December 20, 2019

Henry Schuck
Chief Executive Officer
ZoomInfo Technologies Inc.
805 Broadway Street, Suite 900
Vancouver, WA 98660

       Re: ZoomInfo Technologies Inc.
           Draft Registration Statement on Form S-1
           Submitted November 25, 2019
           CIK No. 0001794515

Dear Mr. Schuck:

       We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so we may
understand your disclosure.

       Please respond to this letter by providing the requested information and
either submitting
an amended draft registration statement or publicly filing your registration
statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances
or do not
believe an amendment is appropriate, please tell us why in your response.

      After reviewing the information you provide in response to these comments
and your
amended draft registration statement or filed registration statement, we may
have additional

DRS on Form S-1 filed on November 25, 2019

Overview, page 1

1.     Please provide the definition for the following terms: average lifetime
value ("LTV"),
       average customer acquisition cost ("CAC"), and annual contract value
2.     You disclose you have approximately 180,000 "paid users" and 13,000
"customers" and
       that you define "customers" as a company that maintains one or more
active paid
       subscriptions to your platform. Please define the term "paid users" and
clarify how it is
       distinguished from your "customers."
 Henry Schuck
FirstName Technologies Inc. Schuck
ZoomInfo LastNameHenry
Comapany20, 2019
December NameZoomInfo Technologies Inc.
Page 2
December 20, 2019 Page 2
FirstName LastName
Our Market Opportunity, page 4

3.       You disclose that your total addressable market is $23 billion for
your platform as of
         September 30, 2019 based on a formula calculating ACV of various sized
companies. To
         the extent material, please disclose the amount of ACV that was
applied to each size
         category of companies. Further, please provide more details as to the
size and scope of
         the population of companies used, such as to whether you included
companies outside the
         industry verticals or geographic markets in which you currently
Organizational Structure, page 5

4.       Please provide an additional organizational chart(s) that outlines the
corporate structure
         pre-reorganization and pre-IPO.
5.       Please revise to summarize the payments to be made under the tax
         agreement. Please also disclose the range of the future payouts that
you expect to pay
         under the agreement, the anticipated timing of the payouts, and how
you intend to fund the
         required payouts. Please discuss the potential liability to the
company if it fails to make
         such payouts.
Unaudited Pro Forma Consolidated Balance Sheet and Statement of Operations,
page 75

6.       Please provide a footnote to show how you compute your pro forma
earnings per share
7.       Please expand your footnotes to the Unaudited Pro Forma Consolidated
Balance Sheet
         and Statement of Operations to explain how each adjustment is
calculated or derived.
Management's Discussion and Analysis of Financial Condition and Results of
Overview, page 79

8.       You disclose that over 500 of your customers spend more than $100,000
in ACV as of
         September 30, 2019, and that the net annual retention rate was 102% in
2018. Please
         revise to disclose such information for each period presented wherever
         throughout the filing.
9.       We note you disclosed: "[O]ur operating results and growth prospects
will depend in part
         on our ability to attract new customers.... As of September 30, 2019,
we had over 13,000
         customers." Please revise to disclose number of customers for each
period presented
         wherever applicable throughout the filing. In addition, consider
disclosing the number of
         new customers obtained for each reporting period.
10.      Please expand your overview section to discuss the challenges to
         the "ZoomInfo" and "DiscoverOrg" platforms and brands, including any
known trends or
         uncertainties that are reasonably expected to have a material impact
on results of
         operations or financial condition. For example:
 Henry Schuck
FirstName Technologies Inc. Schuck
ZoomInfo LastNameHenry
Comapany20, 2019
December NameZoomInfo Technologies Inc.
Page 3
December 20, 2019 Page 3
FirstName LastName
              Describe the efforts that ZoomInfo OpCo has undertakento
integrate the two
              platforms and any difficulties faced by the company given that
the assets the
              ZoomInfo and DiscoverOrg were in separate subsidiaries. Discuss
management and
              operating structure, research and development, and sales and
marketing staff if you
              have undergone a material restructuring of your operations.
              Provide additional context regarding your statement that certain
customers have
              renewed their subscriptions under the original DiscoverOrg and
Pre-Acquisition ZI
              platform, which you continue to support. Clarify whether there
are a material amount
              of customers on these legacy platforms and how those numbers
differ from each other
              and to ZoomInfo by DiscoverOrg.
              Clarify the differences in the solutions offered and pricing. As
you transition to a
              single platform, it is unclear whether there were significant
differences in annual
              contract value for the original ZoomInfo platform compared to the
              DiscoverOrg platform and how the merger and integration affected
your overall
              annual contract value. To the extent material, please disclose
the annual contract
              values of the original ZoomInfo platform, the original
DiscoverOrg, and the
              integrated platform.
Non-GAAP Financial Measures, page 81

