CCC Intelligent Solutions, the software company that insurers and body shops use to estimate and settle auto claims, has agreed to be taken private by a consortium of private investment firms led by GTCR and including Elliott Investment Management. The buyers will pay $7.75 a share in cash, an enterprise value of about $6.1 billion, CCC said on Thursday. Its board approved the deal, which is not subject to a financing condition and is expected to close in the first quarter of 2027.
The price is about 44 per cent above CCC's close on 9 July, the last trading day before media speculation about a possible sale, and about 59 per cent above its 30-day average price to that date. As with any take-private whose talks leaked, the premium is measured from a price before the news. The release does not say where the stock traded in the three months since, which is the measure that matters to anyone who bought after July.
What the buyers are getting
CCC's fourth-quarter results release put its 2025 revenue at $1.057 billion, up 12 per cent, and adjusted EBITDA at $436.0 million. It said about 10 per cent of revenue, nearly $100 million, came from AI-based products. In July the company raised its 2026 guidance to revenue of $1.158 billion to $1.164 billion and adjusted EBITDA of $485 million to $491 million. By this publication's arithmetic, the $6.1 billion enterprise value is about 14 times 2025 adjusted EBITDA and about 12.5 times the midpoint of this year's guidance.
The company carried $1.27 billion of total debt at the end of June. The 8-K says the buyers' financing, a mix of equity, preferred equity and debt commitments, is sized to pay the merger consideration and repay CCC's existing borrowings. J.P. Morgan is the lead arranger of the committed debt and Citi is also participating. Neither filing gives the amount.
Who stays
The release's quotes are about AI and durability. "We believe these advantages make CCC a highly durable franchise in vertical software," said David Kerko, Elliott's head of global private equity. Githesh Ramamurthy, CCC's chairman and chief executive, said the board "is confident this transaction recognizes the strength of the business our team has built."
The Form 8-K adds what the release does not. Ramamurthy and Tim Welsh, CCC's president, each signed a rollover and support agreement. They will vote their shares for the deal and against rival proposals, and will contribute some of their shares to the buyer's holding company in exchange for equity in it just before closing. The two people running the company will therefore be on both sides of the price: selling some shares at $7.75 and keeping a stake in the private company.
Terms and timing
CCC would owe the buyer a termination fee of $149.52 million if, among other cases, its board changes its recommendation or it terminates to accept a superior proposal. The buyer would owe CCC $313.992 million if it fails to close once all conditions are met, and affiliates of the buyer have guaranteed that payment. Either side can walk away if the deal has not closed by 14 April 2027. CCC is barred from soliciting rival bids but may respond to unsolicited ones.
Closing needs approval from holders of a majority of CCC's outstanding shares and the expiry of the Hart-Scott-Rodino waiting period. Morgan Stanley advised CCC; J.P. Morgan is GTCR's lead financial adviser. CCC will report third-quarter results on 29 October and, like Varonis, which agreed to be bought the same day, will not hold a call.
What to watch
The proxy statement is the test. It should show how many bidders there were, what the board was told about the standalone plan, and what the rollover is worth to the two executives. Two software companies with recurring revenue agreed to sales to private-equity-backed buyers on the same day that the Penske Automotive take-private was agreed. That is consistent with buyers who think listed valuations are low and can borrow to close the gap. It is our inference, and three deals are not a trend.
Sources
- CCC Intelligent Solutions, press release (Exhibit 99.1 to Form 8-K), 15 October 2026: https://www.sec.gov/Archives/edgar/data/0001818201/000119312526422320/d140608dex991.htm
- CCC Intelligent Solutions, Form 8-K, 15 October 2026: https://www.sec.gov/Archives/edgar/data/1818201/000119312526422320/d140608d8k.htm
- CCC Intelligent Solutions, fourth-quarter and fiscal 2025 results, 24 February 2026: https://www.sec.gov/Archives/edgar/data/1818201/000119312526066949/ccc-ex99_1.htm
- CCC Intelligent Solutions, second-quarter 2026 results, 30 July 2026: https://www.sec.gov/Archives/edgar/data/1818201/000119312526324886/ccc-ex99_1.htm
Price, premiums, approvals, advisers, quotes and the closing and earnings dates come from CCC's press release filed as Exhibit 99.1 to its Form 8-K of 15 October 2026. Termination fees, the outside date, the financing commitments and the rollover and support agreements come from the 8-K itself; we did not read the full merger agreement. CCC's 2025 revenue, adjusted EBITDA and AI revenue come from its fourth-quarter results release of 24 February 2026, and its 2026 guidance from its second-quarter release of 30 July 2026. The EBITDA multiples are this publication's arithmetic on the $6.1 billion enterprise value. The analysis is our own.
Topics businesssoftwaretake-privateinsuranceM&A
