DEFA14A: Dun & Bradstreet Urges Stockholders to Approve Clearlake Merger at $9.15 Per Share

Dun & Bradstreet Holdings, Inc. is soliciting stockholder votes for a special meeting on June 12, 2025, to approve its merger with an affiliate of Clearlake Capital Group L.P. at $9.15 cash per share.

Summary

• Dun & Bradstreet Holdings, Inc. (the "Company") is holding a virtual special meeting of stockholders on June 12, 2025, at 11:00 a.m., Eastern Time.
• The primary purpose of the meeting is to vote on the proposed merger with Denali Intermediate Holdings, Inc. and Denali Buyer, Inc., which are subsidiaries of investment funds managed by Clearlake Capital Group L.P.
• If the merger is consummated, stockholders will receive $9.15 per share in cash, without interest and subject to applicable withholding taxes.
• Stockholders will vote on three proposals: (1) adoption of the Merger Agreement, (2) a non-binding advisory vote on merger-related executive compensation, and (3) adjournment of the special meeting if necessary to solicit additional proxies or provide proxy statement supplements.
• The Board of Directors of Dun & Bradstreet unanimously recommends that stockholders vote FOR all three proposals.
• Approval of the Merger Agreement Proposal requires the affirmative vote of holders of a majority of the outstanding shares entitled to vote on such matter.
• A failure to vote, assuming a quorum is present, will have the same effect as a vote AGAINST the Merger Agreement Proposal.

Sentiment

Score: 7

Explanation: The document is a formal solicitation for a merger vote, which the board unanimously recommends. It presents a clear path for stockholders to receive a fixed cash value for their shares, which is generally a positive outcome for shareholders seeking liquidity and certainty. The tone is encouraging for the merger's approval, despite the standard inclusion of risks associated with such transactions.

Positives

• The Board of Directors unanimously recommends the merger, indicating their belief it is in the best interest of stockholders.
• Stockholders are offered a fixed cash price of $9.15 per share, providing certainty of value and a clear liquidity event.
• The merger offers an exit for shareholders at a specific, pre-determined valuation.

Risks

• The occurrence of any event, change, or other circumstances that could give rise to the termination of the Merger Agreement.
• The inability to complete the Merger due to the failure to obtain stockholder approval or the failure to satisfy other conditions to completion of the Merger.
• Risks related to disruption of management's attention from ongoing business operations due to the Merger.
• The effect of the announcement of the Merger on relationships with customers, operating results, and business generally.
• The risk that the Merger will not be consummated in a timely manner.
• The company's ability to implement and execute its strategic plans to transform the business.
• The company's ability to develop or sell solutions in a timely manner or maintain client relationships.
• Competition for the company's solutions.
• Harm to the company's brand and reputation.
• Unfavorable global economic conditions including, but not limited to, 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 the perception that confidential information is not secure.
• Failure in the integrity of the company's data or systems.
• System failures and personnel disruptions, which could delay the delivery of solutions to clients.
• Loss of access to data sources or ability to transfer data across data sources in markets where the company operates.
• Failure of software vendors and network and cloud providers to perform as expected or if the relationship is terminated.
• Loss or diminution of one or more key clients, business partners, or government contracts.
• Dependence on strategic alliances, joint ventures, and acquisitions to grow the business.
• The company's ability to protect its 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 of existing businesses.
• The company's ability to retain members of the senior leadership team and attract and retain skilled employees.
• Risks related to changes in the political and legislative landscape in which the company operates (including as a result of changes in domestic and international governments and policies) and potential corporate tax reform, and the company's ability to adapt to those changes.
• Risks related to registration and other rights held by certain of the company's largest stockholders.
• An outbreak of disease, global or localized health pandemic or epidemic, or the fear of such an event, including the global economic uncertainty and measures taken in response.
• The potential for political, social, or economic unrest, terrorism, hostilities or war, including increased economic uncertainty related to the ongoing conflict between Russia and Ukraine, the conflict in the Middle East, and associated trends in macroeconomic conditions.

Future Outlook

The document primarily focuses on the proposed merger and the solicitation of votes for its approval, rather than providing a detailed future business outlook for the company. If the merger is approved and consummated, Dun & Bradstreet will become a wholly-owned subsidiary of Parent, an affiliate of Clearlake Capital Group L.P.

Management Comments

• "Your voting participation is requested for this important meeting."
• "The board of directors of Dun & Bradstreet unanimously recommends that Dun & Bradstreet stockholders vote FOR the Merger Agreement Proposal, FOR the Merger-Related Compensation Proposal, and FOR the Adjournment Proposal."
• "Every vote no matter how large or small is important."
• "Please vote your shares today and please take advantage of Internet or telephone voting as the most prompt means to record your vote and avoid further solicitation costs."
• "On behalf of the board of directors of Dun & Bradstreet, thank you for your continued support." (Anthony M. Jabbour, Chief Executive Officer)

Industry Context

This document details a specific corporate acquisition within the business information and data analytics industry. Such mergers are common as companies seek to consolidate market share, achieve synergies, or as private equity firms look to acquire established businesses for strategic restructuring or growth. Clearlake Capital's acquisition of Dun & Bradstreet reflects a broader trend of private equity investment in mature, data-rich companies, aiming to unlock value outside of public market scrutiny.

Corporate Governance

Related Party Transactions

• Parent and Merger Sub are subsidiaries of certain investment funds managed by affiliates of Clearlake Capital Group L.P., which is the acquiring entity in the merger.
• The document refers to the proxy statement and the 2024 Form 10-K for detailed information regarding the interests of directors and executive officers in the Merger, which may include related party considerations.

Stakeholder Impact

• Shareholders: Will receive $9.15 per share in cash if the merger is consummated, providing a liquidity event and fixed return. Failure to vote has the same effect as a vote against the merger.
• Management/Employees: Executive officers may receive merger-related compensation. The document also lists risks related to retaining senior leadership and skilled employees post-merger.
• Customers/Business Partners: Risks include potential disruption to relationships and business operations generally due to the merger announcement and transition.

Next Steps

• Stockholders are urged to vote on the Merger Agreement Proposal, Merger-Related Compensation Proposal, and Adjournment Proposal at the special meeting on June 12, 2025.
• If approved by stockholders and all other conditions are met, the Merger will be consummated.
• Upon consummation, Dun & Bradstreet will survive the Merger as a wholly owned subsidiary of Parent (an affiliate of Clearlake Capital Group L.P.).

Key Dates

Recommendation

Keywords

Dun & Bradstreet, DNB, Merger, Acquisition, Clearlake Capital, Proxy Statement, Special Meeting, Stockholder Vote, Cash Consideration, Corporate Governance, Business Information, Data Analytics, Risk Management