** Jefferies downgrades data and analytics provider Dun & Bradstreet DNB.N to "hold" from "buy" after deal with private-equity (PE) firm Clearlake Capital

** DNB said on Monday it has agreed to be acquired by the PE firm for $4.1 bln

** The offer of $9.15 in cash represents a 4.8% premium to DNB's Friday's close

** Jefferies cut its PT for DNB to $9.15 from $11, adding that the $9.15 acquisition price points to a "worsening outlook and a motivation to sell"

** "Given DNB's improvement in revenue growth, margins, pricing, and leverage over the past 5 years, we are surprised at the deal price being below the 2019 take private deal price" -Jefferies

** DNB is being taken private for the second time after its first takeover by an investor consortium led by CC Capital, Cannae and Thomas H. Lee Partners was completed in 2019

** Separately, RBC Capital Markets cut its PT to $9.15 from $12

** Needham also downgraded stock to "hold" from "buy" on Monday after the deal announcement

** Stock down 28% this year

(Reporting by Kanchana Chakravarty in Bengaluru)

((Kanchana.Chakravarty@thomsonreuters.com))