Dun & Bradstreet Shareholders Approve Merger Deal

Dun & Bradstreet (DNB) shareholders approved the merger agreement with Denali Intermediate Holdings, paving the way for its acquisition by Clearlake Capital in a $7.7 billion deal, including debt. Shareholders will receive $9.15 per share in cash, leading Jefferies to downgrade DNB to Hold with a $9.15 price target; the deal is expected to close in Q3 2025, pending regulatory approvals, after which DNB will become a private entity.

Analysis

Dun & Bradstreet Holdings, Inc. (DNB) shareholders have approved the merger agreement with Denali Intermediate Holdings, Inc. and its subsidiary, Denali Buyer, Inc., with 78.31% of eligible shareholders participating and 345,907,555 votes in favor. This approval is significant given DNB's stock had declined over 25% in the preceding six months. The merger, originally announced on March 23, 2025, will result in Dun & Bradstreet becoming a wholly owned subsidiary of Parent (Denali Intermediate Holdings). This development is part of a larger transaction where Clearlake Capital Group is acquiring Dun & Bradstreet in a deal valued at $7.7 billion, including an equity value of $4.1 billion. DNB shareholders are set to receive $9.15 per share in cash. The acquisition is being financed partly by a substantial $5.5 billion private debt deal, one of the largest in history, led by Ares Management Corp. (ARES), and is expected to close in the third quarter of 2025, subject to regulatory approvals and customary closing conditions. Reflecting the terms of the acquisition, Jefferies has downgraded DNB's stock from Buy to Hold and adjusted its price target to $9.15. The agreement includes a 30-day "go-shop" period, allowing DNB to solicit superior proposals, although the company's Board of Directors has unanimously approved the current deal. Upon completion, Dun & Bradstreet will transition to a privately held entity and its stock will be delisted from public markets.

Key Decisions for Investors

• Given the $9.15 per share cash offer from Clearlake Capital, which has been approved by Dun & Bradstreet's shareholders and Board, existing DNB investors should anticipate this payout upon deal completion, recognizing that this price now effectively caps near-term upside unless a superior bid emerges during the 30-day "go-shop" period.
• Investors should closely monitor announcements regarding regulatory approvals and the satisfaction of other closing conditions, as these will determine the final timing of the transaction's close, expected in Q3 2025, and the subsequent delisting of DNB shares.