Home / Transcripts / Clearwater Analytics Holdings, Inc. (CWAN) · January 13, 2025

Clearwater Analytics Holdings, Inc. (CWAN) Earnings Call Transcript

January 13, 2025

US m_and_a 72 min

Earnings Call Speaker Segments

Operator operator
#1

Ladies and gentlemen, thank you for standing by, and welcome to the Clearwater Analytics Investor Update Conference Call. [Operator Instructions] And now I would like to welcome Joon Park, Head of Investor Relations. Please begin the conference.

Joon Park executive
#2

Thank you, and welcome, everyone, to Clearwater Analytics Investor Update Conference Call where we will discuss our transformative acquisition of Enfusion. Joining me on the call today are Sandeep Sahai, Chief Executive Officer; and Jim Cox, Chief Financial Officer. I would like to remind all participants that during this conference call, any forward-looking statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Expressions of future goals, including business outlook, expectations for future financial performance, expectations for the timing of the Enfusion acquisition and its expected benefits and similar items, including, without limitation, expressions using the terminology may, will, can, expect and believe, and expressions which reflect something other than historical facts, are intended to identify forward-looking statements. Forward-looking statements involve a number of risks and uncertainties, including those discussed in the Risk Factors section of our filings with the SEC. Actual results may differ materially from any forward-looking statements. The company undertakes no obligation to revise or update any forward-looking statements in order to reflect events that may arise after this conference call, except as required by law. For more information, please refer to the cautionary statement included in our press release relating to the acquisition of Enfusion issued this morning. Lastly, all metrics discussed on this call are non-GAAP unless otherwise noted. With that, I will hand over to our CEO, Sandeep Sahai.

Sandeep Sahai executive
#3

We are very happy to announce Clearwater's planned acquisition of Enfusion, a global software company that has built a strong and widely respected cloud-dated SaaS platform for asset managers and hedge funds. Over the past few years, Clearwater has built a market-leading single-instance multi-tenant platform that has been adopted by an increasingly wider set of clients across industries and geographies. Clients have adopted our platform in part because we have a modern cloud-native platform in an industry that is littered with inflexible and unscalable legacy solutions. We have coupled that with a strong track record of customer delight that has resulted in consistently high Net Promoter Scores of greater than 60, which is an outstanding metric. Our clients want to do more with us and have frequently asked us to lean into adjacent areas to build out a true front-to-back platform, but we have resisted the opportunity to buy legacy solutions to continue the build-out and have always had a very high bar for any acquisition. Enfusion provides a unique opportunity. In many ways, they have traveled down a similar road as we have, but we have focused on the hedge fund industry and on asset managers. They built a single-instance, multi-tenant, cloud-native platform using a very similar technology stack. Importantly, given their industry focus, they have outstanding capabilities in the front office, while we have traditionally focused on the middle and back office. This makes the combination unique and complementary. We have a proven track record of impeccable execution. Delivering disruptive innovative solutions to the market, while simultaneously improving unit economics, profitability and cash flow, consistently delivering above expectations. Given that, we believe that this strategic acquisition will be attractive for our clients, our employees, and our shareholders. Now let me pivot to the specific strategic value of this combination. Number one, front-to-back platform. This combination accelerates our journey towards building a front-to-back platform for the investment management industry, built uniquely and entirely on modern cloud technologies using a single-instance, multi-tenant architecture. Why does it matter to our clients? Our clients will have the ability to get a comprehensive solution from a trusted partner who has delivered to them consistently over many years; and given the single-instance, multi-tenant architecture, a platform that does not periodically need to go through expensive, laborious and disruptive upgrades. Additionally, and more importantly, they would be able to avoid the error-prone data handoff that happens between the front, middle and back office which in turn creates all kinds of reconciliation issues, resulting in inefficiencies, inaccuracies and increased risk. Clearwater would be able to provide front-to-back management of the data, which we believe is a significant value add for our clients. Number two, increased right to win in the asset management market. Approximately 2/3 of our core total addressable market comes from the asset management industry, but roughly 1/3 of our revenues comes from it. Enfusion has built and continues to build a next-generation platform for asset managers, but it has done so starting from the front office. Clearwater is on the same journey, but started from data ingestion, aggregation and reconciliation, accounting, compliance, regulatory reporting and comprehensive client reporting, essentially the middle and back office. By combining the intellectual property and engineering talent within Enfusion and Clearwater, we believe that we will meaningfully increase our right to win across segments, geographies and sizes. Number three, cross-selling, and in particular, taking Enfusion's IBOR, portfolio management and order management functionality to Clearwater clients. As you are aware, we have a very strong and expanding presence among asset owners, defined as insurers, corporates, governments, pensions, endowments, foundations and REITs. Since this group accounts for more than 2/3 of our revenue, 2 years back, we outlined a robust back-to-base strategy to expand our offering to these clients. We embarked on an effort to build new products that can address the customer pain felt with other components of the investment management technology stack. The combination of Clearwater and Enfusion will allow us to offer an industry-leading front office solution to our clients who currently partner with us for the middle office, accounting, reporting and back-office solutions. We expect this combination to accelerate our 1 bp to 4 bp journey and improve NRR. Number four, the hedge fund industry. The hedge fund industry is one that Clearwater has limited presence in. Enfusion has an outstanding track record and wide acceptance as the disruptive end-to-end platform for hedge funds and more broadly the liquid alternatives market. By increasing our focus and allocating dedicated engineering and product expertise to the hedge fund industry, we expect to continue innovating and growing our presence there. We also expect to bring our world-class client servicing and operations to hedge fund clients around the world. Finally, this expansion is expected to increase our overall TAM by approximately $1.9 billion. Number five, international markets. The international geographies account for more than half our TAM, but we currently derive only 18% of our revenue from outside the U.S. That opportunity has led us to make continued and significant investments in building infrastructure across Europe and Asia. Enfusion, on the other hand, has built a global company with international geographies accounting for approximately 38% of their revenues. We believe this combination will increase our presence on the ground in these key geographies and accelerate our growth. Number six, synergies and operational excellence. We see significant synergy opportunities in this combination on several fronts. Firstly, we believe we should be able to accelerate growth based on the increased right to win, higher back-to-base sales, greater presence across geographies and increased TAM. Secondly, we have built a highly robust execution infrastructure across India, Edinburgh, and Boise that is operating effectively and at scale. Over the past few years, our operating rigor and our ability to harness Generative AI has allowed the Clearwater team to aggressively improve gross margin while improving client satisfaction. We expect to bring those skills to Enfusion and have very high confidence that we can drive meaningfully improved unit economics while also growing the emerging managed services business. And thirdly, we expect considerable synergies in G&A. Number seven. This confidence in driving synergies is what makes us so excited about this transaction. We plan to reaccelerate Enfusion's growth, improve gross margins and deliver $20 million in operating cost efficiencies. Our ability and proven track record to drive these improvements allows us to make this a financially compelling transaction, where we are paying approximately 24x post-synergy EBITDA to buy Enfusion. Therefore, this is very accretive for our clients, our employees and finally our shareholders. Our vision is to be the world's most trusted and comprehensive technology platform that simplifies the entire investment life cycle and eventually revolutionizes the world of investing. Our platform is built and will continue to evolve entirely on cloud-native technologies using a single-instance, multi-tenant architecture. It will remain an open platform that allows for easy integrations with other technologies our clients may have for portfolio management, advanced risk and analytics and alternative data sources. Thirdly, we don't manage money ourselves, meaning there is no conflict of interest with our clients. We devote all of our attention to building better technology to serve them. Finally and most importantly, this acquisition will allow us to seamlessly manage data from the front office all the way to the back office, unlocking the full potential of our platform's unique network effect. This combination, therefore, represents a giant step towards the realization of our goal. This acquisition and the related funding we are securing allows us to remain opportunistic about other capabilities we may acquire to have best-in-class functionality for every step of the investment management life cycle. With projected combined revenues of approximately $750 million in 2025, this acquisition positions Clearwater to deliver scale, global reach and innovation. With that, I will hand over to our Chief Financial Officer, Jim Cox to provide additional details.

