Clarivate Plc announced the commencement of a private offering (the “Offering”) of $1.0 billion of senior secured notes due 2028 (the "Secured Notes") and $1.0 billion of senior notes due 2029 (the “Unsecured Notes” and, together with the Secured Notes, the “Notes”). The Notes are expected to be issued by Clarivate Science Holdings Corporation (the “Issuer”), an indirect wholly-owned subsidiary of Clarivate, subject to market and other conditions. Clarivate intends to use the net proceeds from the Offering, together with the net proceeds of its previously announced equity offerings and cash on hand, to finance the purchase price for its pending acquisition of ProQuest announced on May 17, 2021 (the “Acquisition”), and to pay related fees and expenses. The closing of the Offering is not conditioned on, and will be consummated prior to, closing of the Acquisition. As a result, concurrently with the closing of the Offering, the Issuer will deposit the gross proceeds of the Offering into segregated escrow accounts. If the escrow conditions (which include conditions relating to the consummation of the Acquisition) are not satisfied on or prior to November 8, 2021, or if it is otherwise determined that any of the applicable escrow release conditions will not be satisfied, the Notes will be redeemed at a price equal to 100% of the initial issue price of the Notes, plus accrued and unpaid interest, if any, from the issue date of the Notes, up to, but excluding, the date of such special mandatory redemption. Prior to closing of the Acquisition, the Notes will not be guaranteed, but will be secured by a first-priority security interest in the escrow accounts.