M&A - Clearwater Analytics Holdings, Inc.

Form Type: 8-K

Filing Date: 2025-04-21

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525087277

Filing Summary: On April 21, 2025, Clearwater Analytics Holdings, Inc. completed its acquisition of Enfusion, Inc. as detailed in the Merger Agreement dated January 10, 2025. This involved multiple mergers: Merger Sub II merged with Enfusion OpCo, with Enfusion OpCo surviving, followed by Merger Sub's merger with Enfusion, with Enfusion becoming a wholly-owned subsidiary of Clearwater. These mergers were approved by Enfusion’s stockholders on April 17, 2025. Additionally, Clearwater entered a Credit Agreement for $800 million in initial term loans and $200 million in revolving commitments to finance the acquisition. The document specifies the treatment of Enfusion's stock and equity awards post-merger, detailing cash and stock considerations for Enfusion shareholders and the conversion of stock options and restricted stock units into Clearwater equity. The completed acquisition was publicly announced in a press release on the same date.

Form Type: S-8

Filing Date: 2025-04-21

Corporate Action: Merger

Type: New

Accession Number: 000119312525087339

Filing Summary: On April 21, 2025, Clearwater Analytics Holdings, Inc. filed a Registration Statement on Form S-8 registering the offer and sale of up to 1,978,134 shares of Class A common stock issuable to holders of certain restricted stock units under the Enfusion 2021 Stock Option and Incentive Plan. This follows the consummation of a merger involving Clearwater, Poseidon Acquirer, Inc., and Enfusion, Inc. Under the Agreement and Plan of Merger dated January 10, 2025, various mergers occurred including the merging of subsidiaries of Clearwater with Enfusion and its subsidiaries, with Clearwater acquiring Enfusion as an indirectly wholly-owned subsidiary. The statement also discusses the share conversion and issuance in connection with the merger, highlights the provisions regarding the plan's share offers, and clarifies compliance with New York Stock Exchange regulations for companies engaging in such mergers.

Form Type: 425

Filing Date: 2025-04-17

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525083584

Filing Summary: On April 17, 2025, Clearwater Analytics Holdings, Inc. and Enfusion, Inc. announced the preliminary results of Enfusion shareholders' elections regarding the form of merger consideration connected to Clearwater's acquisition of Enfusion. The deadline for making such elections was April 16, 2025, and the Transaction is expected to close on April 21, 2025, contingent on shareholder approval and other customary conditions. Approximately 45.5% of Enfusion shareholders elected to receive the Per Share Mixed Consideration, while 40.9% chose the Per Share Cash Consideration, among others. The document elaborates on the specifics of the merger consideration options available to Enfusion's shareholders, including the cash and stock options as outlined in the Merger Agreement. Final results will be computed after the election process concludes, with the Proxy Statement/Prospectus detailing the election process and proration methods.

Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525083531

Filing Summary: On April 17, 2025, Clearwater Analytics Holdings, Inc. and Enfusion, Inc. announced the preliminary results of the election by Enfusion shareholders regarding the merger consideration in relation to Clearwater's acquisition of Enfusion. The press release attached as Exhibit 99.1 outlines details of the election and emphasizes the importance of closing conditions and completion of the acquisition. Clearwater has filed a Registration Statement on Form S-4 with the SEC to register the shares of Clearwater’s common stock to be issued in connection with the acquisition. Additionally, a definitive Proxy Statement/Prospectus has been filed, detailing important information about the transaction, which shareholders are urged to read. Risks associated with the acquisition include integration challenges and operational performance, as well as financial covenants that Clearwater must meet following the acquisition. Clear instructions are provided for investors regarding the reading of the Proxy Statement/Prospectus and accessing additional filings related to the merger.