James Cox executive
#4

Thank you, Sandeep, and thank you all for joining us today. I'm pleased to provide you with further details on our acquisition of Enfusion. We are incredibly excited about this combination and believe that, together, we will build a modern, cloud-native, front-to-back platform capable of addressing the increasingly complex and global needs of our clients. We are an ambitious company. that wants to revolutionize the world of investing and the technology used by investment managers everywhere. This acquisition is a strong building block to realize those ambitions. First, we should take a moment to understand that now is the time to act upon this strategic acquisition. Through consistent, durable and reliable growth, focus on our clients and a relentless passion for continuous improvement, we are in a privileged position of trust from our employees; our clients; and even you, our investors, to execute on the integration of this transaction. Let me start with discussing our own financial performance. While this is not a Clearwater earnings call, we want to provide a brief overview. You will recall our impressive Q3 results, which included strong revenue growth, 26% growth in ARR year-over-year; and NRR, net revenue retention of 114%. While December numbers have not been finalized, I'm very happy to report that through the first 2 months of Q4, we have seen continued strength in our business, consistent with what we saw in Q3. We therefore expect to meet and exceed the guidance provided for the fourth quarter and full year 2024. Our ARR growth and the booking momentum we have gives us high confidence as we look ahead to Q1 and the full year 2025. Looking back, I could not be more pleased with our performance over the past few years. Clearwater has delivered durable, reliable top line growth while also improving unit economics, profitability and cash flow. We have continued to invest aggressively in R&D to ensure we're building products that are important for our current clients, and we have also invested aggressively in products for the future. We have successfully evolved our business model beginning in 2022 to drive more revenue stability, lower churn and make our gross revenue retention more consistent. Our client satisfaction and back-to-base sales growth have resulted in world-class net revenue retention metrics. We have managed costs very prudently throughout this journey. Put this all together, and it results in a very strong and balanced financial profile as we have become more profitable each quarter, making room for us to utilize debt to optimize our capital structure for you, our shareholders. We believe that the lessons we have learned in improving our own business over these past years can be applied across the Enfusion business as well. Now let me turn my attention to the details of this transaction. All the details can be found in our 8-K filing, but I will summarize it for you now. Under the terms of the merger agreement, Enfusion shareholders will receive $11.25 per share. The $11.25 per share consists of $5.85 per share in cash and $5.40 per share in Clearwater Class A common stock. This price represents a 13% premium over the January 10, 2025, closing price of the Enfusion stock. Additionally, we will pay $30 million to enable the retirement of the Enfusion TRA arrangement. The ultimate exchange ratio will be determined at close with a reference to a 10% collar around Clearwater Class A common stock price of $27.79. The actual price will be determined using the volume weighted average price of the 10-day trading period ending on the second to last trading day prior to the closing date. In total, therefore, we expect to pay approximately $760 million in cash and issue between 23 million and 28 million shares to Enfusion shareholders. This equates to approximately 10% to 12% of our current fully diluted share count. To facilitate the cash payment, we have received debt financing commitments for a $800 million term loan and a $200 million revolving line of credit. This results in a combined gross leverage of approximately 3.7x at close. With our strong free cash flow characteristics, we expect to return to a leverage level below 3x gross leverage in a reasonably short time frame. As you can see from the sources and uses slide included in our investor deck, we currently expect to use about $60 million in cash from our balance sheet. The remaining cash and investments on our balance sheet and the increased revolver will provide us with over $350 million of liquidity. Lastly, the transaction is nicely accretive with mid- to high single-digit percentage accretion in non-GAAP EPS expected in 2026. Let me also communicate a 2024 financial update for Enfusion. This has been provided by Enfusion management as part of the due diligence process. Enfusion management expects revenue for the full year 2024 to be approximately $201 million to $202 million. This equates to 15% to 16% year-on-year growth. Enfusion management expects the end of year ARR to be approximately $210 million to $211 million. This equates to a 13% to 14% year-on-year growth. So what should investors expect to see from us as a result of this acquisition? First, what you've counted on: Continued strong execution on the core Clearwater business, with revenue growth, gross margin expansion and overall profitability achievement, all consistent with the expectations we set in our Investor Day back in September 2023. Second, looking ahead, we expect to reaccelerate growth at Enfusion over the next 2 years, reaching a 20% growth rate at that time. We believe this will be achieved through a dedicated focus on the hedge fund industry; significantly enhanced penetration of the asset management industry; and finally, the ability to cross-sell front office solutions to Clearwater clients. Third, with Enfusion being roughly 28% to 29% of our revenue going forward, we expect the joint company GRR to be in the mid- to high 90s and joint company net revenue retention to be close to 110%. We expect to work on their current commercial and contracting model to improve these metrics overall. Number four, we plan to deliver 400 basis points EBITDA margin expansion within the Enfusion business in the first year after close and an additional 400 basis points in the second year after close, a total of 800 basis points improvement. We expect these improvements to be achieved through improved gross margins and delivering on the cost synergies Sandeep described. With that, I will hand it off to Sandeep to provide some closing thoughts.

