v3.25.2
Business Combinations (Tables)
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Summary of Preliminary Estimated Fair Value of Consideration The following table illustrates the computation of the estimated preliminary fair value of consideration transferred (in thousands):
Fair Value
Cash paid (1)
$760,499 
Fair value of Clearwater Common Stock issued (2)
598,648 
Fair value of converted Enfusion equity awards attributable to pre-combination service (3)
12,769 
Payment to terminate Enfusion’s tax receivable agreement (4)
30,000 
Total Merger Consideration 1,401,916 
Less: cash acquired22,864 
Total Merger Consideration, net of cash acquired$1,379,052 
(1) Represents the cash consideration paid, consisting of (i) $760 million calculated as a product of 130 million outstanding shares of Enfusion common stock and cash consideration of $5.85 per share, and (ii) $20 thousand to settle all options.
(2) Represents the fair value of 28,066,027 shares of Clearwater common stock estimated issued, calculated using the per share price of Clearwater common stock as of April 21, 2025 of $21.33. Each share of Enfusion common stock settled at closing was exchanged based on the Per Share Parent Stock Amount of 0.2159.
(3) Represents the fair value of Enfusion restricted stock units (“RSUs”) and performance RSUs attributable to pre-combination services. Each outstanding Enfusion RSU and Enfusion RSU that vested in whole or in part based on performance-based vesting conditions assumed by Clearwater was converted into a number of RSU awards denominated in shares of Clearwater common stock (“Clearwater RSUs”). 1.9 million Clearwater RSUs with a fair value of $41.3 million were issued, with $12.8 million attributable to pre-combination services. The fair value of Enfusion' equity awards after their conversion into Clearwater equity awards attributable to post-combination service will be recognized as expense over the post-combination service periods on a straight-line basis.
(4) Represents payment to terminate Enfusion's tax receivable agreement in connection with the acquisition.
The following table illustrates the computation of the estimated preliminary fair value of consideration transferred.
Fair Value
Cash (1)
$351,355 
Fair value of Clearwater Common Stock issued (2)
175,585 
Fair value of Clearwater Common Stock to be issued (2)
3,122 
Fair value of converted Beacon equity awards attributable to pre-combination service (3)
1,911 
Total Merger Consideration 531,973 
Less: cash acquired44,208 
Total Merger Consideration, net of cash acquired$487,765 
(1) Represents the cash consideration paid and to be paid, calculated based on $7.86 per share.
(2) Represents fair value of 7,858,675 shares of Clearwater common stock, calculated using the per share price of Clearwater common stock as of April 30, 2025 of $22.74. Of the total, 7,721,401 shares of Clearwater common stock were issued as of June 30, 2025 and the remaining 137,274 shares of Clearwater common stock are expected to be paid within 12 months.
(3) Represents the fair value of Beacon options attributable to pre-combination services. Each outstanding and unvested Beacon option assumed by Clearwater was converted into a number of Clearwater RSUs. 0.2 million Clearwater RSUs with a fair value of $5.5 million were issued, with $1.9 million attributable to pre-combination services. The fair value of Beacon equity awards after their conversion into Clearwater equity awards attributable to post-combination service will be recognized as expense over the post-combination service periods on a straight-line basis.
Summary of Business Combination, Recognized Asset Acquired and Liability Assumed The allocated preliminary fair value is summarized as follows (in thousands):
Fair Value
Accounts receivable, net $35,445 
Prepaid expenses and other current assets 3,191 
Property, equipment and software, net 9,035 
Operating lease right-of-use assets, net 16,211 
Deferred tax assets, net42,193 
Other non-current assets 1,625 
Intangible assets, net 450,000 
Goodwill852,717 
Accounts payable (1,059)
Accrued expenses and other current liabilities (11,420)
Operating lease liability, current portion (5,570)
Operating lease liability, less current portion(12,607)
Other long-term liabilities (709)
Total Merger Consideration for acquisition of business, net of cash acquired$1,379,052 
The allocated preliminary fair value is summarized as follows (in thousands):
 Fair Value
Accounts receivable, net $16,769 
Prepaid expenses and other current assets 1,460 
Property, equipment and software, net 201 
Operating lease right-of-use assets, net 2,597 
Goodwill338,206 
Intangible assets, net 166,900 
Other assets 431 
Accounts payable (1,272)
Accrued expenses and other current liabilities (8,806)
Deferred revenue(12,347)
Operating lease liability, current portion (482)
Operating lease liability, less current portion(2,251)
Deferred tax liabilities, net(13,641)
Total Merger Consideration for acquisition of business, net of cash acquired$487,765 
Summary of Acquired Finite-Lived Intangible Assets by Major Class
The following table presents details of the preliminary fair values of identified intangible assets acquired (in thousands, except years):
Fair ValueEstimated Useful Life
Developed technology$400,000 7 years
Client relationships40,000 10 years
Trade name / Trademarks10,000 5 years
Total$450,000 
The following table presents details of the preliminary fair values of identified intangible assets acquired (in thousands, except years):
Fair ValueEstimated Useful Life
Developed technology$130,000 8 years
Client relationships33,500 10 years
Trade name / Trademarks3,400 5 years
Total$166,900 
The following table presents details of the fair values of identified intangible assets acquired (in thousands, except years):
Fair ValueEstimated Useful Life
Blackstone Commercial Agreement$98,078 7 years
Developed Technology - BISTRO14,655 7 years
Total$112,733 
Summary of Unaudited Pro Forma The information for the six months ended June 30, 2025 does not include results of Beacon for comparability.
Six Months Ended June 30,
20252024
Revenue$367,354 $307,017 
Net loss$(44,775)$(88,657)