Clearwater Analytics Holdings, Inc. (NYSE: CWAN) saw its final trade on June 24 at $24.56, a mere one-cent premium over the $24.55-per-share cash consideration offered by the investor group led by Permira and Warburg Pincus. The narrow spread of 0.04% underscores the precision of the deal's execution as the company transitions to private ownership.
The all-cash transaction, valued at approximately $8.4 billion, represents a 47% premium over Clearwater's undisturbed closing price on November 10. Trading volume surged to 24.7 million shares on the final day, reflecting significant investor activity as the merger approached its conclusion.
According to a June 25 SEC filing, Clearwater has formally requested that the NYSE delist its Class A common stock. The company intends to file Form 25 to initiate the delisting process and subsequently file Form 15 to suspend its reporting obligations under the Securities Exchange Act of 1934. Equity holders are owed roughly $7.4 billion in cash proceeds from the transaction.
The deal valued Clearwater at approximately 9.6 times its annualized recurring revenue (ARR) of $872 million, as reported for the quarter ended March 31. In its final public quarterly results, the company posted impressive year-over-year growth: revenue surged 74% to $221.2 million, while adjusted EBITDA climbed 72%. However, free cash flow declined to $11.2 million from $23.0 million in the prior-year period, impacted by lower operating cash flow and increased capital expenditures on software and equipment.
Clearwater CEO Sandeep Sahai emphasized that the company's platform provides investment teams with a unified, real-time view of their portfolios. He noted that going private will enable Clearwater to scale its existing platform and develop a GenAI agentic platform, leveraging the resources and strategic support of its new owners.
Index tracking firms have swiftly adjusted to the change. S&P Capital IQ confirmed that CWAN was removed from the Russell 2000, Russell 3000, and Russell 3000 Growth indexes, effective June 23. MIAX also announced the delisting of CWAN options from its exchanges as of June 26. These index changes are significant, as FTSE Russell reports that $12.2 trillion is tied to or tracks Russell U.S. indexes, with $217.2 billion traded during the June 2025 reconstitution close.
To finance the acquisition, Clearwater entered into new credit facilities totaling $3.525 billion, comprising a $2.7 billion senior secured term loan, a $500 million delayed-draw term loan, and a $325 million revolving credit facility. The company fully repaid and terminated its prior April 2025 credit agreement.
Clearwater's platform currently manages over $10 trillion in client assets, making it a significant player in the investment management software space. The company's departure from public markets removes a key comparable for software investors, while its new private structure aims to accelerate growth and innovation.
