Tillkännagivande • 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.

Tillkännagivande • 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.

VD-lön i procent	44.67%
Anställning som VD	2.7yrs
Ägande av VD	0.05%
Ledningens genomsnittliga anställningstid	2.7yrs
Styrelsens genomsnittliga mandatperiod	3.8yrs

Datum	Total ersättning	Lön	Företagets resultat
Dec 31 2024	n/a	n/a	US$3m
Sep 30 2024	n/a	n/a	US$3m
Jun 30 2024	n/a	n/a	US$4m
Mar 31 2024	n/a	n/a	US$3m
Dec 31 2023	US$1m	US$650k	US$6m
Sep 30 2023	n/a	n/a	US$6m
Jun 30 2023	n/a	n/a	US$6m
Mar 31 2023	n/a	n/a	US$3m
Dec 31 2022	US$2m	US$236k	-US$9m

Namn	Position	Anställning	Kompensation	Ägarskap
Oleg Movchan	CEO & Director	2.7yrs	US$1.46m	0.055% $ 758.6k
Bradley Herring	Chief Financial Officer	2.3yrs	US$1.11m	0.11% $ 1.6m
Neal Pawar	Chief Operating Officer	1.4yrs	US$3.04m	0.16% $ 2.2m
Stephen Malherbe	Managing Partner	no data	inga uppgifter	0% $ 0
Valeria Gutowski	Chief Accounting Officer	1.3yrs	inga uppgifter	0.016% $ 217.8k
Daniel Groman	Chief Technology Officer	1.1yrs	inga uppgifter	0.13% $ 1.8m
Matthew Campobasso	General Counsel & Corporate Secretary	2.4yrs	inga uppgifter	0.027% $ 368.2k
Bronwen Bastone	Chief People Officer	3.5yrs	US$1.86m	0.063% $ 878.2k
Joseph Defeo	Global Head of Managed Services Production	4yrs	inga uppgifter	inga uppgifter
Jeff Young	Head of Implementation	4yrs	inga uppgifter	inga uppgifter
Robert Taylor	Head of Client Support	4yrs	inga uppgifter	inga uppgifter
Vivek Ranka	MD & Co-Head of Technology	5.4yrs	inga uppgifter	inga uppgifter

Namn	Position	Anställning	Kompensation	Ägarskap
Oleg Movchan	CEO & Director	4.3yrs	US$1.46m	0.055% $ 758.6k
Bradford Bernstein	Independent Non-Executive Director	4.3yrs	inga uppgifter	0% $ 0
Lawrence Leibowitz	Independent Non-Executive Director	4.3yrs	US$228.17k	0.17% $ 2.4m
Deirdre Somers	Independent Director	2.3yrs	US$462.87k	0.024% $ 328.4k
Kathleen DeRose	Independent Non-Executive Director	3.3yrs	US$228.17k	0.044% $ 610.7k
Jan Hauser	Independent Non-Executive Director	3.3yrs	US$234.67k	0.043% $ 597.0k
Roy Luo	Independent Non-Executive Director	4.3yrs	inga uppgifter	inga uppgifter
Michael Spellacy	Independent Chairman	2.3yrs	US$658.20k	0.029% $ 409.1k

Uppgifter	Senast uppdaterad (UTC-tid)
Analys av företag	2025/04/22 11:53
Aktiekurs vid dagens slut	2025/04/17 00:00
Intäkter	2024/12/31
Årlig intjäning	2024/12/31

Paket	Uppgifter	Tidsram	Exempel US-källa
Företagets finansiella ställning	10 år	Resultaträkning Kassaflödesanalys Balansräkning	SEC Form 10-K SEC Form 10-Q
Analytikernas konsensusuppskattningar	+3 år	Prognos för finansiella poster Analytikernas prismål	Rapporter från analytiker Blue Matrix
Marknadspriser	30 år	Aktiekurser Utdelningar, splittar och åtgärder	ICE Marknadsdata SEC Form S-1
Ägarskap	10 år	Största aktieägare Insiderhandel	SEC Formulär 4 SEC Formulär 13D
Förvaltning	10 år	Ledningsgrupp Styrelse och verkställande direktörer	SEC Form 10-K SEC Form DEF 14A
Viktiga utvecklingstendenser	10 år	Företagsmeddelanden	SEC Formulär 8-K

This company has been acquired

Enfusion Förvaltning

Förvaltning kriterier kontrolleras 4/4

Viktig information

Senaste uppdateringar av ledningen

Chief Financial Officer recently sold US$259k worth of stock

Chief Operating Officer recently sold US$191k worth of stock

Enfusion, Inc Announces Executive Appointments

Chief People Officer recently sold US$234k worth of stock

Chief People Officer notifies of intention to sell stock

Chief People Officer recently sold US$325k worth of stock

Recent updates

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

Consensus EPS estimates fall by 29%

Now 20% undervalued

Full year 2024 earnings: EPS misses analyst expectations

Now 21% undervalued

An Update On The Enfusion Buyout

Price target increased by 9.0% to US$10.78

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.

