Clearwater Analytics Holdings, Inc.CWAN
Clearwater Analytics Holdings, Inc. Debt Disclosure
Credit Agreement
2025 Credit Agreement
In connection with the closing of the acquisition of Enfusion, certain subsidiaries of the Company entered into a credit agreement, dated as of April 21, 2025 (the “2025 Credit Agreement”), by and among CWAN Acquisition, LLC, a Delaware limited liability company (“Holdings”), Clearwater Analytics, LLC, a Delaware limited liability company (the “Borrower”), the lenders party thereto from time to time (the “Lenders”) and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent. Pursuant to the 2025 Credit Agreement, the Lenders have provided to the Borrower initial term loans, with a tenure of 7 years, in an aggregate principal amount equal to $800 million (the “2025 Term Loans”) and revolving commitments in an aggregate principal amount of $200 million with a tenure of 5 years, which includes a $20 million letter of credit and $20 million of swingline loans (the “2025 Revolving Facility”). Debt issuance costs totaled $25.5 million, primarily comprising of underwriting and administrative fees and credit rating agency costs and are amortized to interest expense using the effective interest method over the contractual terms.
On April 21, 2025, we received cash proceeds of $800 million and $150 million from the initial term loans and revolving commitments, respectively, and repaid $2 million and $106 million of term loans and revolving commitments, respectively, in the year ended December 31, 2025. Cash proceeds and repayments related to the credit agreement were classified as financing activities in our consolidated statements of cash flows.
We may repay some or all of the outstanding balance on the revolving commitments at any time and from time to time prior to their maturity. As of December 31, 2025, the outstanding balance on the revolving commitments is $44 million, leaving $156 million in available borrowing capacity.
The interest rates applicable to the loans under the 2025 Credit Agreement are based on a SOFR rate plus an applicable margin of 2.25% and 2.00%, respectively, for the 2025 Term Loans and the 2025 Revolving Facility, in each case with a decrease of 0.25% if certain secured net leverage levels are achieved. The applicable margin is adjusted after the completion of each full fiscal quarter based upon the pricing grid in the 2025 Credit Agreement. The revolving commitments have an unused commitment fee of 37.5 basis points, stepping down to 25 basis points if certain secured net leverage levels are achieved.
Under the 2025 Credit Agreement, the 2025 Term Loans amortize at a rate of 0.25% per quarter, subject to customary adjustments, payable on the last day of each quarter commencing with the quarter ended December 31, 2025.
The 2025 Credit Agreement contains customary affirmative and negative covenants, including, without limitation, covenants that restrict our ability to incur debt, grant liens, make investments, make restricted payments or dispose of assets, and customary events of default. Specifically, we are required to maintain a First Lien Net Leverage Ratio of not more than 6.00:1.00 as of the last day of each quarter commencing with the quarter ended June 30, 2025.
Future maturities of borrowings as of December 31, 2025 are as follows (in thousands):
| December 31, 2025 | ||||||||
| 2026 | $ | 8,000 | ||||||
| Notes payable, current portion | 8,000 | |||||||
| 2027 | 8,000 | |||||||
| 2028 | 8,000 | |||||||
| 2029 | 8,000 | |||||||
| 2030 | 52,000 | |||||||
| Thereafter | 758,000 | |||||||
| Notes payable, non-current portion | 834,000 | |||||||
| Unamortized debt issuance costs | (19,357) | |||||||
| Notes payable, less current maturities and unamortized debt issuance costs | $ | 814,643 | ||||||
| Net carrying amount | $ | 822,643 | ||||||
Total estimated fair value of our outstanding borrowings was $839.9 million as of December 31, 2025. The fair value is determined based on the quoted prices at the end of the reporting period and categorized as Level 2 in the fair value hierarchy.
The 2025 Credit Agreement replaced the prior existing credit agreement that the Company entered into with JPMorgan Chase Bank, N.A in September 2021 ("Prior Credit Agreement"). The related debt extinguishment loss of $0.4 million was recognized in interest expense in our consolidated statements of operations.
Prior Credit Agreement
In connection with the closing of the IPO, the Borrower entered into a credit agreement (the “Prior Credit Agreement”) with JPMorgan Chase Bank, N.A., that included a $55 million term loan facility (the “Term Loan”) and a $125 million revolving facility (the “Revolving Facility”). Borrowings under the Term Loan and Revolving Facility were to be used for working capital and other general corporate purposes (including acquisitions permitted under the Prior Credit Agreement).
The interest rates applicable to the loans under the Prior Credit Agreement, which was amended in June 2023 to be indexed to SOFR, were based on a fluctuating rate of interest determined by reference to a base rate plus an applicable margin of 0.75% or a SOFR rate plus an applicable margin of 1.75%, in each case with a step-up of 0.25% if certain secured net leverage levels are not achieved. The applicable margin was subject to adjustment after the completion of each full fiscal quarter based upon the pricing grid in the Prior Credit Agreement. The revolving commitment had an unused commitment fee of 25 basis points, stepping up to 30 basis points if certain secured net leverage levels are not achieved.Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 18, 2026 | Showing above |
| 2024 | Feb 26, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 3, 2023 | |
| 2021 | Mar 16, 2022 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.