Clearlake Capital Group, L.P., (together with certain of its affiliates, “Clearlake”), today announced that it has entered into a definitive agreement to acquire Dun & Bradstreet Holdings, Inc. (“Dun & Bradstreet”) (NYSE: DNB), a leading global provider of business decisioning data and analytics, in a transaction valued at $7.7 billion, including outstanding debt / with an equity value of $4.1 billion.
Under the terms of the agreement, which has been unanimously approved by Dun & Bradstreet’s Board of Directors, Dun & Bradstreet shareholders will receive $9.15 in cash for each share of common stock they own.
“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,” said Anthony Jabbour, CEO of Dun & Bradstreet. “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.”
“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,” said Behdad Eghbali, Co-Founder and Managing Partner, and James Pade, Partner, at Clearlake. “We are excited to partner with Anthony and his team to support the company in unlocking its full potential.”
Transaction Details
The purchase price will be funded by Clearlake with a combination of equity and debt financing on the terms set forth in the respective commitment letters executed in connection with the transaction.
The agreement provides for a “go-shop” period, during which Dun & Bradstreet, with the assistance of BofA Securities, will actively solicit, evaluate and potentially enter into negotiations with and provide due diligence access to parties that submit alternative proposals. The go-shop period is 30 days. Dun & Bradstreet will have the right to terminate the agreement and enter into a superior proposal, subject to the conditions and procedures specified in the merger agreement to be filed by Dun & Bradstreet with the Securities and Exchange Commission today on Form 8-K. There can be no assurance this process will result in a superior proposal. Dun & Bradstreet does not intend to disclose developments about this process unless and until its Board of Directors has made a decision with respect to any potential superior proposal.
The transaction is expected to close in the third quarter of 2025, subject to Dun & Bradstreet shareholder approval, regulatory clearances and other customary closing conditions. The Dun & Bradstreet Board unanimously recommends that shareholders vote to approve the merger at an upcoming special meeting of shareholders.
Upon completion of the transaction, Dun & Bradstreet will become a privately held company and shares of Dun & Bradstreet common stock will no longer be listed on any public market.
BofA Securities is serving as financial advisor to Dun & Bradstreet and Weil, Gotshal & Manges LLP is serving as legal counsel.
Financial advisors to Clearlake include Morgan Stanley, Goldman Sachs, JP Morgan, Rothschild & Co, Barclays, Citi, Deutsche Bank, Santander, and Wells Fargo. Ares Credit Funds and HSBC also participated in the committed financing for the transaction. Sidley Austin LLP is serving as legal counsel to Clearlake.