Clarivate Plc (NYSE:CLVT) entered into a definitive agreement to acquire ProQuest LLC from Cambridge Information Group, Inc., Atairos Management, L.P., Goldman Sachs Private Equity Group and others for $5.3 billion on May 15, 2021. Under the terms of the consideration, the transaction will be settled through a cash payment of approximately $4 billion including refinancing of $1 billion net debt of ProQuest and 46,910,923 Clarivate ordinary shares. In connection with the transaction, Clarivate has secured a backstop consisting of a $4 billion fully committed unsecured bridge facility from Citi and Goldman Sachs & Co. LLC. Clarivate intends to obtain long-term financing and capital of $3.9 billion net of issuance and related costs and expenses, from long-term borrowings, Mandatory Convertible Preferred Shares and Common Share offerings before the closing of the transaction. As of June 10, 2021, Clarivate announced commencement of offering of $1.0 billion senior secured notes and $1.0 billion senior notes. As of June 11, 2021, Clarivate is offering $1.25 billion of its convertible preferred shares which will result in $1.211 billion in net proceeds. Additionally, Clarivate is also offering to the public 28,846,154 ordinary shares and certain selling shareholders are offering to the public 9,615,384 ordinary shares which will result in $725.7 million in net proceeds. The proceeds from these offerings will be used to finance the acquisition. ProQuest LLC had revenues of $876 million, net income of $200 million and adjusted EBITDA of $253 million in 2020.

Upon completion of the transaction, two members of the ProQuest Board will join the Clarivate Board, including Andy Snyder, who will have the position of Vice Chairman of the Clarivate Board, and Michael Angelakis. The transaction is subject to customary closing conditions, including regulatory approvals and anti-trust approvals. The transaction has been approved by the boards of Clarivate and ProQuest. and is expected to close during the third quarter of 2021. As of July 28, 2021, Transaction Agreement extending the outside date for completion of the acquisition from November 8, 2021 to December 31, 2021. Although the Company hopes to be in a position to complete the proposed Acquisition in the second half of 2021, Clarivate Plc and the Seller Group each have the option to extend the new outside date to April 29, 2022. The transaction is expected to be double-digit accretive to Clarivate earnings in 2022 and mid-teens accretive in 2023.

Evercore Inc. (NYSE:EVR) acted as financial advisor and Daniel Brass, Sartaj Gill, Michael Mollerus, Kyoko Takahashi Lin, and Jesse Solomon of Davis Polk & Wardwell LLP acted as legal advisor for Clairvate. Morgan Stanley advised ProQuest. UBS Investment Bank, Goldman Sachs & Co. LLC acted as financial advisors for ProQuest. Brian Mangino, David Shaw , Joshua Thomas Coleman, Erica Jaffe, J. Christian Nahr, David L. Shaw, Tobias Caspary and Nathaniel L. Asker, Jason R. Ertel, Amir R. Ghavi, Melissa A. Meyrowitz, Adam J. Ross and Aleksandr B. Livshits of Fried, Frank, Harris, Shriver & Jacobson LLP acted as legal advisor for Cambridge Information Group and ProQuest.

Clarivate Plc (NYSE:CLVT) completed the acquisition of ProQuest LLC from Cambridge Information Group, Inc., Atairos Management, L.P., Goldman Sachs Private Equity Group and others on December 1, 2021. As of December 1, 2021, Jonathan Collins will be replacing Richard Hanks as Executive Vice President and Chief Financial Officer. Hanks will remain with Clarivate until April 1 to support the Chief Financial Officer transition. Two members of the ProQuest Board of Directors are joining the Clarivate Board, Andy Snyder, who will have the position of Vice Chairman of the Clarivate Board, and Michael Angelakis, who is Chairman and Chief Executive Officer of Atairos.