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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
Date of Report (date of earliest event
reported): September 18, 2023
CLARIVATE PLC
(Exact name of registrant as specified in
its charter)
Jersey, Channel Islands
(State or other jurisdiction of incorporation or organization)
001-38911 |
N/A |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
70 St. Mary Axe
London
EC3A
8BE
United
Kingdom
(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
the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
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(s) |
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 3.03. Material Modification to Rights
of Security Holders.
On September 18, 2023, Clarivate Plc (the “Company”)
entered into the Second Amendment to Tax Benefits Preservation Plan (the “Tax Benefits Preservation Plan”) between
the Company and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). The Board of
Directors adopted the Tax Benefits Preservation Plan to protect the availability of the Company’s U.S. net operating loss carryforwards
(“NOLs”) and certain other U.S. tax attributes, which can be utilized in certain circumstances to offset future U.S.
tax liabilities and intended to reduce the likelihood of such an ownership change at the Company by deterring any person or group that
would be treated as a 5% shareholder from acquiring beneficial ownership, as determined for relevant tax purposes, of either (i) 4.9%
or more of the outstanding Ordinary Shares of the Company or (ii) 4.9% or more (by value) of the Company’s capital stock, and deterring
existing shareholders who meet or exceed this ownership threshold from acquiring additional Company stock. The Tax Benefits Preservation
Plan was originally entered into on December 21, 2022, was amended by the First Amendment to Tax Benefits Preservation Plan dated January
6, 2023, and was scheduled to expire at the close of business on October 31, 2023. The Second Amendment to Tax Benefits Preservation Plan,
which was approved by the Company’s Board of Directors, provides for a final expiration date of the Tax Benefits Preservation Plan
of end of day October 1, 2023.
The original Tax Benefits Preservation Plan is
described in and included as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 22, 2022. The First Amendment
to Tax Benefits Preservation Plan, dated January 6, 2023, is filed as Exhibit 4.15 to the Company’s Annual Report on 10-K filed
March 1, 2023. The Second Amendment to Tax Benefits Preservation Plan, dated September 18, 2023, is filed as Exhibit 4.1 hereto and is
incorporated by reference herein.
Item 8.01. Other Events.
Earlier today, the Company announced the termination
of the Tax Benefits Preservation Plan as of end of day October 1, 2023, and issued a press release relating to such events, a copy of
which is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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 18, 2023 |
By: |
/s/ Jonathan Collins |
|
Name: |
Jonathan Collins |
|
Title: |
Executive Vice President & Chief Financial Officer |
Exhibit 4.1
SECOND AMENDMENT TO TAX BENEFITS PRESERVATION
PLAN
SECOND AMENDMENT (this “Amendment”),
dated as of September 18, 2023, to the Tax Benefits Preservation Agreement (the “Tax Benefits Preservation Plan”),
dated as of December 22, 2022, between Clarivate Plc, a no par value public limited company formed under the laws of Jersey (the “Company”),
and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”), as amended by the First Amendment
to Tax Benefits Preservation Plan, dated as of January 6, 2023. Capitalized terms used but not defined herein shall have the respective
meanings ascribed to such terms in the Tax Benefits Preservation Plan.
W I T N E S S E T H
WHEREAS, the Board has determined that it is in
the best interests of the Company and its shareholders to amend the Tax Benefits Preservation Plan to provide for the termination of the
Tax Benefits Preservation Plan as of end of day October 1, 2023;
WHEREAS, Section 24 of the Tax Benefits Preservation
Plan provides, among other things, that at any time on or prior to a Distribution Date (as defined in the Tax Benefits Preservation Plan),
the Company may, in its sole and absolute discretion, and the Rights Agent shall if the Company so directs, supplement or amend any provision
of the Tax Benefits Preservation Plan in any respect without the approval of any holders of Rights;
WHEREAS, no Distribution Date has occurred on or
prior to the date hereof; and
WHEREAS, the Board has authorized and approved
this Amendment.
NOW, THEREFORE, in consideration of the foregoing,
the parties hereto hereby agree as follows:
Section 1. Amendments. Section
1(a) of the Tax Benefits Preservation Plan is hereby amended by deleting the definition of “Final Expiration
Date” in its entirety and inserting the following in place thereof:
““Final Expiration Date”
means end of day October 1, 2023.”
Section 2.
Full Force and Effect. Except as expressly amended hereby, the Tax Benefits Preservation Plan shall continue in full force
and effect in accordance with the provisions thereof.
Section 3.
Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction
or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment
Plan shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
Section 4.
Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all
purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed
entirely within such State. To the fullest extent permitted by law, unless the Board determines otherwise, the courts of the Island of
Jersey shall be the sole and exclusive forum for any claim relating to or brought pursuant to this Amendment by any Person (including
any record or Beneficial Owner of Ordinary Shares or Preferred Shares, any record, registered or Beneficial Owner of a Right or any Acquiring
Person); provided, that the courts of the State of New York or the United States District Court for the Southern District of New
York shall be the sole and exclusive forum for any claim relating solely to the rights and duties of the Rights Agent solely in its individual
capacity under this Amendment.
Section 5.
Counterparts; Effectiveness. This Amendment may be executed in any number of counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. This
Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other parties hereto.
Until and unless each party has received a counterpart hereof signed by the other party hereto, this Amendment shall have no effect and
no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.
|
CLARIVATE PLC |
|
|
|
By: |
/s/ Jonathan Collins |
|
|
Name: Jonathan Collins |
|
|
Title: Executive Vice President & Chief Financial Officer |
|
CONTINENTAL STOCK TRANSFER & TRUST COMPANY |
|
|
|
By: |
/s/ Henry Farrell |
|
|
Name: Henry Farrell |
|
|
Title: Vice President |
[Signature Page to Second Amendment to Tax Benefits Preservation Plan]
Exhibit 99.1
Clarivate Announces Termination of Tax Benefits
Preservation Plan
LONDON – September 18, 2023 – Clarivate Plc (NYSE:
CLVT), a global leader in connecting people and organizations to intelligence they can trust, today announced
that its Board of Directors unanimously approved the termination of the Company’s tax benefits preservation plan (the “Tax
Benefits Preservation Plan”), which was originally put in place in December 2022 and was set to expire October 31, 2023, was designed
to protect the availability of Clarivate’s U.S. net operating loss carryforwards and certain other U.S. tax attributes. The Tax
Benefits Preservation Plan will expire as of end of day October 1, 2023.
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.
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. Examples of forward-looking statements include,
among others, statements we make regarding: guidance outlook and predictions relating to expected operating results, such as revenue growth
and earnings; strategic actions such as acquisitions, joint ventures, and dispositions, including the anticipated benefits therefrom,
and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our ability to successfully
realize cost savings initiatives and transition services expenses; our belief that we have sufficient liquidity to fund our ongoing business
operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, the impact of inflation,
the impact of foreign currency fluctuations, the COVID-19 pandemic and governmental responses thereto, international hostilities, contingent
liabilities, and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product
development, market position, financial results, and reserves. 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 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.
Investor Relations Contact
Mark Donohue, Head of Investor Relations
investor.relations@clarivate.com
Media Contact
Amy Bourke-Waite, Senior Director, Corporate Communications
newsroom@clarivate.com
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