Clearwater Analytics Holdings, Inc. 8-K

What Happened

• Clearwater Analytics Holdings, Inc. announced on June 25, 2026 that the previously announced merger closed and the company became a wholly owned subsidiary of the buyer (Parent). Each outstanding share of Clearwater Class A common stock was converted into $24.55 in cash (the Merger Consideration). Total cash consideration paid to equityholders at closing was approximately $7.4 billion.
• To fund the transaction, the purchaser used about $5.7 billion of equity from a consortium of investors (including Permira, Warburg Pincus, Francisco Partners and Temasek) and approximately $2.7 billion of debt financing. A new Credit Agreement arranged by Goldman Sachs Private Credit Corp. provides a $2.7 billion senior secured term loan, a $500 million delayed-draw term loan and a $325 million revolving credit facility. The company repaid and terminated its prior credit agreement (dated April 21, 2025) in full at closing.

Key Details

• Closing date / Effective Time: June 25, 2026.
• Per-share cash merger price: $24.55; total consideration to equityholders: ~ $7.4 billion.
• New debt package: $2.7B term loan + $500M delayed draw + $325M revolver; secured and guaranteed by Parent and certain subsidiaries; administrative agent: Goldman Sachs Private Credit Corp.
• Corporate actions at closing: OpCo units were exchanged into Class A shares, outstanding Class B shares were canceled, most equity awards were cashed out (options net of exercise price; RSU treatment varied by vesting/recipient), several stock plans terminated, certificate of incorporation and bylaws were amended and restated, and the company requested NYSE delisting and SEC deregistration filings (Form 25 and Form 15).
• Board changes: Directors Mukesh Aghi, Jacques Aigrain, Cary Davis, Christopher Hooper, Lisa Jones, Eric Lee, D. Scott Mackesy, Bas NieuweWeme and Andrew Young resigned; Peter Flynn and Thomas Lafrance were appointed as directors; Parent then removed all directors except Sandeep Sahai and elected Jim Cox.

Why It Matters

• The merger converts public equity into immediate cash for shareholders at a fixed price ($24.55/share) and takes Clearwater private, ending public trading and reporting once NYSE and SEC filings are processed.
• The new capital structure includes substantial new debt ($~2.7B term loan plus other facilities), which will affect the company’s leverage and financial flexibility going forward. Investors should note the repayment and termination of the prior credit facility and the secured nature of the new loans.
• Significant governance and compensation changes (board turnover, termination of stock plans, cash-out of awards) reflect the shift to private ownership and altered incentives and oversight for the company post-close.