Clearwater Analytics Announces Launch of Secondary Offering of Class A Common Stock

Rhea-AI Summary

Clearwater Analytics (NYSE: CWAN) has announced a secondary public offering of 25,000,000 shares of Class A common stock. The offering is being conducted on behalf of affiliates of Welsh, Carson, Anderson & Stowe, Warburg Pincus , and Permira Advisers J.P. Morgan is acting as the sole underwriter and book-running manager. The company will not receive any proceeds from the sale. The shares will be offered through negotiated transactions or at prevailing market prices under an automatically effective shelf registration statement filed with the SEC.

Positive

• None.

Negative

• Large secondary offering of 25M shares could create selling pressure
• Company receives no proceeds from the sale
• Major shareholders reducing their positions

Insights

Financial Analyst

This secondary offering of 25 million shares represents a significant liquidity event for major private equity investors. The sale by Welsh Carson, Warburg Pincus and Permira signals a typical PE exit strategy, though the timing and size suggest confidence in current market conditions. With CWAN's current market cap around 7 billion, this offering represents approximately 15% of the company's value.

The offering's structure, utilizing an existing shelf registration, indicates efficient execution. While the company won't receive proceeds, the increased float could improve trading liquidity. However, large insider sales typically create short-term selling pressure. JPMorgan's sole management of the offering suggests controlled distribution to minimize market impact.

BOISE, Idaho--(BUSINESS WIRE)-- Clearwater Analytics Holdings, Inc. (“Clearwater” or the “Company”) (NYSE: CWAN), a leading worldwide provider of SaaS-based investment management, accounting, reporting, and analytics solutions, today announced that it has launched an underwritten secondary public offering of an aggregate of 25,000,000 shares of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”). The Company is conducting a resale of Common Stock on behalf of certain affiliates of each of Welsh, Carson, Anderson & Stowe, Warburg Pincus LLC and Permira Advisers LLC (collectively, the “Selling Stockholders”). The Company will not receive any proceeds from the sale of the Common Stock by the Selling Stockholders. The underwriter will offer the shares from time to time for sale in negotiated transactions or otherwise, at market prices prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Common Stock is listed on the New York Stock Exchange under the ticker symbol “CWAN.”

J.P. Morgan is acting as the underwriter and sole book-running manager for the proposed offering.

Shares of the Common Stock are being offered in this proposed offering pursuant to an automatically effective shelf registration statement on Form S-3 filed with the United States Securities and Exchange Commission (the “SEC”) on March 8, 2023. A prospectus relating to and describing the terms of the proposed offering will be filed with the SEC and may be obtained from: J.P. Morgan Securities, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, or by email at prospectus-eq_fi@jpmchase.com and postsalemanualrequests@broadridge.com; or by accessing the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. Any offers, solicitations or offers to buy, or any sales of securities will be made in accordance with the registration requirements of the Securities Act of 1933, as amended.

About Clearwater Analytics

Clearwater Analytics (NYSE: CWAN), a global, industry-leading SaaS solution, automates the entire investment lifecycle. With a single instance, multi-tenant architecture, Clearwater offers award-winning investment portfolio planning, performance reporting, data aggregation, reconciliation, accounting, compliance, risk, and order management. Each day, leading insurers, asset managers, corporations, and governments use Clearwater’s trusted data to drive efficient, scalable investing on more than $7.3 trillion in assets spanning traditional and alternative asset types.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. Forward-looking statements include information concerning the terms of the proposed public offering, the Company’s possible or assumed future results of operations, business strategies, technology developments, financing and investment plans, dividend policy, competitive position, industry, economic and regulatory environment, potential growth opportunities and the effects of competition. Forward-looking statements include statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “aim,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will,” “would” or similar expressions and the negatives of those terms, but are not the exclusive means of identifying such statements.

Forward-looking statements involve known and unknown risks, uncertainties, and other factors, many of which are beyond the Company’s control, that may cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on February 29, 2024, in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2024 filed with the SEC on November 6, 2024 and in other periodic reports filed by the Company with the SEC. These filings are available at www.sec.gov and on the Company’s website. Given these uncertainties, you should not place undue reliance on forward-looking statements. Also, forward-looking statements represent management’s beliefs and assumptions only as of the date of this press release and should not be relied upon as representing the Company’s expectations or beliefs as of any date subsequent to the time they are made. The Company does not undertake to and specifically declines any obligation to update any forward-looking statements that may be made from time to time by or on behalf of the Company.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241111848626/en/

Investors:

Joon Park | +1 415-906-9242 | investors@clearwaternanalytics.com

Media:

Claudia Cahill | +1 703-728-1221 | press@clearwateranalytics.com

Source: Clearwater Analytics Holdings, Inc.

FAQ

How many shares are being offered in Clearwater Analytics (CWAN) secondary offering?

Clearwater Analytics is offering 25,000,000 shares of Class A common stock in the secondary public offering.

Who are the selling stockholders in CWAN's secondary offering?

The selling stockholders are affiliates of Welsh, Carson, Anderson & Stowe, Warburg Pincus , and Permira Advisers

Will Clearwater Analytics (CWAN) receive proceeds from the secondary offering?

No, Clearwater Analytics will not receive any proceeds from the sale of the Class A common stock by the selling stockholders.

Who is the underwriter for CWAN's secondary offering?

J.P. Morgan is acting as the underwriter and sole book-running manager for the proposed offering.