Clearlake Capital Group has agreed to acquire Dun & Bradstreet, a data and analytics firm, in a transaction valued at approximately $7.7bn, including outstanding debt.
The deal, which has been unanimously approved by Dun & Bradstreet’s board of directors, values the company’s equity at $4.1bn.
Under the terms of the agreement, the New York Stock Exchange (NYSE)-listed Dun & Bradstreet shareholders will receive $9.15 in cash per share.
The acquisition will be financed through a combination of equity and debt, in line with the terms outlined in commitment letters related to the transaction.
The agreement includes a 30-day “go-shop” period, during which Dun & Bradstreet, with advisory support from BofA Securities, may solicit and consider alternative proposals. If a superior offer emerges, Dun & Bradstreet retains the right to terminate the agreement, subject to the conditions specified in the merger agreement filed with the US Securities and Exchange Commission on Form 8-K.
However, there is no guarantee that the process will result in an alternative proposal.
The acquisition is expected to be finalised in Q3 2025, subject to shareholder approval, regulatory clearances, and customary closing conditions. Dun & Bradstreet’s board has unanimously recommended that shareholders approve the merger at a forthcoming special meeting.
Following the completion of the deal, Dun & Bradstreet will become a privately held company, and its common stock will be delisted from public markets.
Dun & Bradstreet, which has been operating since 1841, provides business decisioning data and analytics to companies worldwide, supporting risk management and operational insights.
BofA Securities is acting as the financial adviser to Dun & Bradstreet, with Weil, Gotshal & Manges serving as legal counsel.
Clearlake Capital Group has engaged multiple financial advisers, including Morgan Stanley, Goldman Sachs, JP Morgan, Rothschild & Co, Barclays, Citi, Deutsche Bank, Santander, and Wells Fargo.
Ares Credit Funds and HSBC have also participated in the committed financing. Sidley Austin is providing legal counsel to Clearlake Capital Group.
Dun & Bradstreet recently reported its unaudited financial results for the fourth quarter and full year ending 31 December 2024. Revenue for the fourth quarter stood at $631.9m, reflecting a marginal increase of 0.2% compared to the same period in 2023.
Organic revenue, adjusted for currency fluctuations, rose by 0.3%. GAAP net income for the quarter was $7.8m, with diluted earnings per share of $0.02, compared to $1.7m and less than $0.01 per share in the previous year’s quarter.
Adjusted net income declined to $129m from $139.8m in the prior year. Adjusted EBITDA stood at $260m, representing a slight 0.2% decline, with an adjusted EBITDA margin of 41.2%.