Sandeep Sahai executive
#5

We are all very thankful for the trust that our customers, our employees and our investors continue to show in Clearwater. This is an exciting opportunity, and we have strong conviction that this combination will allow the teams at Clearwater and Enfusion to deliver an industry-leading disruptive solution for our customers. By integrating the best-in-class platforms the 2 companies have built, we will finally be able to deliver a front-to-back platform for our clients. We will strive to deliver consistent, reliable growth while improving unit economics and profitability as we have done in the past. . That ends our presentation, and we look forward to answering your questions.

Operator operator
#6

[Operator Instructions] We have the first question from Kevin McVeigh with UBS.

Kevin McVeigh analyst
#7

Great. And congratulations, looks like a really, really nice opportunity. Obviously, this is Sandeep, Jim and the team overall, take -- really, really helpful in terms of disclosures on the deck. I know you talked a little bit about the 20% growth in Enfusion over the next 2 years. How should we think about that in terms of the contribution of Clearwater overall in terms of growth? And then is there a way to think about, it's all kind of one question, the module overlap? And how does this enhance kind of JUMP and Wilshire as you think about kind of just the overall enterprise?

Sandeep Sahai executive
#8

Yes. Thank you for your question, Kevin. See, from our perspective, the first and the most important thing is growth. Obviously, we want profitable growth and we have done that in the past, but reaccelerating Enfusion's growth to 20% is priority #1. So where could we help? Number one, our ability to provide a front-to-back solution to medium and large customers, I think, will help them with their growth quite a bit. But the most important one is asset management. As you know, our clients in the asset management world tend to the very large asset managers. While Enfusion came in it from the other side: Hedge funds, the smaller asset managers and medium-sized asset managers. The intellectual property required for both of these are different, and our expectation is to merge them together and create a comprehensive solution for asset managers. And that of course will accelerate growth on both sides. The third thing is Enfusion has a really, really respected platform, but specifically, they do really well with an IBOR, a portfolio management system and an order management system. We can take all of that functionality to our customers, really, asset owners, who have sort of the mainstay of our business with 2/3 of our revenue coming from there. Hedge funds itself. I think we have a lot more scale, and therefore, we will be able to accelerate their growth in hedge funds also. So it is -- mostly when you think about it, about growth, the good news is when you look at the business, we also see this 800 bps expansion opportunity with EBITDA. So it is about growth and growth and growth, but also ability to deliver this expansion. I don't know, Jim, would you add anything to that?

James Cox executive
#9

I guess the only thing to add is just, overall, nothing has changed about the way we think about the world, 20% top line growth, consistent margin expansion, and we see that progressing over time.

Operator operator
#10

We now have Michael Infante with Morgan Stanley.