11.      We refer to Acquisition Adjusted Revenue. Please tell us in more
detail why you believe
         this presentation is useful to investors and how it illustrates the
trends in your organic
         revenue growth. Please also tell us in more detail about the of fair
value adjustments to
         acquired unearned revenue described in notes (a) and (c) by
acquisition, providing us with
         an indication of the periods that will be affected by these
12.      Considering that deferred revenue was adjusted to fair value at the
time of acquisition
         pursuant to GAAP, please tell us how you considered whether your
various non-GAAP
         measures that include this adjustment are substituting an individually
tailored recognition
         and measurement method for a GAAP measure. Refer to Question 100.04 of
the Non-
         GAAP Compliance and Disclosure Interpretations and Rule 100(b) of
Regulation G.
Impact of the Reorganization Transactions, page 85

13.       We note your disclosure that the reorganization will be accounted for
as a reorganization
         of entities under common control. Please explain to us in greater
detail the steps in the
         reorganization and how each entity involved is under common control,
including the
         identity of the related controlling entity or interest-holder.
Results of Operations, page 90

14.      It appears from your revenue recognition policy that you recognize
subscription contracts
         are generally based on the number of users that access your
applications, the level of
         functionality that they can access, and the number of datasets or
records that can be
         accessed. To the extent these underlying operating drivers/factors are
important in
 Henry Schuck
ZoomInfo Technologies Inc.
December 20, 2019
Page 4
         understanding your revenue trends, please tell us your consideration
of providing an
         enhanced quantitative and qualitative discussion and analyses of how
these drivers/factors
         impact your revenue, such as the number of users that access your
applications for each
         period presented.
15.      Due to the significance of the acquisition of Pre-Acquisition ZI,
consider providing a
         discussion for the acquisition of Pre-Acquisition ZI based upon pro
forma information for
         the years ending December 31, 2019 and 2018 presented in a format that
is consistent with
         Article 11 of Regulation S-X. This information is solely to supplement
your results of
         operations discussion. The pro forma information should include cost
of revenues as well
         as revenue. The discussion can include a comparison of your pro forma
information to
         your results of operations for for each of those reporting periods.
This discussion should
         include disclosure to explain how the pro forma presentation was
derived, why
         management believes the presentation to be useful, and any potential
risks associated with
         using such a presentation.
Cash Flows from (used in) Operating Activities, page 92

16.      We refer you to the table on page 93 that presents a measure of
operating cash flows after
         certain adjustments. Please revise to identify the resulting measure
as a non-GAAP
         measure and provide the disclosures required by Item 10(e) of
Regulation S-K. Further,
         tell us how you concluded that this measure complies with the guidance
in Item
         10(e)(ii)(A) of Regulation S-K, which states that non-GAAP liquidity
measures must not
         exclude charges or liabilities that required, or will require, cash
settlement absent an
         ability to settle in another manner.
Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk, page 100

17.      We note that you are exposed to the interest rate risk related to your
debt instruments.
         Please revise your future filings to disclose the quantitative
information for the preceding
         fiscal year along with the reasons for material changes in amounts
from the preceding
         year. Refer to Item 305(a)(3) and Instruction 3(F) to Item 305(a) of
Regulation S-K.
The ZoomInfo Platform, page 103

