CCC's $7.75 GTCR Deal Pays Out $116M in SPAC Earnout

CCC Intelligent Solutions' $7.75-a-share sale to GTCR and Elliott triggers payout of all 15.0 million earnout shares left over from its 2021 SPAC listing: CCC issues them, then each is cashed out at $7.75, about $116 million by TradeFlock calculation. The merger agreement, filed Thursday as Exhibit 2.1 to an 8-K, says the deal is a "Change in Control" for those shares, so the $15.00 stock-price trigger never comes into play. TradeFlock asked on October 11 how it would be handled. The agreement answers it.

What Section 2.9 Says About the Earnout

CCC signed the agreement on Wednesday, October 14, 2026, with Mozart Parent, LLC, the GTCR-led buyer. Section 2.9 states that the parties "acknowledge and agree that the Transactions constitute a 'Change in Control' for all purposes of Sections 2.7(a) and 2.8 of the SPAC Merger Agreement." Immediately before closing, CCC must issue "the maximum number of SPAC Merger Earnout Shares issuable," and each of those shares is then converted into the $7.75 cash price.

The agreement's capitalization section lists "15,000,000 shares of Company Common Stock issuable as SPAC Merger Earnout Shares" as of October 9, 2026. At $7.75, that is $116.25 million, a TradeFlock calculation. In TradeFlock's October 11 story, the same shares were worth about $105 million at the $7.02 close on October 9. The $7.75 payout is about $11 million more than that, also a TradeFlock calculation.

Who Collects the $116 Million

CCC's 2025 annual report says 13.5 million of the shares go to holders of CCC before the listing and 1.5 million to option holders who stay employed. At $7.75, TradeFlock calculates $104.6 million and $11.6 million.

The largest named holder is Advent. Its Schedule 13D/A dated November 12, 2025, filed after Advent's November 7 sales took it below 5%, says its Cypress Investor, Advent International VIII-C and GPE VIII CCC Co-Investment funds still hold the contingent right to "up to 9,919,012 Earnout Shares." That is about $76.9 million, roughly two thirds of the total, TradeFlock calculations. CCC's April 2026 proxy statement lists chief executive Githesh Ramamurthy with 1,237,491 earnout shares and five other officers and directors with 99,760 more. Together those 1,337,251 shares are worth about $10.4 million, a TradeFlock calculation.

That leaves about 3.74 million shares, or about $29 million, that the filings do not itemize, a TradeFlock calculation. Under Section 2.8(i), the buyer funds the option holders' earnout payout at closing, and CCC pays it through payroll within five business days, less withholding.

Also released: the 8,625,000 Sponsor Earnout Shares already issued to Dragoneer's sponsor entity, which the agreement says "vest in full and be released." They are not part of the $116 million, but each collects $7.75, about $66.8 million by TradeFlock calculation.

How Big the Earnout Is Against the Deal

CCC had 590,693,325 shares outstanding on October 9, the agreement says. Adding the 15.0 million earnout shares gives 605,693,325, so the earnout is about 2.5% of the total, a TradeFlock calculation. Those basic shares cost about $4.69 billion at $7.75, before options, restricted stock units and performance units, which the agreement converts into cash or restricted cash awards. The company's release puts the enterprise value at about $6.1 billion and the premium at about 44% to the July 9 price, the last close before sale speculation. Leftover terms shaped other deals, such as the convertible notes in Pacira and Viatris.

What the Break Fees Do and Do Not Cover

CCC owes the buyer $149,520,000 if it takes a better offer or the board changes its recommendation. The same fee applies if a rival proposal is outstanding when the deal ends over the outside date, a failed shareholder vote or a CCC breach, and CCC signs or completes another deal within 12 months. The buyer owes CCC $313,992,000, about 2.1 times as much. Against the $6.1 billion enterprise value, the fees are about 2.5% and 5.1%. The 2.1 times and both percentages are TradeFlock calculations.

By TradeFlock's reading of Section 8.3(c), the larger fee is due when CCC terminates over a buyer breach or a buyer's failure to close once conditions are met, not when regulators block the deal. Section 6.2(b) requires the buyer to accept remedies affecting CCC itself, including divestitures, but not actions touching GTCR, Elliott or their other holdings. TradeFlock's search of the agreement found no go-shop period.

Where CCC Stock Sits Against $7.75

CCC closed at $7.02 on Friday, October 9, then $7.82 on Tuesday, October 13, $7.64 on Wednesday and $7.63 on Thursday, October 15, according to Yahoo Finance closing prices. At $7.63, the $7.75 price is 12 cents, or about 1.6%, higher, a TradeFlock calculation.

What to Watch Next

Four dates frame the deal. CCC must file a preliminary proxy statement within 25 business days of signing, which by TradeFlock's count is about mid-November. It should show how many shares Ramamurthy and President Tim Welsh roll over, which the 8-K does not say, plus the background of the sale. CCC reports third quarter results on Thursday, October 29, without a conference call. The company expects to close in the first quarter of 2027, and either side can end the agreement if it has not closed by Wednesday, April 14, 2027.

Cover photo: A vintage car frame being painted white in an automotive paint booth, by Vladan Rajkovic on Pexels, used under the Pexels License.