공시 • Apr 22

Clearwater Analytics Holdings, Inc. (NYSE:CWAN) completed the acquisition of Enfusion, Inc. (NYSE:ENFN) from a group of shareholders.

Clearwater Analytics Holdings, Inc. (NYSE:CWAN) entered into an agreement and plan of merger to acquire Enfusion, Inc. (NYSE:ENFN) from a group of shareholders for approximately $1.2 billion on January 10, 2025. Under the terms of the merger agreement, Enfusion shareholders will receive consideration equal to $11.25 per share consisting of $5.85 per share in cash and $5.40 per share in Clearwater Class A Common Stock. This represents a 13% premium over the January 10, 2025, closing price of Enfusion Stock and a 32% premium over the undisturbed closing price of Enfusion Stock on September 19, 2024, the last trading day prior to media rumors about a potential sale of Enfusion. The exchange ratio will be determined at close with reference to a 10% collar around a Clearwater Class A Common Stock price of $27.79. If the volume weighted average price of Clearwater Class A Common Stock for the 10-trading day period ending on the second to last trading day prior to the closing date (the “Final Parent Stock Price”) is below $25.01, then Enfusion shareholders will receive 0.2159 shares of Clearwater Class A Common Stock per share of Enfusion Stock. If the Final Parent Stock Price is above $30.57, then Enfusion shareholders will receive 0.1766 shares of Clearwater Class A Common Stock per share of Enfusion Class A Common Stock. If the Final Parent Stock Price is greater than or equal to $25.01, but less than or equal to $30.57, then Enfusion shareholders will receive a number of shares of Clearwater Class A Common Stock determined by dividing $5.40 by the Final Parent Stock Price. Enfusion shareholders will be able to elect to receive the mixed cash/stock consideration described above, or all-cash or all-stock consideration, subject to proration to the extent cash or stock is oversubscribed. Regardless of the mix elected, the value per share will be equalized ahead of closing, such that the value of each election choice will be substantially the same. Clearwater is expected to pay a total of approximately $760 million in cash and issue between approximately 23 million and 28 million new shares to Enfusion shareholders. In connection with the transaction, an additional $30 million will be paid to retire Enfusion’s TRA. This payment represents an approximately 78% reduction to the contractual early termination obligation otherwise due under the TRA in connection with a change of control, representing an approximately $105 million benefit to Enfusion’s shareholders. Clearwater has obtained committed financing to support the transaction, which is expected to be funded, together with cash on hand, with a $800 million Term Loan B to fund the transaction and refinance certain existing debt. Clearwater has also secured commitments for a $200 million revolving line of credit. Gross leverage at closing is expected to be approximately 3.7 times adjusted pro forma EBITDA. Committed financing for the transaction has been provided by JPMorgan Chase Bank, N.A. The Company and Parent may also terminate the Merger Agreement by mutual written consent. The Company is required to pay Parent a termination fee of $52,325,000 in cash on termination of the Merger Agreement under specified circumstances. The completion of the Mergers is subject to the satisfaction or waiver of certain customary mutual closing conditions, including (a) the adoption of the Merger Agreement by the holders of a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote thereon, voting as a single class (the “Stockholder Approval”), (b) the absence of any order or other action that is in effect (whether temporary, preliminary or permanent) by a governmental authority restraining, enjoining or otherwise prohibiting the consummation of the Mergers or applicable law that is in effect that makes consummation of the Mergers illegal or otherwise prohibited, (c) the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any agreement with any governmental authority not to consummate the Mergers and (d) the effectiveness of the registration statement on Form S-4 to be filed by Parent in connection with the Mergers. The obligation of each party to consummate the Mergers is also conditioned on the other