Form 4: THL Funds Exit Dun & Bradstreet Stake in Merger
Insider Transaction Report (Merger-Related Disposition)
Thomas H. Lee entities and affiliated individuals disposed of their entire beneficial ownership in Dun & Bradstreet Holdings, Inc. following its acquisition for $9.15 per share.
Summary
- Thomas H. Lee (THL) entities and individuals reported the disposition of their beneficial ownership in Dun & Bradstreet Holdings, Inc. (DNB).
- The disposition occurred on August 26, 2025, as a result of the Agreement and Plan of Merger dated March 23, 2025, by and among the Issuer, Denali Intermediate Holdings, Inc., and Denali Buyer, Inc.
- Under the merger agreement, each outstanding share of DNB common stock was cancelled and converted into the right to receive $9.15 in cash per share.
- THL Equity Fund VIII, L.P. disposed of 6,142,612 shares of common stock.
- Thomas H. Lee Parallel Fund VIII, L.P. disposed of 11,184,899 shares of common stock.
- THL Fund VIII Coinvestment Partners, L.P. disposed of 730,006 shares of common stock.
- THL Executive Fund VIII, L.P. disposed of 468,969 shares of common stock.
- THL Equity Fund VIII Investors (D&B), L.P. disposed of 3,998,617 shares of common stock.
- Messrs. Thomas M. Hagerty and Gnaneshwar B. Rao, as members of the board of directors, had their outstanding restricted stock awards (whether vested or unvested) converted into the merger consideration plus accumulated but unpaid dividend equivalent rights.
- The reported dispositions related to restricted stock awards for directors totaled 144,108 shares (42,949, 42,949, and 58,210 shares).
- Following these transactions, the reporting persons beneficially own 0 direct shares of Dun & Bradstreet Holdings, Inc. common stock.
Sentiment
Score: 5
Explanation: Neutral, as the filing is a factual report of a completed transaction (disposition of shares due to a merger) and does not contain forward-looking statements or operational performance metrics that would indicate a positive or negative sentiment.
Positives
- Reporting persons received cash consideration for their shares, realizing their investment in Dun & Bradstreet Holdings, Inc.
- The merger provided a clear and complete exit strategy for the Thomas H. Lee affiliated funds and individuals.
Negatives
- Reporting persons no longer hold an equity stake in Dun & Bradstreet Holdings, Inc. following the merger.
Risks
- No new risks are introduced by this Form 4; it reports the outcome of a past event. The risks associated with the merger itself would have been disclosed in prior filings.
Future Outlook
Not applicable, as this filing reports a completed transaction and does not contain forward-looking statements or guidance.
Management Comments
- Not applicable, as this filing reports a completed transaction and does not contain direct management quotes.
Industry Context
This filing reflects a private equity firm's exit from a portfolio company through a take-private transaction, a common strategy in the financial services and data analytics industry. Such exits often occur when a company reaches a mature stage or when market conditions are favorable for an acquisition, leading to a change in ownership structure.
Comparison to Industry Standards
- Not applicable, as this filing reports a specific transaction rather than operational performance or financial results that would be benchmarked against industry peers.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Thomas M. Hagerty | N/A | 08/26/2025 | Cessation of beneficial ownership and likely board membership due to the completion of the merger. |
| Director | Gnaneshwar B. Rao | N/A | 08/26/2025 | Cessation of beneficial ownership and likely board membership due to the completion of the merger. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Change of Control | The merger agreement resulted in a change of control for Dun & Bradstreet Holdings, Inc., with all outstanding shares being converted to cash. | 08/26/2025 | This event fundamentally alters the ownership structure and corporate governance of the Issuer, transitioning it from a publicly traded entity to a privately held subsidiary of Denali Intermediate Holdings, Inc. |
Legal Proceedings
- Not applicable, no legal proceedings are mentioned in this filing.
Related Party Transactions
- Not applicable, the filing details the organizational structure of the THL Funds and their relationship to the directors, but the reported transaction is a disposition of shares due to a third-party merger, not a related-party transaction in the context of special dealings.
Stakeholder Impact
- Shareholders: Received $9.15 cash per share for their holdings, completing their investment in the company.
- Reporting Persons (THL Funds and individuals): Exited their investment in Dun & Bradstreet Holdings, Inc., concluding their ownership and influence.
Next Steps
- No further actions or milestones are mentioned for the reporting persons in relation to Dun & Bradstreet Holdings, Inc., as their equity stake has been fully disposed of.
Key Dates
| Date | Description |
|---|---|
| 03/23/2025 | Date of the Agreement and Plan of Merger between Dun & Bradstreet Holdings, Inc., Denali Intermediate Holdings, Inc., and Denali Buyer, Inc. |
| 08/26/2025 | Date of the earliest transaction required to be reported, reflecting the disposition of shares due to the merger. |
Keywords
Dun & Bradstreet, DNB, Thomas H. Lee, THL, Merger, Acquisition, Form 4, Beneficial Ownership, Stock Disposition, Private Equity Exit
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