DEFA14A: Dun & Bradstreet to be Acquired by Clearlake Capital in $7.7 Billion Deal

Dun & Bradstreet is set to be acquired by Clearlake Capital Group for $9.15 per share in cash, valuing the transaction at $7.7 billion.

Summary

• Dun & Bradstreet has entered into a definitive agreement to be acquired by Clearlake Capital Group in a deal valued at $7.7 billion.
• Shareholders will receive $9.15 per share in cash.
• The purchase price represents an equity value of $4.1 billion.
• Dun & Bradstreet has experienced significant growth in revenue (approximately 40%) and EBITDA (60%) over the past six years.
• The company's leverage has decreased from 9 times to 3.6 times during the same period.
• The agreement includes a 30-day go-shop period to solicit alternative proposals.
• The transaction is expected to close in the third quarter of 2025.
• The deal is subject to shareholder approval, regulatory clearances, and other customary closing conditions.
• Upon completion, Dun & Bradstreet will become a privately held company.

Sentiment

Score: 8

Explanation: The document conveys a positive sentiment due to the acquisition agreement, the premium offered to shareholders, and the anticipated benefits of the partnership with Clearlake Capital. The management comments and the details of the transaction suggest a favorable outcome for both companies.

Positives

• The acquisition provides shareholders with a cash payment of $9.15 per share.
• Dun & Bradstreet will gain the support of Clearlake Capital to evolve and grow the company.
• Clearlake intends to support Dun & Bradstreet in delivering AI-powered solutions to its global client base.
• The go-shop period allows Dun & Bradstreet to seek potentially superior proposals.

Negatives

• The transaction will result in Dun & Bradstreet becoming a privately held company, and its shares will no longer be listed on any public market.

Risks

• The transaction is subject to shareholder approval and regulatory clearances, which may not be obtained.
• The go-shop period may not result in a superior proposal.
• The transaction may be terminated if certain events, changes, or circumstances occur.
• The announcement of the proposed merger could disrupt management's attention from ongoing business operations.
• The proposed merger could negatively impact relationships with customers, operating results, and the business in general.
• The proposed merger may not be consummated in a timely manner.

Future Outlook

The transaction is expected to close in the third quarter of 2025, subject to customary closing conditions. Clearlake intends to support Dun & Bradstreet in delivering AI-powered solutions to its global client base.

Management Comments

• Anthony Jabbour, CEO of Dun & Bradstreet, stated that the company has been on a strategic journey over the last six years, strengthening its business and financial results.
• He expressed pleasure in partnering with Clearlake for the next phase of growth.
• Behdad Eghbali and James Pade from Clearlake see vast potential for Dun & Bradstreet to deliver AI-powered solutions to its global client base.

Industry Context

The acquisition reflects the increasing importance of data and analytics in business decision-making and the growing trend of private equity firms investing in data-driven companies.

Comparison to Industry Standards

• The $7.7 billion valuation is comparable to other recent acquisitions in the data and analytics space.
• Similar transactions include Vista Equity Partners' acquisition of Tibco for approximately $4.3 billion and Thoma Bravo's acquisition of Qlik for approximately $3 billion.
• The multiple of EBITDA paid in this transaction is within the typical range for acquisitions of established data and analytics providers.

Stakeholder Impact

• Shareholders will receive $9.15 per share in cash.
• Employees may experience changes as Dun & Bradstreet becomes a privately held company.
• Customers may benefit from the delivery of AI-powered solutions.
• The acquisition could impact relationships with suppliers and business partners.

Next Steps

• Dun & Bradstreet will solicit, evaluate, and potentially negotiate with parties that submit alternative proposals during the go-shop period.
• Dun & Bradstreet shareholders will vote to approve the merger at a special meeting.
• The parties will seek regulatory clearances.
• The transaction is expected to close in the third quarter of 2025.

Key Dates

Keywords

acquisition, merger, Dun & Bradstreet, Clearlake Capital, shareholders, data analytics, business decisioning, go-shop period, definitive agreement