Clearwater Analytics to be Acquired for $7.6 Billion

TL;DR

Clearwater Analytics going private in $7.6B deal with Hellman & Friedman, shareholders get $36.72 cash per share.

AI Summary

Clearwater Analytics Holdings, Inc. announced on April 2, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of Hellman & Friedman LLC. The transaction is valued at approximately $7.6 billion, with shareholders set to receive $36.72 in cash for each share of common stock they own. This acquisition marks a significant event for the company, transitioning it from a publicly traded entity to a private one.

Why It Matters

This acquisition by Hellman & Friedman will take Clearwater Analytics private, impacting its public market trading and potentially leading to strategic changes under new ownership.

Risk Assessment

Risk Level: medium — The acquisition introduces risks related to deal completion, potential changes in business strategy, and the transition from public to private ownership.

Key Numbers

• $7.6B — Transaction Value (Total amount paid for Clearwater Analytics)
• $36.72 — Price Per Share (Cash amount shareholders will receive)

Key Players & Entities

• Clearwater Analytics Holdings, Inc. (company) — Company being acquired
• Hellman & Friedman LLC (company) — Acquiring entity
• $7.6 billion (dollar_amount) — Total transaction value
• $36.72 (dollar_amount) — Cash price per share
• April 2, 2024 (date) — Date of the agreement announcement

FAQ

From the Filing

0001628280-24-014233.txt : 20240402 0001628280-24-014233.hdr.sgml : 20240402 20240402085319 ACCESSION NUMBER: 0001628280-24-014233 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20240402 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240402 DATE AS OF CHANGE: 20240402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clearwater Analytics Holdings, Inc. CENTRAL INDEX KEY: 0001866368 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-40838 FILM NUMBER: 24812342 BUSINESS ADDRESS: STREET 1: 777 W. MAIN STREET, SUITE 900 CITY: BOISE STATE: ID ZIP: 83702 BUSINESS PHONE: 208-918-2400 MAIL ADDRESS: STREET 1: 777 W. MAIN STREET, SUITE 900 CITY: BOISE STATE: ID ZIP: 83702 8-K 1 cwan-20240402.htm 8-K cwan-20240402 0001866368 false 777 W. Main Street Suite 900 Boise Idaho 0001866368 2024-04-02 2024-04-02 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________________________________________________ FORM 8-K _____________________________________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 2, 2024 _____________________________________________________ Clearwater Analytics Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) _____________________________________________________ Delaware 001-40838 87-1043711 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 777 W. Main Street Suite 900 Boise , Idaho 83702 (Address of Principal Executive Offices) (Zip Code) Registrant’s Telephone Number, Including Area Code: 208 433-1200 Not Applicable (Former Name or Former Address, if Changed Since Last Report) _____________________________________________________ Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A common stock, par value $0.001 per share CWAN New York Stock Exchange LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). Emerging growth company o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o Item 7.01 Regulation FD Disclosure. On April 2, 2024, the Company issued a press release announcing its execution of a definitive agreement to acquire Wilshire Axiom SM , Wilshire Atlas SM , Abacus, and Wilshire iQComposite from Wilshire Advisors, LLC. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such inf