Item 8.01. Other Events.
As previously announced, on May
15, 2021, Clarivate entered into an agreement (the “Transaction Agreement”) to acquire ProQuest, a leading global software,
data and analytics provider to academic, research and national institutions, from Cambridge Information Group and certain other equityholders
(collectively, the “Seller Group”) for approximately $4.0 billion in cash, including the refinancing of approximately $1.0
billion of ProQuest debt, and approximately 46.9 million Clarivate ordinary shares.
On June 10, 2021, Clarivate announced
that it had priced an offering of its ordinary shares with net proceeds to the Company of approximately $724 million, and an offering
of its 5.25% Series A Mandatory Convertible Preferred Shares (the “Convertible Preferred Shares”) with net proceeds to the
Company of approximately $1.39 billion (which included full exercise of the underwriters’ option to purchase additional Convertible
Preferred Shares). The offerings of ordinary shares and Convertible Preferred Shares closed on June 14, 2021. Clarivate announced that
it intended to use the net proceeds from these equity offerings to finance a portion of the purchase price for the pending acquisition
of ProQuest. Pursuant to the terms of the Convertible Preferred Shares, Clarivate will have the option to redeem the Convertible Preferred
Shares, in whole but not in part, by notice given at Clarivate’s option within 75 calendar days following the earlier of (a) November 8,
2021, if completion of the ProQuest acquisition has not then occurred and (b) the date on which an “Acquisition Termination
Event” (as defined in the Convertible Preferred Shares) occurs.
Also on June 10, 2021, Clarivate
announced that its wholly owned subsidiary Clarivate Science Holdings Corporation (“CSHC”) had priced a private offering of
$1.0 billion of 3.875% senior secured notes due 2028 and $1.0 billion of 4.875% senior notes due 2029 (collectively, the “Notes”).
The offering of Notes closed on June 24, 2021. Clarivate announced that it intended to use the net proceeds from the Notes offering to
finance a portion of the purchase price for the pending acquisition of ProQuest. The proceeds from the Notes offering are currently held
in escrow pending completion of the ProQuest acquisition. Pursuant to the terms of the Notes, in the event that (a) the escrow agent and
the Notes trustee shall not have been notified on or prior to November 8, 2021 of the satisfaction of the escrow release conditions, which
include completion of the ProQuest acquisition, or (b) CSHC notifies the escrow agent and the Notes trustee that in its reasonable judgment
such escrow release conditions will not be satisfied on or prior to November 8, 2021, CSHC will be obligated to redeem all of the outstanding
Notes at a price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but not including, the
date of such redemption.
On July 28, 2021, Clarivate
received a second request for documents and other information from the Federal Trade Commission (the “FTC”), which is
reviewing the ProQuest acquisition pursuant to authority under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. In view of the FTC’s second request, on July 28, 2021, Clarivate and the Seller Group entered into an amendment
(the “Amendment”) to the 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, the Company and the Seller Group each have the option to extend the new outside date to April 29, 2022.
As noted above, Clarivate will
have the option (but not the obligation) to redeem the Convertible Preferred Shares, and CSHC will have the obligation to redeem the Notes,
in the circumstances and pursuant to the conditions described above. At this time, Clarivate has no intention to redeem the Convertible
Preferred Shares even if the ProQuest acquisition is not completed by November 8, 2021 because Clarivate currently expects the ProQuest
acquisition to be completed within the timetable contemplated by the Amendment.
With respect to the Notes, if the
ProQuest acquisition is not completed by November 8, 2021, CSHC would be obligated to redeem all outstanding Notes whether or not Clarivate
expects the ProQuest acquisition to be completed within the timetable contemplated by the Amendment. Depending on Clarivate’s expectations
with respect to the likely timing of completion of the ProQuest acquisition and Clarivate’s view of market conditions, Clarivate
currently expects either (a) to conduct an exchange offer pursuant to which CSHC would offer holders of Notes the opportunity to exchange
their Notes for substantially identical notes with escrow release conditions consistent with the timetable contemplated by the Amendment
or (b) to cause CSHC to redeem the Notes in accordance with their terms, which could include redeeming such Notes before November 8, 2021
if CSHC notifies the escrow agent and the applicable Notes trustee that in its reasonable judgment the escrow release conditions will
not be satisfied on or prior to November 8, 2021. In the event Clarivate elects to conduct such an exchange offer, for any Notes that
are not exchanged in such an exchange offer, CSHC would redeem such unexchanged Notes if and when required in accordance with their terms
at a price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but not including, the date of
such redemption. Clarivate has obtained a $2.0 billion unsecured bridge facility to provide certainty of funds if the Company does not
conduct such an exchange offer or any such exchange offer does not result in all of the Notes being exchanged, and CSHC therefore redeems
all or any portion of the Notes prior to completion of the ProQuest acquisition.
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 Notes
and the Convertible Preferred Shares; 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 2020 annual report on Form 10-K/A, along with our other filings with the 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.