Clearwater Analytics (CWAN) Stock: Company Agrees to $8.4 Billion Take-Private Deal

TLDR

• Clearwater Analytics (CWAN) agreed to an $8.4 billion take-private deal led by Permira and Warburg Pincus
• Stockholders will receive $24.55 per share in cash, a 47% premium over the Nov. 10 share price
• The deal includes participation from Singapore-based Temasek and support from Francisco Partners
• Clearwater’s board approved the transaction after recommendation from a special committee of independent directors
• The transaction requires stockholder approval and is expected to close in the first half of 2026

Clearwater Analytics has entered into a definitive agreement to go private in a deal valued at $8.4 billion. The transaction is led by investment firms Permira and Warburg Pincus.

Clearwater Analytics Holdings, Inc., CWAN

The stock jumped 7.3% to $23.88 in premarket trading on Monday. This followed the Sunday announcement of the acquisition agreement.

Under the deal terms, stockholders will receive $24.55 per share in cash. This represents a 47% premium over the company’s share price on Nov. 10.

Nov. 10 was the last trading day before media reports surfaced about a potential transaction. The offer values the entire company at approximately $8.4 billion.

Singapore state-owned investment fund Temasek is participating in the investor group. Francisco Partners is providing support for the acquisition.

Board Approval and Leadership Response

Clearwater’s board of directors approved the transaction Sunday. A special committee of independent directors reviewed the deal.

The committee worked with outside legal counsel and a financial advisor. All parties recommended moving forward with the transaction.

CEO Sandeep Sahai said the deal positions the company well for its next chapter of growth. Operating as a private company will allow for different investment strategies.

Sahai explained the company plans to integrate platforms to deliver a front-to-back solution. The focus will be on alternative assets and risk analytics.

Alex Stratoudakis, managing director at Warburg Pincus, commented on the investment. He said they are backing the vision of creating an open, modular platform for institutional investment management.

Transaction Details and Timeline

The deal requires approval from Clearwater shareholders. Regulatory approvals are also needed before closing.

The company expects the transaction to close in the first half of 2026. Clearwater will continue normal operations during the pending transaction.

PJT Partners is serving as the exclusive financial advisor to Clearwater’s Special Board Committee. Cravath, Swaine & Moore LLP is providing legal counsel to the committee.

J.P. Morgan is the exclusive financial advisor to Clearwater. Kirkland & Ellis LLP serves as legal counsel to the company.

Goldman Sachs & Co. LLC is acting as financial advisor to the investor group. Private Credit at Goldman Sachs Alternatives provided 100% committed debt financing.

Latham and Watkins LLP is serving as M&A counsel to the investor group. Paul, Weiss, Rifkind, Wharton & Garrison LLP is providing finance counsel.

The debt financing commitment from Goldman Sachs removes a common obstacle in take-private deals. Having secured financing in place often speeds up transaction timelines.

The investor group includes established private equity firms with technology sector experience. Both Permira and Warburg Pincus have track records in growing software companies.

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