Form 4: Permira Entities Sell Down Clearwater Analytics Holdings Stake

Galibier Purchaser, LLC, a Permira affiliate, sold 6,252,549 Class A common shares of Clearwater Analytics Holdings, Inc. at $29.11 per share.

Summary

• Galibier Purchaser, LLC, a subsidiary of Permira, sold 6,252,549 shares of Clearwater Analytics Holdings, Inc. Class A common stock.
• The sale occurred on November 13, 2024, at a price of $29.11 per share.
• Prior to the sale, Galibier Purchaser, LLC held 6,252,549 shares of Class A common stock indirectly through Class D common stock.
• Following the sale, Galibier Purchaser, LLC no longer directly holds any Class A common stock.
• The Class D common stock is convertible to Class A common stock on a one-for-one basis and has ten votes per share.
• The Class D common stock will automatically convert to Class A common stock under certain conditions, including when Welsh, Carson, Anderson & Stowe own less than 5% of the company's common stock or seven years after the IPO.

Sentiment

Score: 5

Explanation: The document reflects a standard transaction of a major shareholder selling down their stake. It is neither particularly positive nor negative, but could have a slight negative impact on the share price.

Negatives

• The sale of a large block of shares by a major shareholder could be perceived negatively by the market.

Risks

• The sale by Permira could indicate a change in their investment outlook for Clearwater Analytics Holdings, Inc.
• Further sales by Permira or other major shareholders could put downward pressure on the stock price.

Industry Context

This transaction is a common occurrence in the lifecycle of private equity investments, where firms like Permira may reduce their stake in a company after a period of ownership. It is not uncommon for large shareholders to sell down their positions after an IPO.

Comparison to Industry Standards

• Private equity firms often reduce their holdings in portfolio companies after an IPO to realize gains and return capital to their investors.
• The sale of a large block of shares is not unusual, but the market reaction can vary depending on the company's performance and overall market conditions.
• Comparable transactions would include other private equity firms selling down their stakes in recently IPO'd companies.

Stakeholder Impact

• Shareholders may react to the sale, potentially causing short-term price volatility.
• Employees may be indirectly affected by any changes in the company's stock price or ownership structure.

Key Dates

Keywords

Clearwater Analytics Holdings, CWAN, Permira, Galibier Purchaser, Class A Common Stock, Class D Common Stock, Share Sale, SEC Form 4, Beneficial Ownership