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Dun and Bradstreet Agrees to Buyout by Investor Group Led by CC Capital, Cannae Holdings and Thomas H. Lee Partners
Thursday 09 August 2018

9 August 2018 - US-based business commercial data, analytics and insights provider Dun and Bradstreet (NYSE: DNB) 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., along with a group of other distinguished investors, the company said.

Under the terms of the agreement, which has been unanimously approved by Dun and Bradstreet's board of directors, Dun and Bradstreet shareholders will receive USD 145.00 in cash for each share of common stock they own, in a transaction valued at USD 6.9bn including the assumption of USD 1.5bn of Dun and Bradstreet's net debt and net pension obligations.

The purchase price represents a premium of approximately 30% over Dun and Bradstreet's closing share price of USD 111.63 on February 12, 2018, the last day of trading prior to Dun and 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 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.

This merger agreement provides for a "go-shop" period, during which Dun and 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 and 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.

The transaction is expected to close within six months, subject to Dun and Bradstreet shareholder approval, regulatory clearances and other customary closing conditions. The Dun and 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 and Bradstreet will become a privately held company and shares of Dun and Bradstreet common stock will no longer be listed on any public market.
CC Capital is a private investment firm founded in 2016 by Chinh Chu, with a focus on investing in and operating high-quality companies for the long term. Prior to founding CC Capital, Chu had a successful 25-year career at Blackstone and played an instrumental role in building its Private Equity business.

Over the course of his career at Blackstone, Chu led several industry verticals for the Private Equity group, including financial services, technology, chemicals, and healthcare products. He served as co-chairman of the firm's Private Equity Investment Committee and served on the firm's Executive Committee.

Cannae is a diversified holding company with over USD 1bn in book value in assets and boasts a strong track record of investing in a diverse range of assets. Cannae holds majority and minority equity investment stakes in a number of entities, including Ceridian Holdings, LLC, American Blue Ribbon Holdings, LLC and T-System Holding LLC.

Principals at Cannae have successfully acquired over 100 companies with aggregate consideration in excess of USD 30bn for Fidelity National Financial. Inc., Cannae and related companies over the last 20 years.

Thomas H. Lee Partners, L.P. is a premier private equity firm investing in growth companies, headquartered in North America, exclusively in four industry sectors: Business and Financial Services, Consumer and Retail, Healthcare, and Media, Information Services and Technology.

J.P. Morgan is serving as financial advisor to Dun and Bradstreet, and Cleary Gottlieb Steen and 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 and Ellis LLP is acting as legal advisor to the buyer.
Details
Date Published: 09/08/2018
Target: Dun and Bradstreet
Country: USA
Deal Size: 6.9bn (USD)
Sector: Media
Type: LBO
Financing: Cash
Status: Agreed
Vendor:
Buyer: Investors led by CC Capital, Cannae Holdings and funds affiliated with Thomas H. Lee Partners
Buyer Advisor: Kirkland and Ellis
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