Clarivate PLC S-3, filed Jul 1, 2021

Clarivate PLC (CLVT)

S-3 2021-07-01

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Added on October 16, 2026

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	Large accelerated filer ☒			Accelerated filer ☐
	Non-accelerated filer ☐			Smaller reporting company ☐
				Emerging growth company ☐


Title of Each Class of Securities to Be Registered	Amount to Be Registered		Proposed Maximum Offering Price Per Unit			Proposed Maximum Aggregate Offering Price			Amount of Registration Fee
Securities to be offered and sold by the Company:
Ordinary shares
Preferred shares
Debt securities		(1)			(1)		$	2,000,000,000		$	218,200
Warrants
Purchase contracts
Units
Ordinary shares to be sold by certain selling shareholders		218,186,639(2)		$	26.81(3)		$	5,849,583,792		$	638,190
Total										$	856,390

	Page
The Company		1
About This Prospectus		1
Where You Can Find More Information		1
Special Note On Forward-Looking Statements		3
Risk Factors		5
Use of Proceeds		6
Description of Share Capital		7
Description of Debt Securities		30
Description of Warrants		38
Description of Purchase Contracts		39
Description of Units		40
Selling Shareholders		41
Validity of Securities		46
Experts		46
Enforceability of Civil Liabilities		46

Corporate law issue	Delaware law	Jersey law
Special Meetings of Shareholders	Shareholders generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or by-laws. However, if a corporation fails to hold its annual meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder. Under Delaware corporate law, a corporation is required to set a minimum quorum of one-third of the issued and outstanding shares for a shareholders meeting.	The Jersey Companies Law does not provide for a shareholder right to put a proposal before the shareholders at the annual general meeting. However, under the Jersey Companies Law, shareholders holding 10% or more of the company’s voting rights and entitled to vote at the relevant meeting may require the directors to call a meeting of shareholders. This must be held as soon as practicable but in any case not later than two months after the date of the deposit of the requisition. The requisition shall state the objects of the meeting.
		Pursuant to the articles of association, no business may be transacted at any general meeting, other than business that is either: (a) specified in the notice of

Corporate law issue			Delaware law			Jersey law
						meeting (or any supplement thereto) given by or at the direction of the directors (or any duly authorized committee thereof) or pursuant to a requisition of meeting by holders of ordinary shares as aforesaid, (b) otherwise properly brought before an annual general meeting by or at the direction of the directors (or any duly authorized committee thereof) or (c) otherwise properly brought before an annual general meeting by any holder of ordinary shares who (1) is such a holder of record on both (x) the date of the giving of the notice by such holder provided for in the articles of association and (y) the record date for the determination of holders of ordinary shares entitled to vote at such annual general meeting and (2) complies with the notice procedures set forth in the articles of association.

Beneficial Owner	Ordinary Shares Being Offered Hereby
Beneficial Owner	Number		Percent
Leonard Green & Partners, L.P.(1)		116,666,507		18.2%
Onex(2)		60,855,384		9.5%
Castik Capital S.à r.l.(3)		38,353,642		6.0%
Baring(4)		23,665,982		3.7%
Michael Klein(5)		17,446,062		2.7%
Partners Group Access 946 L.P.(6)		16,444,070		2.6%
Jerre Stead(7)		12,455,963		1.9%
NGB Corporation(8)		8,416,825		1.3%
Partners Group Private Equity (Master Fund), LLC(9)		8,345,985		1.3%
Intertrust Trustee 2 (Guernsey) Limited(10)		6,325,860		*
Simon Webster		5,290,227		*
Sheryl von Blucher(11)		3,056,684		*
Piramal Enterprises Limited		2,895,638		*
AB Beteiligungs GmbH(12)		1,957,870		*
Toni Nijm		1,478,745		*
Patrice Durand		1,379,565		*
James Gordon Samson		1,051,571		*
Paul Woolf		1,030,384		*
Melanie Fitzpatrick		829,082		*
Mark Best		815,990		*
Patrick Simpson		795,144		*
David Cramer		694,295		*
Alexander Cregan		643,338		*
Mark Nieuwendijk		623,044		*
Anton Wallner		574,813		*
Forrest Porterfield		568,206		*

