UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CLARIVATE PLC
(Exact name of registrant as specified in its charter)
| Jersey,
Channel Islands |
Not
Applicable |
(State
or other jurisdiction
of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
| |
|
|
70 St. Mary Axe
London, EC3A 8BE
United Kingdom
|
Not Applicable
(Zip Code)
|
| (Address
of principal executive offices) |
|
Securities to be registered pursuant to
Section 12(b) of the Act:
|
Title of each class to be so registered
|
|
Name of each exchange on which each class is to be
registered
|
| Series B
Preferred Shares Purchase Rights |
|
New
York Stock Exchange |
If this form relates to the
registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective
pursuant to General Instruction A.(c) or (e), check the
following box. x
If this form relates to the
registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective
pursuant to General Instruction A.(d) or (e), check the
following box. ¨
If this form relates to the
registration of a class of securities concurrently with a
Regulation A offering, check the following box. ¨
Securities Act registration statement or Regulation A offering
statement file number to which this form relates: N/A.
Securities to be registered pursuant to
Section 12(g) of the Act:
None
| Item
1. |
Description
of Registrant’s
Securities to be Registered. |
Introduction
On
December 21, 2022, the Board of Directors of Clarivate Plc
(the “Company”) declared a dividend of one preferred share
purchase right (a “Right”) for each outstanding ordinary
share, no par value per share (the “Ordinary Shares”), of
the Company. The dividend is payable on January 1, 2023 (the
“Record Date”) to holders of record as of the close of
business on that date. The description and terms of the Rights are
set forth in a Tax Benefits Preservation Plan (the “Tax Benefits
Preservation Plan”) between the Company and Continental Stock
Transfer & Trust Company, as Rights Agent (the “Rights
Agent”).
The Board
of Directors has adopted the Tax Benefits Preservation Plan to
protect the availability of the Company’s U.S. net operating
loss carryforwards (“NOLs”) and certain other U.S. tax
attributes, which can be utilized in certain circumstances to
offset future U.S. tax liabilities. The Company’s ability to use
these NOLs and other tax attributes would be substantially limited
if it experienced an “ownership change” within the meaning of
Section 382 of the Internal Revenue Code, which could occur if
“5% shareholders” (determined under Section 382) increased
their ownership of the Company’s Ordinary Shares by more than 50
percentage points over a rolling three-year period. The Tax
Benefits Preservation Plan is intended to reduce the likelihood of
such an ownership change at the Company by deterring any person or
group that would be treated as a 5% shareholder from acquiring
beneficial ownership, as determined for relevant tax purposes, of
either (i) 4.9% or more of the outstanding Ordinary Shares of
the Company or (ii) 4.9% or more (by value) of the Company’s
capital stock, and deterring existing shareholders who currently
meet or exceed this ownership threshold from acquiring additional
Company stock. Acquisitions of the Company’s outstanding 5.25%
Series A mandatory convertible preferred shares are taken into
account for purposes of these ownership thresholds, determined on
an as-converted basis in accordance with applicable U.S. securities
laws or on the basis of the value of such shares, as applicable.
Any such person or group is an “Acquiring Person” within the
meaning of the Tax Benefits Preservation Plan. The Tax Benefits
Preservation Plan should not interfere with any merger or other
business combination approved by the Board of Directors. A summary
of the terms of the Tax Benefits Preservation Plan follows.
This
description is only a summary, and is not complete, and should be
read together with the entire Tax Benefits Preservation Plan, which
has been filed as an exhibit to this Form 8-A. A copy
of the Tax Benefits Preservation Plan is available free of charge
from the Company.
The Rights
Each outstanding Ordinary Share on the Record Date will receive one
Right. Ordinary Shares issued after the Record Date and prior to
the Distribution Date (as defined below), will be issued with a
Right attached so that all Ordinary Shares outstanding prior to the
Distribution Date will have Rights attached.
Prior to the Distribution Date, the Rights will be evidenced by the
certificates for and will be transferred with the Ordinary Shares,
and the registered holders of the Ordinary Shares will be deemed to
be the registered holders of the Rights. After the Distribution
Date, the Rights Agent will mail separate certificates evidencing
the Rights to each record holder of the Ordinary Shares as of the
close of business on the Distribution Date, and thereafter the
Rights will be transferable separately from the Ordinary Shares.
The “Distribution Date” generally means the earlier of
(i) the close of business on the 10th business day after the
date of the first public announcement that a person (other than the
Company or any of its subsidiaries or any employee benefit plan of
the Company or any such subsidiary) has become an Acquiring Person
and (ii) the close of business on the 10th business day (or
such later day as may be designated by the Board of Directors
before any person has become an Acquiring Person) after the date of
the commencement of a tender or exchange offer by any person which
would or could, if consummated, result in such person becoming an
Acquiring Person.
Rights holders in their capacity as such have no rights as a
shareholder of the Company, including the right to vote and to
receive dividends.
