Item 1.01. Entry into a Material Definitive Agreement



3.875% Senior Secured Notes due 2028
4.875% Senior Notes due 2029

On August 19, 2021 (the "Settlement Date"), Clarivate Science Holdings Corporation (the "Issuer"), an indirect, wholly owned subsidiary of Clarivate Plc (the "Company") entered into (i) an indenture (the "Secured Notes Indenture") with Wilmington Trust, National Association, as trustee (the "Secured Notes Trustee") and as collateral agent in connection with the offer to exchange all of the Issuer's outstanding, validly tendered and not withdrawn 3.875% Senior Secured Notes due 2028 (the "Old Secured Notes") for the Issuer's newly-issued 3.875% Senior Secured Notes due 2028 (the "New Secured Notes"), and (ii) an indenture (the "Unsecured Notes Indenture" and, together with the Secured Notes Indenture, the "Indentures") with Wilmington Trust, National Association, as trustee (the "Unsecured Notes Trustee" and, together with the Secured Notes Trustee, the "Trustees"), in connection with the offer to exchange all of the Issuer's outstanding, validly tendered and not withdrawn 4.875% Senior Notes due 2029 (the "Old Unsecured Notes" and, together with the Old Secured Notes, the "Old Notes") for the Issuer's newly-issued 4.875% Senior Notes due 2029 (the "New Unsecured Notes" and, together with the New Secured Notes, the "New Notes"). The initial aggregate principal amount of New Notes will be equal to the aggregate principal amount of Old Notes that are validly tendered and not validly withdrawn for exchange, and that are accepted by the Issuer. The offers to exchange are referred to herein as the "Exchange Offers."

The New Notes are being issued in connection with the Company's proposed acquisition (the "Acquisition") of ProQuest LLC and its subsidiaries (collectively, "ProQuest"), previously announced on May 17, 2021. The Issuer will deposit (or cause to be deposited) an amount of cash that is equal to the aggregate principal amount of New Notes issued on the Settlement Date (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, are satisfied. The New Notes will be subject to special mandatory redemption if the Escrow Release Conditions have not been satisfied by April 29, 2022 (as such date may be extended by a maximum of six months in accordance with the terms of the applicable Indenture, the "Escrow End Date"), if the transaction agreement with ProQuest is terminated or the Issuer notifies the Trustees and Citibank, N.A., as escrow agent, that in the reasonable judgment of the Company the Acquisition will not be consummated prior to the Escrow End Date.

Upon the satisfaction of the Escrow Release Conditions, the Escrowed Proceeds will be released from the escrow accounts (the date of such release, the "Escrow Release Date") and used to fund a portion of the purchase price of the Acquisition.

Interest; Maturity

Interest on the New Secured Notes will accrue at a rate of 3.875% per year, payable semi-annually in cash in arrears on June 30 and December 30 of each year, commencing December 30, 2021. The New Secured Notes will mature on July 1, 2028.

Interest on the Unsecured Notes will accrue at a rate of 4.875% per year, payable semi-annually in cash in arrears on June 30 and December 30 of each year, commencing December 30, 2021. The New Unsecured Notes will mature on July 1, 2029.

Guarantees; Ranking; Security

Prior to the closing of the Acquisition and the Escrow Release Date, the New Notes will not be guaranteed, but will be the Issuer's senior secured obligations, secured by a first-priority security interest in the applicable escrow account and all deposits and investment property therein.

From and after the Escrow Release Date, the New Notes of each series will be guaranteed by the Company's indirect wholly-owned subsidiary Camelot UK Holdco Limited ("Holdings"), Holdings' direct wholly-owned subsidiary Camelot UK Bidco Limited ("UK Holdco") and each of UK Holdco's restricted subsidiaries (other than the Issuer) that guarantees or incurs indebtedness under the Credit Facility (as defined below) on such date (collectively, the "Guarantors"). The New Notes of each series and the guarantees will rank senior in right of payment to all of the Issuer's and the Guarantors' future subordinated indebtedness and other obligations that expressly provide for their subordination to the New Notes and the related guarantees and will be structurally subordinated to the existing and future indebtedness, claims of holders of preferred stock and other liabilities of any subsidiary of UK Holdco that is not a guarantor or issuer of the New Notes.