party’s representations and warranties being true and correct (subject to certain customary materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement. The shareholders of Clearwater Analytics approved the transaction. The merger agreement has been unanimously approved by a Special Committee of the Board of Directors of Enfusion, consisting of directors independent of Enfusion’s TRA holders, as well as by the Boards of Directors of both companies. Certain shareholders of Enfusion affiliated with FTV, ICONIQ and Movchan, collectively holding approximately 45% of Enfusion’s total voting power, have entered into voting and support agreements in favor of the transaction. The transaction is anticipated to close in Q2 of 2025. On February 26, 2025, Clearwater Analytics announced the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The expiration of the waiting period occurred at 11:59 p.m. on February 24, 2025. On April 17, 2025, Enfusion shareholders approved the transaction. As of February 26, 2025, the transaction is expected to close second quarter of 2025. As of April 2, 2025, 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 is 5:00 p.m. Eastern Time on April 16, 2025. The transaction is expected to close on April 21, 2025. J.P. Morgan Securities LLC is serving as financial advisor to Clearwater Analytics. Constantine N. Skarvelis, Marshall P. Shaffer, Jimin He, Daniel Yip, Judson A. Oswald, Andrew Hurley, Ross M. Leff, Christie W.S. Mok, Sara B. Zablotney, Joseph A. Tootle, Michael Krasnovsky and Anthony Ji of Kirkland & Ellis LLP are serving as legal advisors to Clearwater Analytics. Peter VanDeventer, Jeffrey Gido, Joseph Porter and Cecilia Ho of Goldman, Sachs & Co. LLC are serving as exclusive financial advisor and fairness opinion provider to Enfusion’s Special Committee. Pursuant to an engagement letter between the Special Committee and Goldman Sachs, the Special Committee has agreed to pay Goldman Sachs a transaction fee of approximately $21.6 million, $2 million of which became payable upon the announcement of the Transactions (including a $200,000 non-contingent retainer fee paid monthly for the first two months of Goldman Sachs’ engagement by the Special Committee), and the remainder of which is contingent upon consummation of the Transactions. Mark E. Thierfelder, Eric S. Siegel, Michael S. Darby, Andrew J. Levander, Rick S. Horvath, James A. Fishkin, Kevin Kay, Sarah Kupferman, Ryan A. Post, Mary Kate Alexandre, Callie Maslowsky, Soo-ah Nah and David J. Passey of Dechert LLP are serving as legal advisors to Enfusion’s Special Committee, while Gregg L. Katz, Joshua M. Zachariah, James Ding, Sarah M. Bock, L. Morgan Frisoli, Andrew Lacy, John Goheen, Eram Khan, Deborah S. Birnbach, Stephen G. Charkoudian, Alexander Flynn-Tabloff, Alex Apostolopoulos, Justin C. Pierce and Jacqueline Klosek of Goodwin Procter LLP are serving as legal advisors to Enfusion. Innisfree M&A Incorporated acted as information agent to Enfusion. Enfusion estimates that it will pay Innisfree a fee of approximately $20,000, plus reasonable out-of-pocket expenses. Computershare Trust Company, N.A. acted as transfer agent to Enfusion. KPMG LLP acted as auditor to Clearwater Analytics and Ernst & Young LLP acted as auditor to Enfusion. Clearwater Analytics Holdings, Inc. (NYSE:CWAN) completed the acquisition of Enfusion, Inc. (NYSE:ENFN) from a group of shareholders on April 21, 2025. The stockholders of Enfusion who made a valid election by 5:00 p.m. Eastern Time on April 16, 2025 (the “ Election Deadline ”) to receive the Per Share Mixed Consideration have the right to receive (i) cash in an amount equal to $5.85 and (ii) 0.2159 shares of Clearwater Common Stock; stockholders of Enfusion who made a valid election by the Election Deadline to receive the Per Share Stock Consideration have the right to receive 0.4676 shares of Clearwater Common Stock; stockholders of Enfusion who made a valid election by the Election Deadline to receive the Per Share Cash Consideration have the right to receive $10.87 for each Eligible Share in accordance with the proration mechanics described above; and stockholders of Enfusion who did not make a valid election or did not deliver a valid election form prior to the Election Deadline have the right to receive 0.4676 shares of Clearwater Common Stock.

