Investing.com -- Following the announcement of Dun & Bradstreet Holdings, Inc.’s (NYSE: DNB ) proposed acquisition by Clearlake Capital Group, L.P., Moody’s Ratings has put the company’s credit ratings under review for possible downgrade. This includes the B1 corporate family rating and B1-PD probability of default rating.

In addition, the B1 senior secured first lien bank credit facility ratings and B3 senior unsecured notes rating, both issued by The Dun & Bradstreet Corporation (NYSE: DNB_old ), a subsidiary of DNB, are also under review. The outlooks for both DNB and its subsidiary were previously stable and are now under review. However, the company’s speculative grade liquidity rating remains unchanged.

Dun & Bradstreet, a provider of trade credit and commercial data and analytic products to businesses worldwide, announced on March 24, 2025, it has agreed to be acquired by Clearlake in a deal valued at $7.7 billion, including outstanding debt. The equity value of the transaction is $4.1 billion.

The agreement, which has been approved by DNB’s Board of Directors, is expected to close in the third quarter of 2025, pending shareholder and regulatory approvals. DNB has also initiated a 30-day "go-shop" period, during which it will solicit and evaluate potential alternate proposals.

The financing details for the acquisition have not been fully disclosed, leading to uncertainty about DNB’s future capital structure. Moody’s believes that the company’s pro forma financial strategies could potentially become more aggressive, an important consideration in the review process.

Prior to the review, DNB’s B1 CFR was constrained by its high debt-to-EBITDA ratio of approximately 5x as of December 31, 2024. Corporate governance risk also negatively impacted DNB’s credit profile due to concentrated equity ownership, limited board independence, and potentially aggressive financial policies.

Despite these challenges, DNB’s credit profile is supported by its long operational history, strong brand recognition, established customer relationships, and a subscription-oriented sales model that provides a stable revenue base.

Moody’s review will focus on DNB’s final pro forma capital structure, financial strategies, liquidity profile, and financial and operating strategies. Factors that could lead to an upgrade or downgrade of the ratings will be updated once the review is completed.

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