18.    You state that you are able to provide a guarantee of 95%+ accuracy.
Please clarify how
       you calculate your accuracy and whether you track such accuracy figures
as a key metric.
FirstName LastNameHenry Schuck
       For example, it is not clear if it is calculated on a client-by-client
basis or if it is a more
Comapany NameZoomInfo Technologies clarify the risks and consequences to you
should you
       global calculation. Further, please Inc.
December 20,meet the 95%+ accuracy guarantee.
       fail to 2019 Page 4
FirstName LastName
 Henry Schuck
FirstName Technologies Inc. Schuck
ZoomInfo LastNameHenry
Comapany20, 2019
December NameZoomInfo Technologies Inc.
Page 5
December 20, 2019 Page 5
FirstName LastName
Our Growth Strategy, page 108

19.      Please explain how you calculate annual recurring revenue. In
addition, please disclose
         the amount of the revenue increase that is attributable to new and
existing customers.
Legal Proceedings , page 115

20.      We note you disclosed: "[w]e are subject to various legal proceedings,
claims, and
         governmental inspections, audits, or investigations that arise in the
ordinary course of our
         business. Although the outcomes of these claims cannot be predicted
with certainty, in
         the opinion of management, the ultimate resolution of these matters
would not be
         expected to have a material adverse effect on our financial position
or results of
         operations." Please explain why you have omitted the statement of cash
flows or revise
         to reference this financial statement.
Management, page 116

21.      Please clarify the role of your co-founder, Kirk Brown, with ZoomInfo
or its subsidiaries.
         If Mr. Brown is expected to make significant contributions to the
business, please include
         a discussion of his business experience during the last five years.
Refer to Item 401(c) of
         Regulation S-K.
Certain U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders,
page 151

22.      You state that the resulting post-organizational structure in the form
of an umbrella
         partnership-C corporation ("UP-C") will treat "Pre-IPO Unitholders"
         advantageously if they continue to hold their equity interests in an
entity that is not taxed
         as a corporation for U.S. tax purposes. Please briefly explain how the
UP-C structure and
         reorganization transactions achieves the tax benefits that is
intended. Further, please
         provide an analysis of whether the tax consequences of the
reorganization transactions, the
         tax receivable agreement, or the tax benefits expected to result from
acquisitions of LLC
         Units from existing owners are material to an investor in the Class A
common stock.
Underwriting, page 156

23.      Please briefly describe the "customary exceptions" to your lock-up
agreement that is
         disclosed on page 157. Please also clarify whether the Class B shares
would be subject to
         the lock-up agreements.
Notes to Consolidated Financial Statements
Business Combinations, page F-41

24.      Please revise to include the applicable disclosures outlined in
paragraph 2h of ASC 805-
         10-50, or advise.
 Henry Schuck
ZoomInfo Technologies Inc.
December 20, 2019
Page 6
25.   Please disclose a qualitative description of the factors that make up the
      goodwill recognized in the Zoom Information, Inc. and NeverBounce
      transactions in accordance with ASC 805-30-50-1.

26.   Please advise us whether you intend to file a consent from Forrester as
an exhibit,
      pursuant to Rule 436 of Regulation C and Section 7 of the Securities Act.
It appears that
      you commissioned a report from Forrester that is referenced in this

27.   Please supplementally provide us with copies of all written
communications, as defined
      in Rule 405 under the Securities Act, that you, or anyone authorized to
do so on your
      behalf, present to potential investors in reliance on Section 5(d) of the
Securities Act,
      whether or not they retain copies of the communications.
       You may contact Becky Chow, Staff Accountant, at (202) 551-6524 or
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
comments on the financial statements and related matters. Please contact Edwin
Kim, Attorney-
Advisor, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453
with any other

FirstName LastNameHenry Schuck
                                                            Division of
Corporation Finance
Comapany NameZoomInfo Technologies Inc.
                                                            Office of
December 20, 2019 Page 6
cc:       Richard Fenyes, Esq.
FirstName LastName