Investor Group Led by CC Capital, Cannae Holdings and Thomas H. Lee Partners’s $6.9 billion Acquisition of Dun & Bradstreet

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.

Dun & Bradstreet (NYSE:DNB), the global leader in commercial data, analytics and insights for businesses, has entered into a definitive merger agreement to be acquired by an investor group (the “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.

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.

Cleary advised D&B with a team led by Ethan Klingsberg and Paul M. Tiger.

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.

The Dun & Bradstreet Corporation, led by Thomas J Manning, Richard H Veldran and Christie A Hill, in 2017 recorded $1.742 Billion Revenues.

The Kirkland team was led by corporate partners Lauren Colasacco (Picture), Daniel Wolf and Peter Martelli and included corporate associates Keri Schick Norton, Alyssa McAnney and Gilad Zohari; debt finance partners Melissa Hutson and Suhan Shim; capital markets partner Michael Kim; and investment funds partner John Kelley.

 

Involved fees earner: Lauren Colasacco – Kirkland & Ellis; Daniel Wolf – Kirkland & Ellis; Peter Martelli – Kirkland & Ellis; Keri Schick Norton – Kirkland & Ellis; Alyssa McAnney – Kirkland & Ellis; Gilad Zohari – Kirkland & Ellis; Melissa Hutson – Kirkland & Ellis; Suhan Shim – Kirkland & Ellis; Michael Kim – Kirkland & Ellis; John Kelley – Kirkland & Ellis; Ethan Klingsberg – Cleary Gottlieb Steen & Hamilton; Paul Tiger – Cleary Gottlieb Steen & Hamilton;

Law Firms: Kirkland & Ellis; Cleary Gottlieb Steen & Hamilton;

Clients: Thomas H. Lee Partners, L.P.; Dun & Bradstreet; CC Capital Management LLC; Cannae Holdings Inc.;