M&A - Enfusion, Inc.

Form Type: 10-K/A

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000141057825000808

Filing Summary: On April 21, 2025, Enfusion, Inc. filed Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, to include omitted disclosures under Part III related to directors, executive officers, compensation, stock ownership, relationships, and auditor fees. This amendment is particularly pertinent due to the Agreement and Plan of Merger executed on January 10, 2025, between Enfusion and Clearwater Analytics Holdings, Inc. The merger will result in Enfusion becoming a wholly-owned subsidiary of Clearwater, and significant corporate restructurings are expected. Consequently, Enfusion will not hold an annual meeting of stockholders in 2025, leading to the omission of the related proxy statement. Upon the merger's completion, Enfusion's Class A common stock will be delisted from the NYSE, and regulatory filing obligations will be suspended. The pending mergers involve substantial administrative changes, affecting stockholder communication and corporate governance procedures.

Form Type: 8-K

Filing Date: 2025-04-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925036869

Filing Summary: On April 21, 2025, Enfusion, Inc. completed a merger with Clearwater Analytics Holdings, Inc. as outlined in the Agreement and Plan of Merger dated January 10, 2025. The merger consists of multiple steps: first, a merger between Clearwater’s subsidiary Merger Sub II and Enfusion OpCo, followed by Enfusion itself merging with another subsidiary of Clearwater, and finally, the surviving entity merging into Acquirer. The mergers were approved by the majority of Enfusion's stockholders on April 17, 2025. Following the merger, Enfusion's Class A Common Stock was delisted from the New York Stock Exchange and trading was suspended on April 21, 2025. The shareholders of Enfusion were entitled to receive either cash, shares of Clearwater Common Stock, or a combination of both as consideration based on their valid election before a specified deadline. In total, the Aggregate Consideration for the merger was determined to be approximately $1.41 billion, resulting in each share potentially being valued around $10.87 based on the final stock price prior to closing. The merger had various implications for outstanding equity-based awards including stock options and restricted stock units, which were converted or canceled in accordance with the merger terms. Enfusion also intends to file for deregistration of its common stock under SEC regulations.

Form Type: POS AM

Filing Date: 2025-04-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925036878

Filing Summary: On April 21, 2025, Enfusion, Inc. filed a Post-Effective Amendment to Form S-3 Registration Statement regarding the deregistration of its securities following a series of mergers. The Amendment relates to a Merger Agreement dated January 10, 2025, involving Clearwater Analytics Holdings, Inc. and its subsidiaries. The transactions included the merger of Enfusion Operating Company into one of Clearwater's subsidiaries and Enfusion merging into another subsidiary, leading to Enfusion becoming indirectly wholly-owned by Clearwater. Consequently, Enfusion has terminated all offerings of securities under the previous Registration Statement, removing any unsold securities from registration and terminating the effectiveness of that statement.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925036874

Filing Summary: On April 21, 2025, Enfusion, Inc. filed a Post-Effective Amendment to remove unsold securities from several prior registration statements on Form S-8 due to the completion of a merger. This merger was executed pursuant to the Agreement and Plan of Merger dated January 10, 2025, involving Clearwater Analytics Holdings, Inc. and its subsidiaries. The document outlines the details of the merger process where Enfusion merged with a wholly-owned subsidiary of Clearwater, leading to Enfusion becoming an indirectly wholly-owned subsidiary of Clearwater. Consequently, Enfusion terminated all offerings of its securities under the registration statements and removed any unsold shares from registration, thereby terminating the effectiveness of the previous filings.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925036875

Filing Summary: On April 21, 2025, Enfusion, Inc. filed a Post-Effective Amendment No. 1 to multiple Registration Statements on Form S-8. The amendments remove from registration all unsold securities under the previous registration statements following a series of mergers as outlined in the Merger Agreement dated January 10, 2025. Specifically, Enfusion underwent a merger where Enfusion Operating Company became a wholly-owned subsidiary of Clearwater Analytics Holdings, Inc. as part of a complex merger structure involving various entities. The filing also reflects the termination of any offerings of securities under the prior Registration Statements, as required by Section 7(a)(2)(B) of the Securities Act. These actions are part of a strategic realignment following the completion of the mergers.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925036876

Filing Summary: On April 21, 2025, Enfusion, Inc. filed a Post-Effective Amendment No. 1 to its Registration Statement No. 333-277853 with the SEC. This amendment removes from registration all securities that remain unsold under several previous Form S-8 registration statements. The document indicates that Enfusion was involved in a merger agreement dated January 10, 2025, which led to the completion of corporate mergers involving Enfusion and Clearwater Analytics Holdings, Inc. As a result of these transactions, Enfusion has terminated any and all offerings of its securities pursuant to these Registration Statements and has removed all unsold securities from registration. The mergers resulted in Enfusion becoming an indirect wholly-owned subsidiary of Clearwater.