Michael Infante analyst
#11

Echo the congratulations. Sandeep, I just wanted to ask one from the technology perspective. If you sort of think about the nature of Enfusion's customer base, they've historically had to allocate to a handful of SMAs, but not necessarily thousands and thousands of accounts, right? So if you think about the nature of your customer base, skewing mega cap asset managers and insurance companies, how should we be thinking about what has to be done from a technology perspective in order for Enfusion to have solid attach rates with some of your largest customers?

Sandeep Sahai executive
#12

Yes. Thank you, Michael. That's a really good question. I think the place where you got to start, Michael, is the technology itself. And as you know, there are many technologies in our industry which are more legacy. And it sounds easy that you can sort of repurpose all of that with new technology, and that's horribly hard to do. The biggest strength about Enfusion compared to us is they use the same technologies we do. So if you look at how Enfusion got built and the architecture of the platform, single-instance, multi-tenancy, cloud-native in the technologies they use. So really, the foundation on both sides is really, really strong. When our CTO went out and met with them, it was literally a pretty short meeting to figure out what technology they use and what we use and how we might integrate technologically. But your question is not about just the tech, it's about the functionality in the business. And that's where I think it is, this combination, is so very interesting. But the point is that we went to the largest asset managers, and so we have that capability. And we've been trying to bleed down and sort of make that functionality work for medium- and small-sized asset managers. And when you think about what Enfusion is doing, it's been doing exactly the opposite. They start with the smaller ones, and coming up. So I don't want to make it sound like it's really easy and we have it on day one. But one thing is for sure. All of that intellectual property needed for end-to-end asset managers of any size will be available in the house and using a tech stack which is common. So it gives us a really clear path, I think, of building this platform, which, frankly, the industry has been asking for a long period of time. So we feel really confident about the technology. And frankly, unless both parties thought that way, we would not do it because, as I'm sure you agree, we have a business which is doing really well. I mean, the Q3 results were great. I think Jim talked about Q4. We looked at 2025 with a very high degree of confidence. So unless we felt like this is something which is going to work for our clients and our employees, and [ therefore shareholders ], we just simply wouldn't have done it. So again, a high degree of confidence on the technology front, but it does take time and effort.

Michael Infante analyst
#13

Understood. That's very helpful. Maybe just one quick follow-up for me. Jim, just on the mid-single-digit to high single-digit adjusted diluted EPS accretion in '26. I take your point that part of that is driven by the $20 million in G&A-related cost savings you're going to be able to generate over the next couple of years. But as I think about the close to 900 clients that Enfusion has, I would imagine there's fairly little overlap between your existing customer base. So is there any framing or sort of high-level mental model we should be keeping in mind just in terms of how you thought about baking revenue synergies into that '26 EPS accretion number?

James Cox executive
#14

Yes. So thanks, Michael. So the 2 pieces that are in that '26 EPS accretion number are obviously the operating expense synergies which we talked about for $20 million as well as the incremental improvement in gross margin. Sandeep spoke about that. I don't want anyone to lose kind of that. We have done a tremendous job incrementing and improving our own gross margins, and I think that we will be able to replicate those lessons we have learned within our own business across the entire portfolio. And so those are the 2 significant pieces to that kind of margin expansion. On top of that, then, you're exactly right. I talked about all the costs first, but we should think about growth, growth, and growth. And so we see a lot of cross-sell opportunity and all of those elements that Sandeep spoke to on the growth elements. But to be specific on that EPS number, we think that EPS number is exclusively through gross margin and operating expense. And so we'll give ourselves some grace to perhaps even improve upon that as we think about the revenue synergies.

Operator operator
#15

We now have Rishi Jaluria with RBC on the line.

Rishi Jaluria analyst
#16

Wonderful. Really exciting to see this news. I have 2 questions. One for Sandeep, one for Jim. Sandeep, for you, just a follow-up on the prior one on integrating the technology. One of the huge benefits you've had over your -- the incumbent legacy competitors has not just been the cloud nature, but it's also been a fully integrated stack, whereas a lot of the others have been reliant on M&A and they kind of created the Frankenstein stack. Can you walk us through the technological road map to actually integrate this and not only say, "Hey, we have 2 platforms that are truly multi-tenant, single-instance, cloud-native," but have it be seamless on one single code base, one single architecture. And then I've got a quick follow-up for Jim.

Sandeep Sahai executive
#17

Yes, Rishi, thank you for that question. Look, it's widely important. I think what you asked right now is really the core of a platform. If we talk about a true front-to-back and that's made up of 20 different technologies and 10 different code bases, then that is just not what the industry needs. So -- but let's talk about that. Where does Clearwater start? Clearwater sort of starts post-trade. Once the trading is down, it starts post-trade, and I'm generalizing for effect. But the point that we start the data ingestion from the trading sources and data aggregation and so on and so forth, and the accounting and things like that. And if we look at where Enfusion is, their strength is in the trading itself, the front office systems. Do they do some accounting? Of course they do. But the strength of that company and the platform they have built is in the front office. And that's what we hope to do, is take components of what Enfusion has built, marry that with the components Clearwater has built, and then come up with one platform which is end-to-end. Now like I was saying before, if it wasn't built on the same technology stack, this would have been very hard to do, some might say even impossible to sort of achieve in a reasonable period of time. But the fact that they use the same technology stack gives you a bunch of confidence that this can be done in a reasonable period. So -- but I do think that the mental model you might wish to have is sort of a lot of the pre-trade strength comes from the Enfusion platform and a lot of the post-trade strength comes from the Clearwater platform. And both of us do a little bit of both sides, but the mental map I would love for you to create is that break between the 2 technologies and the platforms.

