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): September 12, 2022 (September 9,2022)
CLARIVATE PLC
(Exact name of registrant as specified in its charter)
Jersey, Channel Islands
(State or other jurisdiction of incorporation)
001-38911
(Commission File Number)
N/A
(IRS Employer Identification No.)
30 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<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 |
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 September 12, 2022, Clarivate Plc (the “Company” or “Clarivate”) issued a press release announcing the transaction described under Item 8.01 below, which 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 8.01. | Other Events. |
|---|
On September 9, 2022, Camelot UK Bidco Limited, a wholly owned indirect subsidiary of the Company, entered into a definitive agreement with Newfold Digital, Inc. (the “Buyer”) to sell the Company’s MarkMonitor domain management business to the Buyer for an aggregate purchase price of approximately $302.5 million. The agreement contemplates delayed closings in China and Japan pending completion of certain country-specific closing conditions. Of the purchase price, $292.5 million will be payable at the initial closing, subject to certain adjustments, and $10 million will be payable upon the completion of all deferred closings. The initial closing is expected to occur in the fourth quarter of 2022, subject to the receipt of required regulatory approvals and the satisfaction of other customary closing conditions.
Forward-Looking Statements
This report contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. 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 our ability to close the transaction and to realize the expected synergies of the transaction, as well as 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 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 are discussed under the caption “Risk Factors” in our 2021 Annual Report on Form 10-K, along with our other filings with the 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 report. 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 our website at www.clarivate.com.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibits
| No. | Description |
|---|---|
| 99.1 | Press Release, dated September 12, 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: September 12, 2022 | By: | /s/ Jonathan Collins |
| Name: | Jonathan Collins | |
| Title: | Executive Vice President and Chief Financial Officer |
Exhibit 99.1
Newfold DigitalSigns Agreement to Acquire MarkMonitor from Clarivate
Clarivate focusingon enabling corporations and law firms to innovate faster and unlock the true value of IP across patents, trademarks and copyright
MarkMonitor tostrengthen Newfold Digital’s enterprise domain management capabilities
London, UK, and Jacksonville, FL,Sept 12, 2022 – Clarivate Plc (NYSE:CLVT), a global leader in providing trusted information and insights to accelerate the pace of innovation, today announced that Newfold Digital (“Newfold”), a leading web and commerce technology provider backed by Clearlake Capital Group, L.P. (together with its affiliates, “Clearlake”) and Siris Capital Group, LLC (together with its affiliates, “Siris”), has signed a definitive agreement to purchase MarkMonitor™, an industry-leading enterprise-level provider of domain management solutions.
Under the terms of the agreement, Clarivate will receive cash proceeds of approximately $302.5 million. The transaction is expected to close in late 2022 subject to the satisfaction of regulatory approvals and other customary closing conditions.
Gordon Samson, Chief Product Officer of Clarivate, said: “Newfold is a natural fit for MarkMonitor. After the deal closes, we believe the integration of these two companies will create a rich product suite and differentiated web presence offering that brings value to businesses of all sizes. We are confident that MarkMonitor will continue to thrive and deliver even greater services to its customers under Newfold. After this transaction is closed, Clarivate will be better placed to focus even more attention and investment on our core portfolio and everything critical to IP lifecycle management.”
The acquisition of MarkMonitor will underscore Newfold Digital’s continued commitment to providing differentiated web presence solutions to customers across the globe. MarkMonitor, an ICANN-accredited registrar and recognized industry leader since 1999, serves the domain management needs of approximately 2,000 clients globally, with a focus on Fortune 500 companies and other large corporate clients. This will make MarkMonitor a natural extension of Newfold’s portfolio of web technology brands, which includes Network Solutions, the world’s first registrar, Web.com, Bluehost, Register.com and Domain.com.
“As web presence needs continue to grow and evolve, domain management and protection is becoming more important. Companies need reliable partners and solutions that deliver results, and MarkMonitor is well-known for its expertise in serving the domain portfolio needs of some of the most sophisticated digital companies in the world, making it a natural fit for our family of web technology brands,” said Sharon Rowlands, CEO of Newfold Digital.
The MarkMonitor team, led by Head of Domain Management Stu Homan, will join Newfold.
“We’re proud that Newfold recognizes the value of MarkMonitor’s top-tier global domain management service,” Homan said. “The combined capabilities of MarkMonitor and Newfold will deliver and improve on the same great services that our clients have enjoyed and relied upon for years.”
“MarkMonitor will bring a rich history of industry experience and innovative solutions, and we are looking forward to welcoming the team to Newfold,” said James Pade, Partner, Clearlake, and Tyler Sipprelle, Managing Director at Siris, each a director of Newfold.
MarkMonitor is currently expected to generate approximately $80 million of revenue and $35 million of EBITDA for the full year 2022.
Sidley Austin is acting as legal adviser and RBC Capital Markets and J.P. Morgan Securities LLC are acting as financial advisors to Newfold, with BNP Paribas Securities Corp., Deutsche Bank, Mizuho and UBS Investment Bank also providing advice. Evercore is acting as financial advisor and Blank Rome LLP is acting as legal advisor to Clarivate.
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About Clarivate
Clarivate™ 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 Digital
Newfold 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 Clearlake
Clearlake 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 $72 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 Siris
Siris 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, Silicon Valley 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 ContactAmy Bourke Waite, Snr Director, Corporate Communications, Clarivate
newsroom@clarivate.com
Investor Relations ContactMark Donohue, Head of Investor Relations
mark.donohue@clarivate.com