CWAN’s $8.4 Billion Acquisition by Permira and Warburg Pincus

On December 21, 2025, Clearwater Analytics ("CWAN") announced that it has entered into a definitive agreement to be acquired in a transaction valued at approximately $8.4 billion by a Permira and Warburg Pincus-led Investor Group (the "Investor Group"), with participation from Temasek. The Investor Group has key support from Francisco Partners. The Special Committee of the CWAN Board of Directors unanimously recommended this transaction and the CWAN Board of Directors subsequently approved this transaction. Under the terms of the agreement, CWAN stockholders will receive $24.55 per share in cash upon completion of the proposed transaction. Cravath is representing the Special Committee of the CWAN Board of Directors in connection with the transaction.

The Cravath team is led by partners Thomas E. Dunn and Daniel J. Cerqueira and includes of counsel Nour Bargach and associates Connor F. O'Neill, Kelly N. King and Mitchell S. Siegel on M&A matters; partner Matthew M. Kelly and associate Steven T. Marzagalli on financing matters; partner Andrew T. Davis and associate Jessica Shung on tax matters; partner Matthew J. Bobby and associate Oscar Porter on executive compensation and benefits matters; partners David J. Kappos and Sasha Rosenthal-Larrea on intellectual property matters; partner Noah Joshua Phillips, of counsel Michael B. Singer and associates Ariella Rochelle Banin, Alexis Lazarczyk and Eve Bain on antitrust matters; partner Matthew Morreale on environmental matters; and practice area attorney Brian M. Budnick on real estate matters. Michelle Shim also worked on M&A matters and Jack Weinert and Jason Yung Liang worked on intellectual property matters.