Chief Financial Officer recently sold US$259k worth of stock

Enfusion: Revenue Growth Should Start To Accelerate

Chief Operating Officer recently sold US$191k worth of stock

Is There An Opportunity With Enfusion, Inc.'s (NYSE:ENFN) 32% Undervaluation?

Consensus EPS estimates fall by 11%

New minor risk - Earnings quality

Why Private Equity Will Buyout Enfusion

New minor risk - Shareholder dilution

Enfusion, Inc Announces Executive Appointments

Enfusion, Inc. to Report Q3, 2024 Results on Nov 04, 2024

Enfusion Reportedly in Talks with Investment Bankers to Evaluate Options, Include Potential Sale

Critical Expansion And Diverse Client Base Propel Future Growth And Margin Enhancement

New minor risk - Shareholder dilution

New minor risk - Shareholder dilution

Enfusion: Growth Should Accelerate In Coming Quarters

Investors Can Find Comfort In Enfusion's (NYSE:ENFN) Earnings Quality

Consensus EPS estimates increase by 51%

Second quarter 2024 earnings: EPS exceeds analyst expectations while revenues lag behind

New minor risk - Shareholder dilution

Enfusion, Inc. Introduces the Next Phase of Portfolio Workbench, Empowering Asset Managers with Increased Efficiency and Flexibility

New minor risk - Shareholder dilution

Enfusion, Inc. to Report Q2, 2024 Results on Aug 06, 2024

Chief People Officer recently sold US$234k worth of stock

Chief People Officer notifies of intention to sell stock

Enfusion: Expectations Of Faster Growth And Higher Margins Justify A Buy Rating

New minor risk - Shareholder dilution

Chief People Officer recently sold US$325k worth of stock

Chief People Officer notifies of intention to sell stock

Consensus EPS estimates fall by 38%

New minor risk - Profit margin trend

First quarter 2024 earnings: EPS misses analyst expectations

Enfusion, Inc., Annual General Meeting, Jun 13, 2024

Enfusion, Inc. to Report Q1, 2024 Results on May 09, 2024

Consensus EPS estimates fall by 20%, revenue upgraded

New minor risk - Shareholder dilution

Full year 2023 earnings: EPS misses analyst expectations

Is Now An Opportune Moment To Examine Enfusion, Inc. (NYSE:ENFN)?

New minor risk - Shareholder dilution

Now 20% undervalued after recent price drop

Capital Allocation Trends At Enfusion (NYSE:ENFN) Aren't Ideal

Enfusion, Inc. to Report Q4, 2023 Results on Mar 12, 2024

Now 22% undervalued

New minor risk - Shareholder dilution

Enfusion, Inc. Elevates Valeria Gutowski to Chief Accounting Officer

Enfusion: Product Is Sticky And Industry Is Huge

Calculating The Fair Value Of Enfusion, Inc. (NYSE:ENFN)

CEO & Director recently sold US$1.0m worth of stock

New minor risk - Shareholder dilution

CEO & Director recently sold US$1.5m worth of stock

CEO & Director notifies of intention to sell stock

Investors Appear Satisfied With Enfusion, Inc.'s (NYSE:ENFN) Prospects As Shares Rocket 28%

Managing Partner recently sold US$9.9m worth of stock

Enfusion, Inc. Appoints Neal Pawar as Chief Operating Officer, Effective November 27, 2023

Third quarter 2023 earnings: EPS misses analyst expectations

Consensus EPS estimates fall by 32%

Enfusion: Still Bullish Considering Q3 EBITDA Beat

Why Enfusion, Inc. (NYSE:ENFN) Could Be Worth Watching

Enfusion, Inc. to Report Q3, 2023 Results on Nov 07, 2023

New minor risk - Shareholder dilution

Enfusion Faces Cross-Currents In Investment Management Software Market