Announcement • 2h
Warburg Pincus LLC, Permira Advisers Ltd. and Temasek Holdings (Private) Limited completed the acquisition of remaining stake in Clearwater Analytics Holdings, Inc. (NYSE:CWAN) from BlackRock, Inc. (NYSE:BLK) and others.
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) from BlackRock, Inc. (NYSE:BLK) and others in a transaction valued at approximately $8.4 billion on December 20, 2025. A cash consideration valued at $24.55 per share will be paid by Warburg Pincus LLC, Permira Advisers Ltd. and Temasek Holdings (Private) Limited. Total funds available to Parent and Merger Sub to pay the amounts described above will include up to $5.9 billion in the aggregate, of equity financing (the “Equity Financing”) pursuant to the Equity Commitment Letters provided by the Equity Commitment Parties and up to an aggregate amount of $3.5 billion of debt financing pursuant to the Debt Commitment Letter (the “Debt Financing” and together with the Equity Financing, the “Financing”). The financing will be used to fund the transaction. Parent will pay a termination fee of $521.1 million to Clearwater. The merger agreement provides for a “go-shop” period ending on January 23, 2026, during which CWAN, at the direction of the Special Committee and with the assistance of its advisors, will be permitted to actively solicit and evaluate alternative acquisition proposals, with a potential 10-day extension for certain parties that submit acquisition proposals during the initial go-shop period. The Investor Group has key support from Francisco Partners. Private Credit at Goldman Sachs Alternatives provided 100% committed debt financing to the Investor Group.
The transaction is subject to regulatory approvals, approval of merger agreement by Clearwater Analytics shareholders. Consummation of the Merger is subject to the requirements of the HSR Act and the rules promulgated by the FTC. Consummation of the Merger is subject to Section 50 of the Competition and Consumer Act 2010 (Cth) (the “CCA”), approval from State Administration for Market Regulation (“SAMR”) pursuant to the Anti-Monopoly Law of the People’s Republic of China enacted on August 1, 2008, subject to the European Union issuing a decision under Council Regulation (EC) 139/2004 declaring the Transactions compatible with the internal market, subject to the Law on Protection of Competition No. 4054 dated December 13, 1994 (the “Turkish Competition Law”), pursuant to which the Merger cannot be completed until the filing of a notification with the Turkish Competition Authority and upon the approval of the Merger by the Turkish Competition Authority under the Turkish Competition Law. Parent and the Company filed a notification with the Turkish Competition Authority in the first quarter of 2026 and subject to the Foreign Acquisitions and Takeovers Act 1975 of Australia, as amended, pursuant to which certain acquisitions by foreign persons of Australian companies, businesses and real property assets, including the Transactions, must be notified to the Foreign Investment Review Board (“FIRB”) for approval by the Australian Treasurer. The deal has been approved by Clearwater Analytics board. The Board of Directors of Clearwater Analytics Holdings, Inc. formed a special committee, composed entirely of independent and disinterested directors for the transaction. The Special Committee unanimously recommended this transaction. Upon completion of the transaction, CWAN’s common stock will no longer be publicly listed on the New York Stock Exchange, and CWAN will become a privately held company. The Special Meeting for the shareholders of Clearwater will be held to approve the transaction on May 6, 2026. The transaction is expected to complete in first half of 2026. As of January 23, 2026, at 12:00 a.m., New York City time, the “go-shop” period expired under the terms of the previously announced Agreement and Plan of Merger. As of February 13, 2026, early termination of the waiting period under the HSR Act was granted effective. The transaction is expected to close in the second quarter of 2026. As of May 07, 2026, Clearwater shareholders approved the transaction. CWAN has now obtained all required regulatory approvals for the proposed acquisition, except for the Australia Foreign Investment Review Board (“FIRB”) approval.
PJT Partners LP acted as financial advisor and Cravath, Swaine & Moore LLP acted as legal advisor for Special Committee of the CWAN. JPMorgan Chase & Co. acted as financial advisor for Clearwater Analytics Holdings, Inc. Constantine Skarvelis, David Feirstein, Marshall Shaffer, Andrew Norwich, Judson Oswald, Andrew Hurley, Ross Leff, Christie W.S. Mok, Sara Zablotney, Joseph Tootle, Shaun Mathew, Evan Johnson, Maria Raptis, Edward Sharon, Lucille Hague, John Kabealo, Alexandra Mihalas, Michael Krasnovsky, Anthony Ji, Jackie Heffernan, Matthew Darch, Matthew Lovell, Zeina Kazour, and Jonathan Kidwell of Kirkland & Ellis LLP acted as legal advisor for Clearwater Analytics Holdings, Inc. Goldman Sachs & Co. LLC acted as financial advisor for Permira Advisers Ltd., Temasek Holdings Limited and Warburg Pincus LLC. Eric Wedel, Ben Steadman and Caroline Epstein of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisor for Permira Advisers Ltd., Temasek Holdings Limited and Warburg Pincus LLC. Amber Banks, Brian Mangino, and Mariclaire Petty Brewer of Latham & Watkins LLP acted as legal advisor for Permira Advisers Ltd., Temasek Holdings Limited and Warburg Pincus LLC. Kaskela Law LLC acted as legal advisor to Clearwater Analytics. J. Christian Nahr of Skadden, Arps, Slate, Meagher & Flom LLP and Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisors for Permira Advisers Ltd. Equiniti Trust Company, LLC acted as transfer agent to Clearwater Analytics. Innisfree M&A Incorporated acted as proxy solicitor to Clearwater Analytics and will receive a fee of $0.75 million for its services. As compensation for its services in connection with the Merger, PJT Partners is entitled to receive from Clearwater an aggregate fee of approximately $42,200,000, $5,000,000 of which became payable upon the delivery of PJT Partners’ opinion. For financial advisory services rendered in connection with the Merger, Clearwater has agreed to pay J.P. Morgan an estimated fee of approximately $51,000,000, $5,000,000 of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion.
Warburg Pincus LLC, Permira Advisers Ltd. and Temasek Holdings (Private) Limited completed the acquisition of remaining stake in Clearwater Analytics Holdings, Inc. (NYSE:CWAN) from BlackRock, Inc. (NYSE:BLK) and others on June 25, 2026. With the completion of the acquisition, Clearwater’s Class A common stock no longer trades on the New York Stock Exchange.
Permira employs over 500 people in 15 offices across Europe, the United States, the Middle East and Asia.
Jeremy L. Goldstein, Christopher S. Harrison, and Evan Coren of Sterlington, PLLC acted as legal advisor to the management team of Clearwater Analytics Holdings, Inc.