	Amount to Be Paid
Registration fee		$	856,390
Printing			*
Legal fees and expenses			*
Trustee fees			*
Rating agency fees			*
Accounting fees and expenses			*
Miscellaneous			*
Total		$	856,390

	Exhibit No.			Document
	1.1*			Form of Underwriting Agreement
	3.1			Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed on May 12, 2021)
	3.2			Statement of Rights of the 5.25% Series A Mandatory Convertible Preferred Shares of Clarivate Plc, effective June 14, 2021 (incorporated by reference to Exhibit 3.1 to the current report on Form 8-K of the Company filed with the SEC on June 14, 2021).
	3.3			Form of Certificate of the 5.25% Series A Mandatory Convertible Preferred Shares (included as Exhibit A to Exhibit 3.2).
	4.1			Form of Indenture between the Company and the trustee to be named therein (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 filed with the SEC on June 19, 2020).
	4.2			Form of Note (included in Exhibit 4.1)
	4.3			Warrant Agreement dated as of September 6, 2018 between Churchill Capital Corp and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.4 to Churchill Capital Corp’s current report on Form 8-K filed on September 12, 2018)
	4.4*			Form of Warrant Agreement
	4.5*			Form of Purchase Contract
	4.6*			Form of Unit Agreement

	Exhibit No.			Document
	5.1			Opinion of Davis Polk & Wardwell LLP
	5.2			Opinion of Ogier
	23.1			Consent of PricewaterhouseCoopers LLP
	23.2			Consent of KPMG LLP
	23.3			Consent of Deloitte & Touche LLP
	23.4			Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
	23.5			Consent of Ogier (included in Exhibit 5.2)
	24.1			Power of Attorney (included on the signature pages hereof)
	25.1*			Statement of Eligibility on Form T-1

	Signature			Title
	/s/ Jerre Stead Jerre Stead			Executive Chairman and Chief Executive Officer (principal executive officer)
	/s/ Richard Hanks Richard Hanks			Chief Financial Officer (principal financial officer)
	/s/ Christie Archbold Christie Archbold			Chief Accounting Officer (principal financial officer)
	/s/ Valeria Alberola Valeria Alberola			Director
	/s/ Sheryl von Blucher Sheryl von Blucher			Director
	/s/ Usama N. Cortas Usama N. Cortas			Director
	/s/ Kosty Gilis Kosty Gilis			Director
	/s/ Balakrishnan S. Iyer Balakrishnan S. Iyer			Director
	/s/ Adam T. Levyn Adam T. Levyn			Director
	/s/ Nicholas Macksey Nicholas Macksey			Director
	/s/ Anthony Munk Anthony Munk			Director
	/s/ Charles J. Neral			Director

	Signature			Title
	Charles J. Neral
	/s/ Jane Okun Bomba Jane Okun Bomba			Director
	/s/ Richard W. Roedel Richard W. Roedel			Director
	/s/ Roxanne White Roxanne White			Director

Clarivate Plc 4^th Floor, St Paul's Gate 22-24 New Street St Helier Jersey JE1 4TR		D: +44 1534 514071
		E: richard.daggett@ogier.com

		Ref: RJD/APS/178835.00003

		1 July 2021

Corporate law issue	Delaware law	Jersey law
	business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
Interested Director Transactions	Interested director transactions are permissible and may not be legally voided if: • either a majority of disinterested directors, or a majority in interest of holders of shares of the corporation’s capital stock entitled to vote upon the matter, approves the transaction upon disclosure of all material facts; or • the transaction is determined to have been fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee thereof or the shareholders.	An interested director must disclose to the company the nature and extent of any interest in a transaction with the company, or one of its subsidiaries, which to a material extent conflicts or may conflict with the interests of the company and of which the director is aware. Failure to disclose an interest entitles the company or a shareholder to apply to the court for an order setting aside the transaction concerned and directing that the director account to the company for any profit. A transaction is not voidable and a director is not accountable notwithstanding a failure to disclose an interest if the transaction is confirmed by special resolution of shareholders (requiring a two-thirds majority of the shareholders voting) and the nature and extent of the director’s interest in the transaction are disclosed in reasonable detail in the notice calling the meeting at which the resolution is passed. Although it may still order that a director account for any profit, a court will not set aside a transaction unless it is satisfied that the interests of third parties who have acted in good faith would not thereby be unfairly prejudiced and the transaction was not

