SCHEDULE: Dun & Bradstreet Merger Finalized, THL Exits Ownership

Thomas H. Lee Partners and its affiliates have ceased beneficial ownership of Dun & Bradstreet Holdings, Inc. following the completion of its merger.

Summary

• The Amendment No. 5 to Schedule 13D reports the consummation of the merger of Dun & Bradstreet Holdings, Inc. with Denali Buyer, Inc. on August 26, 2025.
• Each outstanding share of Dun & Bradstreet Common Stock was converted into the right to receive $9.15 in cash per share, subject to withholding taxes.
• Following the merger, Dun & Bradstreet Holdings, Inc. became a direct wholly-owned subsidiary of Denali Intermediate Holdings, Inc.
• Thomas H. Lee Advisors, LLC and its affiliated reporting persons ceased to beneficially own any shares of Dun & Bradstreet Common Stock as of August 26, 2025.
• The beneficial ownership percentage in this amendment is based on 446,189,224 shares of Common Stock outstanding as of August 1, 2025, as reported in the Issuer's Form 10-Q filed on August 11, 2025.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The filing reports the successful completion of a merger, providing a cash exit for shareholders at a specified price. While the reporting persons have divested, the transaction itself represents a definitive outcome for the company and its public shareholders, which is generally a positive for certainty, assuming the price was fair.

Positives

• The completion of the merger provides a definitive cash exit for shareholders at $9.15 per share, offering liquidity and certainty.

Negatives

• Reporting persons no longer hold any equity in Dun & Bradstreet, indicating a full divestment of their stake.

Risks

• No new risks are identified in this filing, as it primarily reports the completion of a previously announced transaction.

Future Outlook

This filing does not contain forward-looking statements or guidance, as it reports the completion of a past transaction.

Industry Context

The completion of this merger signifies a significant change in ownership structure for Dun & Bradstreet, a key player in business data and analytics. Such transactions are common in the private equity landscape, where firms like Thomas H. Lee Partners acquire, optimize, and then exit investments, often through mergers or sales to other entities. This move takes Dun & Bradstreet private under Denali Intermediate Holdings, Inc., potentially allowing for long-term strategic adjustments away from public market pressures.

Comparison to Industry Standards

• The $9.15 per share cash consideration for Dun & Bradstreet's common stock should be evaluated against the company's historical trading prices and the valuation multiples of comparable public and private data analytics firms at the time the merger agreement was announced (March 23, 2025).
• For instance, comparisons could be made to recent transactions involving companies like Verisk Analytics, Experian, or TransUnion, considering their revenue multiples, EBITDA multiples, and growth prospects, to assess the fairness of the offer price.
• The premium paid over the unaffected share price prior to the merger announcement would be a key metric for shareholders to evaluate the deal's attractiveness relative to industry benchmarks for similar take-private transactions.

Stakeholder Impact

• Shareholders of Dun & Bradstreet Holdings, Inc. received $9.15 in cash per share, providing a clear liquidity event.
• Thomas H. Lee Partners and its affiliates have fully exited their investment in Dun & Bradstreet.
• Dun & Bradstreet will now operate as a private entity, potentially impacting future strategic direction and operational focus away from public market scrutiny.

Next Steps

• Dun & Bradstreet Holdings, Inc. will operate as a direct wholly-owned subsidiary of Denali Intermediate Holdings, Inc.

Key Dates

Keywords

Dun & Bradstreet, THL, Thomas H. Lee Partners, Merger, Acquisition, Schedule 13D, Beneficial Ownership, Divestment, Private Equity, Data Analytics