Ares to Lead $5.75B Private Loan for Dun & Bradstreet Acquisition; Clearlake to Pay Commitment Fee to Banks for Underwritten Bridge Facility

Reporting: Michael Haley, Paola Aurisicchio, Dayna Fields
Direct lenders led by Ares are stepping in to provide a $5.75 billion private loan to back the $7.7 billion leveraged buyout of publicly listed data and analytics company Dun & Bradstreet by private equity firm Clearlake Capital, according to sources.

Concerns regarding tariff policy and ongoing market volatility led Clearlake to move away from a prior solution in the broadly syndicated loan market in favor of the certainty provided by private lenders, which is paramount for deals that involve the public market, sources said.

To take the company private, a pool of banks led by Morgan Stanley had committed to a $5.75 billion 364-day bridge loan for the deal. Market volatility and the fact the bridge loan does not convert to permanent financing changed the route of the financing, which paved the way for private lenders to get involved, sources said. Clearlake will now pay a commitment fee to the banks that committed the bridge loan, said two sources.

Indicative pricing on the $5.75 billion private loan by Ares, which will replace the bridge facility underwritten by a group of banks led by Morgan Stanley, is coming in the range of SOFR+500 bps, according to a source close to the deal.

Dun & Bradstreet first tested the broadly syndicated loan market, where pricing was coming in around the high end of SOFR+400 bps, according to sources. Ultimately, Clearlake chose to secure financing from the private credit market, sources said, noting taking a public company private requires more certainty around financing.

This month, Octus, formerly Reorg, reported that private lenders were poised to step in for banks in the BSL market amid market volatility as a result of President Donald Trump’s announcement of tariff policies.

Clearlake Capital announced it entered into a definitive agreement to acquire publicly listed Dun & Bradstreet for $7.7 billion on March 24, with an equity value of $4.1 billion, according to a press release. The agreement provides for a “go-shop” period during which Dun & Bradstreet, with the assistance of BofA Securities, will actively solicit, evaluate and potentially enter into negotiations with and provide due diligence access to parties that submit alternative proposals, according to release, with the period being 30 days from the announcement.

In July 2020, Dun & Bradstreet listed on the New York Stock Exchange at $22 per share, valuing the company at nearly $9 billion, excluding debt. As part of the Clearlake transaction, Dun & Bradstreet shareholders will receive $9.15 per share.

BofA Securities is serving as financial advisor to Dun & Bradstreet, and Weil, Gotshal & Manges LLP is serving as legal counsel. Financial advisors to Clearlake include Morgan Stanley, Goldman Sachs, JPMorgan, Rothschild & Co., Barclays, Citi, Deutsche Bank, Santander and Wells Fargo. Ares Credit Funds and HSBC also participated in the committed financing for the transaction. Sidley Austin LLP is serving as legal counsel to Clearlake.

Dun & Bradstreet’s stock, which trades on the NYSE under the ticker DNB, was last quoted today at about $8.94 per share, according to Yahoo Finance.

A capital structure for Dun & Bradstreet is shown below:

A list of Dun & Bradstreet’s CLO lenders can be found HERE. A list of Dun & Bradstreet’s BDC creditors can be found HERE.

Dun & Bradstreet’s 2029 TLB was last quoted today at 99.75/100.13, according to Solve. Its 5% 2029 notes were last trading today at a price of 99.56 to yield 5.1%, according to MarketAxess.

Ares and Clearlake Capital declined to comment. Dun & Bradstreet and Morgan Stanley did not respond to requests for comme