M&A - Clearwater Analytics Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-03-12

Corporate Action: Merger

Type: New

Accession Number: 000119312525052444

Filing Summary: On March 11, 2025, Clearwater Analytics Holdings, Inc. entered into an Agreement and Plan of Merger and Reorganization with Beacon Platform Incorporated and its subsidiaries, BluePoint Merger Sub I, Inc. and BluePoint Merger Sub II, Inc. The first step of the merger involves Merger Sub I merging into Beacon, making Beacon a wholly owned subsidiary of Clearwater. Immediately thereafter, Beacon will merge into Merger Sub II, with Merger Sub II being the surviving entity. The total merger consideration is approximately $560 million, consisting of 60% cash and 40% stock based on a share price of $30.05. Conditions for closing include regulatory approval and shareholder consent. The merger may be terminated under specific circumstances, including failure to close by July 9, 2025, or if there are legal prohibitions against the merger. Furthermore, the company announced the acquisition of Bistro’s asset for $125 million, with additional stock considerations. This document was filed as Exhibit 2.1 of the 8-K detailing these agreements.

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Form Type: S-4/A

Filing Date: 2025-03-06

Corporate Action: Merger

Type: Update

Accession Number: 000119312525048570

Filing Summary: Clearwater Analytics Holdings, Inc. has filed an amendment to its registration statement related to a merger agreement with Enfusion, Inc. On January 10, 2025, several companies, including Clearwater and Enfusion, entered into a merger agreement where Enfusion will merge with subsidiaries of Clearwater. Once completed, Enfusion will be a direct, wholly-owned subsidiary of Clearwater. The specified mergers include a series of transactions collectively referred to as the Mergers. Enfusion stockholders will have the option to receive cash, shares of Clearwater Common Stock, or a mix of both upon the merger's effective time. The document provides detailed calculations for the per share consideration and outlines the voting agreements with significant stockholders who hold approximately 45% voting power favorable to the merger. The Enfusion Board of Directors unanimously recommends that stockholders vote in favor of the merger. A special meeting of Enfusion's stockholders will be held virtually to vote on whether to adopt the merger agreement and for adjournment proposals if necessary.

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Form Type: 8-K

Filing Date: 2025-02-27

Corporate Action: Acquisition

Type: New

Accession Number: 000162828025008298

Filing Summary: On February 26, 2025, Clearwater Analytics Holdings, Inc. issued a press release announcing the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act in relation to its proposed acquisition of Enfusion. The press release indicates that this expiration allows Clearwater to proceed with the next steps towards the acquisition. The document includes cautionary statements regarding forward-looking statements related to the acquisition's timing, satisfaction of closing conditions, operational integration, and potential risks. Clearwater mentions that it filed a Registration Statement on Form S-4 to register common stock shares to be issued as part of the acquisition. Both companies will also provide updates through the SEC regarding the acquisition process and relevant shareholder information.

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Form Type: 10-K

Filing Date: 2025-02-26

Corporate Action: Acquisition

Type: Update

Accession Number: 000162828025008169

Filing Summary: Clearwater Analytics Holdings, Inc. provides an update on its acquisition activities, particularly focusing on the anticipated acquisition of Enfusion, Inc. This acquisition will be financed using a senior secured term loan B facility, indicating strategic financial planning to enhance the company's operational capabilities. The filing details a comprehensive overview of the company’s financial performance, risk factors, and management discussion, revealing insights into expenses related to Research and Development, Selling and Marketing, and General and Administrative activities. The report also discusses the number of outstanding shares of various stock classes, market performance, and various financial agreements and their implications for the company’s future operations. The total number of shares outstanding includes approximately 216 million Class A common shares, 12.5 million Class C shares, and 22.2 million Class D shares.

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Form Type: S-4

Filing Date: 2025-02-11

Corporate Action: Merger

Type: New

Accession Number: 000119312525023759

Filing Summary: Clearwater Analytics Holdings, Inc. filed a registration statement for a proposed merger with Enfusion, Inc., where several subsidiaries of Clearwater will merge with Enfusion and its subsidiaries. The merger includes Enfusion OpCo merging into a subsidiary of Clearwater with Enfusion surviving as a direct subsidiary of Clearwater. The proposal outlines the conditions under which these mergers will occur, the type of consideration to be provided to Enfusion stockholders, including cash and shares of Clearwater stock, and details regarding the special meeting of Enfusion stockholders to vote on the merger. The board of directors of Enfusion has recommended that stockholders approve the merger proposal. The registration statement became effective upon compliance with conditions specified in the merger agreement, indicating both companies' commitment to completing the transactions as structured.

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Form Type: 425

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525005637

Filing Summary: Clearwater Analytics Holdings, Inc. announced its planned acquisition of Enfusion, a cloud-native software company for asset managers and hedge funds. The acquisition aims to create a front-to-back platform to meet complex investment management needs. Clearwater's CEO and CFO discussed the strategic benefits, which include combining strengths in the asset management industry, increased market share, and substantial synergy opportunities. Enfusion shareholders will receive $11.25 per share as part of the merger agreement, which includes cash and Clearwater stock. This represents a 13% premium over Enfusion's recent share price. The deal is expected to significantly enhance Clearwater's market position and capabilities, allowing for improved revenue growth and operational efficiencies in the future. The expected combined revenue post-acquisition is $750 million for 2025, with a focus on maintaining growth and high-performance metrics post-transaction.