Form Type: S-8 POS

Filing Date: 2025-04-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925036877

Filing Summary: On April 21, 2025, Enfusion, Inc. completed a series of mergers as per the Agreement and Plan of Merger dated January 10, 2025. Clearwater Analytics Holdings, Inc. and its subsidiaries engaged in the Mergers, where a subsidiary merged with Enfusion Operating Company and subsequently, Enfusion was merged into Clearwater’s Acquirer, resulting in Enfusion becoming a wholly-owned subsidiary of Clearwater. The Registrant has also terminated any existing offerings of its securities, reflecting the deregistration of securities previously registered but unsold. This filing serves as a Post-Effective Amendment to registration statements that are now effectively terminated.

Form Type: 425

Filing Date: 2025-04-17

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925035736

Filing Summary: On April 17, 2025, Enfusion, Inc. and Clearwater Analytics Holdings, Inc. announced the preliminary results of the election by Enfusion shareholders regarding the form of merger consideration they wish to receive in conjunction with Clearwater’s acquisition of Enfusion. A joint press release detailing the situation has been attached as Exhibit 99.1. The report emphasizes that forward-looking statements regarding the acquisition's timing, potential outcomes, and integration of operations are subject to various risks and uncertainties informed by their current management beliefs and assumptions. Investors are encouraged to review the Proxy Statement/Prospectus issued concerning the transaction, which contains crucial information regarding voting and decisions surrounding the acquisition. All relevant documents filed with the SEC can be accessed through their official websites.

Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925035734

Filing Summary: On April 17, 2025, Enfusion, Inc. and Clearwater Analytics Holdings, Inc. announced preliminary results of Enfusion shareholders' elections regarding the form of merger consideration in relation to Clearwater's acquisition of Enfusion. This report fulfills Form 8-K filing regulations and includes joint press release details. It covers discussions on forward-looking statements, risks and uncertainties related to the acquisition, and emphasizes the necessity for shareholders to review the Proxy Statement/Prospectus thoroughly, along with other pertinent SEC filings that contain language about the acquisition conditions and potential prospects post-transaction.

Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Merger

Type: New

Accession Number: 000110465925036006

Filing Summary: On April 17, 2025, Enfusion, Inc. held a special meeting of stockholders to vote on proposals related to the Merger Agreement with Clearwater Analytics Holdings, Inc. The meeting approved the Merger Agreement Proposal with a vote of 99,155,808 in favor, against 38,030, and 103,778 abstained. This proposal requires a majority of the outstanding shares to pass and was successful. The Adjournment Proposal was not necessary due to sufficient votes for the Merger Agreement. The transaction is expected to close around April 21, 2025, pending customary closing conditions.

Form Type: 425

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925033874

Filing Summary: Enfusion, Inc. filed a definitive proxy statement/prospectus regarding the acquisition of the company by Clearwater Analytics Holdings, Inc. The acquisition process includes two major corporate mergers and additional transactions outlined in the merger agreement dated January 10, 2025. Enfusion has scheduled a special stockholder meeting on April 17, 2025, to vote on the acquisition proposal. There have been legal complaints alleging that the filed proxy statement misrepresents or omits material information, seeking to prevent the merger unless additional disclosures are made. Enfusion has responded by voluntarily supplementing the proxy statement to address claims and provide further information to minimize litigation risks. This acquisition poses potential financial impacts on Enfusion, including tax considerations and approvals based on the share price and regulatory stipulations. Clearwater's registration of its common stock related to the acquisition has been declared effective by the SEC and the acquisition process began with initial disclosures made on March 20, 2025. Investors have been urged to review all relevant documents carefully before making voting decisions.

