UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 27, 2025
CCC Intelligent Solutions Holdings Inc.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
| Delaware | 001-39447 | 98-1546280 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
167 N. Green Street, 9th Floor
Chicago, IL 60607
(Address of Principal Executive Offices, including Zip Code)
(800) 621-8070
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if this Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, par value $0.0001 per share | CCCS | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On February 27, 2025, 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 BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC and J.P. Morgan Securities LLC (the “Underwriters”) relating to the offer and sale (the “Offering”) of 42,000,000 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), by the Selling Stockholders resulting in total gross proceeds to the Selling Stockholders of approximately $433.7 million.
As part of the Offering, the Company purchased 7,00,000 shares of Common Stock from the Underwriters at a price per share equal to the per share price at which the Underwriters purchased the shares from the Selling Stockholders in this Offering (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 which is comprised entirely of independent and disinterested directors of the Company.
The Offering, including the Concurrent Repurchase, closed on March 3, 2025. 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. |
Exhibit Number | Description | |
| 1.1 | Underwriting Agreement, dated as of February 27, 2025, by and among CCC Intelligent Solutions Holdings Inc., the Selling Stockholders named in Schedule I thereto and BofA Securities, Inc., Goldman Sachs & Co. LLC, Jefferies LLC and J.P. Morgan Securities LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| CCC INTELLIGENT SOLUTIONS HOLDINGS INC. | ||||||
| Date: March 3, 2025 | ||||||
| By: | /s/ Brian Herb | |||||
| Name: | Brian Herb | |||||
| Title: | Executive Vice President, Chief Financial and Administrative Officer | |||||
