M&A - Dun & Bradstreet Holdings, Inc.

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.