Exercisability
Prior to
the Distribution Date, the Rights will not be exercisable to
purchase Series B Participating Cumulative Preferred Shares,
no par value per share (the “Preferred Shares”).
After the Distribution Date, each Right will be exercisable to
purchase, for $42.00 (the “Purchase Price”), one
one-thousandth of a Preferred Share (subject to adjustment). The
terms and conditions of the Rights are set forth in the Tax
Benefits Preservation Plan, attached hereto as
Exhibit 4.1.
At any time after any person has become an Acquiring Person (but
before the occurrence of any of the events described in the second
succeeding paragraph), each Right (other than Rights beneficially
owned by the Acquiring Person, its affiliates and associates) will
entitle the holder to purchase, for the Purchase Price, a number of
shares of Ordinary Shares having an aggregate market value of twice
the Purchase Price. The Tax Benefit Preservation Plan contains an
exception from the definition of an Acquiring Person for persons or
groups who, immediately prior to the date of this initial
announcement, are beneficial owners of 4.9% or more of the Ordinary
Shares or of the Company’s stock (as measured for tax purposes)
then outstanding to the extent such persons or groups do not
acquire additional Ordinary Shares or additional stock of the
Company (as measured for tax purposes). The Board of Directors has
the discretion to exempt any person or group from the provisions of
the Tax Benefits Preservation Plan.
At any time after any person has become an Acquiring Person (but
before any person becomes the beneficial owner of 50% or more of
the outstanding Ordinary Shares or the occurrence of any of the
events described in the next paragraph), the Board of Directors may
exchange all or part of the Rights (other than Rights beneficially
owned by an Acquiring Person, its affiliates and associates) for
Ordinary Shares at an exchange ratio of one Ordinary Share per
Right.
If, after
any person has become an Acquiring Person, (1) the Company is
involved in a merger or other business combination in which the
Company is not the surviving corporation or its Ordinary Shares is
exchanged for other securities or assets or (2) the Company
and/or one or more of its subsidiaries sell or otherwise transfer
assets or earning power aggregating more than 50% of the assets or
earning power of the Company and its subsidiaries, taken as a
whole, then each Right (other than Rights beneficially owned by an
Acquiring Person, its affiliates and associates) will entitle the
holder to purchase, for the Purchase Price, a number of ordinary
shares of the other party to such business combination or sale (or
in certain circumstances, an affiliate) having a market value of
twice the Purchase Price.
Preferred Shares
The value of one one-thousandth interest in a Preferred Share
should approximate the value of one Ordinary Share, subject to
adjustment. Each one one-thousandth of a Preferred Share, if
issued:
| |
• |
will
not be redeemable, |
| |
• |
will
entitle holders to quarterly dividend payments of $0.01 per share,
or an amount equal to the dividend paid on one Ordinary Share,
whichever is greater, |
| |
• |
will
entitle holders upon liquidation either to receive $1.00 per share
or an amount equal to the payment made on one Ordinary Share,
whichever is greater, |
| |
• |
will
have the same voting power as one Ordinary Share, and |
| |
• |
if
Ordinary Shares are exchanged via merger, consolidation, or a
similar transaction, will entitle holders to a per share payment
equal to the payment made on one Ordinary Share. |
Expiration
The Rights will expire on the close of business of October 31,
2023, unless earlier exchanged or redeemed.
Redemption
The Board
of Directors may redeem all of the Rights at a price of
$0.001 per Right at any time before any person has become an
Acquiring Person. If the Board of Directors redeems any Rights, it
must redeem all of the Rights. Once the Rights are redeemed, the
only right of the holders of Rights will be to receive the
redemption price per Right. The redemption price will be subject to
adjustment.
Amendment
For so long as the Rights are redeemable, the Tax Benefits
Preservation Plan may be amended in any respect. At any time when
the Rights are no longer redeemable, the Tax Benefits Preservation
Plan may be amended in any respect that does not adversely affect
Rights holders (other than any Acquiring Person, its affiliates and
associates), to cure any ambiguity or to correct any inconsistent
provision of the Tax Benefits Preservation Plan.
Antidilution
The Tax Benefits Preservation Plan includes antidilution provisions
designed to discourage efforts to diminish the effectiveness of the
Rights.
A copy of the Tax Benefits Preservation Plan is available free
of charge from the Company. The foregoing description of the Tax
Benefits Preservation Plan is qualified in its entirety by
reference to the full text of the Tax Benefits Preservation Plan,
as amended from time to time, the complete terms of which are
incorporated herein by reference. A copy of the Tax Benefits
Preservation Plan has been filed as Exhibit 1 to this
Registration Statement.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
| |
|
CLARIVATE
PLC |
| |
|
|
| Date:
December 22, 2022 |
By: |
/s/
Jonathan Collins |
| |
Name: |
Jonathan
Collins |
| |
Title: |
Executive
Vice President & Chief Financial Officer |
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