On November 8, 2023, CCC Intelligent Solutions Holdings Inc. (the “Company”) and affiliates of Advent International, L.P. (the “Selling Stockholders”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule II thereto (the “Underwriters”), relating to the offer and sale (the “Offering”) of 65,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), by the Selling Stockholders at a price to the public of $10.50 per share. Pursuant to the Underwriting Agreement, certain of the Selling Stockholders granted the Underwriters a 30-day option to purchase up to an additional 4,875,000 shares (the “Option Shares”) of Common Stock, which option was exercised by the Underwriters in full on November 9, 2023.
As part of the Offering, the Company purchased 32,500,000 shares of Common Stock from the Underwriters at a price per share equal to $10.10625 resulting in an aggregate purchase price of approximately $328.5 million (the “Concurrent Repurchase”). The terms and conditions of the Concurrent Repurchase were reviewed and approved by the audit committee of the Company’s board of directors upon recommendation of a special committee of the Company’s board of directors, each comprised entirely of independent and disinterested directors of the Company.
The Offering, including the sale of Option Shares and the Concurrent Repurchase, closed on November 13, 2023. All of the shares of Common Stock were sold by the Selling Stockholders, and the Company did not receive any proceeds from the sale of such shares.
The Underwriting Agreement contains customary representations and warranties. It also provides for customary indemnification by each of the Company, the Selling Stockholders and the Underwriters against certain liabilities and customary contribution provisions in respect of those liabilities.
The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the copy of the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated into this Item 8.01 by reference.
The Underwriting Agreement and the above descriptions have been included to provide investors and security holders with information regarding the terms of the Underwriting Agreement. They are not intended to provide any other factual information about the Company or its subsidiaries or affiliates or equity holders. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of that agreement and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement and may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made by each contracting party to the other as a way of allocating contractual risk between them that differ from those applicable to investors. Moreover, the subject matter of the representations and warranties is subject to more recent developments. Accordingly, investors should be aware that these representations, warranties and covenants or any description thereof alone may not describe the actual state of the Company’s affairs or its subsidiaries, affiliates, businesses or equity holders as of the date they were made or at any other time.
| Item 9.01. | Financial Statements and Exhibits. |
