Cannae Holdings Inc. (NYSE:CNNE) (‘Cannae'), CC Capital Management, LLC, funds affiliated with Thomas H. Lee Partners, LP, Qatar Investment Authority, Black Knight, Inc. (NYSE:BKI), Motive Capital Management, LLC and certain other investors (collectively “The Consortium”) entered into a definitive agreement to acquire The Dun & Bradstreet Corporation (NYSE:DNB) (‘DNB') for $5.5 billion on August 8, 2018. Under the terms of the agreement, DNB shareholders will receive $145 in cash for each share of common stock. Each performance-based or service-based Restricted Stock Unit of DNB will be cancelled and converted into right to receive number of shares vested as per the unit multiplied by per share merger consideration. Each outstanding DNB option will be cancelled and will receive excess of per share merger consideration over the exercise price. The transaction is valued at $6.9 billion including the assumption of $1.5 billion of Dun & Bradstreet's net debt. Cannae will contribute $900 million to the purchase price. As part of the acquisition, Black Knight investing $375 million in acquisition of The Dun & Bradstreet Corporation. The Black Knight investment will represent an economic ownership interest of less than 20% in the re-capitalized Dun & Bradstreet. The Consortium have committed equity financing of up to $1.9 billion and preferred equity financing of up to $1.05 billion to finance the purchase, including a $200 million senior secured 364-day bridge loan facility and $850 million senior unsecured bridge loan facility. In addition, Bank of America N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and Royal Bank of Canada have committed to provide debt financing for the transaction, consisting of a $400 million senior secured revolving credit facility and a $3.13 billion senior secured term loan facility. As of January 24, 2019, the Consortium intends to offer $500 million of senior secured notes due 2026 and $850 million of senior notes due 2027 to finance the transaction. As of February 1, 2019, the Consortium priced an offering of (i) $700 million in aggregate principal amount of its Senior Secured Notes due 2026 and (ii) $750 million in aggregate principal amount of its Senior Notes due 2027 and intends to use the net proceeds from the Notes offerings, together with borrowings under new senior secured credit facilities and cash equity contributions, to (i) finance the consummation of the Merger and the other transactions contemplated by the Merger Agreement, (ii) repay in full all outstanding indebtedness under the Company's existing credit facilities, (iii) fund the redemption of all the Company's existing senior notes and (iv) pay related fees, costs, premiums and expenses in connection with these transactions. Upon the completion of the transaction, DNB will become a privately held company and shares of Dun & Bradstreet common stock will no longer trade on the New York Stock Exchange.

The merger agreement provides for a go shop period of 45 days, during which DNB with the assistance of J.P. Morgan will actively solicit, evaluate and potentially enter into negotiations with and provide due diligence access to parties that offer alternative proposals. If the agreement is terminated within 15 days of expiration of go shop period due to receipt of superior proposal, DNB will be required to pay fee of $81.4 million. The go-shop period expired on September 22, 2018, and as of September 23, 2018, DNB became subject to customary “no-shop” provisions. If the agreement is terminated because the Board changes its recommendation or DNB breaches the agreement or DNB enters into a definitive agreement with a third party after the cut-off date, then it will be required to pay termination fee of $203.6 million. If the agreement is terminated in certain circumstances related to the failure to receive certain regulatory approvals, then the consortium will be required to pay DNV a fee equal to $380.1 million.

