Clearwater Analytics (CWAN) Stock: Private Equity Firms Announce $8.4 Billion Acquisition

TLDR

• Clearwater Analytics (CWAN) enters $8.4 billion take-private agreement with Permira and Warburg Pincus
• Shareholders to receive $24.55 cash per share, representing a 47% premium over Nov. 10 price
• Singapore’s Temasek joins investor group with Francisco Partners providing support
• Deal approved by board and expected to close in first half of 2026
• Stock rises 7.3% to $23.88 in premarket trading following announcement

Clearwater Analytics reached an agreement to go private in an $8.4 billion transaction. Investment firms Permira and Warburg Pincus are leading the deal.

The company announced the agreement late Sunday. Shares rose 7.3% to $23.88 in Monday premarket trading.

Clearwater Analytics Holdings, Inc., CWAN

Stockholders will receive $24.55 per share in cash when the deal closes. This price reflects a 47% premium over the Nov. 10 closing price.

Nov. 10 was the last trading day before media outlets reported on a possible transaction. The premium values the software company at $8.4 billion total.

Deal Structure and Investor Group

Singapore’s state-owned investment fund Temasek is participating in the acquisition. Francisco Partners is supporting the transaction.

Goldman Sachs Private Credit provided 100% committed debt financing to the investor group. This removes financing uncertainty from the deal.

Clearwater’s board of directors voted to approve the transaction. A special committee of independent directors evaluated the offer.

The special committee worked with outside legal counsel and financial advisors. All parties recommended accepting the deal terms.

CEO Sandeep Sahai said operating as a private company will enable different investment approaches. The company plans to integrate platforms and focus on alternative assets.

Alex Stratoudakis from Warburg Pincus said they’re investing in a vision for institutional investment management. The goal is creating an open, modular platform.

Approval Process and Closing Timeline

Clearwater shareholders must vote to approve the transaction. Regulatory authorities also need to clear the deal.

The company expects to complete the transaction in the first half of 2026. Normal business operations will continue during the review period.

PJT Partners serves as exclusive financial advisor to the special board committee. Cravath, Swaine & Moore LLP provides legal counsel to the committee.

J.P. Morgan is exclusive financial advisor to Clearwater. Kirkland & Ellis LLP handles legal matters for the company.

Goldman Sachs & Co. LLC advises the investor group. Latham and Watkins LLP serves as M&A counsel.

Paul, Weiss, Rifkind, Wharton & Garrison LLP provides finance counsel to the buyers. The investor group assembled experienced advisors across finance and legal functions.

Both Permira and Warburg Pincus have experience growing technology companies. Their track records include investments in software and financial technology firms.

The take-private deal follows several weeks of speculation. Reports about a potential transaction first surfaced in mid-November.

The $24.55 per share offer price represents a substantial premium for current shareholders. The deal provides immediate liquidity at a set price.

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