 31, 2019, and the results of operations and cash flows of Dun & Bradstreet Holdings, Inc. and its subsidiaries for the three- month and six-month periods ended June 30, 2020, the three months ended June 30, 2019 and the period from January 1, 2019 to June 30, 2019. During the period from January 1, 2019 to February 7, 2019, Dun & Bradstreet Holdings, Inc. had no significant operations and limited assets and had only incurred transaction related expenses prior to the Take-Private Transaction. The Successor period includes the consolidated results of operations, cash flows and financial position of Dun & Bradstreet and its subsidiaries on and after February 8, 2019. The Predecessor and Successor consolidated financial information presented herein is not comparable primarily due to the impacts of the Take-Private Transaction including the application of acquisition accounting in the Successor financial statements as of February 8, 2019, as further described in Note 12, of which the most significant impacts are (i) the increased amortization expense for intangible assets, (ii) additional interest expense associated with debt financing arrangements entered into in connection with the Take-Private Transaction, (iii) higher non-recurring transaction costs and the pension settlement charge attributable to the Take-Private Transaction and (iv) a shorter Successor period for our International operations. All intercompany transactions and balances have been eliminated in consolidation. Since the Take-Private Transaction, management has made changes to transform our business. As a result, during the fourth quarter of 2019, we changed the composition of our reportable segments, the classification of revenue by solution set and our measure of segment profit (from operating income to adjusted EBITDA (see Note 15 for further discussion of adjusted EBITDA) in the information that we provide to our chief operating decision makers (CODMs) to better align with how they assess performance and allocate resources. Latin America Worldwide Network, which was previously included in the Americas reportable segment, is currently included in the International segment. Accordingly, prior period results have been recast to conform to the current presentation of segments, revenue by solution, and the measure of segment profit. These changes do not impact our consolidated results. We manage our business and report our financial results through the following two segments: • North America offers Finance & Risk and Sales & Marketing data, analytics and business insights in the United States and Canada; and • International offers Finance & Risk and Sales & Marketing data, analytics and business insights directly in the United Kingdom/Ireland ("U.K."), Greater China, India and indirectly through our Worldwide Network Alliances. Except as described below, the unaudited condensed consolidated financial statements reflect results of the subsidiaries outside of North America for the three-month and six-month periods ended May 31 in order to facilitate the timely reporting of the unaudited condensed consolidated financial results and unaudited condensed consolidated financial position. For the period from January 1, 2019 to June 30, 2019 (Successor), the results of subsidiaries outside of North America are reflected for the period from February 8, 2019 through May 31, 2019. For the period from January 1 to February 7, 2019 (Predecessor), the results of subsidiaries outside of North America are reflected for the period from December 1, 2018 to January 7, 2019. As a result of the lag reporting in the International segment, we excluded the revenue and expenses for the period of January 8, 2019 to February 7, 2019, (the "International lag adjustment"), in connection with the Take-Private Transaction on February 8, 2019. Our unaudited condensed consolidated financial statements presented herein reflect the latest estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements We consider the applicability and impact of all Accounting Standards Updates (“ASUs”) and applicable authoritative guidance. The ASUs not listed below were assessed and determined to be either not applicable or are expected to have an immaterial impact on our consolidated financial position, results of operations and/or cash flows. Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract: Disclosures for Implementation Costs Incurred for Internal-Use Software and Cloud Computing Arrangements - a consensus of the EITF.” The standard aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Costs incurred during the planning and post implementation stages are typically expensed, while costs incurred during the development stage are typically capitalized. The capitalized implementation costs are to be expensed over the term of the hosting arrangement including renewal options to the extent those options are expected to be utilized. This update also requires the capitalized implementation costs to be presented in the consolidated financial statements consistent with the presentation of the ongoing fees and payments associated with the cloud arrangement. We adopted this update as of January 1, 2020 and applied its amendments prospectively to implementation costs incurred after the date of adoption. This update did not have a material effect on our unaudited condensed consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The standard changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities are required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, entities measure credit losses in a manner similar to what is required under the existing guidance, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. We adopted this update as of January 1, 2020. This update did not have a material effect on our unaudited condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740)." The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. We do not expect the adoption of this authoritative guidance to have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-14, “Compensation-Retirement Benefits-Defined Benefit Plans- General (Topic 715-20): Changes to the Disclosure Requirements for Defined Benefit Plans.” The standard amends ASC 715, “Compensation - Retirement Benefits,” to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The amendments are to be applied retrospectively. The standard is effe ctive for public business entities for fiscal years ending after December 15, 2020, and for all other entities for fiscal years ending after December 15, 2021. Early adoption is permitted. The adoption of this authoritative guidance will not have a material impact on our consolidated financial statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The total amount of the transaction price for our revenue contracts allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2020 (Successor) is as follows: Rest of 2020 2021 2022 2023 2024 Thereafter Total Future revenue $ 648.8 $ 650.6 $ 317.8 $ 142.9 $ 66.9 $ 249.0 $ 2,076.0 The table of future revenue does not include any amount of variable consideration that is a sales or usage-based royalty in exchange for distinct data licenses or that is allocated to a distinct service period within a single performance obligation that is a series of distinct service periods. Contract Balances At June 30, 2020 At December 31, 2019 Accounts receivable, net $ 246.2 $ 269.3 Short-term contract assets $ 0.5 $ 1.0 Long-term contract assets $ 1.0 $ 2.8 Short-term deferred revenue $ 520.8 $ 467.5 Long-term deferred revenue $ 11.8 $ 7.8 The increase in deferred revenue of $57.3 million from December 31, 2019 to June 30, 2020 was primarily due to cash payments received or due in advance of satisfying our performance obligations, and the decrease of the purchase accounting fair value adjustments from our Take-Private Transaction in February 2019, largely offset by approximately $404.5 million of revenues recognized that were included in the deferred revenue balance at December 31, 2019. The decrease in contract assets of $2.3 million is primarily due to $3.2 million of contract assets included in the balance at January 1, 2020 that were reclassified to receivables when they became unconditional, largely offset by new contract assets recognized in the period, net of new amounts reclassified to receivables. Assets Recognized for the Costs to Obtain a Contract Commission assets, net of accumulated amortization included in deferred costs, were $61.5 million and $47.0 million as of June 30, 2020 and December 31, 2019, respectively. The amortization of commission assets is as follows: Period Amortization Three months ended June 30, 2020 (Successor) $ 4.0 Six months ended June 30, 2020 (Successor) $ 7.2 Three months ended June 30, 2019 (Successor) $ 0.8 Period from January 1 to June 30, 2019 (Successor) $ 0.9 Period from January 1 to February 7, 2019 (Predecessor) $ 3.2 |
Restructuring Charge
Restructuring Charge | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Charge | Restructuring ChargeWe incurred restructuring charges (which generally consist of employee severance and termination costs, and contract terminations). These charges were incurred as a result of eliminating, consolidating, standardizing and/or automating our business functions. Three Months Ended June 30, 2020 (Successor) vs. Three Months Ended June 30, 2019 (Successor) We recorded a restructuring charge of $6.8 million for the three months ended June 30, 2020 (Successor). This charge consists of: • Severance costs of $4.2 million under ongoing benefit arrangements. Approximately 60 employees were impacted. Most of the employees impacted exited the Company by the end of the second quarter of 2020. The cash payments for these employees will be substantially completed by the end of the fourth quarter of 2020; and • Contract termination, write down of right of use assets and other exit costs, including those to consolidate or close facilities of $2.6 million We recorded a restructuring charge of $17.4 million for the three months ended June 30, 2019 (Successor). This charge consists of: • Severance costs of $10.7 million under ongoing benefit arrangements. Approximately 190 employees were impacted and exited the Company by the end of the second quarter of 2019. The cash payments for these employees were substantially completed by the end of the first quarter of 2020; and • Contract termination, write down of right of use assets and other exit costs, including those to consolidate or close facilities of $6.7 million. Six Months Ended June 30, 2020 (Successor) vs. Six Months Ended June 30, 2019 (Successor) and Period from January 1, 2019 to February 7, 2019 (Predecessor) We recorded a restructuring charge of $11.3 million for the six months ended June 30, 2020 (Successor). This charge consists of: • Severance costs of $6.2 million under ongoing benefit arrangements. Approximately 100 employees were impacted. Most of the employees impacted exited the Company by the end of the second quarter of 2020. The cash payments for these employees will be substantially completed by the end of the fourth quarter of 2020; and • Contract termination, write down of right of use assets and other exit costs, including those to consolidate or close facilities of $5.1 million. We recorded a restructuring charge of $35.9 million for the six months ended June 30, 2019 (Successor) and $0.1 million for the period from January 1, 2019 to February 7, 2019 (Predecessor). These charges consist of: • Severance costs of $27.8 million (Successor) and $0.1 million (Predecessor) under ongoing benefit arrangements. Approximately 380 employees were impacted and exited the Company by the end of the second quarter of 2019. The cash payments for these employees were substantially completed by the end of the first quarter of 2020; and • Contract termination, lease termination obligations and other exit costs, including those to consolidate or close facilities of $8.1 million (Successor). The following tables set forth the restructuring reserves and utilization for the three months ended March 31, 2020 and June 30, 2020 (Successor), for the period from January 1, 2019 to February 7, 2019 (Predecessor), for the period from January 1, 2019 to March 31, 2019 (Successor), and the three months ended June 30, 2019 (Successor): Severance Contract Termination Total Successor: Balance remaining as of December 31, 2019 $ 6.3 $ 4.8 $ 11.1 Charge taken during first quarter 2020 2.0 — 2.0 Payments made during first quarter 2020 (4.8) (1.4) (6.2) Balance remaining as of March 31, 2020 $ 3.5 $ 3.4 $ 6.9 Charge taken during second quarter 2020 4.2 0.4 4.6 Payments made during second quarter 2020 (3.7) (0.7) (4.4) Balance remaining as of June 30, 2020 $ 4.0 $ 3.1 $ 7.1 Severance Contract Termination Total Predecessor: Balance remaining as of December 31, 2018 $ 4.7 $ 2.9 $ 7.6 Charge taken from January 1 to February 7, 2019 0.1 — 0.1 Payments made through February 7, 2019 (1.6) (0.5) (2.1) Reclassification related to leases pursuant to the adoption of Topic 842 — (2.4) (2.4) Balance remaining as of February 7, 2019 $ 3.2 $ — $ 3.2 Successor: Balance as of December 31, 2018 $ — $ — $ — Impact of purchase accounting 3.2 — 3.2 Charge taken during the first quarter 2019 17.1 1.4 18.5 Payments made during first quarter 2019 (4.0) (0.7) (4.7) Balance remaining as of March 31, 2019 $ 16.3 $ 0.7 $ 17.0 Charge taken during the second quarter 2019 10.7 6.7 17.4 Payments made during second quarter 2019 (11.1) (0.7) (11.8) Balance remaining as of June 30, 2019 $ 15.9 $ 6.7 $ 22.6 |
Notes Payable and Indebtedness
Notes Payable and Indebtedness | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Notes Payable and Indebtedness | Notes Payable and Indebtedness Successor Debt In connection with the Take-Private Transaction on February 8, 2019, the Company entered into a credit agreement governing its new senior secured credit facilities (the “New Senior Secured Credit Facilities”). The New Senior Secured Credit Facilities provided for (i) a seven five indebtedness under the Company's then-existing senior secured credit facilities, (iii) fund the redemption and discharge of all of the Company’s then-existing senior notes and (iv) pay related fees, costs, premiums and expenses in connection with these transactions. In connection with the initial public offering ("IPO") transaction (see Note 18), as of June 30, 2020 we committed to repay and subsequent thereto repaid $300 million in aggregate principal amount of our 10.250% Senior Unsecured Notes outstanding due 2027. As of June 30, 2020, we classified and reported the repayment portion within “Short-term debt.” As a result, the associated deferred debt issuance costs and discount of $10.5 million were expensed as of June 30, 2020. In addition, we were required to pay a premium of $30.8 million related to the repayment, which was accrued within “Other accrued and current liabilities” as of June 30, 2020. The associated expense was reported within “Non-operating income (expense) – net,” for the three and six months ended June 30, 2020. Our borrowings are summarized in the following table: June 30, 2020 At December 31, 2019 Maturity Principal Amount Debt Issuance Costs and Discount* Carrying Value Principal Amount Debt Issuance Costs and Discount* Carrying Value Debt Maturing Within One Year: 10.250% New Senior Unsecured Notes (1) $ 300.0 $ — $ 300.0 $ — $ — $ — New Repatriation Bridge Facility (1) February 7, 2020 — — — 63.0 0.1 62.9 New Term Loan Facility (1) 25.3 — 25.3 19.0 — 19.0 Total short-term debt $ 325.3 $ — $ 325.3 $ 82.0 $ 0.1 $ 81.9 Debt Maturing After One Year: New Term Loan Facility (1) February 8, 2026 $ 2,498.4 $ 84.6 $ 2,413.8 $ 2,511.0 $ 98.3 $ 2,412.7 New Revolving Facility (1) (2) February 8, 2024 87.5 — 87.5 — — — 6.875% New Senior Secured Notes (1) August 15, 2026 700.0 14.8 685.2 700.0 15.8 684.2 10.250% New Senior Unsecured Notes (1) February 15, 2027 450.0 15.7 434.3 750.0 28.0 722.0 Total long-term debt $ 3,735.9 $ 115.1 $ 3,620.8 $ 3,961.0 $ 142.1 $ 3,818.9 Total debt $ 4,061.2 $ 115.1 $ 3,946.1 $ 4,043.0 $ 142.2 $ 3,900.8 * Represents unamortized portion of debt issuance costs and discounts. (1) The New Senior Secured Credit Facilities and Successor notes contain certain covenants that limit our ability to incur additional indebtedness and guarantee indebtedness, create liens, engage in mergers or acquisitions, sell, transfer or otherwise dispose of assets, pay dividends and distributions or repurchase capital stock, prepay certain indebtedness and make investments, loans and advances. We were in compliance with these non-financial covenants at June 30, 2020 and December 31, 2019. (2) The New Revolving Facility contains a springing financial covenant requiring compliance with a maximum ratio of first lien net indebtedness to consolidated EBITDA of 6.75. The financial covenant applies only if the aggregate principal amount of borrowings under the New Revolving Facility and certain outstanding letters of credit exceed 35% of the total amount of commitments under the New Revolving Facility on the last day of any fiscal quarter. The financial covenant did not apply at June 30, 2020 and December 31, 2019 . New Senior Secured Credit Facilities Borrowings under the New Senior Secured Credit Facilities bear interest at a rate per annum equal to an applicable margin over a LIBOR rate for the interest period relevant to such borrowing, subject to interest rate floors, and they are secured by substantially all of the Company’s assets. Other details of the New Senior Secured Credit Facilities: • As required by the credit agreement, beginning June 30, 2020, the principal amount of the New Term Loan Facility will begin to be paid down in equal quarterly installments in an aggregate annual amount equal to 1.00% of the original principal amount, with the balance being payable on February 8, 2026. Debt issuance costs of $62.1 million and discount of $50.6 million were recorded as a reduction of the carrying amount of the New Term Loan Facility and are being amortized over the term of the facility. The margin to LIBOR was 500 basis points initially. On February 10, 2020, an amendment was made to the credit agreement, specifically related to the New Term Loan Facility, which reduced the margin to LIBOR to 400 basis points. The maturity date for the New Term Loan Facility remains February 8, 2026 and no changes were made to the financial covenants or scheduled amortization. Subsequent to the IPO transaction, the spread was further reduced by 25 basis points to 375 basis points. The interest rate associated with the outstanding balances of the New Term Loan Facility at June 30, 2020 and December 31, 2019 were 4.184% and 6.792%, respectively. In connection with the term loan repricing, we incurred $0.8 million of third-party fees and wrote off $6.2 million of deferred debt issuance costs and discount related to changes in syndicated lenders. Both were recorded and reflected within “Other income (expense)-net” for the six months ended June 30, 2020. • The New Revolving Facility provides for up to $400 million of revolving extensions of credit outstanding at any time until maturity on February 8, 2024. Debt issuance costs of $9.6 million were included in "Other Non-Current Assets" on the consolidated balance sheet and will be amortized over the term of the New Revolving Facility. The margin to LIBOR is 350 basis points. Subsequent to the IPO transaction, the spread was reduced by 25 basis points to 325 basis points. The interest rate associated with the outstanding balance of the New Revolving Facility at June 30, 2020 was 3.604%. • The New Repatriation Bridge Facility matured on February 7, 2020. Debt issuance costs of $1.5 million were recorded as a reduction of the carrying amount of the New Repatriation Bridge Facility and were amortized over the term of the New Repatriation Bridge Facility. The margin to LIBOR was 350 basis points. The interest rate associated with the Repatriation Bridge Facility at December 31, 2019 was 5.292%. The outstanding balance of the New Repatriation Bridge Facility was fully repaid in February 2020. New Senior Notes Debt issuance costs of $17.9 million and $31.6 million related to the 6.875% New Senior Secured Notes and the 10.250% New Senior Unsecured Notes, respectively, were recorded as a reduction of the carrying amount of the notes and will be amortized over the respective contractual term of the notes. The New Senior Secured Notes and the New Senior Unsecured Notes may be redeemed at our option, in whole or in part, following specified events and on specified redemption dates and at the redemption prices specified in the indenture governing the New Senior Secured Notes and the New Senior Unsecured Notes. The scheduled maturities and interest payments for our total debt outstanding as of June 30, 2020, reflecting the 40% redemption of the 10.250% Senior Unsecured Notes and the interest rate reduction discussed above, are as follows: Rest of 2020 2021 2022 2023 2024 Thereafter Total Principal $ 312.7 $ 25.3 $ 25.3 $ 25.3 $ 112.8 $ 3,559.8 $ 4,061.2 Interest 110.0 195.0 194.1 193.1 189.5 315.3 1,197.0 Total Debt $ 422.7 $ 220.3 $ 219.4 $ 218.4 $ 302.3 $ 3,875.1 $ 5,258.2 Retired Predecessor Debt In connection with the Take-Private Transaction, we repaid in full all outstanding indebtedness under the Predecessor Term Loan Facility and Revolving Credit Facility and funded the redemption and discharge of the Predecessor senior notes, inclusive of a make-whole payment of $25.1 million, which was considered in our determination of the acquisition date fair value of the Predecessor senior notes as part of purchase accounting. Total unamortized debt issuance costs and discount of $6.6 million related to the Predecessor Term Loan Facility and Revolving Credit Facility were allocated zero value as part of purchase accounting. The weighted average interest rate associated with the outstanding balances related to the Predecessor Revolving Credit Facility prior to retirement as of February 7, 2019 was 3.66%. The interest rate associated with the outstanding balances related to the Predecessor Term Loan Facility prior to retirement as of February 7, 2019 was 4.00%. A short-term obligation that will be refinanced with successive short-term obligations may be classified as non-current as long as the cumulative period covered by the financing agreement is uninterrupted and extends beyond one year. Accordingly, the outstanding balances associated with the revolving credit facility were classified as “Long-Term Debt” as of June 30, 2020 and December 31, 2019 (Successor), excluding outstanding borrowings that were subsequently repaid utilizing operating funds. Other We were contingently liable under op en standby letters of credit and bank guarantees issued by our banks in favor of third parties totaling $0.9 million at June 30, 2020 and $1.0 million at December 31, 2019 (Successor). On April 20, 2018, we entered into three |
Other Assets and Liabilities
Other Assets and Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Other Assets and Other Liabilities [Abstract] | |
Other Assets and Liabilities | Other Assets and Liabilities Other Non-Current Assets June 30, December 31, Right of use assets 78.3 87.9 Prepaid pension assets 14.7 9.9 Investments 26.8 23.7 Other non-current assets 10.9 13.1 Total 130.7 134.6 Other Accrued and Current Liabilities: June 30, December 31, 2019 Restructuring accruals $ 7.1 $ 11.1 Operating expenses accruals 57.4 58.7 Accrued interest expense 47.5 49.3 Short term lease liability 23.3 22.4 Other accrued liabilities (1) 56.2 25.8 Total $ 191.5 $ 167.3 (1) Increase was primarily related to the premium fees associated with the early redemption of 40% of the outstanding Senior Unsecured Notes balances in connection with the IPO transaction Other Non-Current Liabilities: June 30, December 31, 2019 Deferred revenue - long term $ 11.8 $ 7.8 U.S. tax liability associated with the 2017 Act 49.8 55.0 Long term lease liability 62.4 71.2 Other 7.1 3.7 Total $ 131.1 $ 137.7 |
Contingencies
Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies | Contingencies In the ordinary course of business, we are involved in various pending and threatened litigation and regulatory matters related to our operations, such as claims brought by our clients in connection with commercial disputes, defamation claims by subjects of our reporting, and employment claims made by our current or former employees, some of which include claims for punitive or exemplary damages. Our ordinary course litigation may also include class action lawsuits, which make allegations related to various aspects of our business. From time to time, we are also subject to regulatory investigations or other proceedings by state and federal regulatory authorities, some of which take the form of civil investigative demands or subpoenas. Some of these regulatory inquiries may result in the assessment of fines for violations of regulations or settlements with such authorities requiring a variety of remedies. We believe that none of these actions depart from customary litigation or regulatory inquiries incidental to our business. We review lawsuits and other legal and regulatory matters (collectively "legal proceedings") on an ongoing basis when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, management bases its decision on its assessment of the ultimate outcome assuming all appeals have been exhausted. For legal proceedings where it has been determined that a loss is both probable and reasonably estimable, a liability based on known facts and which represents our best estimate has been recorded. Actual losses may materially differ from the amounts recorded and the ultimate outcome of our pending cases is generally not yet determinable. While some of these matters could be material to our operating results or cash flows for any particular period if an unfavorable outcome results, at present we do not believe the ultimate resolution of currently pending legal proceedings, either individually or in the aggregate, will have a material adverse effect on our financial condition. Ellis v. Dun and Bradstreet, U.S. District Court for the Central District of California On December 6, 2018, the Company was served with a complaint, captioned Dr. Jonathan C. Ellis v. Dun and Bradstreet, Inc. (the “Complaint”). The Complaint alleges that in or about April 2018, the Dun & Bradstreet report on Doheny Endosurgical Center, which is owned by the plaintiff, was updated to incorrectly include a reference to a Dr. Jonathon Ellis, who was charged with criminal activity relating to a minor. The Complaint contains two causes of action, libel per se and false light invasion of privacy, and seeks compensatory and punitive damages. Dun & Bradstreet filed its Answer to the Complaint on January 17, 2019 and a motion to strike the complaint under California’s anti-SLAPP statute, Cal. Civ. Proc. Code § 425.16 on February 27, 2019. After the parties conducted discovery limited to the issues raised by the motion and finalized briefing on the motion, the Court held a hearing on October 2, 2019, ordered the parties to provide supplemental briefing, and on November 20, 2019, entered an order denying the anti-SLAPP motion. Dun & Bradstreet filed a notice of interlocutory appeal of the decision on December 4, 2019, and the opening appeal brief is presently due on September 14, 2020. On May 28, 2020, the parties engaged in a mediation via videoconference before a Ninth Circuit mediator assigned to the case, but the case did not resolve; however, on June 30, 2020, the parties reached an oral agreement in principle to resolve the action, which is subject to the negotiation and execution of a written settlement agreement. Based on settlement discussions, a reserve has been accrued by the Company for this matter in the consolidated financial statements. The amount of such reserve is not material to the Company’s financial statements. Because of the pending appeal and because the parties have engaged in only limited discovery on discrete issues, we do not have sufficient information upon which to determine that any additional loss in connection with this matter is probable, reasonably possible or estimable. In addition, in the normal course of business, and including without limitation, our merger and acquisition activities, strategic relationships and financing transactions, the Company indemnifies other parties, including clients, lessors and parties to other transactions with the Company, with respect to certain matters. We have agreed to hold the other parties harmless against losses arising from a breach of representations or covenants, or arising out of other claims made against certain parties. These agreements may limit the time within which an indemnification claim can be made and the amount of the claim. The Company has also entered into indemnity obligations with its officers and directors. Additionally, in certain circumstances, the Company issues guarantee letters on behalf of our wholly owned subsidiaries for specific situations. It is not possible to determine the maximum potential amount of future payments under these indemnification agreements due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. Historically, payments made by Dun & Bradstreet under these agreements have not had a material impact on the consolidated financial statements. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes In response to liquidity issues that businesses are facing as a result of the COVID-19 pandemic, The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act” or the “Act”) was signed into law on March 27, 2020 by the U.S. government. The Act provides for a five-year carryback of federal net operating losses generated in tax years beginning in 2018, 2019, or 2020. In addition, the Act temporarily increases the deductible interest expense, for tax years beginning in 2019 and 2020. See further discussion below. The effective tax rate for the three months ended June 30, 2020 (Successor) was 13.6%, reflecting a tax benefit of $27.5 million on a pre-tax loss of $201.9 million, compared to 26.7% for the three months ended June 30, 2019, reflecting a tax benefit of $23.1 million on a pre-tax loss of $86.4 million. The l ower effective tax rate for the three months ended June 30, 2020 compared to the prior year period was primarily due to the non-deductible expense associated with the fair value adjustment related to the Series A Preferred Stock make-whole derivative liability. The effective tax rate for the six months ended June 30, 2020 (Successor) was 50.2%, reflecting a tax benefit of $101.8 million on a pre-tax loss of $202.9 million, compared to 18.0% for the period from January 1, 2019 to June 30, 2019 (Successor), reflecting a tax benefit of $60.1 million on a pre-tax loss of $333.1 million, and 26.7% for the period from January 1, 2019 to February 7, 2019 (Predecessor), reflecting a tax benefit of $27.5 million on a pre-tax loss of $102.8 million. The effective tax rate for the six months ended June 30, 2020 (Successor) was positively impacted by the $53.7 million net benefit resulting from the enactment of the Act which allows for the carryback of U.S. net operating losses arising in 2018, 2019 or 2020 to each of the five preceding years for which the corporate tax rate for certain years was 35% (periods prior to 2018), as compared to the current 21% tax rate. The aforementioned benefit was partially offset by the impact of non-deductible expense associated with the fair value adjustment related to the Series A Preferred Stock make-whole derivative liability. The effective rate for both the period from January 1, 2019 to June 30, 2019 (Successor) and the period from January 1, 2019 to February 7, 2019 (Predecessor), was negatively impacted by non-deductible transaction costs incurred as part of the Take-Private Transaction, partially offset by the excess tax benefit related to the acceleration of the vesting of equity-based awards in connection with the Take-Private Transaction for the period January 1, 2019 to February 7, 2019 (Predecessor). |
Pension and Postretirement Bene
Pension and Postretirement Benefits | 6 Months Ended |
Jun. 30, 2020 | |
Postemployment Benefits [Abstract] | |
Pension and Postretirement Benefits | Pension and Postretirement Benefits Net Periodic Pension Cost The following table sets forth the components of the net periodic cost (income) associated with our pension plans and our postretirement benefit obligations: Pension Plans Postretirement Benefit Obligations Three-Month Period Six-Month Period Three-Month Period Six-Month Period Successor Predecessor Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Components of net periodic cost (income): Service cost $ 0.5 $ 0.4 $ 0.9 $ 0.6 $ 0.3 $ — $ — $ — $ — $ — Interest cost 10.4 13.1 20.9 20.4 6.8 — 0.1 — 0.1 — Expected return on plan assets (21.8) (23.3) (43.7) (36.2) (10.6) — — — — — Amortization of Prior Service Cost (Credit) — — — — — (0.1) — (0.2) — (0.1) Recognized actuarial loss (gain) — — — — 4.0 — — — — (0.1) Net periodic cost (income) $ (10.9) $ (9.8) $ (21.9) $ (15.2) $ 0.5 $ (0.1) $ 0.1 $ (0.2) $ 0.1 $ (0.2) In connection with the Take-Private Transaction, a change in control was triggered for a portion of our U.S. Non-Qualified Plans upon shareholder approval of the transaction on November 7, 2018 and a settlement payment of $190.5 million was made in January 2019. For the remainder of the U.S. Non-Qualified Plans, a change in control was triggered upon the close of the transaction on February 8, 2019 and a settlement payment of $105.9 million was made in March 2019, effectively settling our U.S. Non-Qualified Plan obligation. As a result, we recorded a settlement charge of $85.8 million in the period from January 1, 2019 to February 7, 2019 (Predecessor). Also in connection with the Take-Private Transaction, we have remeasured our global pension and postretirement plans on February 8, 2019 to recognize as part of the transaction an asset or a liability representing the funded status of each of the plans. The unrecognized actuarial losses or gains were set to zero as of February 8, 2019 as a result of purchase accounting. |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial Instruments | Financial Instruments We employ established policies and procedures to manage our exposure to changes in interest rates and foreign currencies. We use foreign exchange forward and option contracts to hedge certain short-term foreign currency denominated loans and third-party and intercompany transactions. We may also use foreign exchange forward contracts to hedge our net investments in our foreign subsidiaries. In addition, we may use interest rate derivatives to hedge a portion of the interest rate exposure on our outstanding debt or in anticipation of a future debt issuance, as discussed under “Interest Rate Risk Management” below. We do not use derivative financial instruments for trading or speculative purposes. If a hedging instrument ceases to qualify as a hedge in accordance with hedge accounting guidelines, any subsequent gains and losses are recognized currently in income. Collateral is generally not required for these types of instruments. By their nature, all such instruments involve risk, including the credit risk of non-performance by counterparties. However, at June 30, 2020 and December 31, 2019, there was no significant risk of loss in the event of non-performance of the counterparties to these financial instruments. We control our exposure to credit risk through monitoring procedures. Our trade receivables do not represent a significant concentration of credit risk at June 30, 2020 and December 31, 2019, because we sell to a large number of clients in different geographical locations and industries. Interest Rate Risk Management Our objective in managing our exposure to interest rates is to limit the impact of interest rate changes on our earnings, cash flows and financial position, and to lower our overall borrowing costs. To achieve these objectives, we maintain a practice that floating-rate debt be managed within a minimum and maximum range of our total debt exposure. To manage our exposure and limit volatility, we may use fixed-rate debt, floating-rate debt and/or interest rate swaps. We recognize all derivative instruments as either assets or liabilities at fair value in the consolidated balance sheet. We use interest rate swaps to manage the impact of interest rate changes on our earnings. Under the swap agreements, we make monthly payments based on the fixed interest rate and receive monthly payments based on the floating rate. The objective of the swaps is to mitigate the variation of future cash flows from changes in the floating interest rates on our existing debt. For further detail of our debt, see Note 5. The swaps are designated and accounted for as cash flow hedges. Changes in the fair value of the hedging instruments are recorded in Other Comprehensive Income (Loss) and reclassified to earnings in the same line item associated with the hedged item when the hedged item impacts earnings. The notional amount of the interest rate swap was $129.0 million at June 30, 2020 and $214.0 million at December 31, 2019. Foreign Exchange Risk Management Our objective in managing exposure to foreign currency fluctuations is to reduce the volatility caused by foreign exchange rate changes on the earnings, cash flows and financial position of our international operations. From time to time, we follow a practice of hedging certain balance sheet positions denominated in currencies other than the functional currency applicable to each of our various subsidiaries. In addition, we are subject to foreign exchange risk associated with our international earnings and net investments in our foreign subsidiaries. We may use short-term, foreign exchange forward and, from time to time, option contracts to execute our hedging strategies. Typically, these contracts have maturities of 12 months or less. These contracts are denominated primarily in the British pound sterling, the Euro, the Singapore dollar and the Hong Kong dollar. The gains and losses on the forward contracts associated with our balance sheet positions are recorded in “Other Income (Expense) – Net” in the consolidated statements of operations and comprehensive income (loss) and are essentially offset by the losses and gains on the underlying foreign currency transactions. Our foreign exchange forward contracts are not designated as hedging instruments under authoritative guidance. In prior years, to decrease earnings volatility, we hedged substantially all our intercompany balance positions denominated in a currency other than the functional currency applicable to each of our various subsidiaries with short-term, foreign exchange forward contracts. Beginning in the third quarter of 2019, certain balance sheet positions were no longer being hedged in order to reduce the volatility of cash flows required to settle these forward contracts. However, starting in the third quarter of 2020, we resumed our practice of hedging substantially all our intercompany balance positions. The underlying transactions and the corresponding foreign exchange forward contracts are marked to market at the end of each quarter and the fair value impacts are reflected within the consolidated financial statements. As of June 30, 2020 and December 31, 2019, the notional amounts of our foreign exchange contracts were $102.4 million and $152.0 million, respectively. Fair Values of Derivative Instruments in the Consolidated Balance Sheet Asset Derivatives Liability Derivatives June 30, 2020 December 31, 2019 June 30, 2020 December 31, 2019 Balance Sheet Fair Value Balance Sheet Fair Value Balance Sheet Fair Value Balance Sheet Fair Value Derivatives designated as hedging instruments Interest rate contracts Other Current $ — Other Current $ — Other Accrued & $ 2.6 Other Accrued & $ 1.9 Total Derivatives designated as hedging instruments $ — $ — $ 2.6 $ 1.9 Derivatives not designated as hedging instruments Make-whole derivative liability Other Current Assets $ — Other Current Assets $ — Make-whole derivative liability $ 205.2 Make-whole derivative liability $ 172.4 Foreign exchange forward contracts Other Current 0.6 Other Current 1.6 Other Accrued & 2.3 Other Accrued & 2.6 Total derivatives not designated as hedging instruments $ 0.6 $ 1.6 $ 207.5 $ 175.0 Total Derivatives $ 0.6 $ 1.6 $ 210.1 $ 176.9 The Effect of Derivative Instruments on the Consolidated Statement of Operations and Comprehensive Income (Loss) Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income Location of Gain or (Loss) Recognized in Income on Derivative Amount of Gain or (Loss) Recognized in Income on Derivative Three-Month Period Successor Successor Successor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Interest Contracts $ 0.7 $ (1.5) Interest Expense $ (0.8) $ (0.1) Interest Expense $ (0.8) $ (0.1) Derivatives in Cash Flow Hedging Amount of Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income Location of Gain or (Loss) Recognized in Income on Derivative Amount of Gain or (Loss) Recognized in Income on Derivative Six-Month Period Successor Predecessor Successor Predecessor Successor Predecessor Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Interest Contracts $ (0.7) $ (2.2) $ — Interest Expense $ (1.3) $ (0.1) $ — Interest Expense $ (1.3) $ (0.1) $ — Derivatives Not Designated as Hedging Location of Gain or (Loss) Recognized in Amount of Gain (Loss) Recognized in Income on Derivatives Three-Month Period Six-Month Period Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Make-whole derivative liability Non-Operating Income (Expenses) – Net $ (102.6) $ — $ (32.8) $ — $ — Foreign exchange forward contracts Non-Operating Income (Expenses) – Net $ (0.7) $ (6.1) $ (0.7) $ (4.6) $ 1.8 Fair Value of Financial Instruments Our financial assets and liabilities that are reflected in the consolidated financial statements include derivative financial instruments, cash and cash equivalents, accounts receivable, other receivables, accounts payable, short-term borrowings and long-term borrowings. The following table summarizes fair value measurements by level at June 30, 2020 for assets and liabilities measured at fair value on a recurring basis: Quoted Prices in Significant Other Significant Balance at June 30, 2020 Assets: Cash equivalents (1) $ 3.2 $ — $ — $ 3.2 Other current assets: Foreign exchange forwards (2) $ — $ 0.6 $ — $ 0.6 Liabilities: Other accrued and current liabilities: Foreign exchange forwards (2) $ — $ 2.3 $ — $ 2.3 Swap arrangements (3) $ — $ 2.6 $ — $ 2.6 Make-whole derivative liability (4) $ — $ — $ 205.2 $ 205.2 The following table summarizes fair value measurements by level at December 31, 2019 for assets and liabilities measured at fair value on a recurring basis: Quoted Prices in Significant Other Significant Balance at December 31, 2019 Assets: Cash equivalents (1) $ 4.1 $ — $ — $ 4.1 Other current assets: Foreign exchange forwards (2) $ — $ 1.6 $ — $ 1.6 Liabilities: Other accrued and current liabilities: Foreign exchange forwards (2) $ — $ 2.6 $ — $ 2.6 Swap arrangements (3) $ — $ 1.9 $ — $ 1.9 Make-whole derivative liability (4) $ — $ — $ 172.4 $ 172.4 (1) The carrying value of cash equivalents represents fair value as they consist of highly liquid investments with an initial term from the date of purchase by the Company to maturity of three months or less. (2) Primarily represents foreign currency forward contracts. Fair value is determined based on observable market data and considers a factor for nonperformance in the valuation. (3) Represents interest rate swap agreements. Fair value is determined based on observable market data. (4) Represents estimated fair value related to the make-whole provision associated with the Series A Preferred Stock based on level III market data. There were no transfers between Levels I and II or transfers in or transfers out of Level III in the fair value hierarchy for the six months ended June 30, 2020 (Successor), the period from January 1, 2019 to June 30, 2019 (Successor), and the period from January 1, 2019 to February 7, 2019 (Predecessor). At June 30, 2020 and December 31, 2019, the fair value of cash and cash equivalents, accounts receivable, other receivables and accounts payable approximated carrying value due to the short-term nature of these instruments. The estimated fair values of other financial instruments subject to fair value disclosures, determined based on valuation models using discounted cash flow methodologies with market data inputs from globally recognized data providers and third-party quotes from major financial institutions (categorized as Level II in the fair value hierarchy), are as follows: Balance at June 30, 2020 December 31, 2019 Carrying Fair Value Carrying Fair Value Short-term and Long-term Debt (1) $ 1,419.5 $ 1,645.0 $ 1,469.1 $ 1,811.8 New Revolving Facility $ 87.5 $ 85.5 $ — $ — New Term Loan Facility (2) $ 2,439.1 $ 2,456.2 $ 2,431.7 $ 2,456.3 (1) Includes New Senior Notes (short-term and long-term) at June 30, 2020 and New Senior Notes (long-term) and New Repatriation Bridge Facility (short-term) at December 31, 2019. (2) Includes short-term and long-term portions of the New Term Loan Facility. Items Measured at Fair Value on a Nonrecurring Basis In addition to assets and liabilities that are recorded at fair value on a recurring basis, we record assets and liabilities at fair value on a nonrecurring basis as required by GAAP. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges and for acquisition accounting in accordance with the guidance in ASC 805 "Business Combinations." |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss) (“AOCI”): Foreign Currency Translation Adjustments Defined Benefit Pension Plans Derivative Financial Instruments Total Predecessor: Balance, December 31, 2018 $ (235.5) $ (818.3) $ (0.3) $ (1,054.1) Other comprehensive income (loss) before reclassifications 5.7 62.6 (0.1) 68.2 Amounts reclassified from accumulated other comprehensive loss, net of tax — 2.8 — 2.8 Balance, February 7, 2019 $ (229.8) $ (752.9) $ (0.4) $ (983.1) Successor: Balance, January 1, 2019 $ — $ — $ — $ — Other comprehensive income (loss) before reclassifications (16.8) — (1.6) (18.4) Amounts reclassified from accumulated other comprehensive loss, net of tax — — — — Balance, June 30, 2019 $ (16.8) $ — $ (1.6) $ (18.4) Balance, January 1, 2020 $ (6.6) $ (15.8) $ (1.1) $ (23.5) Other comprehensive income (loss) before reclassifications (13.7) — (0.5) (14.2) Amounts reclassified from accumulated other comprehensive loss, net of tax — (0.1) — (0.1) Balance, June 30, 2020 $ (20.3) $ (15.9) $ (1.6) $ (37.8) The following table summarizes the reclassifications out of AOCI: Details About Accumulated Other Comprehensive Income (Loss) Components Affected Line Item in the Statement Where Net Income (Loss) is Presented Amount Reclassified from Accumulated Other Comprehensive Income (Loss) Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Defined Benefit Pension Plans: Amortization of prior service costs Other Income (Expense)- Net $ — $ — $ (0.1) $ — $ (0.1) Amortization of actuarial gain/loss Other Income (Expense) - Net — — — — 3.9 Total before tax — — (0.1) — 3.8 Tax benefit (expense) — — — — (1.0) Total after tax — — (0.1) — 2.8 Total reclassifications for the period, net of tax $ — $ — $ (0.1) $ — $ 2.8 |
Take-Private Transaction
Take-Private Transaction | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Take-Private Transaction | Take-Private Transaction On August 8, 2018, Dun & Bradstreet entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Parent and Merger Sub. On February 8, 2019, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Dun & Bradstreet with Dun & Bradstreet continuing as the surviving corporation. Investors of Merger Sub believe that Dun & Bradstreet’s strong market position and financial performance can be further reinforced by executing additional growth initiatives and implementing cost saving initiatives. The Take-Private Transaction was funded through $3,076.8 million of cash from the issuance of common and preferred shares, as well as $4,043.0 million borrowings from notes issuance and Credit Facilities (see Note 5 for further discussion). The net proceeds were used to (i) finance the consummation of the Take-Private Transaction, (ii) repay in full all outstanding indebtedness under Dun & Bradstreet’s then-existing credit facilities, (iii) fund the redemption of all Dun & Bradstreet’s then-existing senior notes and (iv) pay related fees, costs, premiums and expenses in connection with these transactions. Upon the close of the Take-Private Transaction, each share of common stock of Dun & Bradstreet, formerly publicly-traded under the symbol of “DNB”, was cancelled and converted into the right to receive $145.00 in cash, without interest and subject to any applicable withholding taxes. In addition, each then-outstanding stock option and restricted stock units of Dun & Bradstreet, whether vested or unvested, was cancelled and converted into the right to receive $145.00 in cash, less applicable exercise price, without interest. On February 8, 2019, as required by the related change in control provision in the following agreements, the Company repaid in full the outstanding borrowings under the then-existing Revolving Five The merger was accounted for in accordance with ASC 805, and the Company was determined to be the accounting acquiror. The Take-Private Transaction was valued at $6,068.7 million of which $5,431.2 million was paid to acquire Dun & Bradstreet’s common stock, including stock options and restricted stock units, based on $145.00 per share and $637.5 million was paid to extinguish the then-existing debt on and following the Take-Private Transaction closing date. Assets and liabilities were recorded at the estimated fair value at the Take-Private Transaction closing date. Transaction costs incurred by the Predecessor of $52.0 million were included in Selling and Administrative Expenses of Predecessor’s results of operations for the period from January 1, 2019 to February 7, 2019. Transaction costs of $147.4 million incurred by Merger Sub were included in Selling and Administrative Expenses of Successor’s results of operations for the period from January 1, 2019 to March 31, 2019. Successor’s accumulated deficit as of December 31, 2018 includes approximately $13 million related to Merger Sub’s transaction costs incurred in 2018. The table below reflects the purchase price related to the acquisition and the resulting purchase allocation: Weighted Average Amortization Period (years) Initial Purchase Price Allocation Measurement Period Adjustments Purchase Price Allocation at December 31, 2019 Cash $ 117.7 $ — $ 117.7 Accounts receivable 267.8 (1.7) 266.1 Other current assets 46.8 (0.4) 46.4 Total current assets 432.3 (2.1) 430.2 Intangible assets: Customer relationships 16.9 2,589.0 (200.5) 2,388.5 Partnership agreements 14.3 — 230.3 230.3 Computer software 7.8 376.0 — 376.0 Database 17 1,769.0 (47.0) 1,722.0 Trademark Indefinite 1,200.8 75.0 1,275.8 Goodwill 2,797.6 (10.0) 2,787.6 Property, plant & equipment 30.3 — 30.3 Right of use asset 103.9 7.4 111.3 Other 34.4 (0.1) 34.3 Total assets acquired $ 9,333.3 $ 53.0 $ 9,386.3 Accounts payable $ 74.2 $ — $ 74.2 Deferred revenue 398.4 (0.6) 397.8 Accrued liabilities 240.1 (2.3) 237.8 Short-term pension and other accrued benefits 106.0 — 106.0 Other current liabilities 41.1 4.7 45.8 Total current liabilities 859.8 1.8 861.6 Long-term pension and postretirement obligations 213.6 7.4 221.0 Deferred tax liability 1,388.3 (7.7) 1,380.6 Long-term debt 625.1 — 625.1 Other liabilities 161.0 8.0 169.0 Total liabilities assumed 3,247.8 9.5 3,257.3 Non-controlling interest 16.8 43.5 60.3 Less: debt repayment 637.5 — 637.5 Amounts paid to equity holders $ 5,431.2 $ — $ 5,431.2 The fair value of the customer relationships and partnership agreements intangible assets were determined by applying the income approach through a discounted cash flow analysis, specifically a multi-period excess earnings method. The valuation was based on the present value of the net earnings attributable to the measured assets. The computer software intangible asset represents our data supply and service platform to deliver customer services and solutions. The fair value of this intangible asset was determined by the cost replacement approach. Trademark intangible asset represents our Dun & Bradstreet brand. Database represents our global proprietary market leading database. We applied the income approach to value trademark and database intangible assets, specifically, a relief from royalty method. The valuation was based on the present value of the net earnings attributable to the measured asset. The fair value of the deferred revenue was determined based on estimated direct costs to fulfill the related obligations, plus a reasonable profit margin based on selected peer companies’ margins as a benchmark. The fair values of the acquired assets and liabilities were subject to change within the one-year measurement period. We obtained information to determine the fair values of the net assets acquired at the acquisition date during the measurement period. Since the initial valuation reflected in our financial results as of March 31, 2019, we have allocated goodwill and intangible assets between our North America and International segments, as well as among reporting units based on their respective projected cash flows. In addition, we recorded adjustments to the deferred tax liability reflecting the allocation of intangible assets between segments. The above measurement period adjustments to the preliminary valuation of assets and liabilities resulted in a net reduction of goodwill of $10.0 million during 2019. We have completed the purchase accounting process as of December 31, 2019. The value of the goodwill is primarily related to the expected cost savings and growth opportunity associated with product development. The intangible assets, with useful lives from 8 to 17 years, are being amortized over a weighted-average useful life of 16.5 years. The customer relationship and database intangible assets are amortized using an accelerating method. Computer software and partnership agreements intangible assets are amortized using a straight-line method. The amortization methods reflect the timing of the benefits derived from each of the intangible assets. The goodwill acquired is not deductible for tax purposes. Unaudited Pro Forma Financial Information The following pro forma statement of operations data presents the combined results of the Company and its acquisition of Dun & Bradstreet, assuming the acquisition completed on February 8, 2019 had occurred on January 1, 2018. Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Reported revenue (Successor) $ 398.9 $ 573.0 Dun & Bradstreet pre-acquisition revenue — 178.7 Deferred revenue fair value adjustment 38.6 60.1 Pro forma revenue $ 437.5 $ 811.8 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc.(Successor) $ (94.0) $ (321.9) Dun & Bradstreet pre-acquisition net income (loss) — (75.6) Pro forma adjustments - net of income tax (1): Deferred revenue fair value adjustment 30.0 46.7 Incremental amortization of intangibles (6.8) (37.2) Amortization of deferred commissions (3.3) (4.6) Transaction costs — 154.9 Pension expense adjustment — 69.5 Equity-based compensation adjustment — 8.1 Preferred dividend adjustment — (14.6) Incremental interest expense and facility cost adjustment 0.3 (21.6) Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) $ (73.8) $ (196.3) (1) The blended statutory tax rate of 22.3% was assumed for 2019 for the purpose of pro forma presentation. 2020 Acquisitions On January 7, 2020 we acquired a 100% equity interest in Orb Intelligence (“Orb”) for a purchase price of $11.5 million. Orb Intelligence offers a high quality, global database of information, with a focus on building a digital view of businesses' presence. On March 11, 2020, we acquired coAction.com for a purchase price of $9.6 million, of which $4.8 million was paid upon the close of the transaction and the remaining $4.8 million will be paid in six months from the date of the acquisition. coAction.com is a leader in revenue cycle management in the Order-to-Cash process, serving mid to large size companies across multiple industries. The acquisitions were accounted for in accordance with ASC 805 “Business Combinations,” as purchase transactions, and accordingly, the assets and liabilities of the acquired entities were recorded at their estimated fair values at the respective dates of the acquisitions. Transaction costs of $0.2 million were included in Selling and Administrative Expenses in the consolidated statement of operations and comprehensive income (loss) for the three months ended March 31, 2020 (Successor). We have included the financial results of the acquired companies in our consolidated financial statements since their respective acquisition dates, and the results from each of these companies were not individually or in the aggregate material to our consolidated financial statements. The table below reflects the aggregate purchase price related to the acquisitions and the resulting purchase allocation: Amortization Life (years) Preliminary Purchase Price Allocation at March 31, 2020 Measurement Period Adjustments Preliminary Purchase Price Allocation at June 30, 2020 Cash $ 0.5 $ — $ 0.5 Accounts receivable 0.3 — 0.3 Other 0.2 0.2 0.4 Total current assets 1.0 0.2 1.2 Intangible assets: Customer relationships 7 2.4 — 2.4 Technology 11 6.8 — 6.8 Goodwill Indefinite 10.7 — 10.7 Deferred tax asset 0.4 — 0.4 Total assets acquired $ 21.3 $ 0.2 $ 21.5 Total liabilities assumed 0.2 0.2 0.4 Total purchase price $ 21.1 $ — $ 21.1 The fair value of the customer relationships intangible assets was determined by applying the income approach through a discounted cash flow analysis, specifically a multi-period excess earnings method. The valuation was based on the present value of the net earnings attributable to the measured assets. The fair value of the technology intangible assets was determined by applying the income approach; specifically, a relief from royalty method. We believe that the information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. If facts and circumstances arise that necessitate change, we will adjust the associated fair values. Thus, the provisional measurements of fair value set forth above are subject to change. We expect to further analyze certain assumptions applied to the valuation models and the calculation of deferred income tax. We expect to complete the purchase accounting process as soon as practicable but no later than one year from the respective acquisition dates. The value of the goodwill is primarily related to the acquired businesses’ capability associated with product development which provides opportunity to expand our products and services offerings as well as cost synergy generated from the combined business. The intangible assets are amortized using a straight-line method. The amortization method reflects the timing of the benefits derived from each of the intangible assets. The goodwill acquired is partially deductible for tax purposes. 2019 Acquisition On July 1, 2019, the Company acquired a 100% ownership interest in Lattice Engines, Inc. ("Lattice"). The acquisition was valued at $127 million. Lattice is an artificial intelligence powered customer data platform, enabling business-to-business (“B2B”) organizations to scale their account-based marketing and sales programs across every channel. The results of Lattice have been included in our consolidated financial statements since the date of acquisition. We have finalized the purchase allocation as of March 31, 2020 and there were no changes compared to the amounts recorded as of December 31, 2019. Unaudited Pro Forma Financial Information The following pro forma statements of operations data presents the combined results of the Company and Lattice, assuming that the acquisition had occurred on January 1, 2018. Three-Month Period Six-Month Period Successor Predecessor Three Months Ended June 30, 2019 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Reported revenue $ 398.9 $ 573.0 $ 178.7 Lattice revenue - pre-acquisition revenue 7.0 11.1 2.9 Total pro forma revenue $ 405.9 $ 584.1 $ 181.6 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor) $ (94.0) $ (321.9) $ (75.6) Pro forma adjustments - net of tax effect Pre-acquisition net loss (18.4) (19.7) (1.0) Intangible amortization - net of tax benefits (0.9) (1.4) (0.4) Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (113.3) $ (343.0) $ (77.0) |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | Take-Private Transaction On August 8, 2018, Dun & Bradstreet entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Parent and Merger Sub. On February 8, 2019, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Dun & Bradstreet with Dun & Bradstreet continuing as the surviving corporation. Investors of Merger Sub believe that Dun & Bradstreet’s strong market position and financial performance can be further reinforced by executing additional growth initiatives and implementing cost saving initiatives. The Take-Private Transaction was funded through $3,076.8 million of cash from the issuance of common and preferred shares, as well as $4,043.0 million borrowings from notes issuance and Credit Facilities (see Note 5 for further discussion). The net proceeds were used to (i) finance the consummation of the Take-Private Transaction, (ii) repay in full all outstanding indebtedness under Dun & Bradstreet’s then-existing credit facilities, (iii) fund the redemption of all Dun & Bradstreet’s then-existing senior notes and (iv) pay related fees, costs, premiums and expenses in connection with these transactions. Upon the close of the Take-Private Transaction, each share of common stock of Dun & Bradstreet, formerly publicly-traded under the symbol of “DNB”, was cancelled and converted into the right to receive $145.00 in cash, without interest and subject to any applicable withholding taxes. In addition, each then-outstanding stock option and restricted stock units of Dun & Bradstreet, whether vested or unvested, was cancelled and converted into the right to receive $145.00 in cash, less applicable exercise price, without interest. On February 8, 2019, as required by the related change in control provision in the following agreements, the Company repaid in full the outstanding borrowings under the then-existing Revolving Five The merger was accounted for in accordance with ASC 805, and the Company was determined to be the accounting acquiror. The Take-Private Transaction was valued at $6,068.7 million of which $5,431.2 million was paid to acquire Dun & Bradstreet’s common stock, including stock options and restricted stock units, based on $145.00 per share and $637.5 million was paid to extinguish the then-existing debt on and following the Take-Private Transaction closing date. Assets and liabilities were recorded at the estimated fair value at the Take-Private Transaction closing date. Transaction costs incurred by the Predecessor of $52.0 million were included in Selling and Administrative Expenses of Predecessor’s results of operations for the period from January 1, 2019 to February 7, 2019. Transaction costs of $147.4 million incurred by Merger Sub were included in Selling and Administrative Expenses of Successor’s results of operations for the period from January 1, 2019 to March 31, 2019. Successor’s accumulated deficit as of December 31, 2018 includes approximately $13 million related to Merger Sub’s transaction costs incurred in 2018. The table below reflects the purchase price related to the acquisition and the resulting purchase allocation: Weighted Average Amortization Period (years) Initial Purchase Price Allocation Measurement Period Adjustments Purchase Price Allocation at December 31, 2019 Cash $ 117.7 $ — $ 117.7 Accounts receivable 267.8 (1.7) 266.1 Other current assets 46.8 (0.4) 46.4 Total current assets 432.3 (2.1) 430.2 Intangible assets: Customer relationships 16.9 2,589.0 (200.5) 2,388.5 Partnership agreements 14.3 — 230.3 230.3 Computer software 7.8 376.0 — 376.0 Database 17 1,769.0 (47.0) 1,722.0 Trademark Indefinite 1,200.8 75.0 1,275.8 Goodwill 2,797.6 (10.0) 2,787.6 Property, plant & equipment 30.3 — 30.3 Right of use asset 103.9 7.4 111.3 Other 34.4 (0.1) 34.3 Total assets acquired $ 9,333.3 $ 53.0 $ 9,386.3 Accounts payable $ 74.2 $ — $ 74.2 Deferred revenue 398.4 (0.6) 397.8 Accrued liabilities 240.1 (2.3) 237.8 Short-term pension and other accrued benefits 106.0 — 106.0 Other current liabilities 41.1 4.7 45.8 Total current liabilities 859.8 1.8 861.6 Long-term pension and postretirement obligations 213.6 7.4 221.0 Deferred tax liability 1,388.3 (7.7) 1,380.6 Long-term debt 625.1 — 625.1 Other liabilities 161.0 8.0 169.0 Total liabilities assumed 3,247.8 9.5 3,257.3 Non-controlling interest 16.8 43.5 60.3 Less: debt repayment 637.5 — 637.5 Amounts paid to equity holders $ 5,431.2 $ — $ 5,431.2 The fair value of the customer relationships and partnership agreements intangible assets were determined by applying the income approach through a discounted cash flow analysis, specifically a multi-period excess earnings method. The valuation was based on the present value of the net earnings attributable to the measured assets. The computer software intangible asset represents our data supply and service platform to deliver customer services and solutions. The fair value of this intangible asset was determined by the cost replacement approach. Trademark intangible asset represents our Dun & Bradstreet brand. Database represents our global proprietary market leading database. We applied the income approach to value trademark and database intangible assets, specifically, a relief from royalty method. The valuation was based on the present value of the net earnings attributable to the measured asset. The fair value of the deferred revenue was determined based on estimated direct costs to fulfill the related obligations, plus a reasonable profit margin based on selected peer companies’ margins as a benchmark. The fair values of the acquired assets and liabilities were subject to change within the one-year measurement period. We obtained information to determine the fair values of the net assets acquired at the acquisition date during the measurement period. Since the initial valuation reflected in our financial results as of March 31, 2019, we have allocated goodwill and intangible assets between our North America and International segments, as well as among reporting units based on their respective projected cash flows. In addition, we recorded adjustments to the deferred tax liability reflecting the allocation of intangible assets between segments. The above measurement period adjustments to the preliminary valuation of assets and liabilities resulted in a net reduction of goodwill of $10.0 million during 2019. We have completed the purchase accounting process as of December 31, 2019. The value of the goodwill is primarily related to the expected cost savings and growth opportunity associated with product development. The intangible assets, with useful lives from 8 to 17 years, are being amortized over a weighted-average useful life of 16.5 years. The customer relationship and database intangible assets are amortized using an accelerating method. Computer software and partnership agreements intangible assets are amortized using a straight-line method. The amortization methods reflect the timing of the benefits derived from each of the intangible assets. The goodwill acquired is not deductible for tax purposes. Unaudited Pro Forma Financial Information The following pro forma statement of operations data presents the combined results of the Company and its acquisition of Dun & Bradstreet, assuming the acquisition completed on February 8, 2019 had occurred on January 1, 2018. Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Reported revenue (Successor) $ 398.9 $ 573.0 Dun & Bradstreet pre-acquisition revenue — 178.7 Deferred revenue fair value adjustment 38.6 60.1 Pro forma revenue $ 437.5 $ 811.8 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc.(Successor) $ (94.0) $ (321.9) Dun & Bradstreet pre-acquisition net income (loss) — (75.6) Pro forma adjustments - net of income tax (1): Deferred revenue fair value adjustment 30.0 46.7 Incremental amortization of intangibles (6.8) (37.2) Amortization of deferred commissions (3.3) (4.6) Transaction costs — 154.9 Pension expense adjustment — 69.5 Equity-based compensation adjustment — 8.1 Preferred dividend adjustment — (14.6) Incremental interest expense and facility cost adjustment 0.3 (21.6) Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) $ (73.8) $ (196.3) (1) The blended statutory tax rate of 22.3% was assumed for 2019 for the purpose of pro forma presentation. 2020 Acquisitions On January 7, 2020 we acquired a 100% equity interest in Orb Intelligence (“Orb”) for a purchase price of $11.5 million. Orb Intelligence offers a high quality, global database of information, with a focus on building a digital view of businesses' presence. On March 11, 2020, we acquired coAction.com for a purchase price of $9.6 million, of which $4.8 million was paid upon the close of the transaction and the remaining $4.8 million will be paid in six months from the date of the acquisition. coAction.com is a leader in revenue cycle management in the Order-to-Cash process, serving mid to large size companies across multiple industries. The acquisitions were accounted for in accordance with ASC 805 “Business Combinations,” as purchase transactions, and accordingly, the assets and liabilities of the acquired entities were recorded at their estimated fair values at the respective dates of the acquisitions. Transaction costs of $0.2 million were included in Selling and Administrative Expenses in the consolidated statement of operations and comprehensive income (loss) for the three months ended March 31, 2020 (Successor). We have included the financial results of the acquired companies in our consolidated financial statements since their respective acquisition dates, and the results from each of these companies were not individually or in the aggregate material to our consolidated financial statements. The table below reflects the aggregate purchase price related to the acquisitions and the resulting purchase allocation: Amortization Life (years) Preliminary Purchase Price Allocation at March 31, 2020 Measurement Period Adjustments Preliminary Purchase Price Allocation at June 30, 2020 Cash $ 0.5 $ — $ 0.5 Accounts receivable 0.3 — 0.3 Other 0.2 0.2 0.4 Total current assets 1.0 0.2 1.2 Intangible assets: Customer relationships 7 2.4 — 2.4 Technology 11 6.8 — 6.8 Goodwill Indefinite 10.7 — 10.7 Deferred tax asset 0.4 — 0.4 Total assets acquired $ 21.3 $ 0.2 $ 21.5 Total liabilities assumed 0.2 0.2 0.4 Total purchase price $ 21.1 $ — $ 21.1 The fair value of the customer relationships intangible assets was determined by applying the income approach through a discounted cash flow analysis, specifically a multi-period excess earnings method. The valuation was based on the present value of the net earnings attributable to the measured assets. The fair value of the technology intangible assets was determined by applying the income approach; specifically, a relief from royalty method. We believe that the information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed. If facts and circumstances arise that necessitate change, we will adjust the associated fair values. Thus, the provisional measurements of fair value set forth above are subject to change. We expect to further analyze certain assumptions applied to the valuation models and the calculation of deferred income tax. We expect to complete the purchase accounting process as soon as practicable but no later than one year from the respective acquisition dates. The value of the goodwill is primarily related to the acquired businesses’ capability associated with product development which provides opportunity to expand our products and services offerings as well as cost synergy generated from the combined business. The intangible assets are amortized using a straight-line method. The amortization method reflects the timing of the benefits derived from each of the intangible assets. The goodwill acquired is partially deductible for tax purposes. 2019 Acquisition On July 1, 2019, the Company acquired a 100% ownership interest in Lattice Engines, Inc. ("Lattice"). The acquisition was valued at $127 million. Lattice is an artificial intelligence powered customer data platform, enabling business-to-business (“B2B”) organizations to scale their account-based marketing and sales programs across every channel. The results of Lattice have been included in our consolidated financial statements since the date of acquisition. We have finalized the purchase allocation as of March 31, 2020 and there were no changes compared to the amounts recorded as of December 31, 2019. Unaudited Pro Forma Financial Information The following pro forma statements of operations data presents the combined results of the Company and Lattice, assuming that the acquisition had occurred on January 1, 2018. Three-Month Period Six-Month Period Successor Predecessor Three Months Ended June 30, 2019 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Reported revenue $ 398.9 $ 573.0 $ 178.7 Lattice revenue - pre-acquisition revenue 7.0 11.1 2.9 Total pro forma revenue $ 405.9 $ 584.1 $ 181.6 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor) $ (94.0) $ (321.9) $ (75.6) Pro forma adjustments - net of tax effect Pre-acquisition net loss (18.4) (19.7) (1.0) Intangible amortization - net of tax benefits (0.9) (1.4) (0.4) Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (113.3) $ (343.0) $ (77.0) |
Goodwill and Other Intangibles