Form Type: 8-K

Filing Date: 2025-04-11

Corporate Action: Acquisition

Type: Update

Accession Number: 000110465925033871

Filing Summary: On March 20, 2025, Enfusion, Inc. filed a definitive proxy statement/prospectus regarding a special meeting of stockholders set for April 17, 2025. The purpose of the meeting is to vote on the acquisition of Enfusion by Clearwater Analytics Holdings, Inc. under a Merger Agreement dated January 10, 2025. The acquisition involves multiple transactions including the merger of Enfusion with Clearwater's subsidiaries and the potential second merger thereafter. Complaints alleging misrepresentation in the proxy document have been filed, seeking to halt the acquisitions. Enfusion has also received demand letters from stockholders requesting further disclosures. Enfusion plans to supplement the proxy statement to address disclosure claims while denying the merits of the allegations. The document outlines the background of the transaction, financial projections, and the implications of the mergers, including tax consequences and the necessity of shareholder approval. Various analyses from Goldman Sachs regarding the acquisition valuation and potential equity impact have been included, emphasizing the financial aspects and market comparisons related to the deal.

Form Type: 425

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925031198

Filing Summary: On April 2, 2025, Enfusion, Inc. announced a joint press release with Clearwater Analytics Holdings, Inc. regarding the impending acquisition of Enfusion. The announcement included crucial details about the process for Enfusion shareholders to elect their preferred form of merger consideration, with a deadline set for 5:00 p.m. Eastern Time on April 16, 2025. This is part of the terms outlined in the Merger Agreement dated January 10, 2025. The transaction is scheduled to close around April 21, 2025, subject to customary closing conditions and shareholder approval. Shareholders holding shares through intermediaries may face earlier deadlines and are advised to check communications from their brokers. The filing also included the involvement of various legal documents and preliminary communications regarding the merger, emphasizing the importance of reading the Proxy Statement/Prospectus that will detail risks and acquisition specifics. Additional information about the acquisition is accessible through SEC filings and the respective corporate websites of Enfusion and Clearwater.

Form Type: 8-K

Filing Date: 2025-04-02

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925031194

Filing Summary: On April 2, 2025, Enfusion, Inc. and Clearwater Analytics Holdings, Inc. announced a joint press release regarding the acquisition of Enfusion by Clearwater. The deadline for Enfusion shareholders to elect the form of merger consideration is set for April 16, 2025, at 5:00 p.m. Eastern Time. This election process is part of a structured approach detailed in the Agreement and Plan of Merger signed on January 10, 2025. The anticipated closing date for the acquisition is around April 21, 2025, pending shareholder approval and satisfaction of customary closing conditions. Additional filings include the SEC Registration Statement on Form S-4 and a definitive Proxy Statement/Prospectus submitted earlier in March 2025. The press release also provides instructions for shareholders to ensure they are aware of potential earlier election deadlines depending on their bank or broker. Furthermore, the report emphasizes the importance of reviewing associated documents for informed voting decisions.

Form Type: DEFA14A

Filing Date: 2025-03-31

Corporate Action: Merger

Type: New

Accession Number: 000110465925029537

Filing Summary: This document is a Supplement No. 1 to the Definitive Proxy Statement/Prospectus concerning the proposed merger between Enfusion, Inc. and Clearwater Analytics Holdings, Inc. The Supplement outlines updated information regarding the Joint Election procedure for Enfusion stockholders to elect their desired Merger Consideration relating to the Mergers. Specifically, holders of Eligible Shares will not be able to make a Joint Election but must submit a properly completed Election Form individually to receive their Merger Consideration. The completion of the Mergers requires approval and adoption of the Merger Agreement by the stockholders of Enfusion, emphasizing the importance of their participation in the voting process at the Special Meeting. Additionally, the document provides cautionary statements regarding forward-looking statements and clarifies that this Supplement does not serve as an offer or solicitation for securities. Stockholders are encouraged to review the Definitive Proxy Statement/Prospectus and other relevant documents for comprehensive insights into the Mergers and associated risks.

Form Type: DEFM14A

Filing Date: 2025-03-20

Corporate Action: Merger

Type: New

Accession Number: 000119312525058984

Filing Summary: On January 10, 2025, Enfusion, Inc., Clearwater Analytics Holdings, Inc., and other associated entities signed a Merger Agreement which outlines a series of mergers involving Enfusion and Clearwater. The proposal includes three key mergers: Enfusion OpCo merging into Merger Sub II with Enfusion OpCo surviving, Enfusion merging into Merger Sub with Enfusion surviving as a wholly-owned subsidiary of Clearwater, and a potential second merger where the surviving corporation merges into Acquirer. The Merger Agreement allows shareholders to choose between receiving cash and Clearwater stock, with specific conditions set for the valuations involved. A special meeting for Enfusion stockholders is scheduled for April 17, 2025, to vote on the adoption of the Merger Agreement and the potential proxy for adjournment. Approval requires a majority vote from stockholders. The board believes the merger is in the best interest of shareholders and strongly recommends their support.

