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Sidley Austin and Weil Gotshal & Manges have been called in for Clearlake Capital’s $7.7bn acquisition of Dun & Bradstreet, one of Wall Street’s oldest data analytics companies.
Weil is acting for Dun & Bradstreet on the deal, which ends its second stint as a public company after its listing on the New York Stock Exchange in 2020. Weil guided the company on the IPO, which valued it at around $9bn, with the deal team this time led by corporate chair Michael Aiello and M&A partner Amanda Fenster.
Meantime Sidley is acting for longtime client Clearlake, with the team led by M&A and private equity partners Mehdi Khodadad, Mark Castiglia and Daniel Belke alongside global finance partner Nicholas Schwartz. Khodadad and Castiglia have guided the private equity firm, which has $90bn of assets under management, on numerous deals in the past including its $4.4bn take-private acquisition of Alteryx in 2023 and its $3bn take-private acquisition of Endurance International Group in 2020.
Reuters reported Dun & Bradstreet has seen the value of its shares drop by about 60% since going public, but also has a healthy free cash flow and the potential to grow in both revenue and margins, making it an attractive proposition for Clearlake.
The company first went private in 2019 when it was bought by a group of investors led by CC Capital, Cannae Holdings, Bilcar, Black Knight and funds affiliated with Thomas H. Lee Partners LP for $5.4bn in cash. Cleary Gottlieb Steen & Hamilton advised Dun & Bradstreet on the deal, while the investor group was guided by Kirkland & Ellis.
The company’s acquisition by Clearlake is valued at $7.7bn including debt. Under the terms of the agreement, which has been unanimously approved by Dun & Bradstreet’s board, shareholders will receive $9.15 in cash per share – 11% less than its closing price the day before news of a potential sale emerged last August.
The agreement provides for a “go-shop” period of 30 days during which Dun & Bradstreet can solicit alternative offers, though Reuters reported it was unlikely a superior offer would emerge given the amount of time that has passed since the sale process began.
Clearlake has lined up $5.75bn of debt financing to help pay for the acquisition, Bloomberg reported, one of a growing number of buyout debt packages set to come to market following a prolonged slowdown in global M&A.
The transaction is expected to close in the third quarter of 2025. BofA Securities is serving as financial advisor to Dun & Bradstreet, while financial advisors to Clearlake include Morgan Stanley, Goldman Sachs, JP Morgan, Rothschild & Co, Barclays, Citi, Deutsche Bank, Santander and Wells Fargo. Ares Credit Funds and HSBC also participated in the committed financing for the transaction.
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