Item 1.01. Entry into a Material Definitive Agreement.
In connection with the initial public offering by Clearwater Analytics Holdings,
Inc. (the "Company") of its Class A common stock, $0.001 par value per share
(the "Class A Common Stock"), described in the Registration Statement on Form
S-1 (File No. 333-259155), as amended (the "Registration Statement"), the
Company entered into the following agreements:
• Second Amended and Restated Registration Rights Agreement, dated
September 28, 2021, by and among Clearwater Analytics Holdings, Inc. and
certain investors identified therein, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated by reference
herein;
• Stockholders' Agreement, dated as of September 28, 2021, by and among
Clearwater Analytics Holdings, Inc., WCAS XII Carbon Analytics
Acquisition, L.P., WCAS XIII Carbon Analytics Acquisition, L.P., WCAS GP
CW LLC, Welsh, Carson, Anderson & Stowe XII, L.P., Welsh, Carson,
Anderson & Stowe XII Delaware, L.P., Welsh, Carson, Anderson & Stowe XII
Delaware II, L.P., Welsh, Carson, Anderson & Stowe XII Cayman, L.P., WCAS
XII Carbon Investors, L.P., WCAS XIII Carbon Investors, L.P.
(collectively, "Welsh Carson"), WP CA Holdco, L.P. ("Warburg Pincus") and
Galibier Holdings, LP ("Permira" and, together with Welsh Carson and
Warburg Pincus, the "Principal Equity Owners"), a copy of which is filed
as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by
reference herein;
• Tax Receivable Agreement, dated as of September 28, 2021, by and among
Clearwater Analytics Holdings, Inc., CWAN Holdings, LLC and the other
parties thereto, a copy of which is filed as Exhibit 10.3 to this Current
Report on Form 8-K and is incorporated by reference herein;
• Third Amended and Restated Limited Liability Company Agreement of CWAN
Holdings, LLC, dated as of September 28, 2021, by and among CWAN
Holdings, LLC and the other parties thereto (the "LLC Agreement"), a copy
of which is filed as Exhibit 10.4 to this Current Report on Form 8-K and
is incorporated by reference herein; and
• Credit Agreement, dated as of September 28, 2021 (the "Credit
Agreement"), by and among Clearwater Analytics, LLC, as borrower, CWAN
Acquisition, LLC, as holdings, the lenders party thereto and JPMorgan
Chase Bank, N.A., as administrative agent, collateral agent and revolver
agent, a copy of which is filed as Exhibit 10.5 to this Current Report on
Form 8-K and is incorporated by reference herein.
The terms of these agreements are substantially the same as the terms set forth
in the forms of such agreements filed as exhibits to the Registration Statement
and as described therein.
The Principal Equity Owners have various relationships with the Company. For
further information, see the section entitled "Certain Relationships and Related
Party Transactions" in the Company's prospectus, dated September 23, 2021, filed
pursuant to Rule 424(b) of the Securities Act.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off
Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 regarding the Credit Agreement is
incorporated by reference into this Item 2.03. The Credit Agreement provides for
a $55 million term loan facility and a $125 million revolving facility.
Item 3.02. Unregistered Sales of Equity Securities.
In connection with its initial public offering, the Company completed a series
of organizational transactions, pursuant to which the Company issued an
aggregate of: (i) 12,866,089 shares of its Class A Common Stock to entities
affiliated with Dragoneer Investment Group, LLC and Durable Capital Partners;
(ii) 11,151,110 shares of its Class B common stock, $0.001 par value per share
(the "Class B Common Stock"), to entities affiliated with Dragoneer Investment
Group, LLC and certain of our directors and continuing equity owners; (iii)
47,377,587 shares of its Class C common stock, $0.001 par value per share (the
"Class C Common Stock"), to entities affiliated with Welsh, Carson, Anderson &
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Stowe; and (iv) 130,083,755 shares of its Class D common stock, $0.001 par value
per share (the "Class D Common Stock"), to entities affiliated with Welsh
Carson, Warburg Pincus LLC and Permira Advisers LLC. The issuances of the
Class A Common Stock, Class B Common Stock, Class C Common Stock and Class D
Common Stock described in this paragraph were made in reliance on
Section 4(a)(2) of the Securities Act. The Company relied on this exemption from
registration based in part on the nature of the transactions and the various
representations made by the parties thereto.
Item 3.03. Material Modifications to Rights of Security Holders.
The description in Item 5.03 below of the Certificate of Incorporation and
Bylaws (each as defined below) is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
Upon consummation of the initial public offering, the Company granted 1,685,625
restricted stock units ("RSUs") to its employees, including RSUs to certain
named executive officers (the "IPO RSUs") under its new 2021 omnibus incentive
plan. Sandeep Sahai, Jim Cox, Scott Erickson and James Price were granted
430,308, 152,209, 99,488, and 84,122 IPO RSUs, respectively, which consist of
50% time-vesting IPO RSUs and 50% performance-vesting IPO RSUs. The time-vesting
IPO RSUs will generally vest in 25% installments on each of the first four
anniversaries of January 1, 2022, in each case, subject to continued employment
through the applicable vesting date. Time-vesting IPO RSUs will generally be
settled as soon as practicable following the applicable vesting date(s), and in
any event within thirty (30) days following the applicable vesting date, in each
case subject to continued employment through such settlement date. The
performance-vesting IPO RSUs will vest in 33.33% installments on each of the
first three anniversaries of January 1, 2022, based on the achievement of the
Company's annual revenue growth rate during the applicable year and, in each
case, subject to continued employment through the applicable vesting date.