Form Type: 425

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525071387

Filing Summary: On April 2, 2025, Clearwater Analytics Holdings, Inc. announced the deadline for Enfusion shareholders of record to elect the form of merger consideration they wish to receive in connection with Clearwater's acquisition of Enfusion. The deadline for this election is set for 5:00 p.m. Eastern Time on April 16, 2025. Shareholders holding shares through intermediaries may have an earlier deadline and are advised to review the materials from their brokers. The acquisition is expected to close around April 21, 2025, pending shareholder approval and satisfaction of other customary closing conditions. Election materials have been distributed to shareholders of Enfusion as of March 20, 2025, and those who wish to elect their preferred consideration must submit their materials to Computershare Trust Company, N.A. The merger consideration includes cash and stock options, with specific amounts and ratios detailed in the election materials and proxy statement. Clearwater has filed a Registration Statement and Proxy Statement/Prospectus with the SEC related to the acquisition, and shareholders are encouraged to read these documents carefully as they provide essential information about the transaction and its risks.

Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525071381

Filing Summary: On April 2, 2025, Clearwater Analytics Holdings, Inc. announced a joint press release with Enfusion, Inc. regarding the acquisition of Enfusion. The press release detailed the deadline for Enfusion shareholders of record to elect the form of merger consideration they wish to receive, which is set for 5:00 p.m. Eastern Time on April 16, 2025. Shareholders holding shares through banks or brokers may face an earlier submission deadline and are advised to review relevant materials provided by their financial institutions. Additional information includes that the acquisition process involves a Registration Statement on Form S-4 that has already been filed with the SEC. This document confirms that Clearwater and Enfusion have filed a definitive Proxy Statement/Prospectus related to the acquisition as of March 20, 2025, and includes cautionary statements about forward-looking statements related to the transaction.

Form Type: 425

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000119312525067656

Filing Summary: This document serves as Supplement No. 1 to the Definitive Proxy Statement/Prospectus regarding the merger between Clearwater Analytics Holdings, Inc. and Enfusion, Inc. It updates information for Enfusion stockholders about the procedure for making elections regarding the Merger Consideration, indicating that holders of Eligible Shares cannot make a Joint Election. Eligibility to make a valid election requires submission of a properly completed and signed Election Form to the Exchange Agent. The completion of the Mergers is contingent on stockholder approval of the Merger Agreement, emphasizing the necessity for Enfusion stockholders to vote in the upcoming Special Meeting. It reiterates the need to carefully read the Definitive Proxy Statement/Prospectus along with this Supplement for important information on the Mergers and associated risks. Furthermore, the Supplement includes a cautionary note on forward-looking statements and clarifies that it is not an offer to buy or sell securities, nor a solicitation for votes or approvals. Clearwater has filed a Registration Statement with the SEC to register the shares to be issued in connection with the Mergers, which has been declared effective. The Supplement directs stockholders to resources for obtaining SEC documents relating to the Mergers and indicates that Clearwater and Enfusion's directors may be participants in the proxy solicitation pertaining to the Mergers.

Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000119312525068760

Filing Summary: On March 31, 2025, Clearwater Analytics Holdings, Inc. announced the completion of its acquisition of Bistro, a proprietary portfolio visualization software platform developed by Blackstone for its Credit & Insurance business. This acquisition, referred to as the Bistro Asset Acquisition, involves the issuance of 3,833,333 shares of Class A common stock and a cash payment of $10 million, which is due by July 1, 2025. This acquisition had been previously reported in a Form 8-K filed on March 11, 2025.

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.

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.

Form Type: CORRESP

Filing Date: 2025-03-06

Corporate Action: Merger

Type: Update

Accession Number: 000119312525048573

Filing Summary: This correspondence outlines Clearwater Analytics Holdings, Inc.'s responses to SEC comments regarding its Registration Statement on Form S-4 filed on February 11, 2025. It addresses key aspects including clarifications on the Final Parent Stock Price, lack of walk-away rights for Enfusion regarding Clearwater's stock price decline, and provides an illustrative table to show how different stock prices may affect the Merger Consideration. The document notes that the volatility of Clearwater's common stock has not been significant and includes details about the anticipated timeline between vote and closing of the merger. The response indicates that the cash/stock election will not constitute a tender offer under SEC rules, aligning with previous SEC no-action letters which allowed for such elections without needing compliance. The Company also commits to making the 10-Day Average Clearwater Common Stock VWAP available to Enfusion stockholders to aid in their decision-making process. Additional updates included revisions to the exhibit index involving tax opinions.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.