Goodwill and Other Intangibles | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangibles | Goodwill and Other IntangiblesComputer Software and Goodwill: Computer Software Goodwill Predecessor: December 31, 2018 $ 133.8 $ 770.8 Additions at cost (1) 5.0 — Amortization (6.8) — Other (3) 0.1 2.7 February 8, 2019 $ 132.1 $ 773.5 Successor: January 1, 2019 $ — $ — Acquisitions (2) 376.0 2,797.6 Additions at cost (1) 4.2 — Amortization (8.6) — Other (3) 0.4 — March 31, 2019 $ 372.0 $ 2,797.6 Additions at cost (1) 17.0 — Amortization (13.4) — Other (3) (3.5) (5.0) June 30, 2019 $ 372.1 $ 2,792.6 January 1, 2020 $ 379.8 $ 2,840.1 Acquisition (4) — 10.7 Additions at cost (1) 17.4 — Amortization (15.9) — Write-off (0.2) — March 31, 2020 $ 381.1 $ 2,850.8 Additions at cost 28.3 — Amortization (16.8) — Write-off (0.1) — Other (3) (0.7) (2.8) June 30, 2020 $ 391.8 $ 2,848.0 Other Intangibles: Customer Relationships Database and Other Other Indefinite-Lived Intangibles Total Predecessor: December 31, 2018 $ 75.7 $ 50.0 $ 158.4 $ 284.1 Additions — 0.1 — 0.1 Amortization (1.7) (1.5) — (3.2) Other (3) 0.1 — — 0.1 February 7, 2019 $ 74.1 $ 48.6 $ 158.4 $ 281.1 Successor: January 1, 2019 $ — $ — $ — $ — Acquisition (2) 2,589.0 1,769.0 1,200.8 5,558.8 Amortization (42.0) (28.7) — (70.7) March 31, 2019 $ 2,547.0 $ 1,740.3 $ 1,200.8 $ 5,488.1 Additions — 0.2 — 0.2 Amortization (71.9) (49.1) — (121.0) Other (3) (6.0) — — (6.0) June 30, 2019 $ 2,469.1 $ 1,691.4 $ 1,200.8 $ 5,361.3 January 1, 2020 $ 2,162.1 $ 1,813.5 $ 1,275.8 $ 5,251.4 Acquisition (4) 2.4 6.8 — 9.2 Additions at cost — 0.1 — 0.1 Amortization (65.1) (51.0) — (116.1) Other (3) (0.2) (1.0) — (1.2) March 31, 2020 $ 2,099.2 $ 1,768.4 $ 1,275.8 $ 5,143.4 Additions — 0.2 — 0.2 Amortization (63.3) (50.2) — (113.5) Other (3) (2.5) (5.3) — (7.8) June 30, 2020 $ 2,033.4 $ 1,713.1 $ 1,275.8 $ 5,022.3 (1) Primarily related to software-related enhancements on products. (2) Related to the Take-Private Transaction. See Note 12 for further detail. (3) Primarily due to the impact of foreign currency fluctuations. (4) Related to the acquisition of Orb Intelligence and coAction.com. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information Since the Take-Private Transaction, management has made changes to transform our business. As a result, during the fourth quarter of 2019, we changed the composition of our reportable segments, the classification of revenue by solution set and our measure of segment profit (from operating income to adjusted EBITDA) in the information that we provide to our CODMs to better align with how they assess performance and allocate resources. Latin America Worldwide Network, which was previously included in the Americas reportable segment, is currently included in the International segment. Accordingly, prior period results have been recast to conform to the current presentation of segments, revenue by solution set, and the measure of segment profit. These changes do not impact our consolidated results. Our segment disclosure is intended to provide the users of our consolidated financial statements with a view of the business that is consistent with management of the Company. We manage our business and report our financial results through the following two segments: • North America offers Finance & Risk and Sales & Marketing data, analytics and business insights in the United States and Canada; and • International offers Finance & Risk and Sales & Marketing data, analytics and business insights directly in the U.K., Greater China, India and indirectly through our Worldwide Network Alliances. We define adjusted EBITDA as net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor) excluding the following items: (i) depreciation and amortization; (ii) interest expense and income; (iii) income tax benefit or provision; (iv) other expenses or income; (v) equity in net income of affiliates; (vi) net income attributable to non-controlling interests; (vii) dividends allocated to preferred stockholders; (viii) revenue and expense adjustments to include results for the period from January 8 to February 7, 2019, for the Predecessor related to the International lag adjustment; (ix) other incremental or reduced expenses from the application of purchase accounting (e.g. commission asset amortization); (x) equity-based compensation; (xi) restructuring charges; (xii) merger and acquisition-related operating costs; (xiii) transition costs primarily consisting of non-recurring incentive expenses associated with our synergy program; (xiv) legal reserve and costs associated with significant legal and regulatory matters; and (xv) asset impairment. Our client solution sets are Finance & Risk and Sales & Marketing. Inter-segment sales are immaterial, and no single client accounted for 10% or more of our total revenue. Three-Month Period Six-Month Period Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Revenue: North America $ 354.3 $ 360.9 $ 695.8 $ 542.1 $ 148.2 International 68.4 76.0 139.6 91.0 56.4 Corporate and other (1) (2.1) (38.0) (19.5) (60.1) (25.9) Consolidated Total $ 420.6 $ 398.9 $ 815.9 $ 573.0 $ 178.7 (1) Revenue for Corporate and Other represents deferred revenue purchase accounting adjustments recorded in accordance with GAAP related to the Take-Private Transaction included in each of the Successor periods and recent acquisitions for the three and six months ended June 30, 2020 (Successor), and the International lag adjustment (see Note 1) included in the period from January 1 to February 7, 2019 (Predecessor). Three-Month Period Six-Month Period Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Adjusted EBITDA North America $ 170.1 $ 175.1 $ 313.9 $ 246.6 $ 55.3 International 20.2 27.5 43.4 30.3 20.3 Corporate and other (1) (14.2) (54.1) (47.8) (87.8) (9.3) Consolidated total $ 176.1 $ 148.5 $ 309.5 $ 189.1 $ 66.3 Depreciation and amortization (132.6) (136.8) (266.9) (217.3) (11.1) Interest expense - net (77.8) (85.4) (160.5) (133.4) (5.2) Dividends allocated to preferred stockholders (32.1) (32.0) (64.1) (49.9) — Benefit for income taxes - net 27.5 23.1 101.8 60.1 27.5 Other income (expense) - net (122.7) 8.1 (32.7) 12.3 (86.0) Equity in net income of affiliates 0.6 2.8 1.2 2.9 0.5 Net income (loss) attributable to non-controlling interest (1.2) (1.5) (1.6) (1.9) (0.8) Lag adjustment — — — — (2.7) Other incremental or reduced expenses from the application of purchase accounting 4.9 6.4 9.9 10.5 — Equity-based compensation (25.1) (3.7) (28.9) (4.2) (11.7) Restructuring charges (6.8) (17.4) (11.3) (35.9) (0.1) Merger and acquisition-related operating costs (2.0) (1.2) (4.4) (148.6) (52.0) Transition costs (15.7) (2.5) (17.3) (3.5) (0.3) Legal reserve associated with significant legal and regulatory matters — (0.1) — 0.2 — Asset impairment (0.2) (2.3) (0.3) (2.3) — Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (207.1) $ (94.0) $ (165.6) $ (321.9) $ (75.6) (1) Corporate and Other includes deferred revenue purchase accounting adjustments recorded in accordance with GAAP related to the Take-Private Transaction and recent acquisitions of ($2.1) million and ($19.5) million for the Successor three and six months ended June 30, 2020, respectively, $(38.0) million and $(60.1) million for the three months ended June 30, 2019 (Successor) and the period from January 1, 2019 to June 30, 2019 (Successor), respectively, and the International lag adjustment of $(2.7) million for the period from January 1 to February 7, 2019 (Predecessor). Three-Month Period Six-Month Period Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Depreciation and amortization: North America $ 11.1 $ 10.0 $ 21.7 $ 15.1 $ 5.8 International 1.9 1.8 3.7 2.4 1.5 Total segments 13.0 11.8 25.4 17.5 7.3 Corporate and other (1) 119.6 125.0 241.5 199.8 3.8 Consolidated total $ 132.6 $ 136.8 $ 266.9 $ 217.3 $ 11.1 Capital expenditures: North America $ 0.8 $ 5.2 $ 1.3 $ 6.1 $ 0.2 International 1.6 0.4 1.8 0.4 0.1 Total segments 2.4 5.6 3.1 6.5 0.3 Corporate and Other 0.1 0.2 0.2 0.4 (0.1) Consolidated total $ 2.5 $ 5.8 $ 3.3 $ 6.9 $ 0.2 Additions to computer software and other intangibles: North America $ 23.4 $ 14.1 $ 39.8 $ 17.8 $ 4.3 International 1.6 2.0 2.3 2.2 0.8 Total segments 25.0 16.1 42.1 20.0 5.1 Corporate and Other 3.5 0.6 3.9 0.8 — Consolidated total $ 28.5 $ 16.7 $ 46.0 $ 20.8 $ 5.1 (1) Depreciation and amortization for Corporate and Other includes incremental amortization resulting from the Take-Private Transaction and recent acquisitions. Supplemental Geographic and Customer Solution Set Information: June 30, December 31, 2019 Assets: North America (2) $ 8,391.9 $ 8,480.1 International (3) 593.2 632.7 Consolidated total $ 8,985.1 $ 9,112.8 Goodwill: North America $ 2,745.3 $ 2,734.6 International 102.7 105.5 Consolidated total (4) $ 2,848.0 $ 2,840.1 Other intangibles: North America $ 4,747.0 $ 4,953.0 International 275.3 298.4 Consolidated total (5) $ 5,022.3 $ 5,251.4 Other long-lived assets: North America $ 523.4 $ 500.9 International 86.8 89.9 Consolidated total (6) $ 610.2 $ 590.8 Total long-lived assets $ 8,480.5 $ 8,682.3 (2) Total assets in North America at June 30, 2020 decreased by $88.2 million compared to December 31, 2019 primarily driven by a decrease in other intangible assets due to normal amortization, partially offset by an increase in prepaid tax. (3) Total assets in International at June 30, 2020 decreased by $39.5 million compared to December 31, 2019 primarily driven by the negative impact of foreign currency translation. (4) Goodwill increased by $7.9 million at June 30, 2020 compared to December 31, 2019 due to the acquisitions of Orb Intelligence and coAction.com during the first quarter of 2020, partially offset by the negative impact of foreign currency translation. (5) Other Intangibles decreased by $229.1 million at June 30, 2020 compared to December 31, 2019 primarily driven by normal amortization, and the negative impact of foreign currency translation, partially offset with the acquisition of Orb Intelligence and coAction.com during the first quarter of 2020. (6) Other long-lived assets increased by $19.4 million at June 30, 2020 compared to December 31, 2019 primarily due to commission assets recognized, partially offset with amortization of commission assets. Three-Month Period Six-Month Period Successor Predecessor Customer Solution Set Revenue Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 North America (1): Finance & Risk $ 193.6 $ 200.8 $ 386.6 $ 302.7 $ 80.4 Sales & Marketing 160.7 160.1 309.2 239.4 67.8 Total North America $ 354.3 $ 360.9 $ 695.8 $ 542.1 $ 148.2 International: Finance & Risk $ 55.9 $ 63.9 $ 113.4 $ 75.7 $ 43.4 Sales & Marketing 12.5 12.1 26.2 15.3 13.0 Total International $ 68.4 $ 76.0 $ 139.6 $ 91.0 $ 56.4 Corporate and Other: Finance & Risk $ (0.3) $ (23.1) $ (10.2) $ (36.5) $ (19.2) Sales & Marketing (1.8) (14.9) (9.3) (23.6) (6.7) Total corporate and Other $ (2.1) $ (38.0) $ (19.5) $ (60.1) $ (25.9) Total Revenue: Finance & Risk $ 249.2 $ 241.6 $ 489.8 $ 341.9 $ 104.6 Sales & Marketing 171.4 157.3 326.1 231.1 74.1 Total Revenue $ 420.6 $ 398.9 $ 815.9 $ 573.0 $ 178.7 |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Parties | Related Parties The following sets forth certain transactions and agreements in which the Company and our affiliates, executive officers and certain directors are involved. As a result of the completion of the Take-Private Transaction on February 8, 2019, the Company was directly owned by Parent, which was collectively controlled by entities affiliated with members of the Investor Consortium. Subsequent to the close of the IPO and the concurrent private placement on July 6, 2020 (see Note 18 for further discussion), the Investor Consortium continues to be able to exercise significant voting influence over fundamental and significant corporate matters and transactions by their ability to designate five members of our board of directors. Upon the close of the Take-Private Transaction, Anthony Jabbour was appointed as Chief Executive Officer of the Company while continuing his role as Black Knight’s Chief Executive Officer. Stephen Daffron, co-founder of Motive Partners, became our President and Chief Operating Officer. Additionally, William P. Foley II serves as Chairman of the Company’s board of directors, while continuing his role as Chairman of the board of directors of both Cannae Holdings and Black Knight. Further, Richard N. Massey, a member of the Company’s board of directors, serves as Chief Executive Officer and as a director of Cannae Holdings. Certain other key employees have dual responsibilities among the Investor Consortium. Subsequent to the close of the IPO transaction, the above relationships remain the same. On February 8, 2019, the Company entered into a services agreement with MVB Management, LLC (‘‘MVB’’), an entity affiliated with William P. Foley II, who is affiliated with Bilcar, and Chinh E. Chu, who is affiliated with CC Capital, and THL Managers VIII, LLC (‘‘THL Managers’’), an entity affiliated with THL, pursuant to which MVB and THL Managers provided services in connection with the Take-Private Transaction. The Company paid a total fee of $29.1 million to MVB under the agreement upon the close of the Take-Private Transaction, which we included as ‘‘Selling and Administrative Expenses’’ in the Successor’s statement of operations and comprehensive income (loss) for the period from January 1, 2019 to June 30, 2019. Under the services agreement, the Company must reimburse the reasonable and documented out-of-pocket expenses incurred by MVB and THL Managers in performing the ongoing services. The Company has made no payments pursuant to the reimbursement provision during the six months ended June 30, 2020 and the period from January 1, 2019 to June 30, 2019. The reimbursement provision was terminated following the IPO transaction. Also in connection with the IPO transaction, we paid fees of $2.5 million each to THL Managers and entities affiliated with William P. Foley II and Chinh E. Chu (Bilcar and CC Star Holdings, LP, respectively) for services provided. Pursuant to the equity commitment fee letter entered into on February 8, 2019 with THL Managers and Cannae Holdings, each committed to provide certain funding to Parent in connection with the Take-Private Transaction for which THL Managers and Cannae Holdings received a fee of $7.5 million and $12.0 million, respectively. These fees reduced the proceeds from capital contribution to the Company made in February 2019. Pursuant to the Star Parent Partnership Agreement, an entity jointly controlled by affiliates of CC Capital and Bilcar (the ‘‘Originating Sponsors’’) was granted 6,817.7428 Class B profits interest units of Parent, which were valued at $17.3 million and were included as ‘‘Selling and Administrative Expenses’’ in the Successor’s statement of operations for the period from January 1, 2019 to June 30, 2019. Pursuant to the Star Parent Partnership Agreement, the Originating Sponsors also received 15,867.8087 Class C profits interest units of Parent upon the close of the Take-Private Transaction. The units were valued at approximately $37.9 million. Upon the close of the Take-Private Transaction, Motive Partners received $0.6 million related to due diligence consulting services pursuant to a services agreement between Parent and Motive Partners. During the Successor period from January 1, 2019 to December 31, 2019, Motive Partners was retained to provide certain technology consulting services. Total cost incurred during the period from January 1, 2019 to June 30, 2019 for such services was immaterial. In August 2019, the Company entered into a five one one In the normal course of business, we reimburse affiliates for certain travel costs incurred by Dun & Bradstreet Holdings, Inc. executives and board members. The amounts included in Selling & Administrative Expenses were less than $0.1 million for the Successor three months ended June 30, 2020, $0.4 million for the Successor six months ended June 30, 2020 and $0.2 million for the Successor three months ended June 30, 2019 and the period from January 1, 2019 to June 30, 2019. In addition, we had a payable to affiliates of $0.5 million at June 30, 2020, related to services provided for the IPO transaction, which was netted against the IPO proceeds upon closing. On January 1, 2020, the Company entered into a three In connection with the IPO transaction, the Originating Sponsors agreed to waive certain anti-dilution rights they had pursuant to the Star Parent Partnership Agreement and to terminate such provision following the offering. In exchange for such waiver and termination, we made a payment of $30.0 million to the Originating Sponsors upon the closing of the IPO transaction on July 6, 2020. In addition, on June 30, 2020, each of Mr. Foley and Mr. Chu received options to purchase 2,080,000 shares of our common stock at an exercise price equal to the initial public offering price. The options were fully vested upon grant. The options were valued at $20.0 million, which was included in Selling & Administrative Expenses for the three and six months ended June 30, 2020. |
Preferred Stock
Preferred Stock | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Preferred Stock | Preferred Stock Prior to June 30, 2020, the Company classified its Series A Preferred Stock as mezzanine equity because the instrument contained a redemption feature which was contingent upon certain events, the occurrence of which was not solely within the control of the Company. We have bifurcated embedded derivatives and assess fair value each reporting date. We recorded a loss $102.6 million and $32.8 million within ‘‘Other income (expense)— net,’’ for the three and six months ended June 30, 2020, respectively, reflecting the adjustments to the fair value of the make-whole derivative liability. As of June 30, 2020, we determined the fair value of the make-whole provision to be $205.2 million, reflected as ‘‘Make-whole derivative liability’’ within the condensed consolidated balance sheet as of June 30, 2020. Upon the closing of the IPO on July 6, 2020 (see further discussion in Note 18), we have redeemed all of the outstanding Series A Preferred Stock as required by the Certificate of Designation. In addition, we made the total make-whole payment of $205.2 million. We also recorded accretion of $35.1 million and $36.1 million using the interest method for the three and six months ended June 30, 2020, respectively. As of June 30, 2020, Series A Preferred Stock was fully accreted to the redeemable balance of $1,067.9 million and was classified as current liability. On May 14, 2020, March 4, 2020 and May 31, 2019, the board of directors of Dun & Bradstreet Holdings, In c. declared a cash dividend of $30.51 per share to all holders of shares of Series A Preferred Stock, respectively. An aggregate amount of $32.1 million, $32.0 million, $10.7 million and $21.3 million was paid on June 26, 2020, May 27, 2020, June 28, 2019 and on June 19, 2019, respectively. |
Initial Public Offering (IPO)
Initial Public Offering (IPO) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Initial Public Offering (IPO) | Initial Public Offering (IPO) On July 6, 2020, we completed an IPO of 90,047,612 shares of our common stock, par value $0.0001 per share at an offering price of $22.00 per share. Immediately subsequent to the closing of the IPO, a subsidiary of Cannae Holdings, a subsidiary of Black Knight and affiliates of CC Capital purchased a total of 18,458,700 shares of common stock from us in a private placement at a price per share equal to 98.5% of the IPO price for proceeds of $200.0 million, $100.0 million and $100.0 million, respectively. A total of 108,506,312 shares of common stock were issued in the IPO and concurrent private placement for gross proceeds of $2,381.0 million. The use of the proceeds from the IPO is as follows (in millions): Gross proceeds $ 2,381.0 Less: Underwriter fees 89.1 IPO related expenses (a) 42.3 Redemption of Series A Preferred Stock 1,067.9 Make-whole payment on redemption of Series A Preferred Stock 205.2 Partial redemption of 10.250% New Senior Unsecured Notes and accrued interest 312.0 Call premium on partial redemption of 10.250% New Senior Unsecured Notes 30.8 Cash to balance sheet $ 633.7 (a) Includes payment of $30.0 million to the Originating Sponsors, in connection with the waiver and termination of anti-dilution rights in the Star Parent Partnership Agreement. Also in connection with the IPO transaction, we paid fees of $2.5 million each to THL Managers and entities affiliated with William P. Foley II and Chinh E. Chu (Bilcar and CC Star Holdings, LP, respectively) for services provided. In connection with the IPO, the following transactions occurred: • On June 23, 2020, we increased our authorized common stock to 2,000,000,000 and our authorized preferred stock to 25,000,000 and effected a 314,494.968 for 1 stock split of our common stock. All of the common share and per share information in the consolidated financial statements for the Successor periods have been retroactively adjusted to reflect the increase in authorized common stock and stock split; • In connection with the closing of the IPO and the concurrent private placement on July 6, 2020, all outstanding equity incentive awards in the form of profits interests were converted into common units of Star Parent, L.P. which retain the original time-based vesting schedule and are subject to the same forfeiture terms applicable to such unvested units. In connection with the IPO, we adopted the Dun & Bradstreet 2020 Omnibus Incentive Plan (the ‘‘2020 Omnibus Incentive Plan’’). The 2020 Omnibus Incentive Plan is intended to provide flexibility to motivate, attract and retain the employees, directors, and service providers who are expected to make significant contributions to our success and allow participants to share in such success. On June 30, 2020, certain directors were granted 4,160,000 options to purchase shares of common stock of Dun & Bradstreet Holdings, Inc. at $22.00 per share, which were vested immediately. In addition, 3,840,000 stock options were granted to certain executives which will vest ratably over three years, commencing on the first anniversary of the grant date. All stock options expire seven years from the date of the grant. Total compensation expense associated with these grants is $39.9 million. We estimated the option fair value at the date of grant using Black-Scholes valuation model. The assumptions are set forth in the following table: Weighted Average Assumptions Weighted Average Expected Stock Price Volatility 28 % Weighted Average Expected Dividend Yield 0.0 % Weighted Average Expected Life of Option (in years) 3.98 Weighted Average Risk-Free Interest Rate 0.23 % Weighted Average Black Scholes Value $4.99 Weighted Average Exercise Price $22.00 Expected stock price volatility was derived from the historical volatility of companies in our peer group. The risk-free interest rate assumption corresponds to the time to liquidity assumption and is based on the U.S. Treasury yield curve in effect at the time. We recognized stock-based compensation expense of $20.0 million related to these option grants for the three and six months ended June 30, 2020. In addition, we recognized $3.4 million in connection with the acceleration of the vesting of certain directors' profit interest units upon the closing of the IPO on July 6, 2020. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying interim unaudited condensed consolidated financial statements of Dun & Bradstreet Holdings, Inc. (formerly Star Intermediate I, Inc.) and its subsidiaries (‘‘we’’ ‘‘us’’ ‘‘our’’ or the ‘‘Company’’) were prepared in accordance with generally accepted accounting principles in the United States of America (‘‘GAAP’’). They should be read in conjunction with the consolidated financial statements and related notes, which appear in the consolidated financial statements for the year ended December 31, 2019, included in our final prospectus dated June 30, 2020 and filed with the Securities and Exchange Commission on July 2, 2020. The unaudited condensed consolidated financial statements for interim periods do not include all disclosures required by GAAP for annual financial statements and are not necessarily indicative of results for the full year or any subsequent period. In the opinion of our management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair statement of the unaudited consolidated financial position, results of operations and cash flows at the dates and for the periods presented have been included. |
Basis of Consolidation | All intercompany transactions and balances have been eliminated in consolidation. |
Segment Reporting | Since the Take-Private Transaction, management has made changes to transform our business. As a result, during the fourth quarter of 2019, we changed the composition of our reportable segments, the classification of revenue by solution set and our measure of segment profit (from operating income to adjusted EBITDA (see Note 15 for further discussion of adjusted EBITDA) in the information that we provide to our chief operating decision makers (CODMs) to better align with how they assess performance and allocate resources. Latin America Worldwide Network, which was previously included in the Americas reportable segment, is currently included in the International segment. Accordingly, prior period results have been recast to conform to the current presentation of segments, revenue by solution, and the measure of segment profit. These changes do not impact our consolidated results. We manage our business and report our financial results through the following two segments: • North America offers Finance & Risk and Sales & Marketing data, analytics and business insights in the United States and Canada; and • International offers Finance & Risk and Sales & Marketing data, analytics and business insights directly in the United Kingdom/Ireland ("U.K."), Greater China, India and indirectly through our Worldwide Network Alliances. Except as described below, the unaudited condensed consolidated financial statements reflect results of the subsidiaries outside of North America for the three-month and six-month periods ended May 31 in order to facilitate the timely reporting of the unaudited condensed consolidated financial results and unaudited condensed consolidated financial position. For the period from January 1, 2019 to June 30, 2019 (Successor), the results of subsidiaries outside of North America are reflected for the period from February 8, 2019 through May 31, 2019. For the period from January 1 to February 7, 2019 (Predecessor), the results of subsidiaries outside of North America are reflected for the period from December 1, 2018 to January 7, 2019. |
Use of Estimates | Our unaudited condensed consolidated financial statements presented herein reflect the latest estimates and assumptions made by management that affect the reported amounts of assets and liabilities and related disclosures as of the date of the unaudited consolidated financial statements and reported amounts of revenues and expenses during the reporting periods presented. Since early 2020, the novel coronavirus ("COVID-19") global pandemic has caused disruptions in the economy and volatility in the global financial markets. There is considerable uncertainty regarding its duration and the speed of recovery. The extent of the impact of the COVID-19 global pandemic on our operations and financial performance will depend on the effects on our clients and vendors, which are uncertain at this time and cannot be predicted. In addition, the pandemic may affect management's estimates and assumptions of variable consideration in contracts with clients as well as other estimates and assumptions, in particular those that require a projection of our financial results, our cash flows or broader economic conditions. |
Recently Adopted Accounting Pronouncements & Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract: Disclosures for Implementation Costs Incurred for Internal-Use Software and Cloud Computing Arrangements - a consensus of the EITF.” The standard aligns the accounting for costs incurred to implement a cloud computing arrangement that is a service arrangement with the guidance on capitalizing costs associated with developing or obtaining internal-use software. Costs incurred during the planning and post implementation stages are typically expensed, while costs incurred during the development stage are typically capitalized. The capitalized implementation costs are to be expensed over the term of the hosting arrangement including renewal options to the extent those options are expected to be utilized. This update also requires the capitalized implementation costs to be presented in the consolidated financial statements consistent with the presentation of the ongoing fees and payments associated with the cloud arrangement. We adopted this update as of January 1, 2020 and applied its amendments prospectively to implementation costs incurred after the date of adoption. This update did not have a material effect on our unaudited condensed consolidated financial statements and related disclosures. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The standard changes the impairment model for most financial assets and certain other instruments. For trade and other receivables, held-to-maturity debt securities, loans and other instruments, entities are required to use a new forward-looking “expected loss” model that generally will result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, entities measure credit losses in a manner similar to what is required under the existing guidance, except that the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. We adopted this update as of January 1, 2020. This update did not have a material effect on our unaudited condensed consolidated financial statements and related disclosures. Recently Issued Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, "Income Taxes (Topic 740)." The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. For public business entities, the amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. We do not expect the adoption of this authoritative guidance to have a material impact on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-14, “Compensation-Retirement Benefits-Defined Benefit Plans- General (Topic 715-20): Changes to the Disclosure Requirements for Defined Benefit Plans.” The standard amends ASC 715, “Compensation - Retirement Benefits,” to add, remove, and clarify disclosure requirements related to defined benefit pension and other postretirement plans. The amendments are to be applied retrospectively. The standard is effe ctive for public business entities for fiscal years ending after December 15, 2020, and for all other entities for fiscal years ending after December 15, 2021. Early adoption is permitted. The adoption of this authoritative guidance will not have a material impact on our consolidated financial statements. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Remaining Performance Obligation | The total amount of the transaction price for our revenue contracts allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of June 30, 2020 (Successor) is as follows: Rest of 2020 2021 2022 2023 2024 Thereafter Total Future revenue $ 648.8 $ 650.6 $ 317.8 $ 142.9 $ 66.9 $ 249.0 $ 2,076.0 |
