Clarivate PLC S-3ASR, filed Dec 1, 2022

Clarivate PLC (CLVT)

S-3ASR 2022-12-01

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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 ☐

	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		28
Description of Warrants		36
Description of Purchase Contracts		37
Description of Units		38
Selling Shareholders		39
Plan of Distribution		45
Validity of Securities		47
Experts		47
Enforceability of Civil Liabilities		47

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 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

Corporate law issue	Delaware law	Jersey law
		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.
		Under the Jersey Companies Law, the quorum requirements for shareholders meetings can be prescribed in a company’s articles of association. The Clarivate articles of association provide that holders holding in aggregate not less than a simple majority of all voting share capital of Clarivate in issue present in person or by proxy and entitled to vote shall be a quorum, provided that the minimum quorum for any meeting shall be two holders entitled to vote. See “— Voting rights.”
Interested Shareholders Transactions	The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned more than 15% of	The Jersey Companies Law has no comparable provision. As a result, Clarivate cannot avail itself of the types of protections afforded by the Delaware business combination statute. However, although Jersey law does not regulate transactions between a company and its significant shareholders, as a general matter, such transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders.

Corporate law issue	Delaware law	Jersey law
	the target’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the 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.

	Ordinary Shares Being Offered Hereby
Beneficial Owner	Number		Percent
Leonard Green & Partners, L.P.(1)		116,666,507		17.3%
Onex(2)		42,855,384		6.36%
Cambridge Information Group(3)		23,348,148		3.46%
Partners Group Access 946 L.P.(4)		16,444,070		2.44%
A-PQ Holdings, LLC(5)		12,259,847		1.82%
Jerre Stead(6)		12,455,963		1.85%
Michael Klein(7)		11,655,104		1.73%
Partners Group Private Equity (Master Fund), LLC(8)		8,345,985		1.24%
Simon Webster		5,290,227		*
Entities Affiliated with The Goldman Sachs Group, Inc.(9)		4,085,081		*
Robert N. Snyder		3,324,753		*
Sheryl von Blucher(10)		3,056,684		*
Piramal Enterprises Limited		2,895,638		*
AB Beteiligungs GmbH(11)		1,957,870		*
Dechomai Asset Trust		1,931,330		*
Toni Nijm		1,378,745		*
Paul Woolf		1,030,384		*
Mark Best		815,990		*
Patrice Durand		726,774		*
Melanie Fitzpatrick		718,400		*
Matitiahu Shimon Shem-Tov		678,781		*
James Gordon Samson		613,571		*

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

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)

Exhibit No.			Document
	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
	5.1		Opinion of Davis Polk & Wardwell LLP
	5.2		Opinion of Ogier
	23.1		Consent of PricewaterhouseCoopers LLP
	23.2		Consent of Deloitte & Touche LLP
	23.3		Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
	23.4		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
	107		Filing Fee Table

	Signature			Title
	/s/ Jonathan Gear Jonathan Gear			Chief Executive Officer & Director (principal executive officer)
	/s/ Jonathan Collins Jonathan Collins			Executive Vice President & Chief Financial Officer (principal financial officer)
	/s/ Michael Easton Michael Easton			Senior Vice President, Finance & Chief Accounting Officer (principal accounting officer)
	/s/ Andy Snyder Andy Snyder			Chairman of the Board
	/s/ Valeria Alberola Valeria Alberola			Director
	/s/ Michael J. Angelakis Michael J. Angelakis			Director
	/s/ Sheryl von Blucher Sheryl von Blucher			Director
	/s/ Jane Okun Bomba Jane Okun Bomba			Director
	/s/ Usama N. Cortas Usama N. Cortas			Director

	Signature			Title
	/s/ Kosty Gilis Kosty Gilis			Director
	/s/ Balakrishnan S. Iyer Balakrishnan S. Iyer			Director
	/s/ Adam T. Levyn Adam T. Levyn			Director
	/s/ Anthony Munk Anthony Munk			Director
	/s/ Dr. Wendell E. Pritchett Dr. Wendell E. Pritchett			Director
	/s/ Richard W. Roedel Richard W. Roedel			Director
	/s/ Roxanne White Roxanne White			Director

Clarivate Plc		D: +44 1534 514032
4^thFloor, St Paul's Gate		E: alexander.curry@ogier.com
22-24 New Street
St Helier
Jersey		Ref: AAC/MRT/178835.00011
JE1 4TR
		1 December 2022

Ogier (Jersey) LLP
44 Esplanade	Partners
St Helier	Raulin Amy	Simon Felton	Katharine Marshall
Jersey JE4 9WG	James Angus	James Fox	Steven Meiklejohn
	James Campbell	Josephine Howe	Oliver Passmore
T +44 1534 514000	Alexander Curry	Jonathan Hughes	Nathan Powell
F +44 1534 514444	Richard Daggett	Niamh Lalor	Sophie Reguengo
ogier.com	Simon Dinning	Kate McCaffrey	Daniel Richards
	Katrina Edge	Edward Mackereth	Oliver Richardson
	Damian Evans	Bruce MacNeil	Nicholas Williams

Corporate law issue	Delaware law	Jersey law
		may make an order regulating the affairs of a company, requiring a company to refrain from doing or continuing to do an act complained of, authorizing civil proceedings and providing for the purchase of shares by a company or by any of its other shareholders. There may be customary personal law actions available to shareholders which would include certain derivate and other actions to bring proceedings against the directors of the company as well as the company. In principle, Clarivate will normally be the proper plaintiff and a class action or derivative action may not be brought by a minority shareholder. However, a minority shareholder can seek in limited circumstances agreement from the court for special dispensation if the shareholder can show: • that there are wrongdoers in control of the company; • those wrongdoers are using their power to prevent anything being done about it; • the wrongdoing is unconscionable and oppressive; and • in certain other limited circumstances.
		Under our articles of association, unless we consent in writing to the selection of an alternative forum, the courts of the Island of Jersey are the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee to the us or our shareholders, (iii) any action asserting a claim arising pursuant to any provision of Jersey law or