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Acquisitions
9 Months Ended
Sep. 30, 2021
Business Combination and Asset Acquisition [Abstract]  
Acquisitions Acquisitions
2021 Acquisition
Bisnode Business Information Group AB ("Bisnode")
On January 8, 2021, we acquired 100% ownership of Bisnode, a leading European data and analytics firm and long-standing member of the Dun & Bradstreet WWN alliances, for a total purchase price of $805.8 million. The transaction closed with a combination of cash of $646.9 million and 6,237,087 newly issued shares of common stock of the Company in a private placement valued at $158.9 million based on the stock closing price on January 8, 2021. Upon the close of the transaction, we settled a zero-cost foreign currency collar and received $21.0 million, which reduced our net cash payment for the acquisition. The transaction was partially funded by the proceeds from the $300 million borrowing from the Incremental Term Loan. See Note 5 for further discussion.
The acquisition was accounted for in accordance with ASC 805 “Business Combinations,” as a purchase transaction, and accordingly, the assets and liabilities of the entity were recorded at their estimated fair values at the date of the acquisition. We have included the financial results of Bisnode in our consolidated financial statements since the acquisition date.
Transaction costs of $4.6 million and $0.4 million were included in selling and administrative expenses for the year ended December 31, 2020 and for the nine months ended September 30, 2021, respectively. As a result of the acquisition, we wrote off pre-existing contract assets and liabilities of $2.9 million and $0.8 million to selling and administrative expenses and revenue, respectively, for the nine months ended September 30, 2021. The acquisition effectively settled these pre-existing relationships. We allocated goodwill and intangible assets to our International segment.
The table below summarizes the fair value of the assets acquired and liabilities assumed as of the acquisition date:
Weighted average amortization period (years)Initial purchase price allocation at March 31, 2021Measurement period adjustmentPreliminary purchase price allocation at September 30, 2021
Cash$29.9 $— $29.9 
Accounts receivable61.0 — 61.0 
Other current assets13.1 — 13.1 
Total current assets104.0 — 104.0 
Property, plant & equipment3.5 — 3.5 
Intangible assets:
Reacquired right15271.0 (1.0)270.0 
Database12116.0 (5.0)111.0 
Customer relationships10106.0 2.0 108.0 
Technology1465.0 (1.0)64.0 
GoodwillIndefinite488.4 2.6 491.0 
Right of use assets26.7 0.7 27.4 
Other5.2 (2.3)2.9 
Total assets acquired$1,185.8 $(4.0)$1,181.8 
Accounts payable$17.5 $— $17.5 
Deferred revenue80.6 — 80.6 
Accrued payroll20.7 — 20.7 
Accrued income tax and other tax liabilities17.1 — 17.1 
Short-term lease liability8.4 0.2 8.6 
Other current liabilities23.7 — 23.7 
Total current liabilities168.0 0.2 168.2 
Long-term pension and postretirement obligations65.4 — 65.4 
Deferred tax liability127.6 (4.2)123.4 
Long-term lease liability18.2 — 18.2 
Other liabilities0.8 — 0.8 
Total liabilities assumed$380.0 $(4.0)$376.0 
Total consideration$805.8 $— $805.8 

The fair value of the reacquired right intangible asset primarily related to rights that were previously granted to Bisnode under the WWN alliances agreement, including rights to sell certain products under the D&B brand name and the right to access D&B database and technology platform. The fair value of reacquired right intangible asset was determined by applying the income approach; specifically, utilizing a multi-period excess earnings method. In addition, as a result of the Bisnode acquisition, we reclassified the net book value of previously recognized WWN relationships intangible asset related to the Bisnode relationship of $64.7 million to reacquired right, which is amortized over 15 years, together with the above-mentioned newly recognized reacquired right.
The fair value of the customer relationships intangible asset 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 database intangible asset represents business and consumer data collected and managed by Bisnode. The technology intangible asset represents Bisnode's data supply and service platform to deliver customer services and solutions. We applied the income approach to value database and technology intangible assets, specifically, a relief from royalty method. The valuation was based on the present value of the net earnings attributable to the measured assets.
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, 2021, we have adjusted fair value for certain intangible assets and right of use lease assets and liabilities based on updated information. An asset and liability were recognized for favorable and unfavorable lease terms, respectively, during the measurement period. In addition, we recorded adjustments to the deferred tax liability reflecting the changes of intangible asset fair value. Although we believe that the information gathered to date provides a reasonable basis for estimating the fair values of assets acquired and liabilities assumed, the purchase price allocation is preliminary and is subject to revision as permitted by ASC 805, Business Combinations. The primary areas of the purchase price allocation that are not yet finalized are related to certain liabilities, valuation of deferred revenue, contingencies and deferred taxes. We will adjust the associated fair values if facts and circumstances arise that necessitate change. We expect to complete the purchase accounting process as soon as practicable but no later than one year from the acquisition date.
The value of the goodwill is primarily related to the expected cost synergies and growth opportunity from the combined business. We do not expect goodwill to be deductible for tax purposes.
The intangible assets, with useful lives from 6 to 15 years, are being amortized over a weighted-average useful life of 13.6 years. The customer relationship, technology and database intangible assets are primarily amortized using an accelerating method. Reacquired right is amortized using a straight-line method. The amortization methods reflect the timing of the benefits derived from each of the intangible assets.

The table below sets forth the future amortization as of September 30, 2021 associated with intangible assets recognized as a result of the acquisition of Bisnode:
Fourth quarter of 20212022202320242025ThereafterTotal
Reacquired right$4.5 $18.0 $18.0 $18.0 $18.0 $180.3 $256.8 
Technology2.2 7.9 7.3 6.7 6.1 27.6 57.8 
Customer relationship4.9 17.8 15.8 13.8 11.8 29.4 93.5 
Database4.9 17.6 15.4 13.2 11.0 33.6 95.7 
Total$16.5 $61.3 $56.5 $51.7 $46.9 $270.9 $503.8 

Unaudited Pro Forma Financial Information
The following pro forma statements of operations data presents the combined results of the Company and Bisnode, assuming that the acquisition had occurred on January 1, 2020.
Three months ended September 30, Nine months ended September 30,
2021202020212020
Reported revenue$541.9 $444.4 $1,567.3 $1,258.8 
Pro forma adjustments:
Pre-acquisition revenue - Bisnode— 97.4 4.6 287.8 
Adjustments to Bisnode pre-acquisition revenue related to revenue received from Dun & Bradstreet Holdings, Inc.— (7.3)— (15.6)
Adjustments to Dun & Bradstreet revenue related to revenue received from Bisnode— (14.9)— (31.9)
Total pro forma revenue$541.9 $519.6 $1,571.9 $1,499.1 
Reported net income (loss) attributable to Dun & Bradstreet Holdings, Inc.
$16.6 $(16.3)$(60.1)$(182.4)
Pro forma adjustments - net of tax effect:
  Pre-acquisition net income - Bisnode— 1.7 0.8 17.8 
  Intangible amortization - net of tax benefits(0.9)(12.8)(1.8)(38.4)
  Write off related to pre-existing relationship - net of tax benefits— — 2.3 (2.3)
  Transaction costs - net of tax benefits— — 0.3 3.5 
Pro forma net income (loss) attributable to Dun & Bradstreet Holdings, Inc.$15.7 $(27.4)$(58.5)$(201.8)

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 substantially all of the assets of 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 was paid on September 11, 2020. 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 both 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 nine months ended September 30, 2020. We have included the financial results of Orb and coAction.com 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. We finalized the purchase price allocation as of December 31, 2020.