Clearwater Analytics Files SC 13E3 for $7.7B Going Private Acquisition at $24.55/Share
CWAN sits 50% above its 52-week low of $15.735.
Summary
Clearwater Analytics has filed a Rule 13e-3 transaction statement detailing its $7.7 billion "going private" acquisition at $24.55 per share, confirming the terms and financing for the deal.
Key Events · M&A and Partnerships · CWAN
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Going Private Acquisition Confirmed
Clearwater Analytics is being acquired and taken private by a consortium of investors for approximately $7.7 billion.
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Significant Premium Offered
Shareholders will receive $24.55 per share in cash, representing a substantial premium of 47.1% over the unaffected share price of $16.69 as of November 10, 2025.
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Unanimous Board Recommendation
The merger was unanimously recommended by an independent Special Committee and approved by the Board of Directors (excluding affiliated directors).
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Robust Financing Secured
The acquisition is backed by $5.9 billion in equity commitments from Permira, Warburg Pincus, Francisco Partners, and Temasek, alongside $3.525 billion in debt financing.
Analysis · CWAN · Technology
This SC 13E3 filing provides the full regulatory disclosure for the previously announced "going private" transaction, confirming the terms and robust financing structure. The $24.55 per share cash offer represents a substantial premium of 47.1% to the company's unaffected share price, indicating a favorable outcome for public shareholders. The unanimous recommendation by an independent Special Committee underscores the fairness of the deal. With significant equity and debt commitments in place, the financial risk of the transaction is substantially mitigated, paving the way for its expected completion in Q2 2026. This marks a definitive step towards Clearwater Analytics transitioning from a public to a private entity.
At the time of this filing, CWAN was trading at $23.65 on NYSE in the Technology sector, with a market capitalization of approximately $6.9B. The 52-week trading range was $15.74 to $31.57. This filing was assessed with positive market sentiment and an importance score of 9 out of 10.