Schedule of Contract Balances | At June 30, 2020 At December 31, 2019 Accounts receivable, net $ 246.2 $ 269.3 Short-term contract assets $ 0.5 $ 1.0 Long-term contract assets $ 1.0 $ 2.8 Short-term deferred revenue $ 520.8 $ 467.5 Long-term deferred revenue $ 11.8 $ 7.8 |
Schedule of Amortization of Commission Assets | The amortization of commission assets is as follows: Period Amortization Three months ended June 30, 2020 (Successor) $ 4.0 Six months ended June 30, 2020 (Successor) $ 7.2 Three months ended June 30, 2019 (Successor) $ 0.8 Period from January 1 to June 30, 2019 (Successor) $ 0.9 Period from January 1 to February 7, 2019 (Predecessor) $ 3.2 |
Restructuring Charge (Tables)
Restructuring Charge (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Reserves and Utilization | The following tables set forth the restructuring reserves and utilization for the three months ended March 31, 2020 and June 30, 2020 (Successor), for the period from January 1, 2019 to February 7, 2019 (Predecessor), for the period from January 1, 2019 to March 31, 2019 (Successor), and the three months ended June 30, 2019 (Successor): Severance Contract Termination Total Successor: Balance remaining as of December 31, 2019 $ 6.3 $ 4.8 $ 11.1 Charge taken during first quarter 2020 2.0 — 2.0 Payments made during first quarter 2020 (4.8) (1.4) (6.2) Balance remaining as of March 31, 2020 $ 3.5 $ 3.4 $ 6.9 Charge taken during second quarter 2020 4.2 0.4 4.6 Payments made during second quarter 2020 (3.7) (0.7) (4.4) Balance remaining as of June 30, 2020 $ 4.0 $ 3.1 $ 7.1 Severance Contract Termination Total Predecessor: Balance remaining as of December 31, 2018 $ 4.7 $ 2.9 $ 7.6 Charge taken from January 1 to February 7, 2019 0.1 — 0.1 Payments made through February 7, 2019 (1.6) (0.5) (2.1) Reclassification related to leases pursuant to the adoption of Topic 842 — (2.4) (2.4) Balance remaining as of February 7, 2019 $ 3.2 $ — $ 3.2 Successor: Balance as of December 31, 2018 $ — $ — $ — Impact of purchase accounting 3.2 — 3.2 Charge taken during the first quarter 2019 17.1 1.4 18.5 Payments made during first quarter 2019 (4.0) (0.7) (4.7) Balance remaining as of March 31, 2019 $ 16.3 $ 0.7 $ 17.0 Charge taken during the second quarter 2019 10.7 6.7 17.4 Payments made during second quarter 2019 (11.1) (0.7) (11.8) Balance remaining as of June 30, 2019 $ 15.9 $ 6.7 $ 22.6 |
Notes Payable and Indebtedness
Notes Payable and Indebtedness (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Borrowings | Our borrowings are summarized in the following table: June 30, 2020 At December 31, 2019 Maturity Principal Amount Debt Issuance Costs and Discount* Carrying Value Principal Amount Debt Issuance Costs and Discount* Carrying Value Debt Maturing Within One Year: 10.250% New Senior Unsecured Notes (1) $ 300.0 $ — $ 300.0 $ — $ — $ — New Repatriation Bridge Facility (1) February 7, 2020 — — — 63.0 0.1 62.9 New Term Loan Facility (1) 25.3 — 25.3 19.0 — 19.0 Total short-term debt $ 325.3 $ — $ 325.3 $ 82.0 $ 0.1 $ 81.9 Debt Maturing After One Year: New Term Loan Facility (1) February 8, 2026 $ 2,498.4 $ 84.6 $ 2,413.8 $ 2,511.0 $ 98.3 $ 2,412.7 New Revolving Facility (1) (2) February 8, 2024 87.5 — 87.5 — — — 6.875% New Senior Secured Notes (1) August 15, 2026 700.0 14.8 685.2 700.0 15.8 684.2 10.250% New Senior Unsecured Notes (1) February 15, 2027 450.0 15.7 434.3 750.0 28.0 722.0 Total long-term debt $ 3,735.9 $ 115.1 $ 3,620.8 $ 3,961.0 $ 142.1 $ 3,818.9 Total debt $ 4,061.2 $ 115.1 $ 3,946.1 $ 4,043.0 $ 142.2 $ 3,900.8 * Represents unamortized portion of debt issuance costs and discounts. (1) The New Senior Secured Credit Facilities and Successor notes contain certain covenants that limit our ability to incur additional indebtedness and guarantee indebtedness, create liens, engage in mergers or acquisitions, sell, transfer or otherwise dispose of assets, pay dividends and distributions or repurchase capital stock, prepay certain indebtedness and make investments, loans and advances. We were in compliance with these non-financial covenants at June 30, 2020 and December 31, 2019. (2) The New Revolving Facility contains a springing financial covenant requiring compliance with a maximum ratio of first lien net indebtedness to consolidated EBITDA of 6.75. The financial covenant applies only if the aggregate principal amount of borrowings under the New Revolving Facility and certain outstanding letters of credit exceed 35% of the total amount of commitments under the New Revolving Facility on the last day of any fiscal quarter. The financial covenant did not apply at June 30, 2020 and December 31, 2019 . |
Schedule of Maturities of Debt | The scheduled maturities and interest payments for our total debt outstanding as of June 30, 2020, reflecting the 40% redemption of the 10.250% Senior Unsecured Notes and the interest rate reduction discussed above, are as follows: Rest of 2020 2021 2022 2023 2024 Thereafter Total Principal $ 312.7 $ 25.3 $ 25.3 $ 25.3 $ 112.8 $ 3,559.8 $ 4,061.2 Interest 110.0 195.0 194.1 193.1 189.5 315.3 1,197.0 Total Debt $ 422.7 $ 220.3 $ 219.4 $ 218.4 $ 302.3 $ 3,875.1 $ 5,258.2 |
Other Assets and Liabilities (T
Other Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Other Assets and Other Liabilities [Abstract] | |
Schedule of Other Non-Current Assets | Other Non-Current Assets June 30, December 31, Right of use assets 78.3 87.9 Prepaid pension assets 14.7 9.9 Investments 26.8 23.7 Other non-current assets 10.9 13.1 Total 130.7 134.6 |
Schedule of Other Accrued and Current Liabilities | Other Accrued and Current Liabilities: June 30, December 31, 2019 Restructuring accruals $ 7.1 $ 11.1 Operating expenses accruals 57.4 58.7 Accrued interest expense 47.5 49.3 Short term lease liability 23.3 22.4 Other accrued liabilities (1) 56.2 25.8 Total $ 191.5 $ 167.3 (1) Increase was primarily related to the premium fees associated with the early redemption of 40% of the outstanding Senior Unsecured Notes balances in connection with the IPO transaction |
Schedule of Other Non-Current Liabilities | Other Non-Current Liabilities: June 30, December 31, 2019 Deferred revenue - long term $ 11.8 $ 7.8 U.S. tax liability associated with the 2017 Act 49.8 55.0 Long term lease liability 62.4 71.2 Other 7.1 3.7 Total $ 131.1 $ 137.7 |
Pension and Postretirement Be_2
Pension and Postretirement Benefits (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Postemployment Benefits [Abstract] | |
Schedule of Components of Net Periodic (Income) Cost Associated with Pension Plans and Postretirement Benefit Obligations | The following table sets forth the components of the net periodic cost (income) associated with our pension plans and our postretirement benefit obligations: Pension Plans Postretirement Benefit Obligations Three-Month Period Six-Month Period Three-Month Period Six-Month Period Successor Predecessor Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Components of net periodic cost (income): Service cost $ 0.5 $ 0.4 $ 0.9 $ 0.6 $ 0.3 $ — $ — $ — $ — $ — Interest cost 10.4 13.1 20.9 20.4 6.8 — 0.1 — 0.1 — Expected return on plan assets (21.8) (23.3) (43.7) (36.2) (10.6) — — — — — Amortization of Prior Service Cost (Credit) — — — — — (0.1) — (0.2) — (0.1) Recognized actuarial loss (gain) — — — — 4.0 — — — — (0.1) Net periodic cost (income) $ (10.9) $ (9.8) $ (21.9) $ (15.2) $ 0.5 $ (0.1) $ 0.1 $ (0.2) $ 0.1 $ (0.2) |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Fair Values of Derivative Instruments in Consolidated Balance Sheet | Fair Values of Derivative Instruments in the Consolidated Balance Sheet Asset Derivatives Liability Derivatives June 30, 2020 December 31, 2019 June 30, 2020 December 31, 2019 Balance Sheet Fair Value Balance Sheet Fair Value Balance Sheet Fair Value Balance Sheet Fair Value Derivatives designated as hedging instruments Interest rate contracts Other Current $ — Other Current $ — Other Accrued & $ 2.6 Other Accrued & $ 1.9 Total Derivatives designated as hedging instruments $ — $ — $ 2.6 $ 1.9 Derivatives not designated as hedging instruments Make-whole derivative liability Other Current Assets $ — Other Current Assets $ — Make-whole derivative liability $ 205.2 Make-whole derivative liability $ 172.4 Foreign exchange forward contracts Other Current 0.6 Other Current 1.6 Other Accrued & 2.3 Other Accrued & 2.6 Total derivatives not designated as hedging instruments $ 0.6 $ 1.6 $ 207.5 $ 175.0 Total Derivatives $ 0.6 $ 1.6 $ 210.1 $ 176.9 |
Schedule of Effect of Derivative Instruments on Consolidated Statement of Operations and Comprehensive Income (Loss) | The Effect of Derivative Instruments on the Consolidated Statement of Operations and Comprehensive Income (Loss) Derivatives in Cash Flow Hedging Relationships Amount of Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income Location of Gain or (Loss) Recognized in Income on Derivative Amount of Gain or (Loss) Recognized in Income on Derivative Three-Month Period Successor Successor Successor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Interest Contracts $ 0.7 $ (1.5) Interest Expense $ (0.8) $ (0.1) Interest Expense $ (0.8) $ (0.1) Derivatives in Cash Flow Hedging Amount of Gain or (Loss) Recognized in OCI on Derivative Location of Gain or (Loss) Reclassified from Accumulated OCI Into Income Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income Location of Gain or (Loss) Recognized in Income on Derivative Amount of Gain or (Loss) Recognized in Income on Derivative Six-Month Period Successor Predecessor Successor Predecessor Successor Predecessor Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Interest Contracts $ (0.7) $ (2.2) $ — Interest Expense $ (1.3) $ (0.1) $ — Interest Expense $ (1.3) $ (0.1) $ — Derivatives Not Designated as Hedging Location of Gain or (Loss) Recognized in Amount of Gain (Loss) Recognized in Income on Derivatives Three-Month Period Six-Month Period Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Make-whole derivative liability Non-Operating Income (Expenses) – Net $ (102.6) $ — $ (32.8) $ — $ — Foreign exchange forward contracts Non-Operating Income (Expenses) – Net $ (0.7) $ (6.1) $ (0.7) $ (4.6) $ 1.8 |
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table summarizes fair value measurements by level at June 30, 2020 for assets and liabilities measured at fair value on a recurring basis: Quoted Prices in Significant Other Significant Balance at June 30, 2020 Assets: Cash equivalents (1) $ 3.2 $ — $ — $ 3.2 Other current assets: Foreign exchange forwards (2) $ — $ 0.6 $ — $ 0.6 Liabilities: Other accrued and current liabilities: Foreign exchange forwards (2) $ — $ 2.3 $ — $ 2.3 Swap arrangements (3) $ — $ 2.6 $ — $ 2.6 Make-whole derivative liability (4) $ — $ — $ 205.2 $ 205.2 The following table summarizes fair value measurements by level at December 31, 2019 for assets and liabilities measured at fair value on a recurring basis: Quoted Prices in Significant Other Significant Balance at December 31, 2019 Assets: Cash equivalents (1) $ 4.1 $ — $ — $ 4.1 Other current assets: Foreign exchange forwards (2) $ — $ 1.6 $ — $ 1.6 Liabilities: Other accrued and current liabilities: Foreign exchange forwards (2) $ — $ 2.6 $ — $ 2.6 Swap arrangements (3) $ — $ 1.9 $ — $ 1.9 Make-whole derivative liability (4) $ — $ — $ 172.4 $ 172.4 (1) The carrying value of cash equivalents represents fair value as they consist of highly liquid investments with an initial term from the date of purchase by the Company to maturity of three months or less. (2) Primarily represents foreign currency forward contracts. Fair value is determined based on observable market data and considers a factor for nonperformance in the valuation. (3) Represents interest rate swap agreements. Fair value is determined based on observable market data. (4) Represents estimated fair value related to the make-whole provision associated with the Series A Preferred Stock based on level III market data. |
Schedule of Carrying Amount and Estimated Fair Value of Liabilities | The estimated fair values of other financial instruments subject to fair value disclosures, determined based on valuation models using discounted cash flow methodologies with market data inputs from globally recognized data providers and third-party quotes from major financial institutions (categorized as Level II in the fair value hierarchy), are as follows: Balance at June 30, 2020 December 31, 2019 Carrying Fair Value Carrying Fair Value Short-term and Long-term Debt (1) $ 1,419.5 $ 1,645.0 $ 1,469.1 $ 1,811.8 New Revolving Facility $ 87.5 $ 85.5 $ — $ — New Term Loan Facility (2) $ 2,439.1 $ 2,456.2 $ 2,431.7 $ 2,456.3 (1) Includes New Senior Notes (short-term and long-term) at June 30, 2020 and New Senior Notes (long-term) and New Repatriation Bridge Facility (short-term) at December 31, 2019. (2) Includes short-term and long-term portions of the New Term Loan Facility. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive income (loss) (“AOCI”): Foreign Currency Translation Adjustments Defined Benefit Pension Plans Derivative Financial Instruments Total Predecessor: Balance, December 31, 2018 $ (235.5) $ (818.3) $ (0.3) $ (1,054.1) Other comprehensive income (loss) before reclassifications 5.7 62.6 (0.1) 68.2 Amounts reclassified from accumulated other comprehensive loss, net of tax — 2.8 — 2.8 Balance, February 7, 2019 $ (229.8) $ (752.9) $ (0.4) $ (983.1) Successor: Balance, January 1, 2019 $ — $ — $ — $ — Other comprehensive income (loss) before reclassifications (16.8) — (1.6) (18.4) Amounts reclassified from accumulated other comprehensive loss, net of tax — — — — Balance, June 30, 2019 $ (16.8) $ — $ (1.6) $ (18.4) Balance, January 1, 2020 $ (6.6) $ (15.8) $ (1.1) $ (23.5) Other comprehensive income (loss) before reclassifications (13.7) — (0.5) (14.2) Amounts reclassified from accumulated other comprehensive loss, net of tax — (0.1) — (0.1) Balance, June 30, 2020 $ (20.3) $ (15.9) $ (1.6) $ (37.8) |
Schedule of Reclassifications out of AOCI | The following table summarizes the reclassifications out of AOCI: Details About Accumulated Other Comprehensive Income (Loss) Components Affected Line Item in the Statement Where Net Income (Loss) is Presented Amount Reclassified from Accumulated Other Comprehensive Income (Loss) Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Defined Benefit Pension Plans: Amortization of prior service costs Other Income (Expense)- Net $ — $ — $ (0.1) $ — $ (0.1) Amortization of actuarial gain/loss Other Income (Expense) - Net — — — — 3.9 Total before tax — — (0.1) — 3.8 Tax benefit (expense) — — — — (1.0) Total after tax — — (0.1) — 2.8 Total reclassifications for the period, net of tax $ — $ — $ (0.1) $ — $ 2.8 |
Take-Private Transaction (Table
Take-Private Transaction (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The table below reflects the purchase price related to the acquisition and the resulting purchase allocation: Weighted Average Amortization Period (years) Initial Purchase Price Allocation Measurement Period Adjustments Purchase Price Allocation at December 31, 2019 Cash $ 117.7 $ — $ 117.7 Accounts receivable 267.8 (1.7) 266.1 Other current assets 46.8 (0.4) 46.4 Total current assets 432.3 (2.1) 430.2 Intangible assets: Customer relationships 16.9 2,589.0 (200.5) 2,388.5 Partnership agreements 14.3 — 230.3 230.3 Computer software 7.8 376.0 — 376.0 Database 17 1,769.0 (47.0) 1,722.0 Trademark Indefinite 1,200.8 75.0 1,275.8 Goodwill 2,797.6 (10.0) 2,787.6 Property, plant & equipment 30.3 — 30.3 Right of use asset 103.9 7.4 111.3 Other 34.4 (0.1) 34.3 Total assets acquired $ 9,333.3 $ 53.0 $ 9,386.3 Accounts payable $ 74.2 $ — $ 74.2 Deferred revenue 398.4 (0.6) 397.8 Accrued liabilities 240.1 (2.3) 237.8 Short-term pension and other accrued benefits 106.0 — 106.0 Other current liabilities 41.1 4.7 45.8 Total current liabilities 859.8 1.8 861.6 Long-term pension and postretirement obligations 213.6 7.4 221.0 Deferred tax liability 1,388.3 (7.7) 1,380.6 Long-term debt 625.1 — 625.1 Other liabilities 161.0 8.0 169.0 Total liabilities assumed 3,247.8 9.5 3,257.3 Non-controlling interest 16.8 43.5 60.3 Less: debt repayment 637.5 — 637.5 Amounts paid to equity holders $ 5,431.2 $ — $ 5,431.2 The table below reflects the aggregate purchase price related to the acquisitions and the resulting purchase allocation: Amortization Life (years) Preliminary Purchase Price Allocation at March 31, 2020 Measurement Period Adjustments Preliminary Purchase Price Allocation at June 30, 2020 Cash $ 0.5 $ — $ 0.5 Accounts receivable 0.3 — 0.3 Other 0.2 0.2 0.4 Total current assets 1.0 0.2 1.2 Intangible assets: Customer relationships 7 2.4 — 2.4 Technology 11 6.8 — 6.8 Goodwill Indefinite 10.7 — 10.7 Deferred tax asset 0.4 — 0.4 Total assets acquired $ 21.3 $ 0.2 $ 21.5 Total liabilities assumed 0.2 0.2 0.4 Total purchase price $ 21.1 $ — $ 21.1 |
Schedule of Pro Forma Information | The following pro forma statement of operations data presents the combined results of the Company and its acquisition of Dun & Bradstreet, assuming the acquisition completed on February 8, 2019 had occurred on January 1, 2018. Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Reported revenue (Successor) $ 398.9 $ 573.0 Dun & Bradstreet pre-acquisition revenue — 178.7 Deferred revenue fair value adjustment 38.6 60.1 Pro forma revenue $ 437.5 $ 811.8 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc.(Successor) $ (94.0) $ (321.9) Dun & Bradstreet pre-acquisition net income (loss) — (75.6) Pro forma adjustments - net of income tax (1): Deferred revenue fair value adjustment 30.0 46.7 Incremental amortization of intangibles (6.8) (37.2) Amortization of deferred commissions (3.3) (4.6) Transaction costs — 154.9 Pension expense adjustment — 69.5 Equity-based compensation adjustment — 8.1 Preferred dividend adjustment — (14.6) Incremental interest expense and facility cost adjustment 0.3 (21.6) Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) $ (73.8) $ (196.3) (1) The blended statutory tax rate of 22.3% was assumed for 2019 for the purpose of pro forma presentation. Three-Month Period Six-Month Period Successor Predecessor Three Months Ended June 30, 2019 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Reported revenue $ 398.9 $ 573.0 $ 178.7 Lattice revenue - pre-acquisition revenue 7.0 11.1 2.9 Total pro forma revenue $ 405.9 $ 584.1 $ 181.6 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor) $ (94.0) $ (321.9) $ (75.6) Pro forma adjustments - net of tax effect Pre-acquisition net loss (18.4) (19.7) (1.0) Intangible amortization - net of tax benefits (0.9) (1.4) (0.4) Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (113.3) $ (343.0) $ (77.0) |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price Allocation | The table below reflects the purchase price related to the acquisition and the resulting purchase allocation: Weighted Average Amortization Period (years) Initial Purchase Price Allocation Measurement Period Adjustments Purchase Price Allocation at December 31, 2019 Cash $ 117.7 $ — $ 117.7 Accounts receivable 267.8 (1.7) 266.1 Other current assets 46.8 (0.4) 46.4 Total current assets 432.3 (2.1) 430.2 Intangible assets: Customer relationships 16.9 2,589.0 (200.5) 2,388.5 Partnership agreements 14.3 — 230.3 230.3 Computer software 7.8 376.0 — 376.0 Database 17 1,769.0 (47.0) 1,722.0 Trademark Indefinite 1,200.8 75.0 1,275.8 Goodwill 2,797.6 (10.0) 2,787.6 Property, plant & equipment 30.3 — 30.3 Right of use asset 103.9 7.4 111.3 Other 34.4 (0.1) 34.3 Total assets acquired $ 9,333.3 $ 53.0 $ 9,386.3 Accounts payable $ 74.2 $ — $ 74.2 Deferred revenue 398.4 (0.6) 397.8 Accrued liabilities 240.1 (2.3) 237.8 Short-term pension and other accrued benefits 106.0 — 106.0 Other current liabilities 41.1 4.7 45.8 Total current liabilities 859.8 1.8 861.6 Long-term pension and postretirement obligations 213.6 7.4 221.0 Deferred tax liability 1,388.3 (7.7) 1,380.6 Long-term debt 625.1 — 625.1 Other liabilities 161.0 8.0 169.0 Total liabilities assumed 3,247.8 9.5 3,257.3 Non-controlling interest 16.8 43.5 60.3 Less: debt repayment 637.5 — 637.5 Amounts paid to equity holders $ 5,431.2 $ — $ 5,431.2 The table below reflects the aggregate purchase price related to the acquisitions and the resulting purchase allocation: Amortization Life (years) Preliminary Purchase Price Allocation at March 31, 2020 Measurement Period Adjustments Preliminary Purchase Price Allocation at June 30, 2020 Cash $ 0.5 $ — $ 0.5 Accounts receivable 0.3 — 0.3 Other 0.2 0.2 0.4 Total current assets 1.0 0.2 1.2 Intangible assets: Customer relationships 7 2.4 — 2.4 Technology 11 6.8 — 6.8 Goodwill Indefinite 10.7 — 10.7 Deferred tax asset 0.4 — 0.4 Total assets acquired $ 21.3 $ 0.2 $ 21.5 Total liabilities assumed 0.2 0.2 0.4 Total purchase price $ 21.1 $ — $ 21.1 |
Schedule of Pro Forma Information | The following pro forma statement of operations data presents the combined results of the Company and its acquisition of Dun & Bradstreet, assuming the acquisition completed on February 8, 2019 had occurred on January 1, 2018. Three Months Ended June 30, 2019 Six Months Ended June 30, 2019 Reported revenue (Successor) $ 398.9 $ 573.0 Dun & Bradstreet pre-acquisition revenue — 178.7 Deferred revenue fair value adjustment 38.6 60.1 Pro forma revenue $ 437.5 $ 811.8 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc.(Successor) $ (94.0) $ (321.9) Dun & Bradstreet pre-acquisition net income (loss) — (75.6) Pro forma adjustments - net of income tax (1): Deferred revenue fair value adjustment 30.0 46.7 Incremental amortization of intangibles (6.8) (37.2) Amortization of deferred commissions (3.3) (4.6) Transaction costs — 154.9 Pension expense adjustment — 69.5 Equity-based compensation adjustment — 8.1 Preferred dividend adjustment — (14.6) Incremental interest expense and facility cost adjustment 0.3 (21.6) Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) $ (73.8) $ (196.3) (1) The blended statutory tax rate of 22.3% was assumed for 2019 for the purpose of pro forma presentation. Three-Month Period Six-Month Period Successor Predecessor Three Months Ended June 30, 2019 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Reported revenue $ 398.9 $ 573.0 $ 178.7 Lattice revenue - pre-acquisition revenue 7.0 11.1 2.9 Total pro forma revenue $ 405.9 $ 584.1 $ 181.6 Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor)/The Dun & Bradstreet Corporation (Predecessor) $ (94.0) $ (321.9) $ (75.6) Pro forma adjustments - net of tax effect Pre-acquisition net loss (18.4) (19.7) (1.0) Intangible amortization - net of tax benefits (0.9) (1.4) (0.4) Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (113.3) $ (343.0) $ (77.0) |
Goodwill and Other Intangibles
Goodwill and Other Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Capitalized Software and Goodwill | Computer Software and Goodwill: Computer Software Goodwill Predecessor: December 31, 2018 $ 133.8 $ 770.8 Additions at cost (1) 5.0 — Amortization (6.8) — Other (3) 0.1 2.7 February 8, 2019 $ 132.1 $ 773.5 Successor: January 1, 2019 $ — $ — Acquisitions (2) 376.0 2,797.6 Additions at cost (1) 4.2 — Amortization (8.6) — Other (3) 0.4 — March 31, 2019 $ 372.0 $ 2,797.6 Additions at cost (1) 17.0 — Amortization (13.4) — Other (3) (3.5) (5.0) June 30, 2019 $ 372.1 $ 2,792.6 January 1, 2020 $ 379.8 $ 2,840.1 Acquisition (4) — 10.7 Additions at cost (1) 17.4 — Amortization (15.9) — Write-off (0.2) — March 31, 2020 $ 381.1 $ 2,850.8 Additions at cost 28.3 — Amortization (16.8) — Write-off (0.1) — Other (3) (0.7) (2.8) June 30, 2020 $ 391.8 $ 2,848.0 |
Schedule of Finite-Lived Intangible Assets | Other Intangibles: Customer Relationships Database and Other Other Indefinite-Lived Intangibles Total Predecessor: December 31, 2018 $ 75.7 $ 50.0 $ 158.4 $ 284.1 Additions — 0.1 — 0.1 Amortization (1.7) (1.5) — (3.2) Other (3) 0.1 — — 0.1 February 7, 2019 $ 74.1 $ 48.6 $ 158.4 $ 281.1 Successor: January 1, 2019 $ — $ — $ — $ — Acquisition (2) 2,589.0 1,769.0 1,200.8 5,558.8 Amortization (42.0) (28.7) — (70.7) March 31, 2019 $ 2,547.0 $ 1,740.3 $ 1,200.8 $ 5,488.1 Additions — 0.2 — 0.2 Amortization (71.9) (49.1) — (121.0) Other (3) (6.0) — — (6.0) June 30, 2019 $ 2,469.1 $ 1,691.4 $ 1,200.8 $ 5,361.3 January 1, 2020 $ 2,162.1 $ 1,813.5 $ 1,275.8 $ 5,251.4 Acquisition (4) 2.4 6.8 — 9.2 Additions at cost — 0.1 — 0.1 Amortization (65.1) (51.0) — (116.1) Other (3) (0.2) (1.0) — (1.2) March 31, 2020 $ 2,099.2 $ 1,768.4 $ 1,275.8 $ 5,143.4 Additions — 0.2 — 0.2 Amortization (63.3) (50.2) — (113.5) Other (3) (2.5) (5.3) — (7.8) June 30, 2020 $ 2,033.4 $ 1,713.1 $ 1,275.8 $ 5,022.3 (1) Primarily related to software-related enhancements on products. (2) Related to the Take-Private Transaction. See Note 12 for further detail. (3) Primarily due to the impact of foreign currency fluctuations. (4) Related to the acquisition of Orb Intelligence and coAction.com. |
