New York-listed international commercial data & analytics specialist Dun & Bradstreet Inc entered into an agreement this week to be privatised by an investor group led by a former Blackstone Group LP private equity specialist & 2 other fund managers.
The $US145/share cash offer under the definitive merger agreement puts a $US6.9 billon price on the company, including the assumption of $US1.5 billion of Dun & Bradstreet’s net debt & net pension obligations.
The purchase price represents a 30% premium over Dun & Bradstreet’s closing share price of $US111.63 on 12 February, the last day of trading before the company announced a strategic review & an indication of its willingness to consider all options for value creation.
Dun & Bradstreet still has an out – a 45-day “go-shop” period, during which it will actively solicit, evaluate & potentially enter into negotiations with and provide due diligence access to parties that offer alternative proposals.
The acquisition group is led by Bermuda-registered CC Capital Management LLC, Cannae Holdings Inc and funds affiliated with Thomas H Lee Partners LP.
CC Capital founder & senior managing director Chinh Chu said he looked forward to unlocking “the immense potential within this venerable company”, which has been in business since 1841.
The investor group will commit equity financing for the transaction. BofA Merrill Lynch, Citigroup Inc and Royal Bank of Canada subsidiary RBC Capital Markets advised the investor group and have committed to debt financing.
Company doubles earnings/share
Dun & Bradstreet also reported its financial results for the June quarter on Thursday:
- Revenue under GAAP (generally accepted accounting principles) up 8% to $US440 million, both before & after the effect of foreign exchange
- As-adjusted (value to new owner) revenue down 4% before the effect of foreign exchange, down 3% after to $US394 million
- Operating income up 46% to $US112 million
- As-adjusted operating income down 11% to $US80 million due to large contract timing shifts
- GAAP diluted earnings/share doubled to $US2.50 ($US1.22)
- As-adjusted diluted earnings/share flat at $US1.40.
Attribution: Dun & Bradstreet release, CC Capital.