Thomas J. Manning will lead DNB as Chief Executive Officer through the closing of the transaction. James N. Fernandez, Lead Director of DNB will serve as Chairman of the Board through the closing of the transaction. Following the completion of the acquisition, Anthony Jabbour, Black Knight's Chief Executive Officer, has agreed to serve as Chief Executive Officer of Dun & Bradstreet while continuing in his current role at Black Knight. Additionally, William P. Foley II, Executive Chairman of Black Knight, will serve as Executive Chairman of Dun & Bradstreet's Board of Directors. As on November 26, 2018, Stephen C. Daffron has agreed to join Dun & Bradstreet as President on closing of the transaction. Daffron will report to Anthony Jabbour, who will join Dun & Bradstreet as Chief Executive Officer following the closing of the acquisition. Daffon is co founder of Motive Partners which will join the investment consortium and has approved an economic investment in the Dun & Bradstreet acquisition. The transaction is subject to DNB shareholder approval, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, approval of the UK Financial Conduct Authority and the Russian Federal Antimonopoly Service and other customary closing conditions. The transaction has been unanimously approved by DNB's Board of Directors and has unanimously recommended the shareholders to vote in favor of the transaction. The Board of Consortium also unanimously approved the transaction. Federal Trade Commission granted early termination of antitrust waiting period on October 1, 2018. DNB shareholders approved the transaction on November 7, 2018. On November 19, 2018, Black Knight's Board of Directors approved the transaction. As of January 17, 2019, the transaction has been approved by the United Kingdom Financial Conduct Authority. The transaction is expected to close within six months. As of September 24, 2018, the transaction is expected to close during the first quarter of 2019. As of January 17, 2019 the transaction remains subject to certain other customary closing conditions and is expected to close no later than February 11, 2019. As on February 5, 2019, the transaction is expected to close on February 8, 2019, pending final conditions.

Marco Caggiano and Eric Menell of J.P. Morgan Securities LLC acted as financial advisors and Ethan Klingsberg, Paul M. Tiger, Kyle Harris, Matt Smallcomb, Carissa Ferrigno, Bryan Lowrance, Chase Lax, Kathleen Emberger, Bobby Underwood, Meme Peponis, Shirley Lo, Jeremy Calsyn, Morgan Mulvenon, Corey Goodman, Daniel Hanna, Daniel Ilan, and Pamela Marcogliese of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors to Dun & Bradstreet. BofA Merrill Lynch, Citigroup Inc. and RBC Capital Markets acted as financial advisors and Daniel E. Wolf, Peter Martelli, Lauren Colasacco, Keri Schick Norton, Alyssa McAnney, Gilad Zohari, Melissa Hutson, Suhan Shim, Michael Kim, John Kelley, Ben Schreiner, Dean Shulman and Tara Rhoades of Kirkland & Ellis LLP acted as legal advisors to the Consortium. Richard A. Pollack, Brian E. Hamilton and Davis J. Wang of Sullivan & Cromwell LLP acted as the legal advisors to Qatar Investment Authority. Morrow & Co. LLC acted as proxy solicitor to DNB and will receive a fee of $17,500. DNB will pay J.P. Morgan a transaction fee of approximately $47 million for services rendered in connection with the transaction, $3 million of which was payable following delivery of J.P. Morgan's opinion and the remainder of which is payable upon completion of the transaction. Hyde Park Capital acted as advisor in this transaction.

Cannae Holdings Inc. (NYSE:CNNE), CC Capital Management, LLC, funds affiliated with Thomas H. Lee Partners, LP, Qatar Investment Authority, Black Knight, Inc. (NYSE:BKI), Motive Capital Management, LLC and certain other investors completed the acquisition of The Dun & Bradstreet Corporation (NYSE:DNB) on February 8, 2019. As a result of the completion of the transaction, shares of DNB common stock ceased trading on the New York Stock Exchange prior to the opening of the NYSE on February 8, 2019. Cannae Holdings has syndicated $400 million of the the total $900 million commitment and invested $500 million in equity into In connection with the closing and it is representing 24.5 % stake. The deal was financed through a combination of $2.1 billion of common equity financing provided by the Consortium and Black Knight, Inc., $1.1 billion of preferred equity from preferred equity sources and $4.0 billion of debt financing from various lenders. William P. Foley II, Chairman of Cannae Holdings and Executive Chairman of Black Knight, has been appointed Executive Chairman of Dun & Bradstreet's Board of Directors. Anthony Jabbour, Black Knight's Chief Executive Officer, was appointed Chief Executive Officer of Dun & Bradstreet and will remain in his current role at Black Knight. Additionally, Stephen C. Daffron, a Co-Founder of Motive Partners and former President and Chief Executive Officer of Interactive Data Corporation, has been appointed President of Dun & Bradstreet. Gibson, Dunn & Crutcher LLP acted as legal advisor to Motive Capital Management, LLC.