M&A - Dun & Bradstreet Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-06-12

Corporate Action: Merger

Type: New

Accession Number: 000110465925058958

Filing Summary: On June 12, 2025, Dun & Bradstreet Holdings, Inc. held a virtual special meeting of stockholders. The meeting focused on key proposals, notably the adoption of a Merger Agreement, which was approved with significant majority support. The Merger Agreement entails the merger of Dun & Bradstreet with Denali Intermediate Holdings, Inc., which is part of an overarching transaction structure whereby Dun & Bradstreet will operate as a wholly owned subsidiary of Denali. The voting results for the Merger Agreement showed 345,907,555 votes in favor versus 3,049,985 against, with 656,790 abstentions. Additionally, stockholders approved a non-binding compensation proposal for executives related to the merger, which garnered 344,402,070 votes for and 4,510,109 against. The meeting concluded without the need for an adjournment as sufficient votes were present for the key proposals, marking a significant step in the company's strategic direction.

Form Type: DEFA14A

Filing Date: 2025-06-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925056019

Filing Summary: On June 3, 2025, Dun & Bradstreet Holdings, Inc. provided proxy materials to its stockholders for an upcoming special meeting scheduled for June 12, 2025. The proxy outlines a proposed merger under an Agreement and Plan of Merger executed on March 23, 2025, between Dun & Bradstreet, Denali Intermediate Holdings, Inc., and Denali Buyer, Inc., where the latter will merge with Dun & Bradstreet. The company will continue as a wholly-owned subsidiary of Denali Intermediate Holdings, which is affiliated with Clearlake Capital Group L.P. Stockholders will vote on three proposals: (1) adopting the Merger Agreement, (2) approving a non-binding advisory vote on executive compensation related to the merger, and (3) a proposal for potential adjournment of the meeting if necessary. Upon consummation of the merger, shareholders will receive $9.15 per share in cash, subject to specific conditions. The company's board unanimously recommends voting for all proposals, emphasizing the importance of each vote in the decision-making process.

Form Type: DEFM14A

Filing Date: 2025-05-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925047992

Filing Summary: Dun & Bradstreet Holdings, Inc. filed a definitive proxy statement related to a proposed merger with Denali Intermediate Holdings, Inc. and Denali Buyer, Inc., a direct wholly-owned subsidiary of Denali. The merger, planned for June 12, 2025, is subject to stockholder approval and will convert each share of Dun & Bradstreet common stock into $9.15 in cash. The Board of Directors has unanimously approved the merger, stating it serves the best interests of the stockholders. The proposal includes two additional items: a non-binding vote on executive compensation related to the merger and a proposal to adjourn the meeting if necessary. The meeting's record date is May 9, 2025, and stockholders are urged to vote promptly, as failure to do so may effectively count against the merger approval.

Form Type: 8-K

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925027293

Filing Summary: On March 23, 2025, Dun & Bradstreet Holdings, Inc. entered into a Merger Agreement with Denali Intermediate Holdings, Inc. and Denali Buyer, Inc. Under the terms, Denali Buyer will merge with Dun & Bradstreet, with the latter surviving as a wholly owned subsidiary of Denali Intermediate Holdings. Each share of Dun & Bradstreet's common stock will convert into cash, valued at $9.15 per share, excluding certain shares owned by specific parties and dissenting stockholders. The Board approved the Merger Agreement, deemed it advisable and fair, and recommended its adoption by stockholders. The agreement outlines treatment for outstanding equity awards, effective closing conditions, and termination rights for both parties. Notably, the merger is supported by significant financial commitments from Clearlake Capital Group, with equity and debt financing secured to facilitate this transaction.

Form Type: DEFA14A

Filing Date: 2025-03-24

Corporate Action: Merger

Type: New

Accession Number: 000110465925027296

Filing Summary: On March 23, 2025, Dun & Bradstreet Holdings, Inc. entered into a Merger Agreement with Denali Intermediate Holdings, Inc. and Denali Buyer, Inc., pursuant to which the latter will merge with and into Dun & Bradstreet, making it a wholly owned subsidiary of Denali. The Board of Directors unanimously approved the Merger Agreement, agreeing it is fair and beneficial for the stockholders. The Merger will result in each issued share of Dun & Bradstreet common stock being converted into a cash payment of $9.15 per share, except for shares owned by the merging parties or dissenting stockholders. Additionally, the treatment of equity awards, options, and vested/unvested shares are outlined, detailing their conversion into new stock units or cash payments based on the Merger Consideration. The agreement includes customary representations and warranties along with covenants to ensure the parties fulfill their obligations. A 'Go-Shop Period' allows the Company to solicit alternative acquisition proposals for a limited time, followed by 'no-shop' restrictions. Customary termination rights are established, including fees of $123 million to be paid by Dun & Bradstreet if they withdraw endorsement for the Merger. The parties engaged in joint communications regarding the transaction, incorporating all necessary legal disclosures and providing for regulatory compliance related to antitrust laws. The agreement is subject to further approvals and conditions before the merger is finalized, with specific termination rights established for both parties to maintain obligations in the transition process.

Form Type: DEFA14A

Filing Date: 2025-03-24

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925027309

Filing Summary: Dun & Bradstreet Holdings, Inc. has announced its intention to be acquired by Clearlake Capital Group. A definitive agreement has been reached for the acquisition, which will result in Dun & Bradstreet becoming a private company. Shareholders are expected to receive $9.15 per share in cash upon closing of the transaction. The acquisition is subject to shareholder approval and customary closing conditions, with completion anticipated in the third quarter of 2025. The management team emphasized the supportive role of Clearlake in accelerating Dun & Bradstreet's growth strategy, particularly in the evolving market influenced by AI. Until the deal is finalized, the company will continue its normal operations as a public entity, maintaining its focus on client delivery and ongoing business activities.