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Investor group to buy Dun & Bradstreet in deal valued at more than $6B

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Investor group to buy Dun & Bradstreet in deal valued at more than $6B

An investor group agreed to acquire Dun & Bradstreet Corp.

The investor group is led by CC Capital, Cannae Holdings Inc. and funds affiliated with Thomas H. Lee Partners LP, along with a group of other investors.

Under the deal, Dun & Bradstreet shareholders will receive $145 in cash for each common share held, in a transaction valued at $6.9 billion, including the assumption of $1.5 billion of Dun & Bradstreet's net debt.

The transaction will be funded through a combination of committed cash and debt financing. The former will be provided by the investment consortium, while the latter has been committed to by Bank of America Merrill Lynch, Citigroup, and RBC Capital Markets.

Upon deal completion, which is expected to occur within six months, Dun & Bradstreet will become a privately held company.

Dun & Bradstreet said that the purchase price represents a premium of about 30% over its closing share price of $111.63 on Feb. 12, the last trading day before its announcement of a strategic review and an indication of its willingness to consider all options for value creation.

Thomas Manning will lead Dun & Bradstreet as CEO through deal completion, with Dun & Bradstreet Lead Director James Fernandez serving as chairman.

J.P. Morgan and Cleary Gottlieb Steen & Hamilton LLP are serving as Dun & Bradstreet's financial adviser and legal counsel, respectively.

Financial advisers to the buyer include BofA Merrill Lynch, Citigroup Inc. and RBC Capital Markets. Citigroup Inc. is serving as sole equity private placement agent to the buyer, while Kirkland & Ellis LLP is acting as the buyer's legal adviser.

According to Dun & Bradstreet's release, the merger agreement provides for a 45-day "go-shop" period. During that period, Dun & Bradstreet, with the assistance of J.P. Morgan, will actively solicit, evaluate and potentially enter into negotiations with and provide due diligence access to parties that offer alternative proposals.

Dun & Bradstreet will have the right to terminate the merger agreement to enter into a superior proposal, subject to the conditions and procedures specified in the merger agreement. But there can be no assurance this process will result in a superior proposal. The company said it does not intend to disclose developments about the process unless and until its board has made a decision with respect to any potential superior proposal.

Meanwhile, in its earnings release, Dun & Bradstreet reported second-quarter GAAP revenue of $439.6 million, up 8% year over year both after and before the effect of foreign exchange.