Rishi Jaluria analyst
#18

Got it. That's really helpful. Jim, for you, we appreciate all the detail that you provided and that impact. Maybe if you could help us understand, after the deal closes, what sort of metrics and kind of information are you willing to give us? And the reason I ask that is we talk about synergies, talk about cross-sell. But I think underlying, what investors are going to see is the core Clearwater ex Enfusion is still growing above 20%. And at the same time, you're able to take where Enfusion is growing and potentially accelerate that. I get it becomes, over time, difficult to disaggregate them. But maybe can you help us understand, as you think about bringing these 2 pieces of the business together, how we should be thinking about what the cadence of disclosures going forward may look like?

James Cox executive
#19

Sure. Thanks. So I think that if you go to Slide, I think it's 12 of the deck, you'll see a number of the financial impact metrics that we've shown. I think it's important to understand that we continue to focus on 40% overall margin, net revenue retention of 115%, revenue growth of 20%. Those long-term goals remain unchanged. And when you look at Q3, we were nearly at 115% for Clearwater ourselves there in net revenue retention. And so what we wanted to do is provide a reset for our clients to understand that kind of our initial joint company and let folks understand kind of, even if you weren't to impact in any way the Enfusion metrics, what would it look like on a combined basis between us so that investors had an understanding of that. And that's that mid- to high 90s gross revenue retention and that about 110% net revenue retention. Now we will drive that -- those metrics right back to the levels that we kind of have articulated in our long-term goals. So I think we will obviously share more updates as we go through. But you're exactly right, Rishi. At some time, these 2 entities will combine together and we will think about things together. But I think our brand is to be very transparent and very clear with investors and do what we said. And so I think, to be blunt, I'm not sure we've thought through all of those pieces 3 quarters out, exactly what we'll do. But I think you have our commitment to be transparent and be able to show transparently how we're doing as a business.

Operator operator
#20

We now have Alexei Gogolev with JPMorgan.

Eleanor Smith analyst
#21

This is Ella on for Alexei. Our first, we were hoping that you could clarify a bit more, how is the acquisition of an Enfusion integrate with previously acquired assets, particular on JUMP?

Sandeep Sahai executive
#22

This is Sandeep. So when you think about the 2 other acquisitions we have done, 1 is Wilshire and 1 is JUMP. So the Wilshire thing is pretty straightforward. I think the risk and analytics they bring to the market is, we didn't have that capability earlier any way near at that depth, and Enfusion does some already but nowhere nobody near that debt. So I think Wilshire is just easily accretive to our offering for clients. The second one is about JUMP. So JUMP is somewhat in a similar business, but it is obviously a much smaller business compared to Enfusion, which is a fully scaled globally leading platform. I do think that JUMP has built out capabilities of which are very, very important for the European market and perhaps very specifically also for the French market. And while we've been building out capabilities in bringing JUMP's business to the U.S., this sort of takes that away. It allows us to combine what Enfusion is built along with the capabilities of JUMP and create one comprehensive platform. And that's why in my remarks I was talking about bringing the 2 engineering teams together and sort of delivering for asset managers and hedge funds around the world. I just think that whole power becomes stronger with more IP on both sides.

Eleanor Smith analyst
#23

That's really helpful. And for my second question, so if you look at the assets under administration right now at Clearwater, it's mostly fixed income and alternative assets. What work has to be done to accommodate the other asset classes in Enfusion ecosystem, primarily equities?

Sandeep Sahai executive
#24

Could you just repeat that question, please?

Eleanor Smith analyst
#25

Yes, absolutely. So if you look at Clearwater's existing assets under administration, the majority of them are fixed income and alternative assets. But Enfusion, of course, has a lot of equities on its platform. So I'm curious, as the assets under administration change at Clearwater due to the acquisitions and the introduction of -- more introduction of more equities, what has to change at Clearwater to accommodate the new asset classes?

Sandeep Sahai executive
#26

Yes. Very much, I get your question. Thank you for repeating that. Look, if you think about Clearwater's book of record today, it has all the assets. So we may do a lot more work on the fixed income side, on the alternative side, but we do account today for all equities clients have. So we do provide clients with a comprehensive view today. As a matter of fact, as you might know, we've taken feeds from all kinds of front office systems, like Bloomberg AIM or whether that's a CRD or BlackRock's Aladdin. So we already bring in trades related to equities, fixed income instruments and structured products on our platform, so we see that as a pretty easy fix. I think we -- frankly, I think we integrate with more than 20 front-office systems, so becoming more natively integrated with Enfusion, I think that should be relatively easy to execute on.

Operator operator
#27

Your next question comes from Dylan Becker with William Blair.

Dylan Becker analyst
#28

Jim, Sandeep, congrats guys. Maybe kind of jumping off of 2 other ones here. But on the data set in and of itself, you made an interesting point, Sandeep, that pairing with that general ledger functionality, kind of pre-trade and post-trade. How should we think about the opportunity to scale this data set across kind of different asset class types now, but pairing that with kind of some of the incremental workflows in delivering greater automation capabilities for both asset owners and managers kind of tied to that SaaS proposition?

