NEW YORK, July 1, 2026, 10:06 EDT
- U.S. equities were open at the dateline. The July 4 holiday will be observed Friday, July 3.
- CWAN is off the NYSE tape after its $8.4 billion take-private closed.
- The last quote was $24.56, just a cent over the $24.55 cash merger price.
- The deal works out to roughly 9.6x Q1 ARR, and debt at closing was about 8.7x annualized Q1 adjusted EBITDA.
Markets were open Wednesday, but Clearwater Analytics Holdings, Inc. NYSE:CWAN did not trade. NYSE’s regular hours are 9:30 a.m. to 4 p.m. ET. The 2026 NYSE holiday calendar names Friday, July 3, as Independence Day observed. The exchange filed a Form 25 on June 25 to take Clearwater’s Class A common stock off its list and end registration.
Last price for CWAN stayed at $24.56, unchanged, with the most recent trade posted at June 24, 23:15 UTC. That put it a penny above the cash mark, or about a 0.04% difference. At that point, the trade was past price risk and just down to settlement.
Permira and Warburg Pincus wrapped up their $8.4 billion take-private of Clearwater on June 25. Clearwater said shareholders got $24.55 a share in cash. That’s a 47% premium to the closing price before talks surfaced on Nov. 10, 2025. CEO Sandeep Sahai said the company was built to give clients a “single, real-time view of everything they own” and told staff its Gen AI push will be “meaningfully enhanced by going private.” CWAN
Why it matters: public shareholders are out, but big questions remain on value and debt. Former holders collect cash. Indexes drop the name. New owners take the risk and any gains from putting the companies together.
| Market item | Confirmed figure or action | Investor read |
|---|---|---|
| Cash merger price | $24.55 per share | Deal terms set public exit limit |
| Last available quote | $24.56 | Trading was a penny above, so no active arb |
| Deal value | About $8.4 billion | Buyout focused on size and ARR |
| Deal premium | About 47% vs Nov. 10 undisturbed price | Premium was big, but the spread closed |
| Stock status | No longer trades on NYSE | Late entrants have no market to sell into |
Solactive said in a corporate-action notice that Clearwater will come out of the relevant indexes, with its CWAN.N weight spread pro rata across the rest. The changes took effect at the open on June 25.
Clearwater’s filing with the SEC put the cash consideration to equityholders at closing at about $7.4 billion. It said the deal was funded with roughly $5.7 billion in equity and $2.7 billion in debt. The new credit deal includes a $2.7 billion senior secured term loan, a $500 million delayed-draw term loan, and a $325 million revolver.
Clearwater’s most recent quarter sets the buyout math. Q1 revenue came in at $221.2 million, up 74% from a year ago. ARR reached $872 million, up 77%. Adjusted EBITDA was $77.4 million. Net loss was $2.8 million. Sahai called it a “strong start to 2026.” Business Wire
| Reporter calculation | Formula | Result |
|---|---|---|
| Deal value divided by ARR | $8.4 bln / $872 mln | 9.6x |
| Deal value over annualized Q1 revenue | $8.4 bln / ($221.2 mln × 4) | 9.5x |
| Debt at close divided by annualized Q1 adjusted EBITDA | $2.7 bln / ($77.4 mln × 4) | 8.7x |
| Total credit commitments over annualized Q1 adjusted EBITDA | $3.525 bln / ($77.4 mln × 4) | 11.4x |
| Cash paid to equityholders divided by ARR | $7.4 bln / $872 mln | 8.5x |
These are simple ratios from public data, not the credit-agreement EBITDA definition. But they help frame the shift: a listed software company that showed strong recurring revenue growth is now private, with a debt stack from private capital.
Software investors now have a clear read. CWAN’s closing price matched the takeout offer. Private buyers are paying around 9.6x ARR and using debt equal to about 8.7x annualized Q1 adjusted EBITDA, calculated straight from public filings.
The SEC filing said each Class A share turned into the right to get $24.55 per share in cash, no interest, unless the shares were excluded or held appraisal rights. OpCo units were swapped before the merger, Class B shares were canceled, and equity awards either paid out in cash or converted into cash awards with time-vesting terms.