공시 • Jan 14

Clearwater Analytics Holdings, Inc. (NYSE:CWAN) entered into an agreement and plan of merger to acquire Enfusion, Inc. (NYSE:ENFN) from a group of shareholders for approximately $2.6 billion.

Clearwater Analytics Holdings, Inc. (NYSE:CWAN) entered into an agreement and plan of merger to acquire Enfusion, Inc. (NYSE:ENFN) from a group of shareholders for approximately $2.6 billion on January 10, 2025. Under the terms of the merger agreement, Enfusion shareholders will receive consideration equal to $11.25 per share consisting of $5.85 per share in cash and $5.40 per share in Clearwater Class A Common Stock. This represents a 13% premium over the January 10, 2025, closing price of Enfusion Stock and a 32% premium over the undisturbed closing price of Enfusion Stock on September 19, 2024, the last trading day prior to media rumors about a potential sale of Enfusion. The exchange ratio will be determined at close with reference to a 10% collar around a Clearwater Class A Common Stock price of $27.79. If the volume weighted average price of Clearwater Class A Common Stock for the 10-trading day period ending on the second to last trading day prior to the closing date (the “Final Parent Stock Price”) is below $25.01, then Enfusion shareholders will receive 0.2159 shares of Clearwater Class A Common Stock per share of Enfusion Stock. If the Final Parent Stock Price is above $30.57, then Enfusion shareholders will receive 0.1766 shares of Clearwater Class A Common Stock per share of Enfusion Class A Common Stock. If the Final Parent Stock Price is greater than or equal to $25.01, but less than or equal to $30.57, then Enfusion shareholders will receive a number of shares of Clearwater Class A Common Stock determined by dividing $5.40 by the Final Parent Stock Price. Enfusion shareholders will be able to elect to receive the mixed cash/stock consideration described above, or all-cash or all-stock consideration, subject to proration to the extent cash or stock is oversubscribed. Regardless of the mix elected, the value per share will be equalized ahead of closing, such that the value of each election choice will be substantially the same. Clearwater is expected to pay a total of approximately $760 million in cash and issue between approximately 23 million and 28 million new shares to Enfusion shareholders. In connection with the transaction, an additional $30 million will be paid to retire Enfusion’s TRA. This payment represents an approximately 78% reduction to the contractual early termination obligation otherwise due under the TRA in connection with a change of control, representing an approximately $105 million benefit to Enfusion’s shareholders. Clearwater has obtained committed financing to support the transaction, which is expected to be funded, together with cash on hand, with a $800 million Term Loan B to fund the transaction and refinance certain existing debt. Clearwater has also secured commitments for a $200 million revolving line of credit. Gross leverage at closing is expected to be approximately 3.7 times adjusted pro forma EBITDA. Committed financing for the transaction has been provided by JPMorgan Chase Bank, N.A. The Company and Parent may also terminate the Merger Agreement by mutual written consent. The Company is required to pay Parent a termination fee of $52,325,000 in cash on termination of the Merger Agreement under specified circumstances. The completion of the Mergers is subject to the satisfaction or waiver of certain customary mutual closing conditions, including (a) the adoption of the Merger Agreement by the holders of a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote thereon, voting as a single class (the “Stockholder Approval”), (b) the absence of any order or other action that is in effect (whether temporary, preliminary or permanent) by a governmental authority restraining, enjoining or otherwise prohibiting the consummation of the Mergers or applicable law that is in effect that makes consummation of the Mergers illegal or otherwise prohibited, (c) the expiration or termination of the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any agreement with any governmental authority not to consummate the Mergers and (d) the effectiveness of the registration statement on Form S-4 to be filed by Parent in connection with the Mergers. The obligation of each party to consummate the Mergers is also conditioned on the other party’s representations and warranties being true and correct (subject to certain customary materiality exceptions) and the other party having performed in all material respects its obligations under the Merger Agreement. The shareholders of Clearwater Analytics approved the transaction. The merger agreement has been unanimously approved by a Special Committee of the Board of Directors of Enfusion, consisting of directors independent of Enfusion’s TRA holders, as well as by the Boards of Directors of both companies. Certain shareholders of Enfusion affiliated with FTV, ICONIQ and Movchan, collectively holding approximately 45% of Enfusion’s total voting power, have entered into voting and support agreements in favor of the transaction. The transaction is anticipated to close in Q2 of 2025. J.P. Morgan Securities LLC is serving as financial advisor to Clearwater Analytics. Constantine N. Skarvelis, Marshall P. Shaffer, Jimin He, Daniel Yip, Judson A. Oswald, Andrew Hurley, Ross M. Leff, Christie W.S. Mok, Sara B. Zablotney, Joseph A. Tootle, Michael Krasnovsky and Anthony Ji of Kirkland & Ellis LLP are serving as legal advisors to Clearwater Analytics. Goldman, Sachs & Co. LLC is serving as exclusive financial advisor and fairness opinion provider to Enfusion’s Special Committee. Mark E. Thierfelder, Eric S. Siegel, Michael S. Darby, Andrew J. Levander, Rick S. Horvath, James A. Fishkin, Kevin Kay, Sarah Kupferman, Ryan A. Post, Mary Kate Alexandre, Callie Maslowsky, Soo-ah Nah and David J. Passey of Dechert LLP are serving as legal advisors to Enfusion’s Special Committee, while Gregg L. Katz, Joshua M. Zachariah, James Ding, Sarah M. Bock, L. Morgan Frisoli, Andrew Lacy, John Goheen, Eram Khan, Deborah S. Birnbach, Stephen G. Charkoudian, Alexander Flynn-Tabloff, Alex Apostolopoulos, Justin C. Pierce and Jacqueline Klosek of Goodwin Procter LLP are serving as legal advisors to Enfusion.