Sandeep Sahai executive
#29

Yes. Thank you for that question. When Oleg and Neal had talked to us, this was one of the most exciting things, which is that they have a really rich data set sort of on the pre-trade side of the house. And because they take the feed from the end result of the positions from that, we have a really, really rich data set on post-trade basis. So can we integrate both of these and derive insights and analytics? I think that is a really exciting possibility. That's number one. But the more obvious one is when you think about the reconciliation that happens between data we get from the front and middle office. Can we go out, and for clients, manage the data from the very front office all the way through the middle office and back office? And the benefits are enormous. Because every handoff, if you will, sort of creates reconciliation issues. And if it's all on one platform flowing seamlessly bidirectionally, then you obviate the need for reconciliation. And if we can do that, then of course, the efficiencies are higher, the risk related to the data reconciliation is much lower. So we do feel that the management of the data and the insights we can drive is, frankly, a very, very interesting aspect of this combination. So thank you for asking that question. It is super exciting that we would be able to do that for our clients.

Dylan Becker analyst
#30

Okay. That's very helpful. Maybe sticking on the international side. I know you touched on kind of JUMP was an initial expansion opportunity there, Enfusion has a pretty healthy presence. Maybe thinking about kind of the opportunity larger than it is today relative to the share of the business mix by incremental investment, but how you drive global brand awareness, I think about from the international segment.

Sandeep Sahai executive
#31

Yes, we're very excited about this international business. And I know you all have been covering us for a while. We have continued to make investments and frankly seen good growth. But you also see us continue to spend money. And for example, if you look at Asia, the number of employees we have is single digit, and Enfusion has a very solid presence in Hong Kong, in Singapore and in Australia. So does that give us an ability to go to market more forcefully? Absolutely. Do clients get more confidence because we have boots on the ground? I think so. So all of that, I feel, is still in the service of can we accelerate their growth and ours? I think the same thing is true in Europe but somewhat a lower degree because we have considerable presence and so do they. And so can we combine these 2 and be more present, if you will? I absolutely believe that. And it's -- we haven't stressed on it enough, but being able to go globally to our clients and have the support infrastructure globally, I do think is a big part of this combination.

Operator operator
#32

We now have Andrew Schmidt with CitI.

Andrew Schmidt analyst
#33

Congrats on this deal. A lot of good industrial logic here. Look forward to seeing how the deal progresses. First question on just the bridge to the 20% growth for Enfusion. Maybe you could -- I know you talked about this in the prepared remarks. Maybe break that down a little bit more. Some of it sounds like it's intensifying the core bits a little bit more and then there's some cross-sell activity. But maybe you could talk a little bit about the drivers there and the confidence level in the reacceleration? And as a part of that, as I alluded to, part of this seems to be intensifying the hedge fund business. I know we talked a lot about traditional asset management business. But maybe you could talk about more specifically just how you can intensify the growth in hedge fund side of things.

Sandeep Sahai executive
#34

Yes, thank you for the question. On the hedge fund, I think, as you know, Enfusion has, by far, I think, a leadership position in that market. And they have a platform which is respected around the world. And so they have a really strong position in that market. What they have done, I think, is also try to devote some amount of energy to the asset management world over the last several years. And I think what a combination allows us to do is to take all of the engineering and product talent we have in the asset management world and combine that with the asset management talent they have focused on that market. But as a consequence of that, what that allows them to do is to create a team which is focused only on hedge funds. So instead of diluting the focus between hedge funds and asset managers, we think we can bring the engineering horsepower to create a separate team focused on asset managers and create a separate dedicated team focused on hedge funds. And at least I've always found that when you have a dedicated and focused team, they win. When you get these teams to do 2 or 3 things, they tend to get diluted. So I do feel that we want to continue to make very strong investments in hedge funds, have a dedicated team go at it. And I do believe that, that will accelerate their -- the capture of that market.

Andrew Schmidt analyst
#35

Got it. That's super helpful. And then maybe on the managed services opportunity, could you elaborate a little bit more about what that looks like? Clearly, Clearwater has done a lot on that side. It seems like it's an opportunity for Enfusion, a benefit to gross margin, but also benefits client satisfaction, retention rates and things like that. So if you could drill down, talk about the opportunity there, that would be helpful.

Sandeep Sahai executive
#36

Absolutely. So look, over the last 4 years, Head of Operations, Subi Sethi, has built an absolute machine. She build out a team of leaders and really a full team around the world which delivers just amazingly. And you can look at our gross margin progression over the years, and it has ticked up and up and up. And the news there is there's still room to go. I think we had spoken about an 80% gross margin target in the long term. And about 1.5 years back, we took that back and said, actually, it's going to be a little bit higher, the long-term gross margin target. We didn't provide a number. But the point is, we know how to run that. We know how to run operations very, very effectively. For Enfusion, I think it's more nascent. And they started the managed services business, the scale of what they do is somewhat lower. And so can we bring some of our knowledge and frankly some of our infrastructure to play? I absolutely believe that. So our sense is that we can do 2 things for managed services. Firstly, we can get it to grow a lot faster. That's number one. But number two, we can actually get it to be a whole lot more efficient in terms of gross margin. And so we think that's an easy one where we can improve gross margin of the overall business while accelerating growth. So that's an exciting one for us and the combination.

Operator operator
#37

We now have David Unger with Wells Fargo on the line.

David Unger analyst
#38

Great. Guys, can you just talk through your view of the hedge fund industry in terms of how they manage tech investment management spend as a percentage of AUM mix? And the relationship of that between managing headcount growth and tech spend?

