Item 2.01. Completion of Acquisition or Disposition of Assets
Closing of Acquisition of ProQuest
On December 1, 2021, Clarivate Plc ("Clarivate") completed its previously
announced acquisition (the "Acquisition") of ProQuest, a leading global
software, data and analytics provider to academic, research and national
institutions, from Cambridge Information Group ("CIG"), Atairos and certain
other equityholders (collectively, the "Seller Group"), pursuant to the
Transaction Agreement dated as of May 15, 2021 (as amended, the "Transaction
Agreement"). In connection with the closing of the transactions contemplated by
the Transaction Agreement (the "Closing"), Clarivate (i) issued 46,910,923
ordinary shares, representing approximately 7% pro forma fully diluted ownership
of Clarivate, to members of the Seller Group, (ii) repaid approximately $1.0
billion of ProQuest debt and (iii) paid approximately $3.0 billion in cash to
the Seller Group.
The foregoing summary of the transactions contemplated by the Transaction
Agreement does not purport to be complete and is subject to, and qualified in
its entirety by, the full text of the Transaction Agreement, a copy of which was
attached as Exhibit 2.1 to the Current Report on Form 8-K filed by Clarivate
with the Securities and Exchange Commission (the "SEC") on May 17, 2021,
Amendment No. 1 to the Transaction Agreement, a copy of which was attached as
Exhibit 2.1 to the Current Report on Form 8-K filed by Clarivate with the SEC on
July 29, 2021, and Amendment No. 2 to the Transaction Agreement, a copy of which
is attached as Exhibit 2.1 to this Current Report on Form 8-K, each of which is
incorporated by reference herein.
In connection with the Closing, Clarivate entered into an amendment (the "RRA
Amendment") to the Registration Rights Agreement dated as of October 1, 2020, by
and among Clarivate and the other parties thereto, which amendment was
previously described in the Current Report on Form 8-K filed by Clarivate with
the SEC on May 17, 2021, and which description is incorporated by reference
herein.
In connection with the Closing, Clarivate entered into a Director Nomination
Agreement with Andrew M. Snyder, pursuant to which Mr. Snyder will have the
right to be nominated for election to the board of directors of Clarivate (the
"Board") annually until the third anniversary of the Closing.
The foregoing descriptions of the RRA Amendment and the Director Nomination
Agreement are not complete and are qualified in their entirety by the full text
of such agreements, copies of which are attached as Exhibits 10.1 and 10.2 to
this Current Report on Form 8-K and incorporated by reference herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
Escrow Release and Guarantor Assumptions
The information set forth in Item 2.01 is incorporated herein by reference. As
previously announced, on August 19, 2021, Clarivate Science Holdings Corporation
("CSHC"), an indirect, wholly owned subsidiary of Clarivate, entered into (i) an
indenture (the "Secured Notes Indenture") dated as of August 19, 2021 with
Wilmington Trust, National Association, as trustee and as collateral agent, in
connection with the issuance of $921.2 million aggregate principal amount of
CSHC's 3.875% Senior Secured Notes due 2028 (the "Secured Notes") and (ii) an
indenture (the "Unsecured Notes Indenture") dated as of August 19, 2021 with
Wilmington Trust, National Association, as trustee, in connection with the
issuance of $921.4 million aggregate principal amount of CSHC's 4.875% Senior
Notes due 2029 (the "Unsecured Notes" and together with the Secured Notes, the
"Notes"), in each case issued upon settlement of CSHC's exchange offers. CSHC
caused to be deposited an amount of cash equal to the aggregate principal amount
of Notes (the "Escrowed Proceeds") into segregated escrow accounts until the
date that certain escrow release conditions (the "Escrow Release Conditions"),
including the consummation of the Acquisition, were satisfied. On December 1,
2021 the Escrow Release Conditions were satisfied, and the Escrowed Proceeds
were released from the escrow accounts and used to fund a portion of the
purchase price of the Acquisition.
