LONDON, Aug. 16, 2021 /PRNewswire/ -- Clarivate Plc
(NYSE: CLVT) (the "Company" or "Clarivate"), a global leader
in providing trusted information and insights to accelerate the
pace of innovation, announced the expiration of two separate
private offers to exchange (the "Exchange Offers"), by Clarivate
Science Holdings Corporation, its indirect wholly owned subsidiary
("CSHC"), any and all of the outstanding notes listed in the table
below (collectively, the "Old Notes") for two new series of CSHC's
senior notes (collectively, the "New Notes"). The Old Notes, which
contain a provision requiring Clarivate to redeem such notes if its
previously announced acquisition of ProQuest has not been
consummated on or before November 8,
2021, are being exchanged for New Notes which extend such
end date to April 29, 2022, among
other changes, on the terms and subject to the conditions set forth
in the Offering Memorandum dated August 9,
2021 (the "Offering Memorandum" and, together with the
eligibility letter and the notice of guaranteed delivery, the
"Exchange Offer Documents").
The Exchange Offers expired at 5:00
p.m., New York City time,
on August 13, 2021 (the "Expiration
Date"). The "Settlement Date" will be promptly following the
Expiration Date and is expected to be August
19, 2021. The table below provides the aggregate principal
amount of each series of Old Notes validly tendered and not validly
withdrawn at or prior to the Expiration Date, which CSHC expects to
accept on the Settlement Date in connection with the Exchange
Offers.
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CUSIP / ISIN
No.
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|
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|
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Title of Series of
Old Notes to
be Exchanged
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Principal
Amount
Outstanding
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Rule
144A
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Regulation
S
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Principal
Amount
Tendered and Expected to be Accepted
for Exchange(1)(2)
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3.875% Senior Secured
Notes
due 2028
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$
1,000,000,000
|
18064PAA7 /
US18064PAA75
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U1800QAA7 /
USU1800QAA77
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$920,897,000
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4.875% Senior Notes
due 2029
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$
1,000,000,000
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18064PAB5 /
US18064PAB58
|
U1800QAB5 /
USU1800QAB50
|
$920,349,000
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(1) Reflects
the aggregate principal amount of each series of Old Notes that
have been validly tendered and not validly withdrawn as of the
Expiration Date, based on information provided by the exchange
agent to CSHC.
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(2) The
principal amounts tendered and expected to be accepted for
exchange, as reflected in the table above, do not include any
amounts of Old Notes that may be validly tendered pursuant to
guaranteed delivery procedures and accepted for exchange pursuant
to the Exchange Offers.
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In accordance with the terms of the Exchange Offers, CSHC
expects to accept, on the Settlement Date, all of the Old Notes
validly tendered and not validly withdrawn. Upon the terms and
subject to the conditions set forth in the Exchange Offer
Documents, Eligible Holders (as defined below) who (i) validly
tendered and who did not validly withdraw Old Notes at or prior to
the Expiration Date or (ii) delivered a properly completed and duly
executed notice of guaranteed delivery and all other required
documents at or prior to the Expiration Date and who tender their
Old Notes at or prior to 5:00 p.m.,
New York City time, on
August 17, 2021 pursuant to
guaranteed delivery procedures, and whose Old Notes are accepted
for exchange by CSHC, will receive $1,000 principal amount of the applicable series
of New Notes for every $1,000
principal amount of Old Notes tendered, constituting the applicable
Total Consideration specified in the table above. Eligible Holders
were required to tender the applicable minimum denominations in
order to receive the applicable Total Consideration.
Upon the terms and subject to the conditions set forth in the
Offering Memorandum, on the Settlement Date, CSHC expects to
deliver an aggregate principal amount of (i) $920,897,000 of its newly-issued 3.875% Senior
Secured Notes due 2028 and (ii) $920,349,000 of its newly-issued 4.875% Senior
Notes due 2029, in each case for the respective series of Old Notes
validly tendered and accepted by CSHC.
CSHC will not receive any cash proceeds from the Exchange
Offers. The actual aggregate principal amounts of New Notes that
will be issued on the Settlement Date are subject to change based
on deliveries under the guaranteed delivery procedures and the
final validation of tenders.
