SCHEDULE 13D/A: Dun & Bradstreet to Go Private in $7.7 Billion Acquisition by Clearlake Capital Group

Dun & Bradstreet Holdings, Inc. has entered into a definitive agreement to be acquired by Clearlake Capital Group, L.P. for $9.15 per share in cash, valuing the transaction at $7.7 billion including debt.

Summary

• Dun & Bradstreet Holdings, Inc. (NYSE: DNB) has signed a definitive merger agreement to be acquired by Clearlake Capital Group, L.P. for an equity value of $4.1 billion, with the total transaction valued at $7.7 billion including outstanding debt.
• Under the terms, Dun & Bradstreet shareholders will receive $9.15 in cash for each share of common stock they own.
• The acquisition agreement has been unanimously approved by Dun & Bradstreet's Board of Directors.
• Key stockholders, including Thomas H. Lee Equity Fund VIII, L.P., Thomas H. Lee Parallel Fund VIII, L.P., THL Executive Fund VIII, L.P., THL Fund VIII Coinvestment Partners, L.P., THL Equity Fund VIII Investors (D&B), L.P., and THL Managers VIII, L.P., have entered into a Voting and Support Agreement.
• These Supporting Stockholders, collectively owning 22,583,313 shares (approximately 5.1% of outstanding shares), have agreed to vote all their owned shares in favor of the merger and adoption of the Merger Agreement.
• The agreement includes a 30-day 'go-shop' period, during which Dun & Bradstreet, with BofA Securities, will actively solicit alternative proposals.
• The transaction is anticipated to close in the third quarter of 2025, pending shareholder approval, regulatory clearances, and other customary closing conditions.
• Upon completion, Dun & Bradstreet will become a privately held company, and its common stock will no longer be listed on any public market.

Sentiment

Score: 8

Explanation: The document announces a definitive acquisition at a specific cash price per share, which is a positive and clear outcome for shareholders. The transaction is unanimously approved by the board and supported by major shareholders. The acquiring firm expresses strong confidence in the target's assets and future potential, particularly in AI-powered solutions. The company's past performance metrics (revenue, EBITDA growth, leverage reduction) are highlighted positively.

Positives

• The acquisition offers Dun & Bradstreet shareholders a cash payment of $9.15 per share, providing liquidity and a defined value.
• The company has demonstrated strong financial performance over the last six years, including approximately 40% revenue growth, 60% EBITDA growth, nearly 600 basis points of margin expansion, and a reduction in leverage from 9 times to 3.6 times.
• The partnership with Clearlake is expected to support Dun & Bradstreet in evolving and growing, particularly through the development of AI-powered solutions leveraging its trusted data assets.
• The Board of Directors unanimously approved the merger, indicating strong internal support for the transaction.

Risks

• The merger agreement could be terminated due to various events, changes, or circumstances.
• The proposed merger might not be completed if shareholder approval is not obtained or if other closing conditions are not satisfied.
• The merger process could disrupt management's attention from ongoing business operations.
• The announcement of the proposed merger may negatively affect relationships with customers, operating results, and the business generally.
• There is a risk that the proposed merger will not be consummated in a timely manner.
• General business risks include the ability to implement strategic plans, develop or sell solutions, maintain client relationships, and manage competition.
• Harm to the company's brand and reputation is a potential risk.
• Unfavorable global economic conditions, including volatility in interest rates, foreign currency markets, inflation, and supply chain disruptions, could impact the business.
• Risks are associated with operating and expanding internationally.
• Failure to prevent cybersecurity incidents or the perception of insecure confidential information poses a risk.
• Failures in the integrity of data or systems, as well as system failures and personnel disruptions, could delay solution delivery.
• Loss of access to data sources or the inability to transfer data across markets where the company operates is a risk.
• Dependence on software vendors and network/cloud providers, and potential termination of relationships with them, could be problematic.
• Loss or diminution of key clients, business partners, or government contracts could impact performance.
• Risks are associated with acquiring and integrating new businesses and divesting existing ones.
• The ability to retain senior leadership and attract/retain skilled employees is crucial.
• Changes in the political and legislative landscape, including corporate tax reform, could affect operations.
• Risks related to registration and other rights held by certain largest shareholders exist.
• Outbreaks of disease, global health pandemics, or geopolitical unrest (e.g., Russia-Ukraine conflict, Middle East conflict) could lead to economic uncertainty.