From and after the Escrow Release Date, the New Secured Notes will be the Issuer's and the Guarantors' senior (and, following the grant of security interests, secured) obligations, and the New Secured Notes and the related guarantees will rank equally in right of payment with all of the Issuer's and Guarantors' existing and future senior indebtedness, effectively pari passu in right of priority as to the collateral that secures the New Secured Notes with respect to any other first-priority lien obligations of the Issuer and the Guarantors, and effectively senior to all existing and future indebtedness of the Issuer that is

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not secured by a lien on such collateral (including the New Unsecured Notes), to the extent of the value of such collateral. After the Escrow Release Date and the grant of security interests, the New Secured Notes will, subject to permitted liens and other exceptions, be secured by liens on a first-priority basis on substantially all of the Issuer's and the Guarantors' tangible and intangible assets, then owned or thereafter acquired, that secure borrowings under that certain Credit Agreement entered into on October 31, 2019 by certain of the Company's subsidiaries as borrowers and guarantor, the financial institutions named therein and Bank of America, N.A., as administrative agent (as amended or supplemented, the "Credit Facility"). The security interests in the collateral securing the New Secured Notes will not be required to be in place on the Escrow Release Date, but the Issuer will be required to use commercially reasonable efforts to cause such security interests to be put in place no later than (x) 30 days after the Escrow Release Date with respect to assets located in the United States owned by the Issuer and Guarantors organized in the United States and (y) 120 days after the Escrow Release Date with respect to other assets.

From and after the Escrow Release Date, the New Unsecured Notes will be the Issuer's and the Guarantors' senior unsecured obligations, and the New Unsecured Notes and the related guarantees will rank equally in right of payment with all of the Issuer's and Guarantors' existing and future senior indebtedness, effectively subordinated to any of the Issuer's and the Guarantors' existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness.

Optional Redemption

The New Notes will be redeemable on or after June 30, 2024 at the redemption . . .

Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement

Special Mandatory Redemption

On August 18, 2021, the Issuer sent notices of redemption to all holders of Old Secured Notes and Old Unsecured Notes who did not validly tender such notes in the Exchange Offers in accordance with the terms of the Old Notes (the "Untendered Notes"). The redemption date for the Untendered Notes is August 23, 2021 (the "Special Mandatory Redemption Date").

The redemption price for each series of Old Notes will equal 100% of the principal amount of such Untendered Notes, plus accrued but unpaid interest to, but excluding, the Special Mandatory Redemption Date. The redemption of the Untendered Notes of each series is being made only in accordance with the indenture governing the applicable series of Old Notes.

The Company anticipates that, following the redemptions described above, it will continue to have access to sufficient funds to consummate the Acquisition.

Item 8.01. Other Events

On the Settlement Date, the Issuer completed its previously announced Exchange Offers to exchange all validly tendered and not validly withdrawn Old Notes for the New Notes. The Exchange Offers were open only to certain investors. Pursuant to the Exchange Offers, the aggregate principal amounts of the Old Notes set forth below were validly tendered and not validly withdrawn, and were accepted by the Issuer and subsequently cancelled:

(i) $921,177,000 aggregate principal amount of Old Secured Notes; and

(ii) $921,399,000 aggregate principal amount of Old Unsecured Notes.

Following such cancellation, (i) $78,823,000 aggregate principal amount of Old Secured Notes remained outstanding; and (ii) $78,601,000 aggregate principal amount of Old Unsecured Notes remained outstanding. The Issuer is redeeming such remaining outstanding Old Secured Notes and Old Unsecured Notes as described under Item 2.04 above.

In connection with the settlement of the Exchange Offers, the Issuer (i) issued $921,177,000 aggregate principal amount of its New Secured Notes; and (ii) issued $921,399,000 aggregate principal amount of its New Unsecured Notes.

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Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
    No.      Description
               Indenture, dated August 19, 2021, between the Issuer and Wilmington Trust,
    4.1      National Association, as trustee and collateral agent, relating to the Issuer's
             3.875% senior secured notes due 2028.
               Indenture, dated August 19, 2021, between the Issuer and Wilmington Trust,
    4.2      National Association, as trustee, relating to the Issuer's 4.875% senior notes
             due 2029.
    4.3        Form of 3.875% senior secured note due 2028 (included in Exhibit 4.1)
               Form of     4    .875% senior     note due 202    9     (included in Exhibit
    4.4      4.    2    )
    99.1       Press release issued by Clarivate Plc dated August 1    9    , 2021
    104      Cover Page Interactive Data File (embedded within the Inline XBRL document).

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