Announcement • 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.

Interest coverage ratio	-3.6x
Cash	US$54.48m
Equity	US$99.54m
Total liabilities	US$43.72m
Total assets	US$143.26m

Data	Last Updated (UTC time)
Company Analysis	2025/04/22 18:11
End of Day Share Price	2025/04/17 00:00
Earnings	2024/12/31
Annual Earnings	2024/12/31

Package	Data	Timeframe	Example US Source ^*
Company Financials	10 years	Income statement Cash flow statement Balance sheet	SEC Form 10-K SEC Form 10-Q
Analyst Consensus Estimates	+3 years	Forecast financials Analyst price targets	Analyst Research Reports Blue Matrix
Market Prices	30 years	Stock prices Dividends, Splits and Actions	ICE Market Data SEC Form S-1
Ownership	10 years	Top shareholders Insider trading	SEC Form 4 SEC Form 13D
Management	10 years	Leadership team Board of directors	SEC Form 10-K SEC Form DEF 14A
Key Developments	10 years	Company announcements	SEC Form 8-K

This company has been acquired

Enfusion Balance Sheet Health

Financial Health criteria checks 6/6

Key information

Recent financial health updates

Recent updates

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