In connection with the Closing, each of Clarivate's direct and indirect
wholly-owned subsidiaries that are the guarantors or the issuer under the
indenture (the "Existing Indenture") dated as of October 31, 2019 among Camelot
Finance S.A. (the "Lux Issuer"), the guarantors party thereto and Wilmington
Trust, National Association, as trustee and collateral agent, governing the Lux
Issuer's 4.50% Senior Secured Notes due 2026, became guarantors of the Notes,
pursuant to supplemental indentures to the Secured Notes Indenture and Unsecured
Notes Indenture. Also in connection with the Closing, CSHC became a guarantor
under the Existing Indenture.
The foregoing description of the supplemental indentures and the transactions
contemplated thereby is not complete and is subject to, and qualified in its
entirety by reference to, such agreements, copies of which are filed with this
Current Report on Form 8-K as Exhibits 4.1, 4.2 and 4.3 and incorporated by
reference herein.
Incremental Amendment to Credit Agreement
On November 30, 2021, Clarivate's direct and indirect subsidiaries that are
borrowers or guarantors under the Credit Agreement dated as of October 31, 2019
(as amended, restated, supplemented or modified prior to the Amendment and by
the Amendment, the "Credit Agreement") entered into an amendment thereto (the
"Amendment"), pursuant to which the total revolving credit commitments
thereunder were increased by $100.0 million to $350.0 million in the aggregate.
The Amendment also provides for the replacement on a future date of certain
LIBOR benchmark rates with respect to revolving loans under the Credit Agreement
denominated in certain non-U.S. currencies and for certain other amendments as
set forth in Exhibit 10.3 to this Current Report on Form 8-K.
The foregoing description of the Amendment is qualified in its entirety by
reference to the full text of the Amendment filed as Exhibit 10.3 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities
The information set forth in Item 2.01 is incorporated herein by reference. The
issuance of ordinary shares to members of the Seller Group at the Closing was
made in reliance upon the exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act") contained in Section
4(a)(2) thereof.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The information set forth in Item 2.01 is incorporated herein by reference.
Pursuant to the Transaction Agreement, Andrew M. Snyder was appointed to the
Board as Vice Chairman, and Michael J. Angelakis was appointed to the Board, in
each case effective as of December 1, 2021.
Andrew M. Snyder (51) is currently the Chief Executive Officer of CIG, a
family-owned investment and management firm. From 2003 to 2021, Mr. Snyder was
responsible for building ProQuest from a legacy company of less than 200
employees to one of the leading providers of information and software solutions
to the global academic and research community with nearly 3000 professionals.
Mr. Snyder is responsible for the management and investment decisions for CIG
and its businesses. Prior to joining CIG, Mr. Snyder spent seven years at the
Goldman Sachs Group where he focused on traditional media, technology and
services investing for the firm's private equity fund. Mr. Snyder also spent one
year as the Assistant to the Chairman and CEO of Goldman Sachs. Mr. Snyder
graduated cum laude from the Wharton School at the University of Pennsylvania,
and earned a J.D. from Georgetown University Law Center, where he graduated
magna cum laude. In addition to Clarivate, Mr. Snyder currently serves on the
Board of Overseers of Penn Libraries, and formerly served on the Boards of
Blucora, Inc. (BCOR), The Association of American Publishers, Shining Hope for
Communities (SHOFCO) and The Browning School.
Michael J. Angelakis (57) is the Chairman and Chief Executive Officer of
Atairos. He also serves as a Senior Advisor to the Executive Management
Committee of Comcast Corporation. Prior to founding Atairos, he served as
Comcast's Vice Chairman and Chief Financial Officer. In those roles, Mr.
Angelakis was responsible for many strategic, financial, administrative and
other areas within the Corporation. During his tenure at Comcast, Mr. Angelakis
was recognized by Institutional Investor magazine as one of "America's Best
Chief Financial Officers" six out of eight years. Prior to joining Comcast, Mr.
