M&A - CCC Intelligent Solutions Holdings Inc.
Form Type: S-3ASR
Filing Date: 2025-01-14
Corporate Action: Merger
Type: New
Accession Number: 000119312525005495
Filing Summary: CCC Intelligent Solutions Holdings Inc. has filed a registration statement on Form S-3ASR to register the resale of 26,035,603 shares of its common stock by selling stockholders who acquired these shares via a merger agreement dated December 19, 2024. This registration statement is part of a 'shelf' registration process allowing the stockholders to sell their shares from time to time, without any proceeds going to CCC. The document outlines the company's business overview, including its SaaS platform for the P&C insurance sector, stating that CCC has over 35,000 businesses connected on its platform and that their common stock is listed on Nasdaq under the symbol 'CCCS'. The last reported sales price of the common stock was $11.10 per share as of January 10, 2025. It includes cautionary notes regarding forward-looking statements and describes various risk factors associated with investments in their securities.
Additional details:
Common Stock Offered: 26035603
Resulting Process: resale
Stock Symbol: CCCS
Last Sale Price: 11.10
Form Type: S-3
Filing Date: 2025-01-13
Corporate Action: Acquisition
Type: New
Accession Number: 000119312525005314
Filing Summary: On January 13, 2025, CCC Intelligent Solutions Holdings Inc. filed a registration statement on Form S-3 with the SEC to enable the resale of up to 26,035,603 shares of its common stock by selling stockholders. These shares were acquired via an agreement made in connection with a merger dated December 19, 2024. The document details the company's status as a large accelerated filer and includes various disclosures and risk factors associated with investing in its securities. The company serves as a SaaS platform within the P&C insurance market, emphasizing its extensive network of clients, including over 300 insurers and more than 30,000 repair facilities. It outlines that it will not receive any proceeds from sales made by the selling stockholders. The common stock is traded on Nasdaq under the symbol 'CCCS.'
Additional details:
Common Stock Offered: 26035603 shares
Last Reported Price: 11.10
Address: 167 N. Green Street, 9th Floor, Chicago, IL 60607
Agent For Service: Kevin Kane, Chief Legal Officer
Agent Contact: (800) 621-8070
Form Type: 8-K
Filing Date: 2025-01-07
Corporate Action: Acquisition
Type: New
Accession Number: 000119312525002624
Filing Summary: On January 6, 2025, CCC Intelligent Solutions Holdings Inc. announced the completion of its acquisition of EvolutionIQ Inc. This acquisition was executed under a merger agreement dated December 19, 2024, involving multiple subsidiaries of CCC Intelligent Solutions. The total consideration for the acquisition included approximately $427.9 million in cash and the issuance of 26,035,603 shares of common stock. Notably, 10,356,096 shares issued to EvolutionIQ's management are subject to vesting conditions. The company also plans to file a resale registration statement within five business days of the closing date. Additionally, the filing outlines a significant amendment to their credit agreement, which includes provisions for incremental term loans amounting to $225 million to facilitate the acquisition.
Additional details:
Date Of Report: 2025-01-06
Acquisition Target: EvolutionIQ Inc.
Cash Consideration: $427.9 million
Stock Consideration: 26,035,603 shares of Common Stock
Vesting Conditions Shares: 10,356,096 shares
Registration Statement Due: fifth business day following the Closing
Incremental Term Loans: $225 million
Form Type: 8-K
Filing Date: 2024-12-23
Corporate Action: Merger
Type: New
Accession Number: 000119312524283677
Filing Summary: On December 19, 2024, CCC Intelligent Solutions Holdings Inc. (CCC) entered into a Merger Agreement with EvolutionIQ Inc. and various subsidiaries. The merger involves a two-step process where Merger Sub I will merge with EvolutionIQ, allowing EvolutionIQ to continue as a wholly owned subsidiary. This is followed by a second merger with Merger Sub II. The merger consideration totals $730 million, disbursed approximately 59.5% in cash and 40.5% in stock, subject to certain adjustments. The closing of this merger is contingent upon customary closing conditions, including legal approvals and shareholder consent, which have been met. The agreement includes customary representations, warranties, and outlines termination rights. Additionally, press releases related to this merger and a recently authorized share repurchase program were issued on December 20, 2024.
Additional details:
Merger Structure: Merger Sub I will merge with EvolutionIQ, followed immediately by the merger of the surviving EvolutionIQ with Merger Sub II.
Merger Consideration: Total consideration of $730 million, consisting of approximately 59.5% in cash and 40.5% in stock.
Closing Conditions: Merger subject to customary conditions, including laws, waiting periods under antitrust regulations, and stockholder approval.
Termination Rights: Can be terminated by mutual agreement, if closing does not occur by February 6, 2025, or due to legal prohibitions.
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