이자보상배율	n/a
현금	US$81.51m
자본	US$2.05b
총부채	US$972.29m
총자산	US$3.03b

데이터	최종 업데이트 (UTC 시간)
기업 분석	2026/05/21 02:37
종가	2026/05/21 00:00
수익	2026/03/31
연간 수익	2025/12/31

패키지	데이터	기간	미국 소스 예시 ^*
기업 재무제표	10년	손익계산서 현금흐름표 대차대조표	SEC 양식 10-K SEC 양식 10-Q
분석가 컨센서스 추정치	+3년	재무 예측 분석가 목표주가	분석가 리서치 보고서 Blue Matrix
시장 가격	30년	주가 배당, 분할 및 기타 조치	ICE 시장 데이터 SEC 양식 S-1
지분 구조	10년	주요 주주 내부자 거래	SEC 양식 4 SEC 양식 13D
경영진	10년	리더십 팀 이사회	SEC 양식 10-K SEC 양식 DEF 14A
주요 개발	10년	회사 공시	SEC 양식 8-K

분석가	기관
Andrew Schmidt	Citigroup Inc
Peter Heckmann	D.A. Davidson & Co.
Gabriela Borges	Goldman Sachs

Clearwater Analytics Holdings 대차대조표 건전성

재무 건전성 기준 점검 4/6

핵심 정보

최근 재무 건전성 업데이트

Clearwater Analytics Holdings (NYSE:CWAN) Has A Rock Solid Balance Sheet

Recent updates

Clearwater Analytics Reports 74% Revenue Jump and Moves Forward With US$8.4b Buyout Approval

CWAN: Cash Offer At US$24.55 Will Anchor AI Risk Outlook

First quarter 2026 earnings released: US$0.009 loss per share (vs US$0.027 profit in 1Q 2025)

CWAN: Cash Offer And AI Skepticism Will Shape Balanced Risk Profile

Clearwater Analytics Holdings, Inc. to Report Q1, 2026 Results on May 07, 2026

Chief Financial Officer notifies of intention to sell stock

CWAN: Cash Buyout Terms And AI Caution Will Shape Future Risk Reward

CEO & Director exercised options and sold US$1.2m worth of stock

CWAN: Takeover Cash Offer And Downgrades Will Shape Balanced Risk Profile

CWAN: Take Private Cash Deal And AI Concerns Will Shape Risk Reward

Chief Financial Officer notifies of intention to sell stock

CWAN: Cash Takeout At US$24.55 Will Define Deal Risk Balance

Full year 2025 earnings: EPS misses analyst expectations

Chief Financial Officer notifies of intention to sell stock

CWAN: Take Private Deal At US$24.55 Will Shape Future Upside

Clearwater Analytics Debuts Transparent Risk Platform for Power and Gas Markets At E-World 2026

Clearwater Analytics Holdings, Inc. to Report Q4, 2025 Results on Feb 18, 2026

CWAN: Take-Private Bid And Downgrades Will Shape Balanced Risk Reward Outlook

Clearwater Analytics Embeds AI into Beacon Risk Platform to Accelerate Model Validation and Exposure Analysis

CWAN: Take Private Deal At US$24.55 Will Drive Future Repricing

Chief Financial Officer notifies of intention to sell stock

CWAN: Take Private Deal And Fair Value Assumptions Will Define Risk Reward

CEO & Director exercised options and sold US$3.6m worth of stock

CWAN: Take-Private Bidding Will Drive Shares Toward Higher Cash Premium

Warburg Pincus LLC, Permira Advisers Ltd. and Temasek Holdings (Private) Limited entered into a definitive agreement to acquire remaining stake in Clearwater Analytics Holdings, Inc. (NYSE:CWAN) in a transaction valued at approximately $8.4 billion.

