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

Rhea-AI Summary

Clearwater Analytics Holdings, Inc. announces a secondary public offering of 16,250,000 shares of Common Stock by Selling Stockholders, with no proceeds to the Company. J.P. Morgan is the underwriter for the offering.

Financial Analyst

Clearwater Analytics Holdings' announcement of a secondary public offering can have a significant impact on the company's stock liquidity and market perception. Typically, a secondary offering can dilute existing shares, potentially lowering their value. However, since the company is not issuing new shares but rather facilitating a resale by existing stakeholders, the direct impact on the company's financials is neutral. Investors should closely monitor the volume of shares traded post-announcement, as it could affect stock price volatility.

Furthermore, the involvement of a reputable financial institution like J.P. Morgan as the underwriter and book-runner lends credibility to the offering and may ease potential investor concerns about the transaction's execution. The offering's success and the subsequent stock performance will hinge on market conditions and investor appetite for Clearwater's stock at the time of the sale.

Market Research Analyst

The secondary public offering from Clearwater Analytics Holdings is indicative of the current trend where companies leverage strong market conditions to provide liquidity options for early investors or private equity stakeholders. It's essential to analyze the market's reception to such offerings, as it reflects investor confidence in the company's long-term growth prospects.

Investors should consider the broader industry context, including market demand for SaaS-based investment management solutions and Clearwater's competitive positioning within this sector. Market saturation, innovation and regulatory changes can all influence investor sentiment and, by extension, the outcome of the secondary offering.

Legal Expert

The legal framework governing the secondary public offering, particularly the use of a shelf registration statement, allows Clearwater Analytics Holdings to sell shares in a more streamlined manner. This process demonstrates regulatory compliance and the company's preparedness to take advantage of market opportunities. It's important for investors to understand that the SEC's involvement through the registration statement ensures transparency and provides a layer of security for potential buyers.

Investors should note that the offering is conducted under the guidelines of the Securities Act of 1933, which mandates full disclosure to protect investors. The prospectus filed with the SEC will be a critical document for evaluating the offering's terms and the Selling Stockholders' intentions.

BOISE, Idaho, March 6, 2024 /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 that it has launched an underwritten secondary public offering of an aggregate of 16,250,000 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 Welsh, Carson, Anderson & Stowe (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, 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 $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, 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.

What is the ticker symbol for Clearwater Analytics Holdings, Inc.?

The ticker symbol for Clearwater Analytics Holdings, Inc. is 'CWAN'.

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

A total of 16,250,000 shares of Common Stock are being offered in the secondary public offering.

Who is the underwriter for the proposed offering of Common Stock?

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

What type of registration statement was filed for the offering?

The Common Stock is being offered pursuant to an automatically effective shelf registration statement on Form S-3 filed with the SEC.

Will Clearwater Analytics Holdings, Inc. receive any proceeds from the sale of Common Stock by the Selling Stockholders?

No, the Company will not receive any proceeds from the sale of the Common Stock by the Selling Stockholders.