CCC Intelligent Solutions to be acquired by GTCR and Elliott for $6.1 billion

CCC Intelligent Solutions Holdings Inc. (CCC) agreed to be acquired by a consortium of private investment firms led by GTCR, a regulatory filing showed.

The all-cash transaction has an enterprise value of approximately $6.1 billion. Elliott Investment Management L.P. is part of the consortium.

Stockholders will receive $7.75 in cash for each share of common stock, the company said in the filing. The price represents a premium of approximately 44% to the unaffected closing price on July 9, 2026, the last trading day before media speculation about a potential sale.

The price is also a premium of approximately 59% to the 30-day average price as of July 9, 2026.

“With GTCR and Elliott’s experience and resources, we will continue to build on our momentum and extend our leadership,” said Chairman and CEO Githesh Ramamurthy.

Ramamurthy said the transaction followed a thorough review of strategic options with financial and legal advisers. The board approved the agreement.

The company describes itself as a SaaS and AI platform provider for the insurance economy. It connects more than 35,000 businesses, including insurers, repairers, automakers and parts suppliers.

Under the Merger Agreement, signed on Oct. 14, Merger Sub will merge with and into the company. The company will survive as a wholly owned subsidiary of Mozart Parent, LLC.

Outstanding stock options will be cancelled for a cash payment equal to the spread over their exercise price. Vested restricted stock units will be paid in cash at the per-share price.

Unvested restricted stock and units will convert into cash awards that generally keep their original vesting schedules. The employee stock purchase plan will be terminated before the merger takes effect.

Chairman and CEO Githesh Ramamurthy and President Tim Welsh each signed a rollover and support agreement with Mozart Topco, LP, an affiliate of Parent. Each agreed to vote in favor of the merger and to contribute certain shares to Topco in exchange for equity interests.

Parent and Merger Sub have obtained equity commitment letters, a preferred equity commitment letter and a debt commitment letter. The financing is intended to pay the merger consideration, repay existing company debt and cover fees.

The agreement is not subject to a financing condition. Certain Parent affiliates delivered limited guarantees covering Parent’s payment obligations, including the Parent termination fee.

Closing requires approval by holders of a majority of the outstanding shares. It also requires the expiration or termination of Hart-Scott-Rodino waiting periods and the absence of any prohibiting law or order.

The company expects the deal to close in the first quarter of 2027. Either party may terminate the agreement if the merger has not been completed on or before April 14, 2027.

The company would owe Parent a termination fee of $149,520,000 in specified circumstances, including if the board changes its recommendation. Parent would owe the company $313,992,000 in other specified circumstances, including a failure to close once conditions are satisfied.

The agreement bars the company from soliciting competing proposals. It allows the company to engage with unsolicited proposals in certain circumstances.

Until the deal closes, the company remains publicly traded and will continue operating as an independent company. Once it closes, its common stock will no longer be listed on Nasdaq.

The company will report third-quarter 2026 results on Oct. 29. It will not host a conference call or webcast because of the pending transaction.

Morgan Stanley & Co. LLC is financial advisor to the company, and Kirkland & Ellis LLP is its legal counsel. J.P. Morgan is lead financial advisor to GTCR and lead arranger of the committed financing, and Citi is also a financial advisor and participating in the financing.

Simpson Thacher & Bartlett LLP is legal counsel to GTCR. Gibson, Dunn & Crutcher LLP and Debevoise & Plimpton LLP are legal counsel to Elliott.