Comparable company analysis example: an $8.4 billion take-private

For a take-private, the banks that advised the board file their peer sets and deal lists with the SEC, so a comps analysis can start from theirs. This page rebuilds them for Clearwater Analytics, which Permira and Warburg Pincus took private at $24.55 a share.

Every peer is priced at the November 10, 2025 close, the date the merger proxy uses as Clearwater’s unaffected price, so neither Clearwater nor its peers carry the deal or the market’s move after it. Clearwater appears twice: at that unaffected price and at the offer. Forward revenue and EBITDA are the Street consensus printed in the banks’ December 2025 fairness decks; repricing the peers at December 19, the banks’ own date, moves the all-peer medians by less than a turn.

Comparable company analysis (comps) values a company at the multiples similar listed companies trade on; precedent transaction analysis values it at the multiples buyers paid for similar companies, control premium included.

The peer set

PJT Partners, adviser to the special committee, and J.P. Morgan, adviser to the board, each filed a fairness opinion deck with the going-private filing. Combined, they name 18 listed peers, which the banks group three ways:

• Financial services vertical software (7): software sold to banks, insurers, asset managers and professional firms: Guidewire, Intapp, Q2, CCC Intelligent Solutions, nCino, Alkami, SS&C.
• Other vertical software (8): software built for a single other industry, such as life sciences, construction, engineering, government, property management, public safety and tax: Veeva, Nemetschek, Bentley, Procore, Cellebrite, Tyler, AppFolio, Vertex.
• Other software (3): cross-industry software for supply chains, design and team collaboration: Descartes, Autodesk, Atlassian.

Each peer is a whole company, even where only part of it competes with Clearwater.

The trading comps

Unaffected, Clearwater traded at 6.3x 2026 revenue, below the 7.0x median of all 18 peers; the offer, at 8.9x, is above every group’s top quartile.

On EBITDA the discount was deeper: 17.9x unaffected, below the peers’ 25th percentile of 19.5x. The 25.3x offer lands inside the range, just under the other vertical median of 26.0x.

Pro forma for Enfusion and Beacon, Clearwater grows about 17%, ahead of every group median (10% to 12%) but behind Alkami, Atlassian and AppFolio. About 12.5 points of the reported 29.5% is the acquisition stub.

A 35% EBITDA margin is above the financial services and other vertical medians (26% and 28%); only the other software group runs higher, at 40%.

Precedent transactions

Fifteen deals appear in the two banks’ decks. The multiples are the ones each bank reported, on forward (next twelve months) revenue and EBITDA, with the premium each buyer paid over the target’s unaffected price.

The 47% premium beats the 36% median, but it is measured from $16.69, 49% below the stock’s 52-week high.

At 9.0x forward revenue, the offer matches the highest multiple in the set, Black Knight’s, against a 6.9x median.

At 24.9x forward EBITDA, the offer is below the 27.4x median and below seven of the ten deals that disclose one; the median alone would price Clearwater at $27.14 a share.

The two multiples disagree because of margin. Clearwater turns 36% of its revenue into EBITDA, while the deals with the highest EBITDA multiples, Proofpoint, Qualtrics and Coupa, bought businesses with margins of 16% to 23%. A high-margin company looks expensive per dollar of revenue and cheap per dollar of EBITDA.

Methodology. Peer sets, precedent lists, forward consensus and precedent multiples are from the PJT Partners and J.P. Morgan fairness opinion decks filed with Clearwater’s going-private filing (Schedule 13E-3, February 2026), as each bank reported them. Prices are the November 10, 2025 close, Clearwater’s unaffected date; share counts and net debt are from each company’s latest filing on or before that date. Each peer is a whole company. Some growth inputs come from the banks’ October decks, and some deal premiums from the announcement releases, each labeled in the workbook. The analysis was built in Compound; it rebuilds work a deal team could have done and is not the buyers’ or the banks’ analysis.

The download is Compound’s completed workbook from this run, with Clearwater’s figures and every formula live.

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