Corporate law issue	Delaware law	Jersey law
		circumstances, a holder of any such remaining shares may apply to the courts of Jersey for an order that the person making such offer not be entitled to purchase the holder’s shares or that the person purchase the holder’s shares on terms different than those under which the person made such offer. In addition, where the company and its creditors or shareholders or a class of either of them propose a compromise or arrangement between the company and its creditors or our shareholders or a class of either of them (as applicable), the courts of Jersey may order a meeting of the creditors or class of creditors or of the company’s shareholders or class of shareholders (as applicable) to be called in such a manner as the court directs. Any compromise or arrangement approved by a majority in number representing 75% or more in value of the creditors or 75% or more of the voting rights of shareholders or class of either of them (as applicable) if sanctioned by the court, is binding upon the company and all the creditors, shareholders or members of the specific class of either of them (as applicable). Whether the capital of the company is to be treated as being divided into a single or multiple class(es) of shares is a matter to be determined by the court.
		The court may in its discretion treat a single class of shares as multiple classes, or multiple classes of shares as a single class, for the purposes of the shareholder approval referred to above, taking into account

Corporate law issue	Delaware law	Jersey law
		all relevant circumstances, which may include circumstances other than the rights attaching to the shares themselves. The Jersey Companies Law contains no specific restrictions on the powers of directors to dispose of assets of a company. As a matter of general law, in the exercise of those powers, the directors must discharge their duties of care and act in good faith, for a proper purpose and in the best interests of the company.
Election and Removal of Directors	Under Delaware corporate law, unless otherwise specified in the certificate of incorporation or bylaws of a corporation, directors are elected by a plurality of the votes of the shares entitled to vote on the election of directors and may be removed with or without cause (or, with respect to a classified board, only with cause unless the certificate of incorporation provides otherwise) by the approval of a majority of the outstanding shares entitled to vote.	As permitted by the Jersey Companies Law and pursuant to the articles of association, directors of Clarivate can be appointed and removed in the manner described in the section headed “— Directors” above.
Fiduciary Duties of Directors	Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components, the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a	Under the Jersey Companies Law, a director of a Jersey company, in exercising the director’s powers and discharging the director’s duties, has a fiduciary duty to act honestly and in good faith with a view to the best interests of the company; and a duty of care to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Customary law is also an important source of law in the area of directors’ duties in Jersey as it expands upon and provides a more detailed understanding of the

Corporate law issue			Delaware law			Jersey law
			director must act in a manner he or she reasonably believes to be in the best interests of the corporation. A director must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interests of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation.			general duties and obligations of directors. The Jersey courts view English common law as highly persuasive in this area. In summary, the following duties will apply as manifestations of the general fiduciary duty under the Jersey Companies Law: a duty to act in good faith and in what he or she bona fide considers to be the best interests of the company; a duty to exercise powers for a proper purpose; a duty to avoid any actual or potential conflict between his or her own and the company’s interests; and a duty to account for profits and not take personal profit from any opportunities arising from his or her directorship, even if he or she is acting honestly and for the good of the company. However, the articles of association of a company may permit the director to be personally interested in arrangements involving the company (subject to the requirement to have disclosed such interest). Under the articles of association, directors who are in any way, whether directly or indirectly, interested in a contract or proposed contract with Clarivate must declare the nature of their interest at a meeting of the board of directors. Following such declaration, a director may vote in respect of any contract or proposed contract notwithstanding his interest; provided that, in exercising any such vote, such director’s duties remain as described above.