Under the terms of the merger agreement, Clearwater stockholders received $24.55 per share in cash, without interest, for each share of Class A common stock. The press release announcing the deal described the transaction as valued at approximately $8.4 billion. The per-share price represented a premium of approximately 47 percent (47.1 percent per the proxy statement) over Clearwater's undisturbed closing share price of $16.69 on November 10, 2025, the last trading day before media reports of a potential transaction surfaced, and a premium of approximately 15.3 percent over the $21.29 closing price on December 15, 2025, the day before the deal terms were finalized. At closing, the total cash consideration payable to Clearwater's equityholders was approximately $7.4 billion, funded through approximately $5.7 billion of equity commitments from funds affiliated with Permira, Warburg Pincus, Francisco Partners and Temasek, and approximately $2.7 billion of debt financing.
The acquisition financing was arranged through a new credit agreement entered into substantially concurrently with closing among Parent (as guarantor), Merger Sub (as initial borrower) and Clearwater (as borrower), with Goldman Sachs Private Credit Corp. as administrative agent. The new facilities consist of a senior secured term loan of $2,700,000,000, a senior secured delayed draw term loan of $500,000,000, and a senior secured revolving credit facility of $325,000,000, guaranteed by Parent and certain domestic subsidiaries and secured by substantially all assets of the borrower and guarantors. Proceeds were used in part to repay in full and terminate all commitments under Clearwater's prior credit agreement, dated April 21, 2025, with JPMorgan Chase Bank, N.A. as administrative agent. Private Credit at Goldman Sachs Alternatives is described in the companies' press releases as having provided 100 percent committed debt financing to the investor group.
According to the proxy statement's Background of the Merger section, the transaction originated from informal discussions in August 2025 between Clearwater's CEO Sandeep Sahai and Permira/Warburg Pincus board designees about a potential take-private, following a decline in Clearwater's stock price after its August 2025 earnings release. On October 23, 2025, Warburg Pincus and Permira submitted a non-binding proposal to acquire all shares at $24.50 per share in cash, representing an approximately 29 percent premium to the prior day's closing price. The Board formed a Transaction Committee, and later a Special Committee comprised solely of independent and disinterested directors, which engaged J.P. Morgan as financial advisor to the Company and PJT Partners as financial advisor to the Special Committee, with Kirkland & Ellis LLP as the Company's legal counsel and Cravath, Swaine & Moore LLP as the Special Committee's legal counsel. A rival financial sponsor, referred to in the proxy as Sponsor Party A, submitted a competing non-binding proposal on December 14, 2025 in the range of $20.00 to $22.00 per share, which the Special Committee determined was not competitive. The Permira/Warburg Pincus consortium raised its offer through several rounds, including a December 14, 2025 proposal of $24.25 per share and a December 15, 2025 proposal of $24.35 per share, before the Special Committee countered at $25.75 per share; the parties ultimately agreed to $24.55 per share on December 16, 2025, alongside a five-day exclusivity period and go-shop terms. PJT Partners rendered a fairness opinion to the Special Committee, and J.P. Morgan rendered a fairness opinion to the Board, both dated December 20, 2025, that the merger consideration was fair to Clearwater stockholders from a financial point of view.
The merger agreement included a go-shop period running through January 23, 2026 (with a potential extension to February 2, 2026 for certain parties), during which Clearwater could solicit alternative acquisition proposals; the proxy does not disclose that any superior proposal emerged from this process. The agreement provided for a termination fee payable by Clearwater of $111,670,000 if triggered during the go-shop or go-shop extension period, or $241,950,000 if triggered under other specified circumstances, and a reverse termination fee payable by Parent of $521,130,000 if Parent breached its obligations or failed to consummate the merger when required. The outside date for termination (absent extension) was September 20, 2026.
CEO Sandeep Sahai stated that the transaction represents a great outcome for Clearwater Analytics and our stockholders and positions us well for our next chapter of growth, citing plans to integrate the platforms to deliver a next-generation front-to-back solution that natively addresses alternative assets following the company's acquisitions of Enfusion, Beacon Platform and Bistro. Permira's Andrew Young said the firm is excited to leverage our deep financial technology expertise and partner with Permira and the CWAN team to drive the next wave of innovation and growth, and at closing Sahai said going private would let Clearwater accelerate investment in its AI roadmap and next-generation platform capabilities and build its Gen AI agentic platform.
Clearwater's stockholders approved the merger agreement at a special meeting held May 6, 2026, with approximately 70.6 percent of outstanding shares represented at the meeting; the merger agreement proposal received both the required majority of total voting power (205,143,338 votes for) and the required majority of disinterested stockholder votes (200,228,312 votes for). The merger closed on June 25, 2026. In connection with closing, Clearwater's certificate of incorporation and bylaws were amended and restated, a new board was installed (retaining only CEO Sandeep Sahai among prior directors, joined by Parent-appointed directors Peter Flynn, Thomas Lafrance and Jim Cox), and the company's 2021 Omnibus Incentive Plan, Enfusion 2021 Stock Option and Incentive Plan, and 2021 Employee Stock Purchase Plan were terminated. Outstanding equity awards were canceled in exchange for cash based on the $24.55 merger consideration.
The transaction value and consideration mix (100 percent cash) are now fully disclosed; however, the source filings do not disclose a specific EV/EBITDA, EV/revenue, or other valuation multiple for the deal, nor do they disclose any quantified cost synergy target or expected EPS/earnings impact for the (now private) combined platform, since Clearwater is a going-private acquisition by financial sponsors rather than a merger of operating companies with a public pro forma entity.