During each annual performance-vesting period, 0% of the performance-vesting IPO
RSUs eligible to vest with respect to each such performance period will vest if
the Company's annual revenue growth is less than 18%, 80% of the
performance-vesting IPO RSUs eligible to vest with respect to each such
performance period will vest if the Company's annual revenue growth is at least
18% and less than 20%, 100% of the performance-vesting IPO RSUs eligible to vest
with respect to each such performance period will vest if the Company's annual
revenue growth is at least 20% and less than 23%, and 110% of the
performance-vesting IPO RSUs eligible to vest with respect to each such
performance period will vest if the Company's annual revenue growth is at least
23%; linear interpolation shall not apply with respect to the Company's annual
revenue growth achievement between the foregoing performance levels. During any
annual performance period in which the Company's annual revenue growth is in
excess of 26%, the Company's board of directors shall determine, in its sole
discretion, the extent to which the performance-vesting IPO RSUs eligible to
vest during such performance period are vested, provided, that in no event shall
such vesting achievement be determined to be less than 110%. Performance-vesting
IPO RSUs will generally be settled as soon as practicable following the date on
which the compensation committee of the Company's board of directors certifies
achievement with respect to any annual performance period (the "Committee
Certification Date"), and in any event within thirty (30) days following the
applicable Committee Certification Date, in each case subject to continued
employment through such settlement date.
In addition, the Company's named executive officers will be eligible to receive
an annual grant of RSUs beginning with the fiscal year ending December 31, 2022
(the "2022 fiscal year"). The RSUs for the 2022 fiscal year were granted to the
named executive officers concurrently with the IPO RSUs. Sandeep Sahai, Jim Cox,
Scott Erickson and James Price were granted 320,582, 273,154, 151,902, and
41,275 2022 RSUs, respectively. These RSUs are subject to the same vesting terms
as the IPO RSUs, with the vesting commencement period also commencing on
January 1, 2022.
The Company also entered into Tax Receivable Agreement Bonus Letters, each dated
as of September 28, 2021 (the "TRA Bonus Letters"), by and among Clearwater
Analytics Holdings, Inc. and each of Cindy Blendu, Jim Cox, Scott Erickson,
James Price, Gayatri Raman, Sandeep Sahai, Subi Sethi, and Alphonse Valbrune, a
copy of the form of which is filed as Exhibit 10.6 to this Current Report on
Form 8-K and is incorporated by reference herein.
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Item 5.03. Amendments to Articles of Incorporation or Bylaws.
On September 27, 2021, the Company filed an Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") with the Secretary of State
of the State of Delaware and the Company's Amended and Restated Bylaws (the
"Bylaws") became effective on such date. The Certificate of Incorporation and
the Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are
incorporated herein by reference. The descriptions and forms of the Certificate
of Incorporation and Bylaws are substantially the same as the descriptions and
forms set forth in and filed as exhibits to the Registration Statement.
Item 8.01. Other Events.
On September 23, 2021, the Company announced the pricing of its initial public
offering of 30,000,000 shares of its Class A Common Stock at a price to the
public of $18.00 per share. In addition, the Company granted the underwriters a
30-day option to purchase up to 4,500,000 additional shares of Class A Common
Stock (the "Additional Shares") at the public offering price, less underwriting
discounts and commissions.
On September 28, 2021, the Company completed its initial public offering of
Class A Common Stock. The Company sold 34,500,000 shares of Class A Common
Stock, including the Additional Shares after the underwriters fully exercised
their option to purchase additional Class A Common Stock from the Company.
A copy of the Company's press release is attached hereto as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein in its entirety.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Amended and Restated Certificate of Incorporation of Clearwater
Analytics Holdings, Inc., dated September 27, 2021
3.2 Amended and Restated Bylaws of Clearwater Analytics Holdings, Inc.,
dated September 27, 2021
10.1 Registration Rights Agreement, dated September 28, 2021, by and
among Clearwater Analytics Holdings, Inc. and certain holders
identified therein
10.2 Stockholders Agreement, dated as of September 28, 2021, by and among
Clearwater Analytics Holdings, Inc. and the Principal Equity Owners
10.3 Tax Receivable Agreement, dated as of September 28, 2021, by and
among Clearwater Analytics Holdings, Inc., CWAN Holdings, LLC and the
other parties thereto
10.4 Third Amended and Restated Limited Liability Company Agreement of
CWAN Holdings, LLC, dated as of September 28, 2021, by and among CWAN
Holdings, LLC and the other parties thereto
10.5 Credit Agreement, dated as of September 28, 2021, by and among
Clearwater Analytics, LLC, as borrower, CWAN Acquisition, LLC, as
holdings, the lenders party thereto and JPMorgan Chase Bank, N.A., as
administrative agent, collateral agent and revolver agent
10.6 Form of Tax Receivable Agreement Bonus Letter
99.1 Press Release of Clearwater Analytics Holdings, Inc. dated
September 23, 2021
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