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Form Type: 425

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925003010

Filing Summary: On January 10, 2025, Enfusion, Inc. entered into an Agreement and Plan of Merger with Clearwater Analytics Holdings, Inc. The Merger Agreement provides for the merging of Enfusion with Poseidon Merger Sub and the Operating Company with Poseidon Merger Sub II. The arrangement allows Enfusion's stock to convert into various consideration options for shareholders, and upon completion, Enfusion's shares will be delisted and deregistered. The Board has unanimously recommended the Merger Agreement to shareholders, who will need to vote for approval. Conditions for the Merger include stockholder approval and regulatory clearances. Additionally, Parent has secured $1 billion in financing for the cash portion of the merger consideration. Support agreements were established with significant shareholders to ensure their votes favor the merger, which has a scheduled completion contingent on specific closing conditions.

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Form Type: 425

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000119312525004988

Filing Summary: On January 10, 2025, Clearwater Analytics Holdings, Inc. entered into an Agreement and Plan of Merger with Poseidon Acquirer, Inc. and Enfusion, Inc. This agreement outlines three key mergers: the LLC Merger where Poseidon Merger Sub II merges with Enfusion Operating Company, the main Merger where Poseidon Merger Sub merges with Enfusion, and a potential second merger involving Acquirer. Conditions for these mergers include obtaining stockholder approval, absence of legal prohibitions, completion of antitrust reviews, and successful registration with the SEC. Termination rights are established if the mergers do not complete by July 9, 2025, or other specified conditions are met. The Company has secured $1.0 billion in financing to facilitate the transaction. Joint announcements regarding the merger were made on January 13, 2025, outlining the proposed integration and financial terms expected to take effect upon completion.

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Form Type: 425

Filing Date: 2025-01-13

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525005345

Filing Summary: On January 13, 2025, Clearwater Analytics Holdings, Inc. announced its proposed acquisition of Enfusion, Inc. This acquisition is subject to regulatory approval and meeting certain conditions. The communication included forward-looking statements, cautioning that actual results may differ from those predicted due to various known and unknown risks. Clearwater plans to file a Registration Statement on Form S-4 with the SEC to register shares of its common stock to be issued in relation to the acquisition. It emphasized that this communication should not be construed as an offer to buy or sell securities or a solicitation of a vote. Investors are encouraged to read the Registration Statement and proxy statement/prospectus when they become available, as they will contain vital information about the transaction and any associated risks.

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Form Type: 425

Filing Date: 2025-01-13

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525005349

Filing Summary: Clearwater Analytics Holdings, Inc. has entered into a definitive agreement to acquire Enfusion, Inc. for $1.5 billion in cash and stock. This acquisition is expected to integrate Clearwater's accounting, analytics, and reporting platform with Enfusion's industry-leading portfolio management and order execution solutions, creating a comprehensive front-to-back investment management platform. The anticipated benefits include enhanced capabilities through reduced data handoffs and reconciliation errors, improved service, and a stronger international presence. The transaction is expected to close in the second quarter of 2025, pending regulatory approvals and shareholder vote. Clearwater's CEO, Sandeep Sahai, expressed enthusiasm about the complementary nature of Enfusion's operations with Clearwater's existing capabilities, emphasizing the importance of innovation and client satisfaction. A detailed call for investors and an employee town hall are scheduled to further discuss the strategic importance of this acquisition.

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Form Type: 425

Filing Date: 2025-01-13

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525005374

Filing Summary: On January 13, 2025, Clearwater Analytics Holdings, Inc. announced an acquisition of Enfusion, Inc. This presentation highlighted forward-looking statements regarding the expected benefits and synergies of combining both companies' operations, focusing on the development of a unified, cloud-native front-to-back platform aimed at optimizing the investment lifecycle. Key aspects of the acquisition include enhancing Clearwater's competitive position in the asset management industry, improving potential growth opportunities, and leveraging Enfusion’s established markets in Europe and Asia. Additionally, the document emphasizes the importance of integrating Enfusion's technology with Clearwater’s existing solutions while mentioning associated risks, such as the ability to satisfy closing conditions and potential difficulties in realizing synergy benefits. The companies will file a Registration Statement on Form S-4 with the SEC detailing the shares to be issued as part of the acquisition, along with a proxy statement/prospectus. Investors and security holders are urged to carefully read the forthcoming documents as they contain significant information about the transaction.

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Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000119312525004935

Filing Summary: On January 10, 2025, Clearwater Analytics Holdings, Inc. entered into an Agreement and Plan of Merger with Poseidon Acquirer, Inc., Poseidon Merger Sub I, Inc., Poseidon Merger Sub II, LLC, Enfusion, Inc., and Enfusion Ltd. LLC. The agreement stipulates three main mergers, including the merger of Merger Sub II with Enfusion Operating Company, the merger of Merger Sub with Enfusion, and a potential second merger. Shareholders of Enfusion will have options to receive mixed, stock, or cash considerations for their shares. The completion of the mergers is reliant on several conditions, such as stockholder approval and regulatory clearances. There are termination rights outlined that allow either party to exit the agreement under specific circumstances. To finance the merger, Clearwater has secured commitments of $1.0 billion in new debt financing. The Company has also entered into support agreements with significant stockholders to ensure their votes favor the merger. A press release announcing the merger was issued on January 13, 2025.

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