CSHC will deliver New Notes in exchange for Old Notes accepted
for exchange in the Exchange Offers on the Settlement Date. No
accrued but unpaid interest will be paid on the Old Notes in
connection with the Exchange Offers. However, interest on each New
Note will accrue from the original issue date of the tendered Old
Note.
As previously announced, CSHC intends to redeem any Old Notes
not exchanged in the Exchange Offers in accordance with the terms
of the Old Notes, at a redemption price equal to 100% of the
principal amount of such Old Notes, plus accrued but unpaid
interest to, but excluding, the date of such special mandatory
redemption. This announcement shall not constitute a notice of
redemption of the Old Notes of either series, or a written
notification in respect of such matters; any redemption of the Old
Notes of either series will be made only in accordance with the
indenture governing the applicable series of Old Notes.
Each Exchange Offer is subject to certain customary conditions,
including that we will not be obligated to consummate the Exchange
Offers upon the occurrence of an event or events or the likely
occurrence of an event or events that would or might reasonably be
expected to prohibit, restrict or delay the consummation of the
Exchange Offers or materially impair the contemplated benefits to
us of the Exchange Offers. Subject to applicable law, Clarivate
reserves the right, in its sole discretion, to waive any of the
conditions of any of the Exchange Offers, in whole or in part, and
may terminate the Exchange Offer at any time.
The Exchange Offers were not registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"). The
Exchange Offers were only made, the New Notes were only offered and
will only be issued, and copies of the Offering Memorandum were
only made available, to a holder of Old Notes who has certified its
status as either (a) a "qualified institutional buyer" as defined
in Rule 144A under the Securities Act, in a private transaction in
reliance upon an exemption from the registration requirements of
the Securities Act or (b) a person other than a "U.S. person," as
that term is defined in Rule 902 under the Securities Act, in an
offshore transaction outside the United
States, in reliance upon Regulation S under the Securities
Act and not a "Disqualified Non-U.S. Holder," as defined in the
Offering Memorandum. The term "Eligible Holders" refers to holders
of Old Notes who certified to CSHC that they were eligible to
participate in the Exchange Offers pursuant to at least one of the
foregoing conditions.
Only Eligible Holders who have confirmed they are Eligible
Holders via the eligibility letter were authorized to receive or
review the Exchange Offer Documents or to participate in the
Exchange Offers.
The New Notes have not been registered under the Securities Act
or any state securities laws. Therefore, the New Notes may not be
offered or sold in the United
States absent an applicable exemption from the registration
requirements of the Securities Act and any applicable state
securities laws.
This press release is not an offer to sell or a solicitation of
an offer to buy any of the securities described herein. The
Exchange Offers were made solely by the Exchange Offer Documents
and only to such persons and in such jurisdictions as is permitted
under applicable law.
Global Bondholder Services Corporation is acting as the exchange
agent and information agent for the Old Notes in the Exchange
Offers. Documents relating to the Exchange Offers were only
distributed to holders of Old Notes who certified that they are
Eligible Holders. Questions or requests for assistance related to
the Exchange Offers or for additional copies of the Exchange Offer
Documents may be directed to Global Bondholder Services Corporation
at (866) 470-3900 (toll free) or (212) 430-3774 (collect). You may
also contact your broker, dealer, commercial bank, trust company or
other nominee for assistance concerning the Exchange Offers. The
Exchange Offer Documents can be accessed at the following link:
https://gbsc-usa.com/eligibility/clarivate.
About Clarivate
Clarivate is a global leader in providing solutions to
accelerate the lifecycle of innovation. Our bold mission is to help
customers solve some of the world's most complex problems by
providing actionable information and insights that reduce the time
from new ideas to life-changing inventions in the areas of science
and intellectual property. We help customers discover, protect and
commercialize their inventions using our trusted subscription and
technology-based solutions coupled with deep domain expertise.
Cautionary Note Regarding 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; our expectations around our ability to consummate our
pending acquisition of ProQuest, which is subject to customary
closing conditions including receipt of approval under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976; any actions
we may take in connection with financing the ProQuest acquisition,
including actions in respect of the Old Notes; 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 sufficiently 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 most recent annual report on Form
10-K, as amended, 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.
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SOURCE Clarivate Plc