An investor group led by CC Capital, Cannae Holdings and funds affiliated with Thomas H. Lee Partners agreed to acquire Dun & Bradstreet, a provider of commercial data, analytics and insight services for businesses. The merger is valued at $6.9 billion including the assumption of $1.5 billion of Dun & Bradstreet’s net debt and net pension obligations.
Bank of America Merrill Lynch, Citigroup, and RBC Capital Markets will provide debt financing to partially support the transaction. The remaining balance will be financed through committed equity financing provided by the investor group.
Under the terms of the agreement, Dun & Bradstreet shareholders will receive $145.00 in cash for each share of common stock they own. The purchase price represents a premium of approximately 30% over Dun & Bradstreet’s closing share price of $111.63 on February 12, 2018.
Thomas J. Manning will lead Dun & Bradstreet as CEO through the closing of the transaction, while James N. Fernandez, lead director at the company, will serve as chairman of the board.
“Today’s announcement is the culmination of a thoughtful and comprehensive review of the opportunities available to the company as part of a full portfolio. 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 Manning.
The merger agreement provides for a “go-shop” period of 45 days, during which Dun & Bradstreet will actively solicit, evaluate and potentially enter into negotiations with and provide due diligence access to parties that offer alternative proposals.
If no superior proposal is found, the transaction is expected to close within six months, subject to Dun & Bradstreet shareholder approval, regulatory clearances and other customary conditions.
JPMorgan is serving as financial advisor and Cleary Gottlieb Steen & Hamilton as legal counsel to Dun & Bradstreet. Financial advisors to the buyer include BofA Merrill Lynch, Citigroup, and RBC Capital Markets. Kirkland & Ellis is acting as legal advisor to the buyer.