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

Rhea-AI Summary

Clearwater Analytics Holdings, Inc. (NYSE: CWAN) announced the pricing of its underwritten secondary public offering of Class A common stock at $15.00 per share, totaling 13,000,000 shares to be sold by affiliates of Welsh, Carson, Anderson & Stowe. Clearwater will not receive any proceeds from this sale. The underwriters also have a 30-day option to purchase an additional 1,950,000 shares. The offering closes on March 13, 2023. J.P. Morgan, Morgan Stanley, and other firms are involved in the underwriting. The shares are offered under an effective shelf registration statement filed with the SEC on March 8, 2023.

Positive

• Pricing of secondary offering at $15.00 per share indicates strong interest.
• Total offering of 13 million shares reflects robust market activity.

Negative

• Company will not receive any proceeds from the sale of shares, limiting cash inflow.
• Possible dilution of existing shareholders due to increased share availability.

BOISE, Idaho, March 8, 2023 /PRNewswire/ -- Clearwater Analytics Holdings, Inc. ("Clearwater Analytics" or the "Company") (NYSE: CWAN), a leading provider of SaaS-based investment accounting, reporting, and analytics solutions, today announced the pricing of its underwritten secondary public offering of its Class A common stock priced at a price to the public of $15.00 per share. The offering consists of 13,000,000 shares of Class A common stock to be sold by certain affiliates of Welsh, Carson, Anderson & Stowe (collectively, the "Selling Stockholders"). The Company will not receive any proceeds from the sale of the Company's Class A common stock by the Selling Stockholders. The Selling Stockholders also granted the underwriters a 30-day option to purchase up to an additional 1,950,000 shares of Class A common stock at the public offering price, less underwriting discounts and commissions. The Company's Class A common stock is listed on the New York Stock Exchange under the ticker symbol "CWAN." The offering is expected to close on March 13, 2023, subject to customary closing conditions.

J.P. Morgan is acting as lead bookrunner and representative of the underwriters for the offering, with Morgan Stanley, Goldman Sachs & Co. LLC, RBC Capital Markets, SVB Securities, Wells Fargo Securities, Credit Suisse, William Blair, Oppenheimer & Co. and Piper Sandler acting as additional bookrunners for the offering. D.A. Davidson & Co., Loop Capital Markets, AmeriVet Securities, Penserra Securities LLC, R. Seelaus & Co., LLC and Siebert Williams Shank are acting as comanagers for the offering.

The shares of Class A common stock in this offering are being offered pursuant to an automatically effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission ("SEC") on March 8, 2023. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the offering was filed with the SEC and is available on the SEC's website at www.sec.gov. The final prospectus supplement and accompanying prospectus relating to and describing the terms of the offering will be filed with the SEC and may be obtained, when available, from: J.P. Morgan Securities, LLC, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (866) 803-9204, or by email at prospectus-eq_fi@jpmchase.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 $6.4 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 closing date of the public offering, the underwriters' exercise of their option to purchase additional shares of Class A common stock, 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," "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, 2022 filed with the SEC on March 3, 2023, 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.

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SOURCE Clearwater Analytics, LLC

FAQ

What is the price of Clearwater Analytics' secondary offering?

The price is set at $15.00 per share.

How many shares are being offered in the Clearwater Analytics secondary offering?

A total of 13,000,000 shares are being offered.

When does the Clearwater Analytics secondary offering close?

The offering is expected to close on March 13, 2023.

Who are the underwriters for Clearwater Analytics' secondary offering?

J.P. Morgan is the lead bookrunner, with Morgan Stanley and others as additional bookrunners.

What will Clearwater Analytics do with the proceeds from the secondary offering?

The company will not receive any proceeds from this offering.