Dun & Bradstreet, a global provider of commercial data, analytics and insights for businesses, announced that it has entered into a definitive merger agreement to be acquired by an investor group led by CC Capital, Cannae Holdings and funds affiliated with Thomas H. Lee Partners, L.P. (THL), along with a group of other distinguished investors.
The transaction will be financed through a combination of committed equity financing provided by the Investor Group, as well as debt financing that has been committed to by BofA Merrill Lynch, Citigroup Inc., and RBC Capital Markets.
Under the terms of the agreement, which has been unanimously approved by Dun & Bradstreet’s Board of Directors, Dun & Bradstreet shareholders will receive $145.00 in cash for each share of common stock they own, in a transaction valued at $6.9 billion including the assumption of $1.5 billion of Dun & Bradstreet’s net debt and net pension obligations.
The purchase price represents a premium of approximately 30% over Dun & Bradstreet’s closing share price of $111.63 on February 12, 2018, the last day of trading prior to Dun & Bradstreet’s announcement of a strategic review and an indication of its willingness to consider all options for value creation.
Thomas J. Manning will lead the Company as Chief Executive Officer through the closing of the transaction. James N. Fernandez, a director of the Company since 2004 and Lead Director since February 2018, will serve as Chairman of the Board through the closing of the transaction.
“Today’s announcement is the culmination of a thoughtful and comprehensive review of the value creation opportunities available to the Company as part of a full portfolio and business assessment and exploration of strategic alternatives with multiple financial sponsors. As a result of this process, the Dun & Bradstreet Board of Directors unanimously determined that this all-cash transaction with the Investor Group is in the best interest of our shareholders and our Company,” said Mr. Manning.
Chinh Chu, Senior Managing Director and Founder of CC Capital, stated, “Dun & Bradstreet is a high-quality business with a 177-year history of serving its global customer base. We look forward to working with our partners and Dun & Bradstreet’s talented team to unlock the immense potential within this venerable company.”
William P. Foley II, Chairman of Cannae Holdings, said, “In an increasingly data-driven world, Dun & Bradstreet’s insight-driven business model and interconnectivity across industries has positioned the Company for continued success. We are excited to grow the Company, increase operating efficiencies and improve the Dun & Bradstreet customer experience by providing enhanced business solutions.”
Thomas Hagerty, a Managing Director at THL added, “We are honored to partner with an established leader in the commercial data and insight industry with a long history of excellence in helping customers and partners around the globe. As a private company, Dun & Bradstreet will be well positioned to reinvigorate growth and create increased value for all stakeholders.”
The merger agreement provides for a “go-shop” period, during which 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. The go-shop period is 45 days. 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, which Dun & Bradstreet will be filing presently 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 within six months, subject to Dun & Bradstreet shareholder approval, regulatory clearances and other customary closing conditions. The Dun & Bradstreet Board is unanimously recommending that shareholders vote to adopt the merger agreement at an upcoming special meeting of the shareholders.
Upon the 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.
J.P. Morgan is serving as financial advisor to Dun & Bradstreet, and Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel.
Financial advisors to the buyer include BofA Merrill Lynch, Citigroup Inc., and RBC Capital Markets. Citigroup Inc. is acting as sole equity private placement agent to the buyer. Kirkland & Ellis LLP is acting as legal advisor to the buyer.