8-K
CLARIVATE PLC (CLVT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 1, 2022 (October 31, 2022)
CLARIVATE PLC
(Exact name of registrant as specified in its charter)
Jersey, Channel Islands
(State or other jurisdiction of incorporation)
| 001-38911 | N/A |
|---|---|
| (Commission File Number) | (I.R.S. Employer Identification No.) |
70 St. Mary Axe
London
EC3A
8BE UnitedKingdom
(Address of principal executive offices)
Not applicable
(Zip Code)
(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:
| ¨ | Written communications pursuant to Rule 425 under<br>the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under<br>the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)<br>under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)<br>under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| Ordinary shares, no par value | 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. |
|---|
On November 1, 2022, Clarivate Plc (the “Company” or “Clarivate”) issued a press release announcing that it has successfully completed the previously announced divestiture of MarkMonitor™ to Newfold Digital (“Newfold”). Clarivate expects to use the net cash proceeds it receives from the $302.5 million sale price, $10.6 million of which is expected to be received after completing deferred closings in certain foreign jurisdictions, to reduce its outstanding debt.
The press release is furnished as Exhibit 99.1 hereto and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any registration statement or other document 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 Statementsand Exhibits. |
|---|
(d) Exhibits
| No. | Description |
|---|---|
| 99.1 | Press Release, dated November 1, 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: November 1, 2022 | By: /s/ Jonathan Collins |
| Name: Jonathan Collins | |
| Title: Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Clarivate Successfully Completes Divestitureof MarkMonitor to Newfold Digital
London, U.K., November 1, 2022 – Clarivate Plc (NYSE:CLVT), a global leader in providing trusted information and insights to accelerate the pace of innovation today announced that it has successfully completed the divestiture of MarkMonitor™, an industry-leading enterprise-level provider of domain management solutions, to Newfold Digital (“Newfold”), a leading web and commerce technology provider backed by affiliates of Clearlake Capital Group, L.P. (“Clearlake”) and Siris Capital Group, LLC (“Siris”). Previously, Clarivate announced on September 12, 2022, its intent to divest MarkMonitor to Newfold.
Divesting MarkMonitor helps Clarivate focus on investing in its core intellectual property portfolio, including IP lifecycle management and IP intelligence. Clarivate expects to use the net cash proceeds it receives from the $302.5 million sale price, $10.6 million of which is expected to be received after completing deferred closings in certain foreign jurisdictions, to reduce its outstanding debt.
Evercore acted as financial advisor and Blank Rome LLP acted as legal advisor to Clarivate. Sidley Austin LLP acted as legal adviser and RBC Capital Markets and J.P. Morgan Securities LLC acted as financial advisors to Newfold, with BNP PARIBAS, Deutsche Bank, Mizuho and UBS Investment Bank also providing advice.
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About ClarivateClarivate™ is a global leader in providing solutions to accelerate the pace 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 Academia & Government, Life Sciences & Healthcare, Professional Services and Consumer Goods, Manufacturing & Technology. We help customers discover, protect and commercialize their inventions using our trusted subscription and technology-based solutions coupled with deep domain expertise. For more information, please visit clarivate.com.
About Newfold DigitalNewfold Digital is a leading web and commerce technology company serving nearly 7 million customers globally. Established in 2021 through the combination of leading web services providers Endurance Web Presence and Web.com Group, our portfolio of brands includes: Bluehost, CrazyDomains, HostGator, Network Solutions, Register.com, Web.com and many others. We help customers of all sizes build a digital presence that delivers results. With our extensive product offerings and personalized support, we take pride in collaborating with our customers to serve their online presence needs. Learn more about Newfold Digital at Newfold.com.
About ClearlakeClearlake Capital Group, L.P. is an investment firm founded in 2006 operating integrated businesses across private equity, credit and other related strategies. With a sector-focused approach, the firm seeks to partner with management teams by providing patient, long-term capital to businesses that can benefit from Clearlake’s operational improvement approach, O.P.S.® The firm’s core target sectors are technology, industrials, and consumer. Clearlake currently has over $70 billion of assets under management, and its senior investment principals have led or co-led over 400 investments. The firm is headquartered in Santa Monica, CA with affiliates in Dallas, TX, London, UK and Dublin. More information is available at www.clearlake.com and on Twitter @Clearlake.
About SirisSiris is a leading private equity firm that invests primarily in mature technology and telecommunications companies with mission-critical products and services, facing industry changes or other significant transitions. Siris’ development of proprietary research to identify opportunities and its extensive collaboration with its Executive Partners and Advisors are integral to its approach. Siris’ Executive Partners and Advisors are experienced senior operating executives that actively participate in key aspects of the transaction lifecycle to help identify opportunities and drive strategic and operational value. Siris is based in New York and West Palm Beach, and has raised nearly $6 billion in cumulative capital commitments. www.siris.com.
Newfold contact details
Media Contact
Nicole Cassis, Vice President-Communications
Nicole.cassis@newfold.com
Clarivate contact details
Media Contact
Amy Bourke Waite, Snr Director, Corporate Communications
newsroom@clarivate.com
Investor Relations Contact
Mark Donohue, Head of Investor Relations
mark.donohue@clarivate.com