DEFA14A: Dun & Bradstreet to be Acquired by Clearlake Capital Group for $9.15 Per Share

Dun & Bradstreet has entered into a definitive agreement to be acquired by Clearlake Capital Group, taking the company private at $9.15 per share.

Summary

• Dun & Bradstreet Holdings, Inc. has announced its acquisition by Clearlake Capital Group.
• The agreement, dated March 23, 2025, involves Denali Intermediate Holdings, Inc. (Parent) and Denali Buyer, Inc. (Merger Sub).
• Dun & Bradstreet will become a private company as a result of the transaction.
• Clearlake Capital Group will acquire Dun & Bradstreet for $9.15 per share in cash.
• The transaction is expected to close in the third quarter of 2025, pending shareholder approval and customary closing conditions.
• Following the closing, Dun & Bradstreet will no longer be publicly traded on the New York Stock Exchange.
• The company emphasizes that it will continue to operate as usual until the transaction is complete.
• The company is executing a major transformation to modernize its technology, expand its data and analytics, and innovate solutions.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive due to the acquisition by a reputable firm, which is expected to accelerate growth; however, there are inherent risks associated with the transaction and integration.

Positives

• Clearlake Capital Group's acquisition provides Dun & Bradstreet with the flexibility of being a privately held company.
• Clearlake recognizes the value of Dun & Bradstreet's data assets and sees them as a platform for future growth.
• The acquisition is expected to accelerate Dun & Bradstreet's growth strategy.
• The company will continue to invest in its trusted data and analytics and innovative platforms.

Negatives

• The transaction is subject to shareholder approval and customary closing conditions, which could potentially delay or prevent the acquisition.
• The announcement of the proposed merger could disrupt management's attention from ongoing business operations.
• The announcement of the proposed merger could affect relationships with customers, operating results, and the business in general.

Risks

• The occurrence of any event that could terminate the merger agreement.
• Failure to obtain shareholder approval or satisfy other conditions for completing the merger.
• Disruption of management's attention from ongoing business operations.
• The effect of the merger announcement on customer relationships, operating results, and the business in general.
• The risk that the merger will not be consummated in a timely manner.
• Risks related to implementing and executing strategic plans.
• Competition for solutions and harm to brand and reputation.
• Unfavorable global economic conditions, including volatility in interest rates, foreign currency markets, inflation, and supply chain disruptions.
• Risks associated with operating and expanding internationally.
• Failure to prevent cybersecurity incidents or data integrity issues.
• System failures and personnel disruptions that could delay the delivery of solutions.
• Loss of access to data sources or ability to transfer data.
• Failure of software vendors and network and cloud providers.
• Loss or diminution of key clients, business partners, or government contracts.
• Dependence on strategic alliances, joint ventures, and acquisitions.
• Inability to protect intellectual property adequately or cost-effectively.
• Claims for intellectual property infringement.
• Interruptions, delays, or outages to subscription or payment processing platforms.
• Risks related to acquiring and integrating businesses and divestitures.
• Inability to retain senior leadership and skilled employees.
• Risks related to changes in the political and legislative landscape.
• Risks related to registration and other rights held by certain large shareholders.
• Outbreaks of disease, global health pandemics, or the fear of such events.
• Potential for political, social, or economic unrest, terrorism, hostilities, or war.

Future Outlook

The company expects the transaction to close in the third quarter of 2025, subject to shareholder approval and customary closing conditions; Dun & Bradstreet will operate as a private company and continue to invest in its data and analytics capabilities.

Management Comments

• Anthony Jabbour, CEO, stated that the acquisition is an important step toward the company's long-term vision for growth.
• Jabbour believes that Clearlake's ownership will allow Dun & Bradstreet to build on its progress and accelerate its growth strategy.
• The CEO emphasized that it is business as usual and the company will continue to deliver for its clients.

Industry Context

Private equity firms are increasingly interested in data and analytics companies, especially those with strong data assets and potential for AI-driven growth; this acquisition reflects that trend.

Comparison to Industry Standards

• Similar acquisitions in the data and analytics space include Vista Equity Partners' acquisition of Tibco and Thoma Bravo's acquisition of Qlik.
• These deals highlight the value placed on companies with strong data assets and recurring revenue streams.
• The $9.15 per share valuation will need to be compared to other similar transactions to assess if it is a fair price.

Stakeholder Impact

• Shareholders will receive $9.15 per share in cash.
• Employees are assured that it is business as usual and the company will continue to operate normally.
• Customers are informed that the acquisition will not impact day-to-day operations and the company remains committed to their success.

Next Steps

• Shareholder vote on the proposed merger.
• Satisfaction of customary closing conditions.
• Regulatory approvals.
• Transition to a private company in the third quarter of 2025.

Key Dates

Keywords

acquisition, merger, Clearlake Capital Group, Dun & Bradstreet, private company, shareholder approval, data assets, AI, transaction