Angelakis served as a Managing Director and a member of the Management and
Investment Committees of Providence Equity Partners, one of the leading private
equity firms investing in technology, media and communications companies around
the world. Before joining Providence, Mr. Angelakis was Chief Executive Officer
of State Cable TV Corporation and Aurora Telecommunications. He also served as
Vice President at Manufacturers Hanover Trust Company in New York, where he
oversaw one of the institution's media and communications portfolios.
Additionally, Mr. Angelakis spent several years in London developing
Manufacturers Hanover's merchant banking activities throughout Western Europe.
He is a member of the Board of Directors of ExxonMobil and TriNet Group, which
are publicly listed companies, as well as the following private companies: Arcis
Golf, Bowlero Corporation, Learfield College and Orogen Group. Previously, Mr.
Angelakis was the Chairman of the Board for the Federal Reserve Bank of
Philadelphia, a member of the Board of Directors of Duke Energy, Hewlett Packard
Enterprises, Spectra Holdings, ProQuest Company and Groupon Corporation as well
as a trustee of Babson College. Mr. Angelakis is a graduate of Babson College
and the Owner/President Management Program at the Harvard Business School.
Item 7.01. Regulation FD Disclosure
The information set forth in Item 2.01 is incorporated herein by reference. A
copy of Clarivate's press release dated December 1, 2021 announcing the Closing
is furnished as Exhibit 99.1 hereto.
As stated in the press release, on December 1, 2021, Clarivate also publicly
reaffirmed its full year 2021 standalone guidance and provided its full year
2022 combined company guidance. The press release is also posted on the investor
relations section of Clarivate's website (http://ir.clarivate.com/).
The information in this Item 7.01, including Exhibit 99.1 furnished herewith, is
being furnished and shall not be deemed "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
otherwise subject to the liabilities of that Section and shall not be
incorporated by reference into any registration statement or other document
pursuant to the Securities Act or the Exchange Act, except as otherwise
expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits
(a) Financial Statements of Business Acquired
Clarivate has previously filed the audited financial statements of ProQuest as
of and for the year ended December 31, 2020 as Exhibit 99.3 to its Current
Report on Form 8-K filed on June 8, 2021. Clarivate will file the remaining
ProQuest financial statements required by this Item no later than February 16,
2022.
(b) Pro-Forma Financial Information
Clarivate has previously filed its unaudited pro forma condensed combined
financial statements for the year ended December 31, 2020 as Exhibit 99.7 to its
Current Report on Form 8-K filed on June 8, 2021. Clarivate will file the
remaining pro forma financial statements required by this Item no later than
February 16, 2022.
(c) Exhibits
No. Document Description
2.1 Amendment No. 2 to Transaction Agreement
4.1 Third Supplemental Indenture dated as of December 1, 2021, to
the indenture dated as of October 31, 2019 among the Lux Issuer,
the guarantors party thereto and Wilmington Trust, National
Association, as trustee and collateral agent, governing the Lux
Issuer's 4.50% Senior Secured Notes due 2026
4.2 First Supplemental Indenture dated as of December 1, 2021, to
the indenture dated as of August 19, 2021 among CSHC, the
Guarantors, and Wilmington Trust, National Association, as
trustee and collateral agent, governing CSHC's 3.875% Senior
Secured Notes due 2028
4.3 First Supplemental Indenture dated as of December 1, 2021, to
the indenture dated as of August 19, 2021 among CSHC, the
Guarantors, and Wilmington Trust, National Association, as
trustee, governing CSHC's 4.875% Senior Notes due 2029
10.1 Amendment No. 1 to Registration Rights Agreement dated as of
December 1, 2021, to the registration rights agreement dated as
of October 1, 2021 among Clarivate and the shareholders parties
thereto
10.2 Director Nomination Agreement
10.3 Amendment dated as of November 30, 2021 to Credit Agreement
dated as of October 31, 2019
99.1 Press Release dated December 1, 2021
104 Cover page of this Current Report on Form 8-K formatted in Inline
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