8-K
CLARIVATE PLC (CLVT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
May 24, 2023
Date of Report (date of earliest event reported)
CLARIVATE PLC
(Exact name of registrant as specified in itscharter)
Jersey, Channel Islands
(State or other jurisdiction of incorporation or organization)
001-38911
(Commission File Number)
N/A
(I.R.S. Employer Identification No.)
70 St. Mary Axe
London
EC3A
8BE UnitedKingdom
(Address of Principal Executive Offices)
(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 Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary<br> 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 |
| Series B Preferred Stock Purchase Rights | - | 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 May 24, 2023, Clarivate Plc (the “Company”) issued a press release announcing that the Company’s Board of Directors has approved the extension of its share repurchase program authorization through December 31, 2024, and reduced its authorization from $1 billion to $500 million.
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 Statements and Exhibits
(d) Exhibits.
| No. | Description |
|---|---|
| 99.1 | Press release dated May 24, 2023 |
| 104 | The 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: May 24, 2023 | By: | /s/ Jonathan Collins |
| Name: | Jonathan Collins | |
| Title: | Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Clarivate Amends Share Repurchase Program asPart of Balanced Capital Allocation Plan
Board to Resume Share Repurchases FollowingProgress toward Target Leverage Range
LONDON, May 24, 2023 – Clarivate Plc (NYSE: CLVT) (the “Company” or “Clarivate”), a global leader in connecting people and organizations to intelligence they can trust, today announced that, given its reduced debt profile, the Company’s Board of Directors has approved the extension of its share repurchase authorization through December 31, 2024, and reduced the authorization from $1 billion to $500 million.
Jonathan Gear, Chief Executive Officer of Clarivate, said, “The changes to the share repurchase program reflect our Board and management team’s confidence in Clarivate’s strategy, execution and commitment to allocating our significant free cash flow towards the Company’s capital structure, investing for growth and returning capital to shareholders. Having made significant progress in reducing our leverage, we are now positioned to increase shareholder returns through the share repurchase program. We intend to execute against this $500 million authorization until the end of 2024, while continuing to strengthen our balance sheet and still achieving a leverage ratio of less than 4x net debt to EBITDA by the end of 2023.”
To enable the buybacks under the above Board authorization, the Company will be seeking shareholder approval at a general meeting in July to permit it to conduct open-market purchases of up to 100,000,000 of its ordinary shares from time to time as approved by the Board of Directors at a minimum purchase price of $1 per share and maximum purchase price of $35 per share to enable continued share repurchases in the open market at current market levels.
About Clarivate
Clarivate™ is a leading global information services provider. We connect people and organizations to intelligence they can trust to transform their perspective, their work and our world. Our subscription and technology-based solutions are coupled with deep domain expertise and cover the areas of Academia & Government, Life Sciences & Healthcare and Intellectual Property. For more information, please visit clarivate.com.
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. 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 annual report on Form 10-K, 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. Please consult our public filings with the SEC or on our website at www.clarivate.com.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
Clarivate intends to file a proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) with respect to the general meeting of shareholders. CLARIVATE SHAREHOLDERS ARE STRONGLY ADVISED TO READ ANY SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Shareholders will be able to obtain any proxy statement, any amendments or supplements to any proxy statement and other documents filed by Clarivate with the SEC free of charge at the SEC’s website at www.sec.gov. Copies also will be available free of charge at Clarivate’s website at www.clarivate.com.
CERTAIN INFORMATION REGARDING PARTICIPANTS IN SOLICITATION
Clarivate, its directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies from Clarivate shareholders in connection with the matters to be considered at the general meeting, or any adjournment or postponement thereof. Information about Clarivate’s directors and executive officers, and their direct and indirect interests in Clarivate, is available in Clarivate’s proxy statement, filed March 23, 2023 for its 2023 Annual General Meeting. To the extent holdings of Clarivate’s securities by such directors or executive officers have changed since the amounts included in the 2023 proxy statement, such changes have been or will be reflected on reports filed with the SEC in accordance with the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with the general meeting.
Investor Relations ContactMark Donohue, Head of Investor Relations
investor.relations@clarivate.com
Media ContactAmy Bourke-Waite, Senior Director, Corporate Communications
newsroom@clarivate.com