Schedule of Indefinite-Lived Intangible Assets | Other Intangibles: Customer Relationships Database and Other Other Indefinite-Lived Intangibles Total Predecessor: December 31, 2018 $ 75.7 $ 50.0 $ 158.4 $ 284.1 Additions — 0.1 — 0.1 Amortization (1.7) (1.5) — (3.2) Other (3) 0.1 — — 0.1 February 7, 2019 $ 74.1 $ 48.6 $ 158.4 $ 281.1 Successor: January 1, 2019 $ — $ — $ — $ — Acquisition (2) 2,589.0 1,769.0 1,200.8 5,558.8 Amortization (42.0) (28.7) — (70.7) March 31, 2019 $ 2,547.0 $ 1,740.3 $ 1,200.8 $ 5,488.1 Additions — 0.2 — 0.2 Amortization (71.9) (49.1) — (121.0) Other (3) (6.0) — — (6.0) June 30, 2019 $ 2,469.1 $ 1,691.4 $ 1,200.8 $ 5,361.3 January 1, 2020 $ 2,162.1 $ 1,813.5 $ 1,275.8 $ 5,251.4 Acquisition (4) 2.4 6.8 — 9.2 Additions at cost — 0.1 — 0.1 Amortization (65.1) (51.0) — (116.1) Other (3) (0.2) (1.0) — (1.2) March 31, 2020 $ 2,099.2 $ 1,768.4 $ 1,275.8 $ 5,143.4 Additions — 0.2 — 0.2 Amortization (63.3) (50.2) — (113.5) Other (3) (2.5) (5.3) — (7.8) June 30, 2020 $ 2,033.4 $ 1,713.1 $ 1,275.8 $ 5,022.3 (1) Primarily related to software-related enhancements on products. (2) Related to the Take-Private Transaction. See Note 12 for further detail. (3) Primarily due to the impact of foreign currency fluctuations. (4) Related to the acquisition of Orb Intelligence and coAction.com. |
Schedule of Revenue and Operating Income (Loss) by Segment | Three-Month Period Six-Month Period Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Revenue: North America $ 354.3 $ 360.9 $ 695.8 $ 542.1 $ 148.2 International 68.4 76.0 139.6 91.0 56.4 Corporate and other (1) (2.1) (38.0) (19.5) (60.1) (25.9) Consolidated Total $ 420.6 $ 398.9 $ 815.9 $ 573.0 $ 178.7 (1) Revenue for Corporate and Other represents deferred revenue purchase accounting adjustments recorded in accordance with GAAP related to the Take-Private Transaction included in each of the Successor periods and recent acquisitions for the three and six months ended June 30, 2020 (Successor), and the International lag adjustment (see Note 1) included in the period from January 1 to February 7, 2019 (Predecessor). Three-Month Period Six-Month Period Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Adjusted EBITDA North America $ 170.1 $ 175.1 $ 313.9 $ 246.6 $ 55.3 International 20.2 27.5 43.4 30.3 20.3 Corporate and other (1) (14.2) (54.1) (47.8) (87.8) (9.3) Consolidated total $ 176.1 $ 148.5 $ 309.5 $ 189.1 $ 66.3 Depreciation and amortization (132.6) (136.8) (266.9) (217.3) (11.1) Interest expense - net (77.8) (85.4) (160.5) (133.4) (5.2) Dividends allocated to preferred stockholders (32.1) (32.0) (64.1) (49.9) — Benefit for income taxes - net 27.5 23.1 101.8 60.1 27.5 Other income (expense) - net (122.7) 8.1 (32.7) 12.3 (86.0) Equity in net income of affiliates 0.6 2.8 1.2 2.9 0.5 Net income (loss) attributable to non-controlling interest (1.2) (1.5) (1.6) (1.9) (0.8) Lag adjustment — — — — (2.7) Other incremental or reduced expenses from the application of purchase accounting 4.9 6.4 9.9 10.5 — Equity-based compensation (25.1) (3.7) (28.9) (4.2) (11.7) Restructuring charges (6.8) (17.4) (11.3) (35.9) (0.1) Merger and acquisition-related operating costs (2.0) (1.2) (4.4) (148.6) (52.0) Transition costs (15.7) (2.5) (17.3) (3.5) (0.3) Legal reserve associated with significant legal and regulatory matters — (0.1) — 0.2 — Asset impairment (0.2) (2.3) (0.3) (2.3) — Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (207.1) $ (94.0) $ (165.6) $ (321.9) $ (75.6) (1) Corporate and Other includes deferred revenue purchase accounting adjustments recorded in accordance with GAAP related to the Take-Private Transaction and recent acquisitions of ($2.1) million and ($19.5) million for the Successor three and six months ended June 30, 2020, respectively, $(38.0) million and $(60.1) million for the three months ended June 30, 2019 (Successor) and the period from January 1, 2019 to June 30, 2019 (Successor), respectively, and the International lag adjustment of $(2.7) million for the period from January 1 to February 7, 2019 (Predecessor). |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Revenue and Operating Income (Loss) by Segment | Three-Month Period Six-Month Period Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Revenue: North America $ 354.3 $ 360.9 $ 695.8 $ 542.1 $ 148.2 International 68.4 76.0 139.6 91.0 56.4 Corporate and other (1) (2.1) (38.0) (19.5) (60.1) (25.9) Consolidated Total $ 420.6 $ 398.9 $ 815.9 $ 573.0 $ 178.7 (1) Revenue for Corporate and Other represents deferred revenue purchase accounting adjustments recorded in accordance with GAAP related to the Take-Private Transaction included in each of the Successor periods and recent acquisitions for the three and six months ended June 30, 2020 (Successor), and the International lag adjustment (see Note 1) included in the period from January 1 to February 7, 2019 (Predecessor). Three-Month Period Six-Month Period Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Adjusted EBITDA North America $ 170.1 $ 175.1 $ 313.9 $ 246.6 $ 55.3 International 20.2 27.5 43.4 30.3 20.3 Corporate and other (1) (14.2) (54.1) (47.8) (87.8) (9.3) Consolidated total $ 176.1 $ 148.5 $ 309.5 $ 189.1 $ 66.3 Depreciation and amortization (132.6) (136.8) (266.9) (217.3) (11.1) Interest expense - net (77.8) (85.4) (160.5) (133.4) (5.2) Dividends allocated to preferred stockholders (32.1) (32.0) (64.1) (49.9) — Benefit for income taxes - net 27.5 23.1 101.8 60.1 27.5 Other income (expense) - net (122.7) 8.1 (32.7) 12.3 (86.0) Equity in net income of affiliates 0.6 2.8 1.2 2.9 0.5 Net income (loss) attributable to non-controlling interest (1.2) (1.5) (1.6) (1.9) (0.8) Lag adjustment — — — — (2.7) Other incremental or reduced expenses from the application of purchase accounting 4.9 6.4 9.9 10.5 — Equity-based compensation (25.1) (3.7) (28.9) (4.2) (11.7) Restructuring charges (6.8) (17.4) (11.3) (35.9) (0.1) Merger and acquisition-related operating costs (2.0) (1.2) (4.4) (148.6) (52.0) Transition costs (15.7) (2.5) (17.3) (3.5) (0.3) Legal reserve associated with significant legal and regulatory matters — (0.1) — 0.2 — Asset impairment (0.2) (2.3) (0.3) (2.3) — Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) $ (207.1) $ (94.0) $ (165.6) $ (321.9) $ (75.6) (1) Corporate and Other includes deferred revenue purchase accounting adjustments recorded in accordance with GAAP related to the Take-Private Transaction and recent acquisitions of ($2.1) million and ($19.5) million for the Successor three and six months ended June 30, 2020, respectively, $(38.0) million and $(60.1) million for the three months ended June 30, 2019 (Successor) and the period from January 1, 2019 to June 30, 2019 (Successor), respectively, and the International lag adjustment of $(2.7) million for the period from January 1 to February 7, 2019 (Predecessor). |
Schedule of Supplemental Geographic and Customer Solution Set Information | Three-Month Period Six-Month Period Successor Predecessor Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 Depreciation and amortization: North America $ 11.1 $ 10.0 $ 21.7 $ 15.1 $ 5.8 International 1.9 1.8 3.7 2.4 1.5 Total segments 13.0 11.8 25.4 17.5 7.3 Corporate and other (1) 119.6 125.0 241.5 199.8 3.8 Consolidated total $ 132.6 $ 136.8 $ 266.9 $ 217.3 $ 11.1 Capital expenditures: North America $ 0.8 $ 5.2 $ 1.3 $ 6.1 $ 0.2 International 1.6 0.4 1.8 0.4 0.1 Total segments 2.4 5.6 3.1 6.5 0.3 Corporate and Other 0.1 0.2 0.2 0.4 (0.1) Consolidated total $ 2.5 $ 5.8 $ 3.3 $ 6.9 $ 0.2 Additions to computer software and other intangibles: North America $ 23.4 $ 14.1 $ 39.8 $ 17.8 $ 4.3 International 1.6 2.0 2.3 2.2 0.8 Total segments 25.0 16.1 42.1 20.0 5.1 Corporate and Other 3.5 0.6 3.9 0.8 — Consolidated total $ 28.5 $ 16.7 $ 46.0 $ 20.8 $ 5.1 (1) Depreciation and amortization for Corporate and Other includes incremental amortization resulting from the Take-Private Transaction and recent acquisitions. Supplemental Geographic and Customer Solution Set Information: June 30, December 31, 2019 Assets: North America (2) $ 8,391.9 $ 8,480.1 International (3) 593.2 632.7 Consolidated total $ 8,985.1 $ 9,112.8 Goodwill: North America $ 2,745.3 $ 2,734.6 International 102.7 105.5 Consolidated total (4) $ 2,848.0 $ 2,840.1 Other intangibles: North America $ 4,747.0 $ 4,953.0 International 275.3 298.4 Consolidated total (5) $ 5,022.3 $ 5,251.4 Other long-lived assets: North America $ 523.4 $ 500.9 International 86.8 89.9 Consolidated total (6) $ 610.2 $ 590.8 Total long-lived assets $ 8,480.5 $ 8,682.3 (2) Total assets in North America at June 30, 2020 decreased by $88.2 million compared to December 31, 2019 primarily driven by a decrease in other intangible assets due to normal amortization, partially offset by an increase in prepaid tax. (3) Total assets in International at June 30, 2020 decreased by $39.5 million compared to December 31, 2019 primarily driven by the negative impact of foreign currency translation. (4) Goodwill increased by $7.9 million at June 30, 2020 compared to December 31, 2019 due to the acquisitions of Orb Intelligence and coAction.com during the first quarter of 2020, partially offset by the negative impact of foreign currency translation. (5) Other Intangibles decreased by $229.1 million at June 30, 2020 compared to December 31, 2019 primarily driven by normal amortization, and the negative impact of foreign currency translation, partially offset with the acquisition of Orb Intelligence and coAction.com during the first quarter of 2020. (6) Other long-lived assets increased by $19.4 million at June 30, 2020 compared to December 31, 2019 primarily due to commission assets recognized, partially offset with amortization of commission assets. Three-Month Period Six-Month Period Successor Predecessor Customer Solution Set Revenue Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Six Months Ended June 30, 2020 Period from January 1 to June 30, 2019 Period from January 1 to February 7, 2019 North America (1): Finance & Risk $ 193.6 $ 200.8 $ 386.6 $ 302.7 $ 80.4 Sales & Marketing 160.7 160.1 309.2 239.4 67.8 Total North America $ 354.3 $ 360.9 $ 695.8 $ 542.1 $ 148.2 International: Finance & Risk $ 55.9 $ 63.9 $ 113.4 $ 75.7 $ 43.4 Sales & Marketing 12.5 12.1 26.2 15.3 13.0 Total International $ 68.4 $ 76.0 $ 139.6 $ 91.0 $ 56.4 Corporate and Other: Finance & Risk $ (0.3) $ (23.1) $ (10.2) $ (36.5) $ (19.2) Sales & Marketing (1.8) (14.9) (9.3) (23.6) (6.7) Total corporate and Other $ (2.1) $ (38.0) $ (19.5) $ (60.1) $ (25.9) Total Revenue: Finance & Risk $ 249.2 $ 241.6 $ 489.8 $ 341.9 $ 104.6 Sales & Marketing 171.4 157.3 326.1 231.1 74.1 Total Revenue $ 420.6 $ 398.9 $ 815.9 $ 573.0 $ 178.7 |
Initial Public Offering (IPO) (
Initial Public Offering (IPO) (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Schedule of Use of Proceeds from Initial Public Offering | The use of the proceeds from the IPO is as follows (in millions): Gross proceeds $ 2,381.0 Less: Underwriter fees 89.1 IPO related expenses (a) 42.3 Redemption of Series A Preferred Stock 1,067.9 Make-whole payment on redemption of Series A Preferred Stock 205.2 Partial redemption of 10.250% New Senior Unsecured Notes and accrued interest 312.0 Call premium on partial redemption of 10.250% New Senior Unsecured Notes 30.8 Cash to balance sheet $ 633.7 (a) Includes payment of $30.0 million to the Originating Sponsors, in connection with the waiver and termination of anti-dilution rights in the Star Parent Partnership Agreement. Also in connection with the IPO transaction, we paid fees of $2.5 million each to THL Managers and entities affiliated with William P. Foley II and Chinh E. Chu (Bilcar and CC Star Holdings, LP, respectively) for services provided. |
Schedule of Assumptions Used in Fair Value Estimations | The assumptions are set forth in the following table: Weighted Average Assumptions Weighted Average Expected Stock Price Volatility 28 % Weighted Average Expected Dividend Yield 0.0 % Weighted Average Expected Life of Option (in years) 3.98 Weighted Average Risk-Free Interest Rate 0.23 % Weighted Average Black Scholes Value $4.99 Weighted Average Exercise Price $22.00 |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) | Feb. 08, 2019USD ($) | Aug. 08, 2018USD ($)shares | Jun. 30, 2020USD ($)segment |
Class of Stock [Line Items] | |||
Consideration received on transaction | $ 1,028,400,000 | ||
Syndication fee / issuance discount | $ 21,600,000 | ||
Number of reportable segments | segment | 2 | ||
Star Parent, L.P. | |||
Class of Stock [Line Items] | |||
Ownership interest (as a percent) | 100.00% | ||
Bridge Facility | Bridge Loan | |||
Class of Stock [Line Items] | |||
Term of debt instrument | 364 days | ||
Credit facility, maximum borrowing capacity | $ 63,000,000 | ||
New Senior Secured Notes | Secured Debt | |||
Class of Stock [Line Items] | |||
Face amount of debt instrument | $ 700,000,000 | ||
Interest rate on debt instrument (as a percent) | 6.875% | ||
New Senior Unsecured Notes | Unsecured Debt | |||
Class of Stock [Line Items] | |||
Face amount of debt instrument | $ 750,000,000 | ||
Interest rate on debt instrument (as a percent) | 10.25% | ||
Secured Debt | New Term Loan Facility | |||
Class of Stock [Line Items] | |||
Term of debt instrument | 7 years | ||
Credit facility, maximum borrowing capacity | $ 2,530,000,000 | ||
Revolving Credit Facility | New Revolving Facility | |||
Class of Stock [Line Items] | |||
Term of debt instrument | 5 years | ||
Credit facility, maximum borrowing capacity | $ 400,000,000 | ||
Common Stock | |||
Class of Stock [Line Items] | |||
Stock issued (shares) | shares | 314,494,968 | ||
Series A Preferred Stock | |||
Class of Stock [Line Items] | |||
Stock issued (shares) | shares | 1,050,000 | ||
Star Parent, L.P. | Dun & Bradstreet Holdings, Inc. | |||
Class of Stock [Line Items] | |||
Ownership interest (as a percent) | 100.00% | ||
Star Parent, L.P. | Class A Units | |||
Class of Stock [Line Items] | |||
Stock/ Units issued during period (shares) | shares | 206,787.3617 | ||
Consideration received on transaction | $ 2,048,400,000 | ||
Syndication fee / issuance discount | $ 19,500,000 | ||
Star Parent, L.P. | Class B Units | |||
Class of Stock [Line Items] | |||
Stock/ Units issued during period (shares) | shares | 6,817.7428 | ||
Star Parent, L.P. | Class C Units | |||
Class of Stock [Line Items] | |||
Stock/ Units issued during period (shares) | shares | 32,987.0078 | ||
Dun & Bradstreet Holdings, Inc. | |||
Class of Stock [Line Items] | |||
Preferred equity | $ 1,050,000,000 | ||
Dun & Bradstreet Holdings, Inc. | Star Intermediate II, LLC | |||
Class of Stock [Line Items] | |||
Ownership interest (as a percent) | 100.00% | ||
Star Intermediate II, LLC | Star Intermediate III, LLC | |||
Class of Stock [Line Items] | |||
Ownership interest (as a percent) | 100.00% | ||
Star Intermediate III, LLC | Dun & Bradstreet | |||
Class of Stock [Line Items] | |||
Ownership interest (as a percent) | 100.00% |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligation (Details) $ in Millions | Jun. 30, 2020USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 2,076 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-07-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 648.8 |
Period of remaining performance obligation | 6 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 650.6 |
Period of remaining performance obligation | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 317.8 |
Period of remaining performance obligation | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 142.9 |
Period of remaining performance obligation | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 66.9 |
Period of remaining performance obligation | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Future revenue | $ 249 |
Period of remaining performance obligation |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Revenue from Contract with Customer [Abstract] | ||
Accounts receivable, net | $ 246.2 | $ 269.3 |
Short-term contract assets | 0.5 | 1 |
Long-term contract assets | 1 | 2.8 |
Short-term deferred revenue | 520.8 | 467.5 |
Long-term deferred revenue | $ 11.8 | $ 7.8 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2020 | Dec. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Increase in deferred revenue during period | $ 57.3 | |
Revenues recognized that were included in deferred revenue | 404.5 | |
Increase in contract asset | (2.3) | |
Contract assets reclassified to receivables | 3.2 | |
Commission assets, net of accumulated amortization | $ 61.5 | $ 47 |
Revenue - Amortization of Commi
Revenue - Amortization of Commission Assets (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Feb. 07, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | |||||
Amortization of commission assets | $ 3.2 | $ 4 | $ 0.8 | $ 7.2 | $ 0.9 |
Restructuring Charge - Narrativ
Restructuring Charge - Narrative (Details) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 07, 2019USD ($) | Jun. 30, 2020USD ($)employee | Jun. 30, 2019USD ($)employee | Jun. 30, 2020USD ($)employee | Jun. 30, 2019USD ($)employee | ||
Restructuring and Related Activities [Abstract] | ||||||
Restructuring charge | [1] | $ 0.1 | $ 6.8 | $ 17.4 | $ 11.3 | $ 35.9 |
Severance costs | $ 0.1 | $ 4.2 | $ 10.7 | $ 6.2 | $ 27.8 | |
Number of employees impacted | employee | 60 | 190 | 100 | 380 | ||
Contract termination, write-down of right-of-use assets and other exit costs | $ 2.6 | $ 6.7 | $ 5.1 | $ 8.1 | ||
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Restructuring Charge - Restruct
Restructuring Charge - Restructuring Reserve and Utilization (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Feb. 07, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Restructuring Reserve [Rollforward] | |||||||
Balance at beginning of period | $ 0 | $ 6.9 | $ 11.1 | $ 17 | $ 0 | $ 11.1 | $ 0 |
Impact of purchase accounting | 3.2 | ||||||
Charge taken during the period | 0.1 | 4.6 | 2 | 17.4 | 18.5 | ||
Payments made during period | (2.1) | (4.4) | (6.2) | (11.8) | (4.7) | (10.6) | (17.2) |
Reclassification related to leases pursuant to the adoption of Topic 842 | (2.4) | ||||||
Balance at end of period | 3.2 | 7.1 | 6.9 | 22.6 | 17 | 7.1 | 22.6 |
Dun & Bradstreet Corp | |||||||
Restructuring Reserve [Rollforward] | |||||||
Balance at beginning of period | 7.6 | 7.6 | 7.6 | ||||
Severance and Termination | |||||||
Restructuring Reserve [Rollforward] | |||||||
Balance at beginning of period | 0 | 3.5 | 6.3 | 16.3 | 0 | 6.3 | 0 |
Impact of purchase accounting | 3.2 | ||||||
Charge taken during the period | 0.1 | 4.2 | 2 | 10.7 | 17.1 | ||
Payments made during period | (1.6) | (3.7) | (4.8) | (11.1) | (4) | ||
Reclassification related to leases pursuant to the adoption of Topic 842 | 0 | ||||||
Balance at end of period | 3.2 | 4 | 3.5 | 15.9 | 16.3 | 4 | 15.9 |
Severance and Termination | Dun & Bradstreet Corp | |||||||
Restructuring Reserve [Rollforward] | |||||||
Balance at beginning of period | 4.7 | 4.7 | 4.7 | ||||
Contract Termination and Other Exit Costs | |||||||
Restructuring Reserve [Rollforward] | |||||||
Balance at beginning of period | 0 | 3.4 | 4.8 | 0.7 | 0 | 4.8 | 0 |
Impact of purchase accounting | 0 | ||||||
Charge taken during the period | 0 | 0.4 | 0 | 6.7 | 1.4 | ||
Payments made during period | (0.5) | (0.7) | (1.4) | (0.7) | (0.7) | ||
Reclassification related to leases pursuant to the adoption of Topic 842 | (2.4) | ||||||
Balance at end of period | 0 | $ 3.1 | $ 3.4 | $ 6.7 | 0.7 | $ 3.1 | 6.7 |
Contract Termination and Other Exit Costs | Dun & Bradstreet Corp | |||||||
Restructuring Reserve [Rollforward] | |||||||
Balance at beginning of period | $ 2.9 | $ 2.9 | $ 2.9 |
Notes Payable and Indebtednes_2
Notes Payable and Indebtedness - Narrative (Details) - USD ($) | Jul. 06, 2020 | Feb. 10, 2020 | Feb. 07, 2020 | Feb. 08, 2019 | Feb. 07, 2019 | Apr. 20, 2018 | Feb. 07, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Apr. 20, 2020 | Dec. 31, 2019 | Apr. 20, 2019 |
Debt Instrument [Line Items] | ||||||||||||
Payment of call premium | $ 0 | $ 800,000 | $ 0 | |||||||||
Unamortized debt issuance costs and discount | 115,100,000 | $ 142,200,000 | ||||||||||
Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Payment of call premium | $ 30,800,000 | |||||||||||
Interest Rate Swap | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term of derivative contract | 3 years | |||||||||||
Notional amount of derivative | $ 300,000,000 | 129,000,000 | $ 129,000,000 | 214,000,000 | $ 214,000,000 | |||||||
Standby Letters of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Contingent liabilities under open standby letters of credit and bank guarantees in favor of third parties | $ 900,000 | $ 1,000,000 | ||||||||||
New Term Loan Facility | Secured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term of debt instrument | 7 years | |||||||||||
Credit facility, maximum borrowing capacity | $ 2,530,000,000 | |||||||||||
New Term Loan Facility | Secured Debt | Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term of debt instrument | 7 years | |||||||||||
Face amount of debt instrument | $ 2,530,000,000 | |||||||||||
Write-off of deferred debt issuance costs and discount | $ 6,200,000 | |||||||||||
Quarterly payment of principal (as a percent) | 1.00% | |||||||||||
Debt issuance costs | 62,100,000 | |||||||||||
Debt discount (premium) | $ 50,600,000 | |||||||||||
Effective interest rate (as a percent) | 4.184% | 6.792% | ||||||||||
Third-party fees | $ 800,000 | |||||||||||
New Term Loan Facility | Secured Debt | Line of Credit | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 4.00% | 5.00% | ||||||||||
New Term Loan Facility | Secured Debt | Line of Credit | LIBOR | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 3.75% | |||||||||||
Increase (decrease) in basis spread on variable rate (as a percent) | (0.25%) | |||||||||||
New Revolving Facility | Revolving Credit Facility | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term of debt instrument | 5 years | |||||||||||
Credit facility, maximum borrowing capacity | $ 400,000,000 | |||||||||||
New Revolving Facility | Revolving Credit Facility | Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term of debt instrument | 5 years | |||||||||||
Credit facility, maximum borrowing capacity | $ 400,000,000 | |||||||||||
Debt issuance costs | $ 9,600,000 | |||||||||||
Effective interest rate (as a percent) | 3.604% | |||||||||||
New Revolving Facility | Revolving Credit Facility | Line of Credit | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 3.50% | 3.25% | ||||||||||
Increase (decrease) in basis spread on variable rate (as a percent) | (0.25%) | |||||||||||
Bridge Facility | Bridge Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Term of debt instrument | 364 days | |||||||||||
Credit facility, maximum borrowing capacity | $ 63,000,000 | |||||||||||
Debt issuance costs | $ 1,500,000 | |||||||||||
Effective interest rate (as a percent) | 5.292% | |||||||||||
Bridge Facility | Bridge Loan | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable rate (as a percent) | 3.50% | |||||||||||
New Senior Secured Notes | Secured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | $ 700,000,000 | |||||||||||
Interest rate on debt instrument (as a percent) | 6.875% | |||||||||||
Debt issuance costs | $ 17,900,000 | |||||||||||
New Senior Unsecured Notes | Unsecured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Face amount of debt instrument | $ 750,000,000 | |||||||||||
Interest rate on debt instrument (as a percent) | 10.25% | |||||||||||
Write-off of deferred debt issuance costs and discount | $ 10,500,000 | |||||||||||
Payment of call premium | $ 30,800,000 | |||||||||||
Debt issuance costs | $ 31,600,000 | |||||||||||
New Senior Unsecured Notes | Unsecured Debt | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of unsecured debt | $ 300,000,000 | |||||||||||
Proportion of redemption of debt instrument (as a percent) | 40.00% | |||||||||||
Predecessor Revolving Credit Facility & Predecessor Term Loan Facility | Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Repayments of debt | $ 25,100,000 | |||||||||||
Unamortized debt issuance costs and discount | $ 0 | $ 6,600,000 | $ 6,600,000 | |||||||||
Predecessor Revolving Credit Facility | Revolving Credit Facility | Line of Credit | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Weighted-average interest rate (as a percent) | 3.66% | 3.66% | ||||||||||
Predecessor Term Loan Facility | Secured Debt | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Effective interest rate (as a percent) | 4.00% | 4.00% |
Notes Payable and Indebtednes_3
Notes Payable and Indebtedness - Summary (Details) $ in Millions | 6 Months Ended | ||
Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Feb. 08, 2019 | |
Debt Maturing Within One Year: | |||
Principal amount, current maturities of long-term debt | $ 325.3 | ||
Principal Amount | $ 82 | ||
Debt Issuance Costs and Discount* | 0 | 0.1 | |
Carrying value, current maturities of long-term debt | 325.3 | ||
Carrying Value | 325.3 | 81.9 | |
Debt Maturing After One Year: | |||
Principal Amount | 3,735.9 | 3,961 | |
Debt Issuance Costs and Discount* | 115.1 | 142.1 | |
Carrying Value | 3,620.8 | 3,818.9 | |
Total debt | |||
Principal amount, long-term debt | 4,061.2 | ||
Principal amount, long-term and short-term debt | 4,043 | ||
Debt Issuance Costs and Discount | 115.1 | 142.2 | |
Carrying Value | 3,946.1 | ||
Carrying Value | 3,900.8 | ||