Sandeep Sahai executive
#39

Yes, I do think we have a sense of the headcount growth needed. I do think it will be -- obviously, they'll continue to operate very independently till close. What we've been saying is that we think we have metrics for the business of how -- what efficiency we should get, what productivity we should get, the average cost structure of it. So really our sense right now is that there is an ability to improve that gross margin quite meaningfully in the hedge fund world. Obviously, a large portion of the business of Enfusion that's hedge funds. So we can improve their gross margin there, we think that flows down to the part of the synergy we talked about. And so I don't know, Jim, whether you would add anything to that.

James Cox executive
#40

I think what you said is great. I think the overarching thing to think about is, as a combined entity, this is -- it's 28%, 29% of kind of the total business. So when you think across kind of what do most financial services firms, what percentage of their overall business is serving hedge funds, when you think of these bulge bracket banks that you all would understand more that at level, it is just an improvement in our overall portfolio of opportunities to win and an incremental market for us to go and serve. And I think that there are very successful hedge funds, and so I think we look to do more with those firms.

Operator operator
#41

Your next question comes from Peter Heckmann with D.A. Davidson.

Peter Heckmann analyst
#42

Nice strategic deal and one that we suspected might have happened at some point. Just trying to do some calculations around some of your figures here. But you talked about gross leverage about 2.7x. But I guess after terminating the TRA at Clearwater and then including the thoughts around terming the TRA at Enfusion, it seems like post deal, shouldn't Clearwater have something close to about $250 million, $275 million in cash, which would make net leverage closer to about 2.5x? Does that math work?

James Cox executive
#43

That's right. Net leverage at closing, Pete, we expect to be under 3x, yes.

Peter Heckmann analyst
#44

Okay. Great. And then in terms of just thinking about the margin expansion in Enfusion, do you expect that to really start immediately, exing public company costs and those other things? But looking to drive those margins up into the high 20s by the end of 2026. And I guess when you think about that and those cost synergies, can you bucket out some of that and kind of think about the relative difficulty of those buckets? I assume some of it will be relatively easy, some of it might be a little bit more difficult to realize.

James Cox executive
#45

I think we feel very confident in -- I think Sandeep has spent some time talking about the gross margin side. And we feel very confident in our ability. Frankly, we've proven it with ourselves and I think we see a lot of the same patterns here. And so I think we have high confidence around that. . With respect to the $20 million of operating cost synergies, I think those are the typical things that you would expect in a public-to-public company framework. And so I think, obviously, as we get into more, we'll understand more. And so -- but I think we do have high confidence around that. I think if you do all this math, you might say, "Hey, wait a second. You might see more margin improvement than what we've said on the 400 basis points each year." And I think that, that is there's always things that you don't know. And so I think as we guided to that 400 each of those first 2 years, it takes into consideration that there's always things that you learn along the way. And so I think that's why we have really high confidence in the margin expansion that we've disclosed here.

Peter Heckmann analyst
#46

Well, it looks like a great deal. Look forward to additional details as we -- go ahead.

Sandeep Sahai executive
#47

Thank you so much. Appreciate it.

Operator operator
#48

We now have Arvind Ramnani with Piper Sandler.

Arvind Ramnani analyst
#49

Congrats on a great deal. And all the good questions have been taken away, but just a couple of quick ones. When you went from this deal, was it a competitive situation where you had to kind of push the price up a little bit? And then conversely, if there was not, like kind of what's the kind of potential for someone else to come in and make it a bit more competitive?

Sandeep Sahai executive
#50

Yes. Thank you. Look, I obviously believe that this is a good combination for both the Enfusion team and for us and really most importantly for clients. When you think the client's ability to get a front-to-back solution from a single partner, I think that is exciting. And when you think about that, Arvind, that what creates opportunities for employees and for shareholders is a client better served. So I like to believe that we were very preferred. The level of competition, I frankly don't know enough about it. But the point is, yes, many, many, many people have seen Enfusion as a really high-quality business. They have a truly amazing product, they have very high customer satisfaction in the business. So I got to believe that many people did look at it very, very seriously and with varying degrees of interest in the process. So we think we paid what is appropriate for Enfusion shareholders. But also, obviously, we were very much focused on what it does for our shareholders. And what we found, Arvind, was 2 things. One is, hey, this can help accelerate growth in a very, very meaningful way. And secondarily, there is 800 bps of margin improvement we can underwrite. So it felt like a really good strategic deal for the company.

James Cox executive
#51

And then just to answer your question. It was a competitive deal. It was competitive. But the whole background, it will obviously get disclosed in the Enfusion proxy, et cetera.

Arvind Ramnani analyst
#52

Perfect. And about Sandeep and Jim, I've known you for a while, and I know you are fairly kind of [ solid ] operators. And I also realize you don't have like unlimited funds to acquire a lot. When you looked at this, did you look at kind of the range of options available? And you said, "Hey, this is one we really feel kind of strongly towards? If this did not work out, kind of were there other assets out there?

Sandeep Sahai executive
#53

Yes, I can just say that we've -- we did some small things about 2.5 years back. And then working with the Board, we set up -- we hired someone at a very senior level who has done acquisitions and grown businesses for many, many years in other companies in our industry. And so we went through a very, very exhaustive process about what makes sense, what the technological integration opportunities are, and what the difficulty of that is. So this was a robust process, which I've got to say, had been going on for more than 18, 24 months. And I just want to say also that we have talked with Enfusion forever. We have admired their company from a distance for many, many years. We have continued to meet at the executive level for many, many years. So this was nothing which was like, hey, here's an opportunity. It was actually a long way coming. So we think it's very strategic for us and uniquely so.

