Dun & Bradstreet, a global leader in commercial data, analytics and insights based in Short Hills, announced Thursday morning it 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, along with a group of other distinguished investors, the company announced.
Dun & Bradstreet officials said shareholders will receive $145 in cash for each share of common stock they own, in a transaction valued at $5.4 billion. The deal also includes the assumption of $1.5 billion of Dun & Bradstreet’s net debt and net pension obligations.
The company said the agreement was unanimously approved by Dun & Bradstreet’s board of directors.
The purchase price represents a premium of approximately 30 percent over Dun & Bradstreet’s closing share price of $111.63 on Feb. 12, the last day of trading prior to its announcement of a strategic review and an indication of its willingness to consider all options for value creation.
The company did not announce leadership plans moving forward, but officials said Thomas J. Manning will serve as CEO and James N. Fernandez will serve as board chair through the closing of the transaction.
“Today’s announcement is the culmination of a thoughtful and comprehensive review of the value creation opportunities available to the company as part of a full portfolio and business assessment and exploration of strategic alternatives with multiple financial sponsors,” Manning said in the release. “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.”
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.
The merger agreement provides for a “go-shop” period, during which Dun & 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 & 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, which Dun & Bradstreet will be filing presently on Form 8-K.
There can be no assurance this process will result in a superior proposal. Dun & Bradstreet does not intend to disclose developments about this process unless and until its board of directors has made a decision with respect to any potential superior proposal.
The transaction is expected to close within six months, subject to Dun & Bradstreet shareholder approval, regulatory clearances and other customary closing conditions. The Dun & 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 & Bradstreet will become a privately held company and shares of Dun & Bradstreet common stock will no longer be listed on any public market.
Chinh Chu, founder and senior managing director of CC Capital, said his group is eager to get started.
“Dun & Bradstreet is a high-quality business with a 177-year history of serving its global customer base,” he said in a release. “We look forward to working with our partners and Dun & Bradstreet’s talented team to unlock the immense potential within this venerable company.”
William P. Foley II, chairman of Cannae Holdings, agreed.
“In an increasingly data-driven world, Dun & Bradstreet’s insight-driven business model and interconnectivity across industries has positioned the company for continued success,” he said. “We are excited to grow the company, increase operating efficiencies and improve the Dun & Bradstreet customer experience by providing enhanced business solutions.”
J.P. Morgan is serving as financial adviser to Dun & Bradstreet, and Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel.
Financial advisers 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 adviser to the buyer.
