LONDON, Aug. 19, 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 settlement of the previously
announced private offers to exchange (the "Exchange Offers"), by
Clarivate Science Holdings Corporation, its indirect wholly owned
subsidiary ("CSHC"), any and all of its outstanding 3.875% Senior
Secured Notes due 2028 (the "Old Secured Notes") and 4.875% Senior
Notes due 2029 (the "Old Unsecured Notes" and, together with the
Old Secured Notes, the "Old Notes") for two new series of CSHC's
senior notes (collectively, the "New Notes").
On August 19, 2021 (the
"Settlement Date"), CSHC accepted tenders from holders of
$921,177,000 aggregate principal
amount of Old Secured Notes and $921,399,000 aggregate principal amount of Old
Unsecured Notes. In total, 92.1% of the outstanding principal
amount of the Old Notes were validly tendered and accepted by CSHC
for exchange in the Exchange Offers. CSHC issued and delivered to
Eligible Holders (as defined below) who validly tendered their Old
Notes an aggregate principal amount of $921,177,000 of its newly-issued 3.875% Senior
Secured Notes due 2028 and $921,399,000 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. The Old Notes, which
contained 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, were exchanged for New Notes which extend such end
date to April 29, 2022, among other
changes. CSHC did not receive any cash proceeds from the Exchange
Offers, and no accrued but unpaid interest was 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.
On August 18, 2021, CSHC sent
notices of redemption to all holders of Old Notes who did not
validly tender such notes in the Exchange Offers in accordance with
the terms of the Old Notes (the "Untendered Notes"). The redemption
date for the Untendered Notes is August 23,
2021. The redemption price for each series of Old Notes will
equal 100% of the principal amount of such Untendered Notes, plus
accrued but unpaid interest to, but excluding, the redemption date.
The redemption of the Untendered Notes of each series is being made
only in accordance with the indenture governing the applicable
series of Old Notes.
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
issued, and copies of the offering materials relating thereto 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 such
offering materials. 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.
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 only to such persons and in such
jurisdictions as is permitted under applicable law.
Global Bondholder Services Corporation acted as the exchange
agent and information agent for the Old Notes in the Exchange
Offers. Questions or requests for assistance related to the
Exchange Offers may be directed to Global Bondholder Services
Corporation at (866) 470-3900 (toll free) or (212) 430-3774
(collect).
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; 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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