New Senior Unsecured Notes | Unsecured Debt - Current | |||
Debt Maturing Within One Year: | |||
Principal amount, current maturities of long-term debt | 300 | 0 | |
Debt Issuance Costs and Discount* | 0 | 0 | |
Carrying value, current maturities of long-term debt | 300 | 0 | |
New Senior Unsecured Notes | Unsecured Debt Excluding Current Maturities | |||
Debt Maturing After One Year: | |||
Principal Amount | 450 | 750 | |
Debt Issuance Costs and Discount* | 15.7 | 28 | |
Carrying Value | 434.3 | 722 | |
New Senior Unsecured Notes | Unsecured Debt | |||
Total debt | |||
Interest rate on debt instrument (as a percent) | 10.25% | ||
Bridge Facility | Bridge Loan | |||
Debt Maturing Within One Year: | |||
Principal amount, short-term debt | 63 | ||
Debt Issuance Costs and Discount* | 0.1 | ||
Carrying value, short-term debt | 62.9 | ||
New Term Loan Facility | Line of Credit | |||
Debt Maturing After One Year: | |||
Principal Amount | 2,498.4 | 2,511 | |
Debt Issuance Costs and Discount* | 84.6 | 98.3 | |
Carrying Value | 2,413.8 | 2,412.7 | |
New Term Loan Facility | Line of Credit | Secured Debt | |||
Debt Maturing Within One Year: | |||
Principal amount, current maturities of long-term debt | 25.3 | 19 | |
Debt Issuance Costs and Discount* | 0 | 0 | |
Carrying value, current maturities of long-term debt | 25.3 | 19 | |
New Revolving Facility | Line of Credit | Revolving Credit Facility | |||
Debt Maturing After One Year: | |||
Principal Amount | 87.5 | 0 | |
Debt Issuance Costs and Discount* | 0 | 0 | |
Carrying Value | $ 87.5 | 0 | |
Total debt | |||
Maximum ratio of first lien net indebtedness to consolidated EBITDA | 6.75 | ||
Applicable threshold for maximum ratio of first lien net indebtedness to consolidated EBITDA (as a percent) | 35.00% | ||
New Senior Secured Notes | Secured Debt | |||
Debt Maturing After One Year: | |||
Principal Amount | $ 700 | 700 | |
Debt Issuance Costs and Discount* | 14.8 | 15.8 | |
Carrying Value | $ 685.2 | $ 684.2 | |
Total debt | |||
Interest rate on debt instrument (as a percent) | 6.875% |
Notes Payable and Indebtednes_4
Notes Payable and Indebtedness - Maturities and Interest Payments (Details) $ in Millions | Jun. 30, 2020USD ($) |
Rest of 2020 | |
Principal | $ 312.7 |
Interest | 110 |
Total Debt | 422.7 |
2021 | |
Principal | 25.3 |
Interest | 195 |
Total Debt | 220.3 |
2022 | |
Principal | 25.3 |
Interest | 194.1 |
Total Debt | 219.4 |
2023 | |
Principal | 25.3 |
Interest | 193.1 |
Total Debt | 218.4 |
2024 | |
Principal | 112.8 |
Interest | 189.5 |
Total Debt | 302.3 |
Thereafter | |
Principal | 3,559.8 |
Interest | 315.3 |
Total Debt | 3,875.1 |
Total | |
Principal amount, long-term debt | 4,061.2 |
Interest | 1,197 |
Total Debt | $ 5,258.2 |
Other Assets and Liabilities -
Other Assets and Liabilities - Other Non-Current Assets (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Other Assets and Other Liabilities [Abstract] | ||
Right of use assets | $ 78.3 | $ 87.9 |
Prepaid pension assets | 14.7 | 9.9 |
Investments | 26.8 | 23.7 |
Other non-current assets | 10.9 | 13.1 |
Total | $ 130.7 | $ 134.6 |
Other Assets and Liabilities _2
Other Assets and Liabilities - Other Accrued and Current Liabilities (Details) - USD ($) $ in Millions | Jul. 06, 2020 | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Restructuring accruals | $ 7.1 | $ 11.1 | |
Operating expenses accruals | 57.4 | 58.7 | |
Accrued interest expense | 47.5 | 49.3 | |
Short term lease liability | 23.3 | 22.4 | |
Other accrued liabilities | 56.2 | 25.8 | |
Total | $ 191.5 | $ 167.3 | |
New Senior Unsecured Notes | Unsecured Debt | Subsequent Event | |||
Debt Instrument [Line Items] | |||
Proportion of redemption of debt instrument (as a percent) | 40.00% |
Other Assets and Liabilities _3
Other Assets and Liabilities - Other Non-Current Liabilities (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Other Assets and Other Liabilities [Abstract] | ||
Deferred revenue - long term | $ 11.8 | $ 7.8 |
U.S. tax liability associated with the 2017 Act | 49.8 | 55 |
Long term lease liability | 62.4 | 71.2 |
Other | 7.1 | 3.7 |
Total | $ 131.1 | $ 137.7 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 07, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Income Tax Disclosure [Abstract] | ||||||
Effective tax rate (as a percent) | 26.70% | 13.60% | 26.70% | 50.20% | 18.00% | |
Income tax benefit | [1] | $ 27.5 | $ 27.5 | $ 23.1 | $ 101.8 | $ 60.1 |
Income (loss) before provision (benefit) for income taxes and equity in net income of affiliates | [1] | $ (102.8) | $ (201.9) | $ (86.4) | (202.9) | $ (333.1) |
Net benefit from CARES Act | $ 53.7 | |||||
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Pension and Postretirement Be_3
Pension and Postretirement Benefits - Components of Net Periodic (Income) Cost Associated with Pension Plans and Postretirement Benefit Obligations (Details) - USD ($) | Feb. 08, 2019 | Feb. 07, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Defined Benefit Plan Disclosure [Line Items] | ||||||
Amortization of Prior Service Cost (Credit) | $ 0 | |||||
Pension Plans | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Service cost | $ 300,000 | $ 500,000 | $ 400,000 | $ 900,000 | $ 600,000 | |
Interest cost | 6,800,000 | 10,400,000 | 13,100,000 | 20,900,000 | 20,400,000 | |
Expected return on plan assets | (10,600,000) | (21,800,000) | (23,300,000) | (43,700,000) | (36,200,000) | |
Amortization of Prior Service Cost (Credit) | 0 | 0 | 0 | 0 | 0 | |
Recognized actuarial loss (gain) | 4,000,000 | 0 | 0 | 0 | 0 | |
Net periodic cost (income) | 500,000 | (10,900,000) | (9,800,000) | (21,900,000) | (15,200,000) | |
Postretirement Benefit Obligations | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Service cost | 0 | 0 | 0 | 0 | 0 | |
Interest cost | 0 | 0 | 100,000 | 0 | 100,000 | |
Expected return on plan assets | 0 | 0 | 0 | 0 | 0 | |
Amortization of Prior Service Cost (Credit) | (100,000) | (100,000) | 0 | (200,000) | 0 | |
Recognized actuarial loss (gain) | (100,000) | 0 | 0 | 0 | 0 | |
Net periodic cost (income) | $ (200,000) | $ (100,000) | $ 100,000 | $ (200,000) | $ 100,000 |
Pension and Postretirement Be_4
Pension and Postretirement Benefits - Narrative (Details) - USD ($) | Feb. 08, 2019 | Mar. 31, 2019 | Feb. 07, 2019 | Jan. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Postemployment Benefits [Abstract] | ||||||
Pension settlement payments | $ 105,900,000 | $ 190,500,000 | $ 190,500,000 | $ 0 | $ 105,900,000 | |
Pension settlement charge | $ 85,800,000 | $ 0 | $ 0 | |||
Unrecognized actuarial gains (losses) | $ 0 |
Financial Instruments - Narrati
Financial Instruments - Narrative (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Apr. 20, 2020 | Dec. 31, 2019 | Apr. 20, 2019 | Apr. 20, 2018 |
Foreign Exchange Contract | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notional amount of derivative | $ 102.4 | $ 152 | |||
Interest Rate Swap | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Notional amount of derivative | $ 129 | $ 129 | $ 214 | $ 214 | $ 300 |
Financial Instruments - Fair Va
Financial Instruments - Fair Values of Derivative Instruments in Consolidated Balance Sheet (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 0.6 | $ 1.6 |
Liability Derivatives | 210.1 | 176.9 |
Derivatives designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 0 |
Liability Derivatives | 2.6 | 1.9 |
Derivatives designated as hedging instruments | Other Current Assets | Interest rate contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 0 |
Derivatives designated as hedging instruments | Other Accrued & Current Liabilities | Interest rate contracts | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 2.6 | 1.9 |
Derivatives not designated as hedging instruments | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0.6 | 1.6 |
Liability Derivatives | 207.5 | 175 |
Derivatives not designated as hedging instruments | Other Current Assets | Make-whole derivative liability | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 0 |
Derivatives not designated as hedging instruments | Other Current Assets | Foreign exchange forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0.6 | 1.6 |
Derivatives not designated as hedging instruments | Other Accrued & Current Liabilities | Foreign exchange forward contracts | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 2.3 | 2.6 |
Derivatives not designated as hedging instruments | Make-whole derivative liability | Make-whole derivative liability | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 205.2 | $ 172.4 |
Financial Instruments - Effect
Financial Instruments - Effect of Derivative Instruments on Consolidated Statement of Operations and Comprehensive Income (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Feb. 07, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Interest rate contracts | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain or (Loss) Recognized in OCI on Derivative | $ 0 | $ 0.7 | $ (1.5) | $ (0.7) | $ (2.2) |
Interest rate contracts | Interest Expense | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain or (Loss) Reclassified from Accumulated OCI Into Income | 0 | (0.8) | (0.1) | (1.3) | (0.1) |
Make-whole derivative liability | Non-Operating Income (Expenses) – Net | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain (Loss) Recognized in Income on Derivatives | 0 | (102.6) | 0 | (32.8) | 0 |
Foreign exchange forward contracts | Non-Operating Income (Expenses) – Net | |||||
Derivative Instruments, Gain (Loss) [Line Items] | |||||
Amount of Gain (Loss) Recognized in Income on Derivatives | $ 1.8 | $ (0.7) | $ (6.1) | $ (0.7) | $ (4.6) |
Financial Instruments - Assets
Financial Instruments - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Assets: | ||
Cash equivalents | $ 3.2 | $ 4.1 |
Foreign exchange forwards | ||
Assets: | ||
Derivative asset | 0.6 | 1.6 |
Liabilities: | ||
Derivative Liability | 2.3 | 2.6 |
Swap arrangements | ||
Liabilities: | ||
Derivative Liability | 2.6 | 1.9 |
Make-whole derivative liability | ||
Liabilities: | ||
Derivative Liability | 205.2 | 172.4 |
Quoted Prices in Active Markets for Identical Assets (Level I) | ||
Assets: | ||
Cash equivalents | 3.2 | 4.1 |
Quoted Prices in Active Markets for Identical Assets (Level I) | Foreign exchange forwards | ||
Assets: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative Liability | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level I) | Swap arrangements | ||
Liabilities: | ||
Derivative Liability | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level I) | Make-whole derivative liability | ||
Liabilities: | ||
Derivative Liability | 0 | 0 |
Significant Other Observable Inputs (Level II) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Significant Other Observable Inputs (Level II) | Foreign exchange forwards | ||
Assets: | ||
Derivative asset | 0.6 | 1.6 |
Liabilities: | ||
Derivative Liability | 2.3 | 2.6 |
Significant Other Observable Inputs (Level II) | Swap arrangements | ||
Liabilities: | ||
Derivative Liability | 2.6 | 1.9 |
Significant Other Observable Inputs (Level II) | Make-whole derivative liability | ||
Liabilities: | ||
Derivative Liability | 0 | 0 |
Significant Unobservable Inputs (Level III) | ||
Assets: | ||
Cash equivalents | 0 | 0 |
Significant Unobservable Inputs (Level III) | Foreign exchange forwards | ||
Assets: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative Liability | 0 | 0 |
Significant Unobservable Inputs (Level III) | Swap arrangements | ||
Liabilities: | ||
Derivative Liability | 0 | 0 |
Significant Unobservable Inputs (Level III) | Make-whole derivative liability | ||
Liabilities: | ||
Derivative Liability | $ 205.2 | $ 172.4 |
Financial Instruments - Carryin
Financial Instruments - Carrying Amount and Estimated Fair Value of Asset (Liability) (Details) - USD ($) $ in Millions | Jun. 30, 2020 | Dec. 31, 2019 |
Carrying Amount | Short-term and Long-term Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure of debt instrument | $ 1,419.5 | $ 1,469.1 |
Carrying Amount | New Revolving Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure of debt instrument | 87.5 | 0 |
Carrying Amount | New Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure of debt instrument | 2,439.1 | 2,431.7 |
Fair Value | Short-term and Long-term Debt | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure of debt instrument | 1,645 | 1,811.8 |
Fair Value | New Revolving Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure of debt instrument | 85.5 | 0 |
Fair Value | New Term Loan Facility | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure of debt instrument | $ 2,456.2 | $ 2,456.3 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Summary (Details) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended | |
Feb. 07, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | $ (13.5) | $ 1,577.7 | $ (13.5) |
Other comprehensive income (loss) before reclassifications | 68.2 | (14.2) | (18.4) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 2.8 | (0.1) | 0 |
Balance at end of period | (681.9) | 1,389 | 1,812 |
Dun & Bradstreet Corp | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (689.9) | (689.9) | |
Total | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | 0 | (23.5) | 0 |
Balance at end of period | (983.1) | (37.8) | (18.4) |
Total | Dun & Bradstreet Corp | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (1,054.1) | (1,054.1) | |
Foreign Currency Translation Adjustments | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | 0 | (6.6) | 0 |
Other comprehensive income (loss) before reclassifications | 5.7 | (13.7) | (16.8) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 0 | 0 | 0 |
Balance at end of period | (229.8) | (20.3) | (16.8) |
Foreign Currency Translation Adjustments | Dun & Bradstreet Corp | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (235.5) | (235.5) | |
Defined Benefit Pension Plans | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | 0 | (15.8) | 0 |
Other comprehensive income (loss) before reclassifications | 62.6 | 0 | 0 |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 2.8 | (0.1) | 0 |
Balance at end of period | (752.9) | (15.9) | 0 |
Defined Benefit Pension Plans | Dun & Bradstreet Corp | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | (818.3) | (818.3) | |
Derivative Financial Instruments | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | 0 | (1.1) | 0 |
Other comprehensive income (loss) before reclassifications | (0.1) | (0.5) | (1.6) |
Amounts reclassified from accumulated other comprehensive loss, net of tax | 0 | 0 | 0 |
Balance at end of period | (0.4) | $ (1.6) | (1.6) |
Derivative Financial Instruments | Dun & Bradstreet Corp | |||
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward] | |||
Balance at beginning of period | $ (0.3) | $ (0.3) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) - Reclassifications (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 07, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Reclassifications out of AOCI [Line Items] | ||||||
Other Income (Expense)- Net | [1] | $ (86) | $ (122.7) | $ 8.1 | $ (32.7) | $ 12.3 |
Tax benefit (expense) | [1] | 27.5 | 27.5 | 23.1 | 101.8 | 60.1 |
Total after tax | [1] | (74.8) | (173.8) | (60.5) | (99.9) | (270.1) |
Reclassification out of Accumulated Other Comprehensive Income | ||||||
Reclassifications out of AOCI [Line Items] | ||||||
Total before tax | 3.8 | 0 | 0 | (0.1) | 0 | |
Tax benefit (expense) | (1) | 0 | 0 | 0 | 0 | |
Total after tax | 2.8 | 0 | 0 | (0.1) | 0 | |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | 2.8 | 0 | 0 | (0.1) | 0 | |
Amortization of prior service costs | Reclassification out of Accumulated Other Comprehensive Income | ||||||
Reclassifications out of AOCI [Line Items] | ||||||
Other Income (Expense)- Net | (0.1) | 0 | 0 | (0.1) | 0 | |
Amortization of actuarial gain/loss | Reclassification out of Accumulated Other Comprehensive Income | ||||||
Reclassifications out of AOCI [Line Items] | ||||||
Other Income (Expense)- Net | $ 3.9 | $ 0 | $ 0 | $ 0 | $ 0 | |
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Take-Private Transaction - Narr
Take-Private Transaction - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 08, 2019 | Jun. 19, 2018 | Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Feb. 07, 2019 | Dec. 31, 2018 |
Business Acquisition [Line Items] | |||||||||
Cash value per share of stock repurchased and retired during period (USD per share) | $ 145 | ||||||||
Transaction costs | $ 0.2 | ||||||||
Line of Credit | Five-Year Credit Agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Term of debt instrument | 5 years | ||||||||
Senior Notes | Senior Notes due 2020 | |||||||||
Business Acquisition [Line Items] | |||||||||
Interest rate on debt instrument (as a percent) | 4.00% | ||||||||
Repurchased face amount of debt instrument | $ 300 | ||||||||
Senior Notes | Senior Notes Due 2022 | |||||||||
Business Acquisition [Line Items] | |||||||||
Interest rate on debt instrument (as a percent) | 4.37% | ||||||||
Repurchased face amount of debt instrument | $ 300 | ||||||||
Dun & Bradstreet | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock price (USD per share) | $ 145 | ||||||||
Take Private Acquisition, Dun & Bradstreet | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash consideration transferred from issuance of common and preferred shares | $ 3,076.8 | ||||||||
Borrowings from notes issuances and Credit Facilities | 4,043 | ||||||||
Consideration transferred | 6,068.7 | ||||||||
Amounts paid to equity holders | 5,431.2 | $ 5,431.2 | $ 5,431.2 | ||||||
Debt repayment | $ 637.5 | 637.5 | 637.5 | ||||||
Transaction costs | $ 52 | ||||||||
Reduction of goodwill | $ 10 | $ 10 | |||||||
Weighted-average useful life of acquired intangible assets | 16 years 6 months | ||||||||
Take Private Acquisition, Dun & Bradstreet | Star Merger Sub, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Transaction costs | $ 147.4 | $ 13 | |||||||
Take Private Acquisition, Dun & Bradstreet | Minimum | |||||||||
Business Acquisition [Line Items] | |||||||||
Useful lives of intangible assets | 8 years | ||||||||
Take Private Acquisition, Dun & Bradstreet | Maximum | |||||||||
Business Acquisition [Line Items] | |||||||||
Useful lives of intangible assets | 17 years |
Take-Private Transaction - Purc
Take-Private Transaction - Purchase Price Allocation (Details) - USD ($) $ in Millions | 6 Months Ended | 11 Months Ended | 12 Months Ended | |||||
Jun. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2019 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Feb. 08, 2019 | Dec. 31, 2018 | |
Preliminary Purchase Price Allocation: | ||||||||
Goodwill | $ 2,848 | $ 2,840.1 | $ 2,840.1 | $ 2,850.8 | $ 2,792.6 | $ 2,797.6 | $ 773.5 | $ 0 |
Take Private Acquisition, Dun & Bradstreet | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted Average Amortization Period (years) | 16 years 6 months | |||||||
Preliminary Purchase Price Allocation: | ||||||||
Cash | 117.7 | 117.7 | 117.7 | |||||
Accounts receivable | 266.1 | 266.1 | 267.8 | |||||
Other | 46.4 | 46.4 | 46.8 | |||||
Total current assets | 430.2 | 430.2 | 432.3 | |||||
Goodwill | 2,787.6 | 2,787.6 | 2,797.6 | |||||
Property, plant & equipment | 30.3 | 30.3 | 30.3 | |||||
Right of use asset | 111.3 | 111.3 | 103.9 | |||||
Other | 34.3 | 34.3 | 34.4 | |||||
Total assets acquired | 9,386.3 | 9,386.3 | 9,333.3 | |||||
Accounts payable | 74.2 | 74.2 | 74.2 | |||||
Deferred revenue | 397.8 | 397.8 | 398.4 | |||||
Accrued liabilities | 237.8 | 237.8 | 240.1 | |||||
Short-term pension and other accrued benefits | 106 | 106 | 106 | |||||
Other current liabilities | 45.8 | 45.8 | 41.1 | |||||
Total current liabilities | 861.6 | 861.6 | 859.8 | |||||
Long-term pension and postretirement obligations | 221 | 221 | 213.6 | |||||
Deferred tax liability | 1,380.6 | 1,380.6 | 1,388.3 | |||||
Long-term debt | 625.1 | 625.1 | 625.1 | |||||
Other liabilities | 169 | 169 | 161 | |||||
Total liabilities assumed | 3,257.3 | 3,257.3 | 3,247.8 | |||||
Non-controlling interest | 60.3 | 60.3 | 16.8 | |||||
Less: debt repayment | 637.5 | 637.5 | 637.5 | |||||
Amounts paid to equity holders | 5,431.2 | 5,431.2 | 5,431.2 | |||||
Measurement Period Adjustments | ||||||||
Accounts receivable | (1.7) | |||||||
Other | (0.4) | |||||||
Total current assets | (2.1) | |||||||
Goodwill | (10) | (10) | ||||||
Right of use asset | 7.4 | |||||||
Other | (0.1) | |||||||
Total assets acquired | 53 | |||||||
Deferred revenue | (0.6) | |||||||
Accrued liabilities | (2.3) | |||||||
Other current liabilities | 4.7 | |||||||
Total current liabilities | 1.8 | |||||||
Long-term pension and postretirement obligations | 7.4 | |||||||
Deferred tax liability | (7.7) | |||||||
Other liabilities | 8 | |||||||
Total liabilities assumed | 9.5 | |||||||
Non-controlling interest | 43.5 | |||||||
Take Private Acquisition, Dun & Bradstreet | Trademark | ||||||||
Preliminary Purchase Price Allocation: | ||||||||
Intangible assets | 1,275.8 | 1,275.8 | 1,200.8 | |||||
Measurement Period Adjustments | ||||||||
Intangible assets | 75 | |||||||
Take Private Acquisition, Dun & Bradstreet | Customer relationships | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted Average Amortization Period (years) | 16 years 10 months 24 days | |||||||
Preliminary Purchase Price Allocation: | ||||||||
Intangible assets | 2,388.5 | 2,388.5 | 2,589 | |||||
Measurement Period Adjustments | ||||||||
Intangible assets | (200.5) | |||||||
Take Private Acquisition, Dun & Bradstreet | Partnership agreements | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted Average Amortization Period (years) | 14 years 3 months 18 days | |||||||
Preliminary Purchase Price Allocation: | ||||||||
Intangible assets | 230.3 | 230.3 | 0 | |||||
Measurement Period Adjustments | ||||||||
Intangible assets | 230.3 | |||||||
Take Private Acquisition, Dun & Bradstreet | Computer software | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted Average Amortization Period (years) | 7 years 9 months 18 days | |||||||
Preliminary Purchase Price Allocation: | ||||||||
Intangible assets | 376 | 376 | 376 | |||||
Take Private Acquisition, Dun & Bradstreet | Database | ||||||||
Business Acquisition [Line Items] | ||||||||
Weighted Average Amortization Period (years) | 17 years | |||||||
Preliminary Purchase Price Allocation: | ||||||||
Intangible assets | 1,722 | $ 1,722 | $ 1,769 | |||||
Measurement Period Adjustments | ||||||||
Intangible assets | $ (47) |
Take-Private Transaction - Pro
Take-Private Transaction - Pro Forma Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 07, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Business Acquisition [Line Items] | ||||||
Revenue | [1] | $ 178.7 | $ 420.6 | $ 398.9 | $ 815.9 | $ 573 |
Pro forma revenue | 181.6 | 405.9 | 584.1 | |||
Pro forma adjustments - net of tax effect | ||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | $ (77) | (113.3) | (343) | |||
Dun & Bradstreet | ||||||
Business Acquisition [Line Items] | ||||||
Revenue | 0 | 178.7 | ||||
Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc.(Successor) | 0 | (75.6) | ||||
Take Private Acquisition, Dun & Bradstreet | ||||||
Business Acquisition [Line Items] | ||||||
Revenue | 398.9 | 573 | ||||
Pro forma revenue | 437.5 | 811.8 | ||||
Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc.(Successor) | (94) | (321.9) | ||||
Pro forma adjustments - net of tax effect | ||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | (73.8) | (196.3) | ||||
Take Private Acquisition, Dun & Bradstreet | Deferred revenue fair value adjustment | ||||||
Business Acquisition [Line Items] | ||||||
Revenue | 38.6 | 60.1 | ||||
Pro forma adjustments - net of tax effect | ||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | 30 | 46.7 | ||||
Take Private Acquisition, Dun & Bradstreet | Incremental amortization of intangibles | ||||||
Pro forma adjustments - net of tax effect | ||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | (6.8) | (37.2) | ||||
Take Private Acquisition, Dun & Bradstreet | Amortization of deferred commissions | ||||||
Pro forma adjustments - net of tax effect | ||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | (3.3) | (4.6) | ||||
Take Private Acquisition, Dun & Bradstreet | Transaction costs | ||||||
Pro forma adjustments - net of tax effect | ||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | 0 | 154.9 | ||||
Take Private Acquisition, Dun & Bradstreet | Pension expense adjustment | ||||||
Pro forma adjustments - net of tax effect | ||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | 0 | 69.5 | ||||
Take Private Acquisition, Dun & Bradstreet | Equity-based compensation adjustment | ||||||
Pro forma adjustments - net of tax effect | ||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | 0 | 8.1 | ||||
Take Private Acquisition, Dun & Bradstreet | Preferred dividend adjustment | ||||||
Pro forma adjustments - net of tax effect | ||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | 0 | (14.6) | ||||
Take Private Acquisition, Dun & Bradstreet | Incremental interest expense and facility cost adjustment | ||||||
Pro forma adjustments - net of tax effect | ||||||
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) | $ 0.3 | $ (21.6) | ||||
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Millions | Mar. 11, 2020 | Jan. 07, 2020 | Jul. 01, 2019 | Sep. 11, 2020 | Mar. 31, 2020 |
Business Acquisition [Line Items] | |||||
Transaction costs | $ 0.2 | ||||
Orb | |||||
Business Acquisition [Line Items] | |||||
Ownership interest acquired (as a percent) | 100.00% | ||||
Consideration transferred | $ 11.5 | ||||
coAction.com | |||||
Business Acquisition [Line Items] | |||||
Consideration transferred | $ 9.6 | ||||
Payments to acquire business | $ 4.8 | ||||
coAction.com | Forecast | |||||
Business Acquisition [Line Items] | |||||
Payments to acquire business | $ 4.8 | ||||
Lattice | |||||
Business Acquisition [Line Items] | |||||
Ownership interest acquired (as a percent) | 100.00% | ||||