Future Outlook

Dun & Bradstreet anticipates evolving and growing under Clearlake's ownership, focusing on leveraging its data assets to deliver new AI-powered solutions for its global client base. The merger is expected to be completed in the third quarter of 2025, after which the company will operate as a privately held entity.

Management Comments

• Anthony Jabbour, CEO of Dun & Bradstreet, stated: "We have been on a strategic journey over the last six years, executing a major transformation that has strengthened our business and financial results. We have grown revenue by approximately 40%, EBITDA by 60%, expanded margins by nearly 600 basis points, and leverage has come down from 9 times to 3.6 times, all while extending our lead in data breadth, depth and quality. We are pleased to be partnering with Clearlake on this new leg of that journey. With their support, our team looks forward to evolving and growing the company with new ways to put our trusted, proprietary and mission-critical data assets to work for our clients."
• Behdad Eghbali, Co-Founder and Managing Partner at Clearlake, commented: "Dun & Bradstreet has built a trusted, globally recognized brand and has amassed a preeminent set of data and analytics that empower organizations of all sizes. As companies become more data-centric in their decisioning in this fast-paced world, we see vast potential for Dun & Bradstreet to deliver AI-powered solutions to their global client base. We are excited to partner with Anthony and his team to support the company in unlocking its full potential."

Industry Context

This acquisition underscores the increasing strategic importance and value of business decisioning data and analytics in the current market. The emphasis on AI-powered solutions aligns with broader industry trends towards leveraging advanced technologies for data monetization and enhanced business intelligence. The transaction also highlights the continued appetite of private equity firms, like Clearlake, to invest in established data and technology companies to drive growth and operational efficiencies in a rapidly evolving digital landscape.

Corporate Governance

Related Party Transactions

• The Voting and Support Agreement was entered into between Dun & Bradstreet Holdings, Inc., Denali Intermediate Holdings, Inc. (Parent), and several Thomas H. Lee entities (Stockholders). These Stockholders are significant beneficial owners of Dun & Bradstreet's common stock, making this agreement a related party transaction in support of the merger.

Stakeholder Impact

• Shareholders: Will receive $9.15 cash per share, leading to the delisting of Dun & Bradstreet's common stock from public markets upon merger completion.
• Employees: While not explicitly detailed, the transition to private ownership under Clearlake Capital Group may lead to strategic shifts and operational changes that could impact employees.
• Customers: Expected to benefit from continued innovation and the development of new AI-powered solutions, leveraging Dun & Bradstreet's data assets under the new ownership.
• Creditors: The transaction involves a significant debt component for funding, which will impact the company's capital structure and potentially its credit profile post-acquisition.

Next Steps

• Dun & Bradstreet will engage in a 30-day 'go-shop' period to solicit and evaluate alternative acquisition proposals.
• Dun & Bradstreet will file the merger agreement on Form 8-K with the SEC.
• A special meeting of shareholders will be held for Dun & Bradstreet shareholders to vote on the merger.
• The transaction requires regulatory clearances.
• The merger is expected to close in the third quarter of 2025.
• Upon completion, Dun & Bradstreet will become a privately held company, and its shares will be delisted from public markets.

Key Dates

Keywords

Dun & Bradstreet, Clearlake Capital Group, Merger, Acquisition, Private Equity, Business Data, Analytics, SEC Filing, Schedule 13D, Voting Agreement, Corporate Governance