Key Takeaways
- • GTCR and Elliott Investment Management agreed to acquire CCC Intelligent Solutions for $6.1 billion including debt, taking the Nasdaq-listed collision repair software provider private.
- • Shareholders will receive $7.75 per share in cash, a premium of approximately 44% over the July 9 closing price, which predates speculation about a sale.
- • The buyers plan to increase investment in artificial intelligence, product development and the customer network, with closing expected in Q1 2027 pending shareholder approval and regulatory clearance.
- • The buyers have committed debt and equity financing, and the deal carries a $149.5 million termination payment to the target and a potential $314 million reverse termination obligation.
- • Chairman and CEO Githesh Ramamurthy and president Tim Welsh will retain financial stakes in the post-closing company.
Summary
Private equity firm GTCR and activist investor Elliott Investment Management have agreed to acquire CCC Intelligent Solutions, the Chicago-based provider of the CCC ONE estimating software used across the collision repair industry, in a $6.1 billion transaction that includes debt. The agreement, announced October 15, will take the company off the Nasdaq and into private ownership. GTCR, a Chicago private equity firm, leads the investor group, and Elliott, a Florida-based investment firm, is also participating.
Shareholders will receive $7.75 per share in cash, approximately 44% above the July 9 closing price, which was set before speculation about a sale emerged. The merger agreement was signed October 14, and the board of directors approved it unanimously, recommending that shareholders vote in favour. Ramamurthy and Welsh have agreed to exchange some existing shares for ownership interests in the acquisition structure and to vote their shares in support of the deal.
CCC ONE allows estimators to prepare repair estimates, identify factory equipment and receive insurance assignments, while shop staff can compare OEM, aftermarket and recycled parts, place orders and manage repair production. The buyers have said they intend to increase spending on product development and artificial intelligence and to expand the company's network. Mark Anderson, GTCR managing director and head of technology, media and telecommunications, said the focus will be on helping CCC deliver better outcomes for customers.
Completion requires approval from holders of a majority of outstanding shares and regulatory clearance. The buyers have arranged debt and equity financing commitments, and their obligation to close does not depend on later financing. Directors may consider an unsolicited superior offer under specified conditions, but accepting another deal could trigger a $149.5 million termination payment. The buyers could owe approximately $314 million if they fail to complete the transaction under certain circumstances. Until closing, expected in the first quarter of 2027, CCC will continue operating independently and its shares will continue trading on the Nasdaq.
Shareholders will receive $7.75 per share in cash, approximately 44% above the July 9 closing price, which was set before speculation about a sale emerged. The merger agreement was signed October 14, and the board of directors approved it unanimously, recommending that shareholders vote in favour. Ramamurthy and Welsh have agreed to exchange some existing shares for ownership interests in the acquisition structure and to vote their shares in support of the deal.
CCC ONE allows estimators to prepare repair estimates, identify factory equipment and receive insurance assignments, while shop staff can compare OEM, aftermarket and recycled parts, place orders and manage repair production. The buyers have said they intend to increase spending on product development and artificial intelligence and to expand the company's network. Mark Anderson, GTCR managing director and head of technology, media and telecommunications, said the focus will be on helping CCC deliver better outcomes for customers.
Completion requires approval from holders of a majority of outstanding shares and regulatory clearance. The buyers have arranged debt and equity financing commitments, and their obligation to close does not depend on later financing. Directors may consider an unsolicited superior offer under specified conditions, but accepting another deal could trigger a $149.5 million termination payment. The buyers could owe approximately $314 million if they fail to complete the transaction under certain circumstances. Until closing, expected in the first quarter of 2027, CCC will continue operating independently and its shares will continue trading on the Nasdaq.
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