Consideration transferred | $ 127 |
Acquisitions - Purchase Price A
Acquisitions - Purchase Price Allocation (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Feb. 08, 2019 | Dec. 31, 2018 | |
Preliminary Purchase Price Allocation: | ||||||||
Goodwill | $ 2,848 | $ 2,848 | $ 2,850.8 | $ 2,840.1 | $ 2,792.6 | $ 2,797.6 | $ 773.5 | $ 0 |
Orb Intelligence & coAction.com | ||||||||
Preliminary Purchase Price Allocation: | ||||||||
Cash | 0.5 | 0.5 | 0.5 | |||||
Accounts receivable | 0.3 | 0.3 | 0.3 | |||||
Other | 0.4 | 0.4 | 0.2 | |||||
Total current assets | 1.2 | 1.2 | 1 | |||||
Goodwill | 10.7 | 10.7 | 10.7 | |||||
Deferred tax asset | 0.4 | 0.4 | 0.4 | |||||
Total assets acquired | 21.5 | 21.5 | 21.3 | |||||
Total liabilities assumed | 0.4 | 0.4 | 0.2 | |||||
Total purchase price | 21.1 | $ 21.1 | 21.1 | |||||
Measurement Period Adjustments | ||||||||
Other | 0.2 | |||||||
Total current assets | 0.2 | |||||||
Total assets acquired | 0.2 | |||||||
Total liabilities assumed | 0.2 | |||||||
Customer relationships | Orb Intelligence & coAction.com | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortization Life (years) | 7 years | |||||||
Preliminary Purchase Price Allocation: | ||||||||
Intangible assets | 2.4 | $ 2.4 | 2.4 | |||||
Technology | Orb Intelligence & coAction.com | ||||||||
Business Acquisition [Line Items] | ||||||||
Amortization Life (years) | 11 years | |||||||
Preliminary Purchase Price Allocation: | ||||||||
Intangible assets | $ 6.8 | $ 6.8 | $ 6.8 |
Acquisitions - Pro Forma Inform
Acquisitions - Pro Forma Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 07, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Business Acquisition [Line Items] | ||||||
Revenue | [1] | $ 178.7 | $ 420.6 | $ 398.9 | $ 815.9 | $ 573 |
Pro forma revenue | 181.6 | 405.9 | 584.1 | |||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | [1] | (75.6) | $ (207.1) | (94) | $ (165.6) | (321.9) |
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | (77) | $ (113.3) | $ (343) | |||
Blended statutory tax rate assumed (as a percent) | 22.30% | 22.30% | ||||
Pre-acquisition net loss | ||||||
Business Acquisition [Line Items] | ||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | (1) | $ (18.4) | $ (19.7) | |||
Intangible amortization - net of tax benefits | ||||||
Business Acquisition [Line Items] | ||||||
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | (0.4) | (0.9) | (1.4) | |||
Lattice | ||||||
Business Acquisition [Line Items] | ||||||
Revenue | $ 2.9 | $ 7 | $ 11.1 | |||
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Goodwill and Other Intangible_2
Goodwill and Other Intangibles - Computer Software and Goodwill (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |||
Feb. 08, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | |
Computer Software | |||||
Balance at beginning of period | $ 0 | $ 381.1 | $ 379.8 | $ 372 | $ 0 |
Acquisitions | 0 | 376 | |||
Additions at cost | 5 | 28.3 | 17.4 | 17 | 4.2 |
Amortization | (6.8) | (16.8) | (15.9) | (13.4) | (8.6) |
Other | 0.1 | (0.7) | (3.5) | 0.4 | |
Write-off | (0.1) | (0.2) | |||
Balance at end of period | 132.1 | 391.8 | 381.1 | 372.1 | 372 |
Goodwill | |||||
Balance at beginning of period | 0 | 2,850.8 | 2,840.1 | 2,797.6 | 0 |
Acquisitions | 10.7 | 2,797.6 | |||
Other | 2.7 | (2.8) | (5) | 0 | |
Balance at end of period | 773.5 | $ 2,848 | $ 2,850.8 | $ 2,792.6 | 2,797.6 |
Dun & Bradstreet Corp | |||||
Computer Software | |||||
Balance at beginning of period | 133.8 | 133.8 | |||
Goodwill | |||||
Balance at beginning of period | $ 770.8 | $ 770.8 |
Goodwill and Other Intangible_3
Goodwill and Other Intangibles - Other Intangibles (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | |||
Feb. 07, 2019 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | |
Finite-lived Intangible Assets [Roll Forward] | |||||
Amortization | $ (3.2) | $ (113.5) | $ (116.1) | $ (121) | $ (70.7) |
Total | |||||
Balance at beginning of period | 0 | 5,143.4 | 5,251.4 | 5,488.1 | 0 |
Acquisition | 9.2 | 5,558.8 | |||
Additions | 0.1 | 0.2 | 0.1 | 0.2 | |
Amortization | (3.2) | (113.5) | (116.1) | (121) | (70.7) |
Other | 0.1 | (7.8) | (1.2) | (6) | |
Balance at end of period | 281.1 | 5,022.3 | 5,143.4 | 5,361.3 | 5,488.1 |
Dun & Bradstreet Corp | |||||
Total | |||||
Balance at beginning of period | 284.1 | 284.1 | |||
Other Indefinite-Lived Intangibles | |||||
Indefinite-lived Intangible Assets [Roll Forward] | |||||
Balance at beginning of period | 0 | 1,275.8 | 1,275.8 | 1,200.8 | 0 |
Acquisition | 0 | 1,200.8 | |||
Additions | 0 | 0 | 0 | 0 | |
Other | 0 | 0 | 0 | 0 | |
Balance at end of period | 158.4 | 1,275.8 | 1,275.8 | 1,200.8 | 1,200.8 |
Other Indefinite-Lived Intangibles | Dun & Bradstreet Corp | |||||
Indefinite-lived Intangible Assets [Roll Forward] | |||||
Balance at beginning of period | 158.4 | 158.4 | |||
Customer Relationships | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at beginning of period | 0 | 2,099.2 | 2,162.1 | 2,547 | 0 |
Additions | 0 | 0 | 0 | 0 | |
Acquisition | 2.4 | 2,589 | |||
Amortization | (1.7) | (63.3) | (65.1) | (71.9) | (42) |
Other | 0.1 | (2.5) | (0.2) | (6) | |
Balance at end of period | 74.1 | 2,033.4 | 2,099.2 | 2,469.1 | 2,547 |
Total | |||||
Amortization | (1.7) | (63.3) | (65.1) | (71.9) | (42) |
Customer Relationships | Dun & Bradstreet Corp | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at beginning of period | 75.7 | 75.7 | |||
Database and Other | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at beginning of period | 0 | 1,768.4 | 1,813.5 | 1,740.3 | 0 |
Additions | 0.1 | 0.2 | 0.1 | 0.2 | |
Acquisition | 6.8 | 1,769 | |||
Amortization | (1.5) | (50.2) | (51) | (49.1) | (28.7) |
Other | 0 | (5.3) | (1) | 0 | |
Balance at end of period | 48.6 | 1,713.1 | 1,768.4 | 1,691.4 | 1,740.3 |
Total | |||||
Amortization | (1.5) | $ (50.2) | $ (51) | $ (49.1) | (28.7) |
Database and Other | Dun & Bradstreet Corp | |||||
Finite-lived Intangible Assets [Roll Forward] | |||||
Balance at beginning of period | $ 50 | $ 50 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 6 Months Ended |
Jun. 30, 2020segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information - Summary (
Segment Information - Summary (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 07, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Segment Reporting Information [Line Items] | ||||||
Revenue | [1] | $ 178.7 | $ 420.6 | $ 398.9 | $ 815.9 | $ 573 |
Adjusted EBITDA | 66.3 | 176.1 | 148.5 | 309.5 | 189.1 | |
Depreciation and amortization | [1] | (11.1) | (132.6) | (136.8) | (266.9) | (217.3) |
Interest expense - net | (5.2) | (77.8) | (85.4) | (160.5) | (133.4) | |
Dividends allocated to preferred stockholders | [1] | 0 | (32.1) | (32) | (64.1) | (49.9) |
Benefit for income taxes - net | [1] | 27.5 | 27.5 | 23.1 | 101.8 | 60.1 |
Other income (expense) - net | [1] | (86) | (122.7) | 8.1 | (32.7) | 12.3 |
Equity in net income of affiliates | [1] | 0.5 | 0.6 | 2.8 | 1.2 | 2.9 |
Net income (loss) attributable to non-controlling interest | [1] | (0.8) | (1.2) | (1.5) | (1.6) | (1.9) |
Lag adjustment | (2.7) | 0 | 0 | 0 | 0 | |
Other incremental or reduced expenses from the application of purchase accounting | 0 | 4.9 | 6.4 | 9.9 | 10.5 | |
Equity-based compensation | (11.7) | (25.1) | (3.7) | (28.9) | (4.2) | |
Restructuring charges | [1] | (0.1) | (6.8) | (17.4) | (11.3) | (35.9) |
Merger and acquisition-related operating costs | (52) | (2) | (1.2) | (4.4) | (148.6) | |
Transition costs | (0.3) | (15.7) | (2.5) | (17.3) | (3.5) | |
Legal reserve associated with significant legal and regulatory matters | 0 | 0 | (0.1) | 0 | 0.2 | |
Asset impairment | 0 | (0.2) | (2.3) | (0.3) | (2.3) | |
Net income (loss) attributable to Dun & Bradstreet Holdings, Inc. (Successor) / The Dun & Bradstreet Corporation (Predecessor) | [1] | (75.6) | (207.1) | (94) | (165.6) | (321.9) |
Deferred revenue purchase accounting adjustments | (2.7) | (2.1) | (38) | (19.5) | (60.1) | |
Capital expenditures | 0.2 | 2.5 | 5.8 | 3.3 | 6.9 | |
Additions to computer software and other intangibles | 5.1 | 28.5 | 16.7 | 46 | 20.8 | |
Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Depreciation and amortization | (7.3) | (13) | (11.8) | (25.4) | (17.5) | |
Capital expenditures | 0.3 | 2.4 | 5.6 | 3.1 | 6.5 | |
Additions to computer software and other intangibles | 5.1 | 25 | 16.1 | 42.1 | 20 | |
Corporate and other | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | (25.9) | (2.1) | (38) | (19.5) | (60.1) | |
Adjusted EBITDA | (9.3) | (14.2) | (54.1) | (47.8) | (87.8) | |
Depreciation and amortization | (3.8) | (119.6) | (125) | (241.5) | (199.8) | |
Capital expenditures | (0.1) | 0.1 | 0.2 | 0.2 | 0.4 | |
Additions to computer software and other intangibles | 0 | 3.5 | 0.6 | 3.9 | 0.8 | |
North America | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 148.2 | 354.3 | 360.9 | 695.8 | 542.1 | |
Adjusted EBITDA | 55.3 | 170.1 | 175.1 | 313.9 | 246.6 | |
Depreciation and amortization | (5.8) | (11.1) | (10) | (21.7) | (15.1) | |
Capital expenditures | 0.2 | 0.8 | 5.2 | 1.3 | 6.1 | |
Additions to computer software and other intangibles | 4.3 | 23.4 | 14.1 | 39.8 | 17.8 | |
International | Operating Segments | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 56.4 | 68.4 | 76 | 139.6 | 91 | |
Adjusted EBITDA | 20.3 | 20.2 | 27.5 | 43.4 | 30.3 | |
Depreciation and amortization | (1.5) | (1.9) | (1.8) | (3.7) | (2.4) | |
Capital expenditures | 0.1 | 1.6 | 0.4 | 1.8 | 0.4 | |
Additions to computer software and other intangibles | $ 0.8 | $ 1.6 | $ 2 | $ 2.3 | $ 2.2 | |
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Segment Information - Assets an
Segment Information - Assets and Goodwill (Details) - USD ($) $ in Millions | 6 Months Ended | |||||||
Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Feb. 08, 2019 | Feb. 07, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||||||||
Assets | $ 8,985.1 | $ 9,112.8 | ||||||
Goodwill | 2,848 | $ 2,850.8 | 2,840.1 | $ 2,792.6 | $ 2,797.6 | $ 773.5 | $ 0 | |
Other intangibles | 5,022.3 | $ 5,143.4 | 5,251.4 | $ 5,361.3 | $ 5,488.1 | $ 281.1 | $ 0 | |
Other long-lived assets | 610.2 | 590.8 | ||||||
Total long-lived assets | 8,480.5 | 8,682.3 | ||||||
Increase in goodwill during period | 7.9 | |||||||
Decrease in intangible assets during period | 229.1 | |||||||
Increase in other long-lived assets during period | 19.4 | |||||||
North America | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Assets | 8,391.9 | 8,480.1 | ||||||
Goodwill | 2,745.3 | 2,734.6 | ||||||
Other intangibles | 4,747 | 4,953 | ||||||
Other long-lived assets | 523.4 | 500.9 | ||||||
Decrease in assets during period | 88.2 | |||||||
International | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Assets | 593.2 | 632.7 | ||||||
Goodwill | 102.7 | 105.5 | ||||||
Other intangibles | 275.3 | 298.4 | ||||||
Other long-lived assets | 86.8 | $ 89.9 | ||||||
Decrease in assets during period | $ 39.5 |
Segment Information - Supplemen
Segment Information - Supplemental Geographic and Customer Solution Set Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 07, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | ||
Segment Reporting Information [Line Items] | ||||||
Revenue | [1] | $ 178.7 | $ 420.6 | $ 398.9 | $ 815.9 | $ 573 |
Finance & Risk | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 104.6 | 249.2 | 241.6 | 489.8 | 341.9 | |
Sales & Marketing | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 74.1 | 171.4 | 157.3 | 326.1 | 231.1 | |
Operating Segments | North America | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 148.2 | 354.3 | 360.9 | 695.8 | 542.1 | |
Operating Segments | North America | Finance & Risk | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 80.4 | 193.6 | 200.8 | 386.6 | 302.7 | |
Operating Segments | North America | Sales & Marketing | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 67.8 | 160.7 | 160.1 | 309.2 | 239.4 | |
Operating Segments | International | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 56.4 | 68.4 | 76 | 139.6 | 91 | |
Operating Segments | International | Finance & Risk | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 43.4 | 55.9 | 63.9 | 113.4 | 75.7 | |
Operating Segments | International | Sales & Marketing | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | 13 | 12.5 | 12.1 | 26.2 | 15.3 | |
Corporate and other | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | (25.9) | (2.1) | (38) | (19.5) | (60.1) | |
Corporate and other | Finance & Risk | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | (19.2) | (0.3) | (23.1) | (10.2) | (36.5) | |
Corporate and other | Sales & Marketing | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenue | $ (6.7) | $ (1.8) | $ (14.9) | $ (9.3) | $ (23.6) | |
[1] | See Note 1 "Basis of Presentation" for further discussion. |
Related Parties - Narrative (De
Related Parties - Narrative (Details) $ in Millions | Jul. 06, 2020USD ($)shares | Jun. 30, 2020USD ($)shares | Jan. 01, 2020 | Feb. 08, 2019USD ($) | Aug. 08, 2018USD ($)shares | Jun. 30, 2020USD ($) | Feb. 07, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($)profitInterestUnit | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Aug. 31, 2019 |
Related Party Transaction [Line Items] | ||||||||||||||
IPO related expenses | $ 21.6 | |||||||||||||
Total compensation expense for stock options granted | $ 11.7 | $ 25.1 | $ 3.7 | $ 28.9 | $ 4.2 | |||||||||
Gross proceeds from sale of stock | $ 1,028.4 | |||||||||||||
Stock option | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total compensation expense for stock options granted | 20 | 20 | ||||||||||||
Common Stock | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued (shares) | shares | 314,494,968 | |||||||||||||
Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
IPO related expenses | $ 42.3 | |||||||||||||
Stock issued (shares) | shares | 108,506,312 | |||||||||||||
Gross proceeds from sale of stock | $ 2,381 | |||||||||||||
Subsequent Event | Private Placement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued (shares) | shares | 18,458,700 | |||||||||||||
Issuance price per share relative to IPO price per share (as a percent) | 98.50% | |||||||||||||
Stock Issuance Costs | Star Parent, L.P. | Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expenses from transactions with related party | $ 30 | |||||||||||||
Board of Directors Chairman & Director | Stock option | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Total compensation expense for stock options granted | $ 20 | |||||||||||||
Board of Directors Chairman & Director | Class B Profits Interest Units | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Fees/ expenses with related party included in "Selling and Administrative Expenses" | 17.3 | |||||||||||||
Number of Profit Interest Units Granted | profitInterestUnit | 6,817.7428 | |||||||||||||
Board of Directors Chairman & Director | Class C Profits Interest Units | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Fees/ expenses with related party included in "Selling and Administrative Expenses" | $ 37.9 | |||||||||||||
Number of Profit Interest Units Granted | profitInterestUnit | 15,867.8087 | |||||||||||||
Board of Directors Chairman | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock options granted during period (shares) | shares | 2,080,000 | |||||||||||||
Board of Directors Chairman | Bilcar | Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
IPO related expenses | 2.5 | |||||||||||||
Board of Directors Chairman | Trasimene Capital Management, LLC | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Term of service agreement | 3 years | |||||||||||||
Transaction fee valuation rate (as a percent) | 1.00% | |||||||||||||
Board of Directors Chairman | Services Agreement with MVB Management, LLC and THL Managers VIII, LLC | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Fees/ expenses with related party included in "Selling and Administrative Expenses" | $ 29.1 | 0 | 0 | |||||||||||
Board of Directors Chairman | Stock Issuance Costs | Bilcar | Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expenses from transactions with related party | 2.5 | |||||||||||||
Board of Directors Chairman | Equity Commitment Fee | Cannae Holdings | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expenses from transactions with related party | $ 12 | |||||||||||||
Board of Directors Chairman | Service Agreement, Transaction Fees | Trasimene Capital Management, LLC | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expenses from transactions with related party | 0.4 | |||||||||||||
Director | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock options granted during period (shares) | shares | 2,080,000 | |||||||||||||
Director | CC Star Holdings, LP | Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
IPO related expenses | 2.5 | |||||||||||||
Director | Stock Issuance Costs | CC Star Holdings, LP | Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expenses from transactions with related party | $ 2.5 | |||||||||||||
Management | IPO Transaction | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Due to related parties | $ 0.5 | $ 0.5 | 0.5 | 0.5 | ||||||||||
Management | Travel Costs | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Fees/ expenses with related party included in "Selling and Administrative Expenses" | 0.1 | $ 0.2 | 0.4 | $ 0.2 | ||||||||||
Affiliated Entity | Subsequent Event | Common Stock | Private Placement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Stock issued (shares) | shares | 18,458,700 | |||||||||||||
Issuance price per share relative to IPO price per share (as a percent) | 98.50% | |||||||||||||
Affiliated Entity | THL Managers | Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
IPO related expenses | $ 2.5 | |||||||||||||
Affiliated Entity | Star Parent, L.P. | Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
IPO related expenses | 30 | |||||||||||||
Affiliated Entity | Cannae Holdings | Subsequent Event | Common Stock | Private Placement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Gross proceeds from sale of stock | 200 | |||||||||||||
Affiliated Entity | Black Knight Inc. | Subsequent Event | Common Stock | Private Placement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Gross proceeds from sale of stock | 100 | |||||||||||||
Affiliated Entity | CC Capital | Subsequent Event | Common Stock | Private Placement | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Gross proceeds from sale of stock | 100 | |||||||||||||
Affiliated Entity | Stock Issuance Costs | THL Managers | Subsequent Event | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expenses from transactions with related party | $ 2.5 | |||||||||||||
Affiliated Entity | Equity Commitment Fee | THL Managers | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expenses from transactions with related party | 7.5 | |||||||||||||
Chief Operating Officer | Motive Partners | London | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Term of lease | 5 years | |||||||||||||
Chief Operating Officer | Motive Partners | New York | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Term of lease | 1 year | |||||||||||||
Chief Operating Officer | Due Diligence Consulting Services Fee | Motive Partners | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expenses from transactions with related party | $ 0.6 | |||||||||||||
Chief Operating Officer | Lease Cost | Motive Partners | London | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expenses from transactions with related party | $ 0.5 | $ 1.1 | ||||||||||||
Chief Operating Officer | Lease Cost | Motive Partners | New York | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expenses from transactions with related party | $ 0.2 | |||||||||||||
Chief Operating Officer | Lease Termination Fee | Motive Partners | London | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expenses from transactions with related party | $ 0.1 |
Preferred Stock - Narrative (De
Preferred Stock - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | Jul. 06, 2020 | Jun. 26, 2020 | May 27, 2020 | May 14, 2020 | Mar. 04, 2020 | Jun. 28, 2019 | Jun. 19, 2019 | May 31, 2019 | Feb. 07, 2019 | Jun. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||||||||
Loss on embedded derivative | $ 0 | $ 102.6 | $ 32.8 | $ 0 | |||||||||
Make-whole provision of embedded derivative | 205.2 | 205.2 | $ 172.4 | ||||||||||
Accretion of redeemable preferred stock | 35.1 | 36.1 | |||||||||||
Redeemable balance of cumulative preferred stock | $ 1,067.9 | $ 1,067.9 | $ 0 | ||||||||||
Preferred stock, dividends declared (USD per share) | $ 30.51 | $ 30.51 | $ 30.51 | ||||||||||
Aggregate dividends paid on preferred stock | $ 32.1 | $ 32 | $ 10.7 | $ 21.3 | |||||||||
Subsequent Event | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Make-whole payment for embedded derivative | $ 205.2 |
Initial Public Offering (IPO) -
Initial Public Offering (IPO) - Narrative (Details) $ / shares in Units, $ in Millions | Jul. 06, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 23, 2020shares | Aug. 08, 2018USD ($)shares | Feb. 07, 2019USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Dec. 31, 2019$ / sharesshares |
Class of Stock [Line Items] | ||||||||||
Common stock, par value (USD per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Gross proceeds from sale of stock | $ 1,028.4 | |||||||||
Common stock authorized (shares) | shares | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | |||||
Preferred stock authorized (shares) | shares | 25,000,000 | |||||||||
Stock split ratio | 314,494.968 | |||||||||
Total compensation expense for stock options granted | $ 11.7 | $ 25.1 | $ 3.7 | $ 28.9 | $ 4.2 | |||||
Director and Executive | ||||||||||
Class of Stock [Line Items] | ||||||||||
Expiration period of stock options | 7 years | |||||||||
Total compensation expense for stock options granted | $ 39.9 | |||||||||
Director | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock options granted during period (shares) | shares | 4,160,000 | |||||||||
Exercise price of stock options granted during period (USD per share) | $ / shares | $ 22 | |||||||||
Executive | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock options granted during period (shares) | shares | 3,840,000 | |||||||||
Vesting period of stock options | 3 years | |||||||||
Stock option | ||||||||||
Class of Stock [Line Items] | ||||||||||
Total compensation expense for stock options granted | 20 | 20 | ||||||||
Profit Interest Units | ||||||||||
Class of Stock [Line Items] | ||||||||||
Total compensation expense for stock options granted | $ 3.4 | $ 3.4 | ||||||||
Common Stock | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued (shares) | shares | 314,494,968 | |||||||||
Subsequent Event | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued (shares) | shares | 108,506,312 | |||||||||
Gross proceeds from sale of stock | $ 2,381 | |||||||||
Subsequent Event | IPO | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued (shares) | shares | 90,047,612 | |||||||||
Common stock, par value (USD per share) | $ / shares | $ 0.0001 | |||||||||
Offering price (USD per share) | $ / shares | $ 22 | |||||||||
Subsequent Event | Private Placement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock issued (shares) | shares | 18,458,700 | |||||||||
Issuance price per share relative to IPO price per share (as a percent) | 98.50% | |||||||||
Subsequent Event | Private Placement | Subsidiary of Cannae Holdings | ||||||||||
Class of Stock [Line Items] | ||||||||||
Gross proceeds from sale of stock | $ 200 | |||||||||
Subsequent Event | Private Placement | Subsidiary of Black Knight | ||||||||||
Class of Stock [Line Items] | ||||||||||
Gross proceeds from sale of stock | 100 | |||||||||
Subsequent Event | Private Placement | Affiliate of CC Capital | ||||||||||
Class of Stock [Line Items] | ||||||||||
Gross proceeds from sale of stock | $ 100 |
Initial Public Offering (IPO)_2
Initial Public Offering (IPO) - Use of Proceeds from IPO (Details) - USD ($) $ in Millions | Jul. 06, 2020 | Aug. 08, 2018 | Feb. 07, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Class of Stock [Line Items] | |||||
Gross proceeds | $ 0 | $ 0 | $ 3,101.4 | ||
IPO related expenses | $ 21.6 | ||||
Partial redemption of 10.250% senior unsecured notes and accrued interest | 0 | 0 | 625.1 | ||
Call premium on partial redemption of 10.250% senior unsecured notes | $ 0 | $ 0.8 | $ 0 | ||
Subsequent Event | |||||
Class of Stock [Line Items] | |||||
Gross proceeds | $ 2,381 | ||||
Underwriter fees | 89.1 | ||||
IPO related expenses | 42.3 | ||||
Redemption of Series A Preferred Stock | 1,067.9 | ||||
Make-whole payment on redemption of Series A Preferred Stock | 205.2 | ||||
Partial redemption of 10.250% senior unsecured notes and accrued interest | 312 | ||||
Call premium on partial redemption of 10.250% senior unsecured notes | 30.8 | ||||
Cash to balance sheet | 633.7 | ||||
Subsequent Event | Star Parent, L.P. | Affiliated Entity | |||||
Class of Stock [Line Items] | |||||
IPO related expenses | 30 | ||||
Subsequent Event | THL Managers | Affiliated Entity | |||||
Class of Stock [Line Items] | |||||
IPO related expenses | 2.5 | ||||
Subsequent Event | Bilcar | Board of Directors Chairman | |||||
Class of Stock [Line Items] | |||||
IPO related expenses | 2.5 | ||||
Subsequent Event | CC Star Holdings, LP | Director | |||||
Class of Stock [Line Items] | |||||
IPO related expenses | $ 2.5 |
Initial Public Offering (IPO)_3
Initial Public Offering (IPO) - Assumptions (Details) - Subsequent Event | Jul. 06, 2020$ / shares |
Subsequent Event [Line Items] | |
Weighted Average Expected Stock Price Volatility (as a percent) | 28.00% |
Weighted Average Expected Dividend Yield (as a percent) | 0.00% |
Weighted Average Expected Life of Option (in years) | 3 years 11 months 23 days |
Weighted Average Risk-Free Interest Rate (as a percent) | 0.23% |
Weighted Average Black Scholes Value | $ 4.99 |
Weighted Average Exercise Price (USD per share) | $ 22 |