Form 4: Dun & Bradstreet Holdings Acquired: THL Funds Liquidate Stake

Thomas H. Lee Advisors and affiliated funds disposed of all their common stock in Dun & Bradstreet Holdings, Inc. following its acquisition for $9.15 per share in cash.

Summary

• Reporting persons, including Thomas H. Lee Advisors, LLC, Thomas M. Hagerty, Gnaneshwar B. Rao, and various THL Funds, reported the disposition of their beneficial ownership in Dun & Bradstreet Holdings, Inc. (DNB).
• The disposition occurred on August 26, 2025, as a result of the Agreement and Plan of Merger dated March 23, 2025, by and among the Issuer, Denali Intermediate Holdings, Inc., and Denali Buyer, Inc.
• Under the merger agreement, each outstanding share of DNB common stock was cancelled and converted into the right to receive $9.15 in cash per share.
• THL Equity Fund VIII, L.P. disposed of 6,142,612 shares of common stock.
• Thomas H. Lee Parallel Fund VIII, L.P. disposed of 11,184,899 shares of common stock.
• THL Fund VIII Coinvestment Partners, L.P. disposed of 730,006 shares of common stock.
• THL Executive Fund VIII, L.P. disposed of 468,969 shares of common stock.
• THL Equity Fund VIII Investors (D&B), L.P. disposed of 3,998,617 shares of common stock.
• Restricted stock awards held by Messrs. Hagerty and Rao, totaling 144,108 shares (42,949, 42,949, and 58,210 shares respectively), were also converted into the merger consideration of $9.15 per share plus accumulated unpaid dividend equivalent rights.
• Following these transactions, the reporting persons hold 0 shares of Dun & Bradstreet Holdings, Inc. common stock.

Sentiment

Score: 7

Explanation: The sentiment is positive for the reporting persons as they successfully liquidated their investment in Dun & Bradstreet Holdings, Inc. for cash at a predetermined price, representing a successful exit strategy for their equity stake.

Positives

• Reporting persons realized a cash payment of $9.15 per share for their common stock holdings, providing liquidity for their investment.
• Restricted stock awards held by directors were also converted to cash at the merger consideration rate, plus dividend equivalent rights, ensuring full value realization for these awards.

Negatives

• Reporting persons no longer hold an equity stake in Dun & Bradstreet Holdings, Inc., eliminating future upside potential from the company's performance as a public entity.

Risks

• The primary risk associated with this transaction, prior to its completion, would have been the failure of the merger to close. However, this filing reports the completion of the transaction, mitigating this risk.

Future Outlook

The filing reports a completed transaction resulting from a merger, indicating the end of the reporting persons' equity interest in Dun & Bradstreet Holdings, Inc. No forward-looking statements regarding DNB's future operations are provided.

Management Comments

• Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the THL Funds may be deemed directors by deputization.

Industry Context

This transaction reflects a private equity firm (Thomas H. Lee Partners) exiting an investment in a publicly traded company through an acquisition. Such exits are common in the private equity lifecycle, allowing firms to realize returns on their investments. The acquisition of Dun & Bradstreet Holdings, Inc. by Denali Intermediate Holdings, Inc. indicates consolidation or a strategic shift in the business information services sector.

Comparison to Industry Standards

• The cash consideration of $9.15 per share represents the valuation agreed upon in the merger, which would typically be benchmarked against comparable transactions in the business information services industry. Without specific details on the acquirer or the strategic rationale, a direct comparison to specific companies or projects is not feasible from this Form 4. However, private equity exits often aim for a multiple of EBITDA or revenue that is competitive within the sector.

Related Party Transactions

• The disposition of shares by Messrs. Hagerty and Rao, who are Managing Directors of THL Partners, and the various THL Funds, highlights the interconnected nature of their beneficial ownership and the collective exit from the investment.
• Securities issued to persons serving as directors of portfolio companies of the THL Funds, such as the Issuer, are held for the benefit of the THL Funds, indicating an internal arrangement for managing director compensation and fund interests.

Stakeholder Impact

• Shareholders: All public shareholders of Dun & Bradstreet Holdings, Inc. received $9.15 per share in cash, indicating a full liquidity event for their investment.
• Reporting Persons (THL Funds and individuals): Successfully exited their investment, realizing cash proceeds.

Next Steps

• The reporting persons have fully exited their equity position in Dun & Bradstreet Holdings, Inc.
• The merger of Dun & Bradstreet Holdings, Inc. into Denali Buyer, Inc. is complete, and DNB is now a privately held entity.

Key Dates

Keywords

Dun & Bradstreet Holdings, DNB, Thomas H. Lee, THL, Merger, Acquisition, Form 4, Insider Transaction, Share Disposition, Private Equity, Cash Consideration