Operator operator
#54

We now have Gabriela Borges with Goldman Sachs on the line.

Gabriela Borges analyst
#55

Sandeep, I wanted to get your assessment of how do you think about both Enfusion and Clearwater's ability to come up market. Maybe just give us a state of play. What are your priorities as a combined company in terms of, a, you still have milestones to hit, either from a technical standpoint, product standpoint or a go-to-market standpoint to be able to come up market? And where does that lie in your list of priorities as a pro forma company?

Sandeep Sahai executive
#56

Yes, Gabriela, thank you for the question. Look, I think that if you talk about my priorities, I think Jim said it somewhere in the call, he said it's about growth, growth, growth, and then profitability and synergy. So it is about growing, but from a client-centric point of view. So it's not just growing at all costs. So where do we go up market? I think if you -- the #1 area is asset management. Asset Management, as you know, we have served the largest asset managers for a long time, and Enfusion has come at it, Gabriela, from the other side. So really from the hedge fund and the smaller asset managers and the somewhat bigger asset managers. And as you know, the functionality needed for both of those are very, very different, but it's obviously a common plane of functionality. And so what we are hoping to do, Gabriela, is bring these 2 things together under a common leadership, so that we can take all the intellectual property, put it together, put the GTM teams together, and accelerate growth on both sides. And that is the rub. If we can do that successfully, then the entire value of this combination comes through. Now we feel really good about this because we have operated well. We operate well, we operate at a high level, and we expect to continue to do that. But finally, just to also get to the crux of your question, this is not easy, but none of this would have been easy. Combining with Enfusion, which has very, very similar technology stack and very, very similar architecture is by far we felt the best opportunity we have to create absolutely an industry-leading front-to-back solution, which doesn't quite exist, using native cloud technology. So look, I think there is work here. There is no immediate, wow, everything just sort of works. But I do feel the potential of this combination is enormous. Now on the other hand, can you get synergies and continue to deliver the bottom line expansion? Yes, that's quite exciting, too, is that we can deliver 400 bps in year 1 and 400 bps in year 2 and perhaps more. So it feels like it solves market need, it solves the faster growth, and it solves for greater profitability. So that's why we're sort of excited which is why we took this. It's a transformative deal for us. It's much bigger than what we've ever done. And so we do not do this without a lot of care, if you will. Jim, I don't know if you'd add anything to that.

James Cox executive
#57

No, well said. Well said.

Gabriela Borges analyst
#58

I got it. And maybe the follow-up, Sandeep. You mentioned a few times, including just then, how similar the technology stacks are. Can you maybe just expand on that a little bit? We've seen acquisitions before where it's a SaaS company acquiring another SaaS company. And nonetheless, there requires a heavy lift sometimes even with SaaS-to-SaaS. So maybe just elaborate a little bit. When you say some more technology stacks, what do you mean? Share with us a little more detail.

Sandeep Sahai executive
#59

Yes. Thank you, Gabriela. I think, look, I think that as you said right now, the technology stack makes it easier, but it doesn't solve the problem, right? It's just that, okay, because you have similar technology stacks, those are easier to integrate and build. I think what makes this combination somewhat more approachable and easier is really the functionality, is that our focus has always been post-trade. So a lot of the functionality, great levels of detail is really in the post-trade world, middle/back office. And really, when you think about Enfusion, a lot of their heavy lifting is in the front office. Now I want to be cautioned to say, it's not like Enfusion doesn't do the middle/back office, it's not like we don't do the front office. But when you think about the heft of the platform, it's in different parts of the value chain. And therefore, I don't think you have to worry about massive levels of overlap and how do you sort of pick the right functionality and the components and bring it all together. I think it's quite clean. Having said that, no technology integration is easy, but I feel this 1 is set up and primed very, very nicely.

Operator operator
#60

We have our final analyst question from Yun Kim with Loop Capital Markets on the line.

Yun Suk Kim analyst
#61

Okay. Great. I'll do this pretty quick. Jim, what is the typical contract length and billing cycle for Enfusion? And do you expect to change that contract structure when the contracts come up for renewals?

James Cox executive
#62

No, we don't plan to change the contract length. They have a very consistent contracting structure to us, where they're billing monthly. And so I think that we'll -- there will be a number of things that I think we will look to, just like when we look back to 2022 and some of the things that we did, to build more durability and stability into our own business, I think we can apply many of those same lessons to their contracting structure going forward as well.

Operator operator
#63

Thank you. That does conclude our question-and-answer session. I would like to hand back to our CEO, Sandeep, for some final comments.

Sandeep Sahai executive
#64

Thank you, everyone, for being on this call. Look, I just wanted to say, we are very thankful for the trust that you showed in us and in what we do. We're also thankful for the trust we get from our customers and our employees. I think it's an exciting opportunity for all 3 constituents, and we look forward to delivering on those promises in the days and years ahead. So thank you all. Thank you for joining the call.

James Cox executive
#65

Thanks.

Operator operator
#66

Thank you all for joining. Today's call, I can confirm, has now concluded. You may now disconnect your lines, and please enjoy the rest of your day.

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