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

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Clearwater Analytics Holdings, Inc. announced the pricing of its underwritten secondary public offering of 20,000,000 shares of its Class A common stock at $17.50 per share. The offering is expected to close on November 9, 2023.

BOISE, Idaho, Nov. 6, 2023 /PRNewswire/ -- Clearwater Analytics Holdings, Inc. ("Clearwater" or the "Company") (NYSE: CWAN), a leading provider of SaaS-based investment management, accounting, reporting, and analytics solutions, today announced the pricing of its previously announced underwritten secondary public offering of its Class A common stock, par value $0.001 per share (the "Common Stock"), priced at a price to the public of $17.50 per share. The offering consists of 20,000,000 shares of Common Stock, upsized from the previously announced 17,000,000 shares, to be sold by 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 Common Stock is listed on the New York Stock Exchange under the ticker symbol "CWAN."  The offering is expected to close on November 9, 2023, subject to customary closing conditions.

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

Shares of the Common Stock are being offered in this 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 offering will be filed with the SEC and may be obtained from: J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-866-803-9204 or email: 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 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, 2022 filed with the SEC on March 3, 2023, the Company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023 filed with the SEC on November 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 Holdings, Inc.

FAQ

Who announced the pricing of the secondary public offering?

Clearwater Analytics Holdings, Inc.

How many shares are being offered in the secondary public offering?

20,000,000 shares

What is the price per share in the offering?

$17.50 per share

When is the expected closing date of the offering?

November 9, 2023

Will the company receive any proceeds from the sale of the Common Stock?

No, the Company will not receive any proceeds from the sale.

Who is acting as the underwriter and sole book-running manager for the offering?

J.P. Morgan

Where can the prospectus be obtained?

Prospectus can be obtained from J.P. Morgan Securities LLC or the SEC's website.