Consensus EPS estimates upgraded to US$0.10 loss

CWAN: Take-Private Bidding Interest Will Drive Shares Toward Higher Future Premium

Investor Optimism Abounds Clearwater Analytics Holdings, Inc. (NYSE:CWAN) But Growth Is Lacking

Chief Financial Officer notifies of intention to sell stock

CWAN: Takeover Interest Will Drive Shares Toward a Potential Premium

Warburg Pincus and Permira Reportedly in Talks to Buy Clearwater Analytics

Investor sentiment improves as stock rises 20%

Additional Considerations Required While Assessing Clearwater Analytics Holdings' (NYSE:CWAN) Strong Earnings

Consensus EPS estimates upgraded to US$0.16 loss

Clearwater Analytics: Pipeline Is Robust As Expansion Continues

CWAN: Core Business Strength and Integration Progress Will Drive Long-Term Upside

Third quarter 2025 earnings: EPS misses analyst expectations

Clearwater Analytics Announces the Global Deployment of CWAN GenAI

Clearwater Analytics Holdings, Inc. to Report Q3, 2025 Results on Nov 05, 2025

Clearwater Analytics Enhances Alternative Assets Solution to Tackle $2.5 Trillion Private Credit Market

Operational Efficiencies And Global Demand Will Boost Prospects Amid Risks

Clearwater Analytics Holdings, Inc. (NYSE:CWAN) announces an Equity Buyback for $100 million worth of its shares.

CEO & Director notifies of intention to sell stock

Second quarter 2025 earnings: EPS and revenues exceed analyst expectations

Clearwater Analytics Holdings, Inc. Provides Consolidated Earnings Guidance for the Third Quarter and Full Year of 2025

Clearwater Analytics Holdings, Inc. Announces Board Appointments

Clearwater Analytics Expands Solutions for Prosperity to Support Growing Mortgage Portfolio

Clearwater Analytics Holdings, Inc. to Report Q2, 2025 Results on Aug 06, 2025

CEO & Director notifies of intention to sell stock

Clearwater Analytics Holdings, Inc. Announces Leadership Appointments

Clearwater Analytics Holdings (NYSE:CWAN) Has A Rock Solid Balance Sheet

CEO & Director exercised options and sold US$356k worth of stock

Clearwater Analytics Holdings, Inc.(NYSE:CWAN) dropped from Russell 2000 Growth-Defensive Index

Clearwater Analytics Holdings, Inc. Approves the Appointment of Mukesh Aghi as Class I Director

CEO & Director notifies of intention to sell stock

Price target decreased by 7.4% to US$32.82

New minor risk - Shareholder dilution

New minor risk - Insider selling

CEO & Director notifies of intention to sell stock

New minor risk - Shareholder dilution

New minor risk - Shareholder dilution

New minor risk - Shareholder dilution

First quarter 2025 earnings: Revenues exceed analysts expectations while EPS lags behind

Clearwater Analytics Holdings, Inc. (NYSE:CWAN) completed the acquisition of Beacon Platform Inc.

Clearwater Analytics Holdings, Inc. Announces Executive Promotions

Clearwater Analytics: 3 Acquisitions That Make This A Strong Buy

Clearwater Analytics Holdings, Inc. (NYSE:CWAN) completed the acquisition of Enfusion, Inc. (NYSE:ENFN) from a group of shareholders.

CEO & Director exercised options and sold US$2.1m worth of stock

Clearwater Analytics Holdings, Inc. to Report Q1, 2025 Results on Apr 30, 2025

Investor sentiment deteriorates as stock falls 15%

Now 25% undervalued after recent price drop

CEO & Director exercised options and sold US$417k worth of stock

Clearwater Analytics Holdings, Inc. (NYSE:CWAN) completed the acquisition of Bistro, proprietary portfolio visualization software platform of Blackstone Inc (NYSE:BX).

CEO & Director notifies of intention to sell stock