DEFM14A: Dun & Bradstreet Stockholders to Vote on $9.15 Per Share Merger Agreement with Clearlake Capital

Dun & Bradstreet Holdings, Inc. is seeking stockholder approval for its merger with Denali Buyer, Inc., a subsidiary of Clearlake Capital Group, at a special meeting on June 12, 2025, where stockholders will vote on the merger agreement and related proposals.

Summary

• Dun & Bradstreet Holdings, Inc. is holding a special meeting of stockholders on June 12, 2025, to vote on the proposed merger with Denali Buyer, Inc., a subsidiary of Clearlake Capital Group L.P.
• Under the terms of the merger agreement, each share of Dun & Bradstreet common stock will be converted into the right to receive $9.15 in cash.
• The board of directors unanimously recommends that stockholders vote in favor of the merger agreement proposal, the merger-related compensation proposal, and the adjournment proposal.
• The merger requires approval by stockholders holding a majority of the outstanding shares entitled to vote.
• The transaction is expected to close in the third quarter of 2025, subject to customary closing conditions, including regulatory approvals.
• Clearlake has secured $2.3 billion in equity commitments and $5.75 billion in debt financing to fund the merger.
• Stockholders who continuously hold shares through the effective time of the merger and properly demand appraisal of their shares will be entitled to seek appraisal rights.
• The proxy statement provides detailed information about the special meeting, the merger agreement, and the transactions, including the merger.

Sentiment

Score: 7

Explanation: The document is largely factual and transactional, but the unanimous board recommendation and secured financing suggest a positive outlook for the deal's completion.

Positives

• The merger provides stockholders with $9.15 per share in cash.
• The board of directors unanimously supports the merger.
• Clearlake has secured the necessary financing for the transaction.
• Stockholders have the right to seek appraisal if they disagree with the merger terms.

Negatives

• Stockholders will no longer participate in the future growth of the company.
• The merger is subject to regulatory approvals and other closing conditions, which could delay or prevent the transaction.
• The exchange of shares for cash will be a taxable transaction for U.S. federal income tax purposes.

Risks

• Failure to obtain stockholder or regulatory approvals could prevent the merger.
• Potential delays in closing due to regulatory reviews or other conditions.
• The risk that the debt and equity financing may not be available.
• The potential for litigation related to the merger.
• The impact of the announcement of the merger on the Companys relationships with its customers, operating results and business generally.

Future Outlook

The merger is expected to be completed in the third quarter of 2025, subject to customary closing conditions.

Management Comments

• Anthony M. Jabbour, Chief Executive Officer, expresses appreciation for stockholders support and interest in Dun & Bradstreet Holdings, Inc.

Industry Context

The announcement reflects a trend of private equity firms acquiring data and analytics companies, indicating the value placed on data-driven insights in today's business environment. This is a large deal in the information services sector, where consolidation is common as firms seek to expand their capabilities and market reach.

Comparison to Industry Standards

• The $9.15 per share offer is comparable to recent transactions in the data and analytics space, such as Vista Equity Partners acquisition of Tibco at a premium.
• The financing structure, with a mix of debt and equity, is typical for private equity acquisitions of this size.
• The termination fees are within the standard range for deals of this nature, typically around 3-4% of the equity value.

Legal Proceedings

• As of the date of this proxy statement, five purported shareholders of the Company sent demand letters (the Demands) generally alleging, among other things, that the proxy statement contains misstatements and/or omits material information.

Stakeholder Impact

• Stockholders will receive $9.15 per share in cash.
• Employees will be provided with comparable compensation and benefits for at least one year following the merger.
• Customers and suppliers may experience changes as a result of the merger, but the company intends to continue operating in the ordinary course of business.

Next Steps

• Stockholders vote on the merger agreement proposal, the merger-related compensation proposal, and the adjournment proposal at the special meeting on June 12, 2025.
• Obtain regulatory approvals.
• Satisfy all other closing conditions outlined in the merger agreement.
• Complete the merger in the third quarter of 2025.

Key Dates

Keywords

merger, Dun & Bradstreet, Clearlake Capital, stockholders, agreement, shares, financing, approval, transaction, vote