Wall Street shock: Dun & Bradstreet to go private in $7.7bn deal with Clearlake Capital

Dun & Bradstreet Holdings Inc. (NYSE: DNB), a global provider of business decisioning data and analytics, has entered into a definitive agreement to be acquired by Clearlake Capital Group in a $7.7 billion transaction. The deal, which includes outstanding debt, will see shareholders receive $9.15 per share in cash. Once finalized, Dun & Bradstreet will transition into a privately held company, delisting from public markets.

This acquisition reflects ongoing trends in private equity investments targeting companies with extensive data assets. Dun & Bradstreet, with its rich history and expansive database, plays a critical role in business risk management, credit assessment, and data-driven decision-making. Clearlake Capital’s investment signals confidence in the company’s long-term potential, particularly in an era where AI-driven analytics are shaping corporate strategies.

How Has Dun & Bradstreet Transformed Over the Years?

Founded in 1841, Dun & Bradstreet has built a legacy of delivering business intelligence, risk analysis, and corporate data to enterprises worldwide. Over the past six years, the company has undergone a significant transformation under CEO Anthony Jabbour‘s leadership. It has reported a 40% revenue increase and a 60% rise in EBITDA, alongside a margin expansion of nearly 600 basis points.

A key aspect of this transformation has been its focus on leveraging data to enhance customer insights. The company’s proprietary analytics tools and risk management solutions have positioned it as an essential resource for businesses navigating complex global markets. Moreover, efforts to streamline operations have resulted in reduced financial leverage, bringing debt levels down from nine times EBITDA to 3.6 times.

With these improvements, Dun & Bradstreet has strengthened its competitive positioning, making it an attractive asset for private equity investors seeking long-term growth potential.

Why Is Clearlake Capital Investing in Dun & Bradstreet?

Clearlake Capital, based in Santa Monica, California, has built a reputation for acquiring and optimizing technology and data-driven businesses. Its latest move to take Dun & Bradstreet private aligns with its strategy of identifying companies with strong foundational assets that can be enhanced through operational efficiencies and strategic capital investment.

Clearlake Capital’s co-founder Behdad Eghbali and partner James Pade emphasized the growing importance of data-driven decision-making in a rapidly evolving business environment. They highlighted Dun & Bradstreet’s extensive dataset and AI-powered solutions as key factors that make the company a valuable long-term investment.

The shift to private ownership may allow Dun & Bradstreet to accelerate its technology development and business expansion without the quarterly scrutiny of public markets. This transition often provides companies the flexibility to make strategic decisions with a longer-term focus, which is particularly beneficial in a rapidly changing data analytics landscape.

What Are the Financial Terms and Next Steps?

The acquisition will be financed through a combination of equity and debt, backed by major financial institutions. A crucial component of the agreement is a 30-day “go-shop” period, during which Dun & Bradstreet, with the assistance of BofA Securities, can actively solicit alternative acquisition offers.

If a superior bid emerges, Dun & Bradstreet retains the right to terminate the deal with Clearlake Capital, provided it follows the conditions set forth in the merger agreement. While the go-shop period introduces a degree of uncertainty, no alternative proposals have been announced thus far.

Pending shareholder approval and regulatory clearances, the deal is expected to close in the third quarter of 2025. Once completed, Dun & Bradstreet’s stock will be removed from public exchanges, marking its transition to private ownership.

How Has Dun & Bradstreet’s Stock Performed?

Before the acquisition announcement, Dun & Bradstreet’s stock had seen considerable volatility, declining roughly 30% year-to-date. Over the past 52 weeks, it has traded within a range of $12.95 to $7.78, reflecting fluctuating investor sentiment. Following news of the buyout, shares rose approximately 3% in pre-market trading, reaching $8.99.

Despite the slight premium offered in the acquisition price, some market analysts view the deal with skepticism. The $9.15 per share offer represents only a 4.8% premium over Dun & Bradstreet’s last closing price and an 11% discount compared to its value before reports emerged that the company was exploring strategic alternatives.

This tepid premium suggests that while Clearlake Capital sees long-term value in Dun & Bradstreet’s data-driven business model, public market investors had tempered expectations regarding its growth prospects.

Should Investors Sell, Hold, or Wait?

For existing shareholders, the acquisition offer presents several considerations. Some may choose to hold onto their shares until the deal officially closes, securing the $9.15 per share payout. Others may opt to sell in the short term, capitalizing on the modest price uptick.

However, the go-shop period introduces an element of uncertainty. Investors monitoring the situation may wait to see if another buyer emerges with a superior bid. If no competing offer materializes, the current deal remains the best available option for shareholders.

Given the relatively small acquisition premium, those looking for substantial near-term gains may not find the offer compelling. On the other hand, for risk-averse investors seeking certainty in their returns, the all-cash buyout ensures a fixed payout upon deal completion.

What Does This Mean for the Business Data and Analytics Industry?

Dun & Bradstreet’s acquisition by Clearlake Capital is indicative of broader trends in the private equity sector. As data-driven decision-making becomes increasingly critical for businesses across industries, firms with vast analytics capabilities are becoming highly sought-after targets.

The rise of AI-powered analytics further underscores the importance of companies like Dun & Bradstreet. Clearlake Capital’s interest in the firm signals expectations of growth in predictive modeling, business intelligence, and machine learning applications.

Furthermore, private equity firms have been actively acquiring undervalued public companies with strong data assets. This trend allows these businesses to restructure and invest in long-term innovations without the short-term pressures of public market expectations. Dun & Bradstreet’s move to go private suggests that Clearlake Capital aims to maximize the company’s potential by driving operational efficiencies and expanding its data capabilities.

As the business data sector continues to evolve, the success of this acquisition will likely be measured by Dun & Bradstreet’s ability to capitalize on emerging AI technologies, enhance its analytics platforms, and expand its global reach under private ownership.