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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of report (date of earliest event reported): June 9, 2022

 

CLARIVATE PLC 

(Exact name of registrant as specified in its charter)

 

Jersey, Channel Islands

(State or other jurisdiction of incorporation or organization)

 

001-38911

(Commission File Number)

 

N/A

(I.R.S. Employer Identification No.)

 

70 St. Mary Axe 

London EC3A 8BE
United Kingdom

(Address of Principal Executive Offices)

 

(44) 207-433-4000

 Registrant’s telephone number, including area code

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
Ordinary shares CLVT New York Stock Exchange
5.25% Series A Mandatory Convertible Preferred Shares, no par value CLVT PR A New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

As previously announced, Clarivate Plc (the “Company” or “Clarivate”), a global leader in providing trusted information and insights to accelerate the pace of innovation, will present at the William Blair 42nd Annual Growth Stock Conference on Thursday, June 9, 2022 at 1:20 pm Central Time (2:20 pm Eastern Time) at https://wsw.com/webcast/blair66/clan/1909332, which will be available for replay. See Exhibit 99.1 for certain presentations that Company management is delivering at the William Blair conference.

 

2022 Outlook

 

On July 9, 2022, Clarivate announced that it reaffirmed its guidance previously announced on May 9, 2022 for the year ending December 31, 2022.

 

The full year 2022 outlook presented below assumes no further currency movements, acquisitions, divestitures, or unanticipated events.

 

    2022 Outlook
Revenues   $2.80B to $2.88B
Adjusted EBITDA   $1.16B to $1.22B
Adjusted EBITDA margin   41% to 42%
Adjusted diluted EPS   $0.85 to $0.95
Adjusted Free Cash Flow   $675M to $725M

 

Adjusted diluted EPS for 2022 is calculated based on approximately 741.7 million fully diluted weighted average shares outstanding.

 

See Exhibit 99.1 for important disclosures and reconciliations of these financial measures to the most directly comparable U.S. generally accepted accounting principles (“GAAP”) measure.

 

Forward-Looking Statements

This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: guidance outlook and predictions relating to expected operating results, such as revenue growth and earnings; strategic actions such as acquisitions, joint ventures, and dispositions, including the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our ability to successfully realize cost savings initiatives and transition services expenses; our belief that we have sufficient liquidity to fund our ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, the COVID-19 pandemic and governmental responses thereto, contingent liabilities, and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption “Risk Factors” in our annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or on our website at www.clarivate.com.

 

 

 

 

No Incorporation by Reference

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 filing pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

 

No.   Description
99.1   Supplemental Information dated June 9, 2022.
104    Cover page of this Current Report on Form 8-K formatted in Inline XBRL.

 

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  CLARIVATE PLC
   
Date: June 9, 2022 By: /s/ Jonathan Collins
  Name:   Jonathan Collins
    Executive Vice President and Chief Financial Officer

 

 

 

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