Form Type: 10-K

Filing Date: 2025-03-03

Corporate Action: Merger

Type: New

Accession Number: 000155837025002043

Filing Summary: Enfusion, Inc. filed its 2024 Annual Report on Form 10-K, reporting significant developments in its business operations, including a merger agreement with Clearwater Analytics Holdings, Inc. This merger aims to enhance Enfusion's market position and operational capabilities. The report outlines Enfusion's financial performance for the fiscal year ended December 31, 2024, detailing revenue trends, client onboarding efforts, and strategic goals for future growth. Additionally, it discusses potential risks associated with market competition and regulatory compliance. The company highlighted its IPO completed on October 25, 2021, and its growth strategy for expanding into new markets while retaining existing client relationships. Forward-looking statements express management's expectations about future mergers, acquisitions, and operational performance, cautioning that actual results may differ due to inherent uncertainties.

Form Type: DEFA14A

Filing Date: 2025-01-30

Corporate Action: Merger

Type: New

Accession Number: 000110465925007364

Filing Summary: Enfusion, Inc. is involved in a proposed merger transaction with Clearwater Analytics Holdings, Inc. This transaction involves multiple mergers: Poseidon Merger Sub II LLC will merge with Enfusion Ltd. LLC, and subsequently, Poseidon Merger Sub I, Inc. will merge with Enfusion, making it a wholly-owned subsidiary of Clearwater, followed by the Surviving Corporation merging into Poseidon Acquirer, Inc. Additional information includes the acknowledgment of cultural compatibility between Enfusion and Clearwater, along with the complementary functionalities of their respective services which will enhance their market offering. The timeline for the closing of the merger is currently estimated for the second quarter of 2025, with ongoing communications and integration planning underway. This document serves as preliminary communication prior to a definitive proxy statement being provided to security holders regarding the transaction.

Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-14

Corporate Action: Merger

Type: Update

Accession Number: 000095017025005588

Filing Summary: On January 10, 2025, Enfusion, Inc. entered into a Merger Agreement with Clearwater Analytics Holdings, Inc., Poseidon Acquirer, Inc., and others to facilitate a merger. Reporting Persons beneficially own an aggregate of 32,440,463 Common Shares, or approximately 25.23% of the Company. Support Agreements were established with significant stockholders to ensure that they vote their shares in favor of the Merger Agreement. Additionally, an amendment to the existing Tax Receivable Agreement was executed, which includes a $30 million payment to TRA Payment Recipients upon the merger’s completion. The Merger Agreement and related documents, including the Support Agreements and Amendment No. 1 to the Tax Receivable Agreement, have been disclosed and can be accessed through filed exhibits.

Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925002843

Filing Summary: On January 10, 2025, Enfusion, Inc. entered into an Agreement and Plan of Merger with multiple entities, including Clearwater Analytics Holdings, Inc. and its subsidiaries. The agreement outlines a series of mergers where the Operating Company will merge with one subsidiary and then Enfusion, Inc. will merge into another subsidiary, with conditions for completion outlined in the agreement. Shareholders will have options for consideration in the form of cash, stock, or mixed. Completion of the mergers will lead to the delisting of Enfusion's Class A Common Stock from the New York Stock Exchange and its deregistration under the Exchange Act. The company is subject to typical merger conditions including stockholder approval and regulatory approval. A special committee found the merger terms to be fair and in the best interest of shareholders and recommended the merger approval. The agreement also involves the treatment of company equity awards and conditions for shareholder vote, among others. Additionally, a separate Tax Receivable Agreement was amended, and Parent has secured financing for merger completion.

Form Type: DEFA14A

Filing Date: 2025-01-13

Corporate Action: Acquisition

Type: New

Accession Number: 000110465925003057

Filing Summary: Enfusion, Inc. has announced a definitive agreement to be acquired by Clearwater Analytics, with the transaction anticipated to close in the second quarter of 2025, subject to shareholder and regulatory approvals. The deal involves multiple mergers, where Enfusion will become a wholly-owned subsidiary of Clearwater. The CEO, Oleg Movchan, informed employees about the acquisition, emphasizing the benefits of merging with Clearwater’s established SaaS-based investment management solutions. The integration aims to create a comprehensive front-to-back investment management platform, enhancing operational efficiencies and expanding client offerings. Clear communication to employees and clients is stressed, assuring continuity in operations until the deal closes. The acquisition is seen as an exciting opportunity to leverage both companies' strengths to innovate and redefine the investment management landscape.