Item 7.01. Regulation FD Disclosure.
As previously announced, Clarivate Plc
(the “Company” or “Clarivate”), a global leader in providing trusted information and insights to accelerate the
pace of innovation, will present at the William Blair 42nd Annual Growth Stock Conference on Thursday, June 9, 2022 at 1:20 pm Central
Time (2:20 pm Eastern Time) at https://wsw.com/webcast/blair66/clan/1909332, which will be available for replay. See Exhibit 99.1
for certain presentations that Company management is delivering at the William Blair conference.
2022 Outlook
On July 9, 2022, Clarivate announced that
it reaffirmed its guidance previously announced on May 9, 2022 for the year ending December 31, 2022.
The full year 2022 outlook presented below
assumes no further currency movements, acquisitions, divestitures, or unanticipated events.
| | |
2022 Outlook |
| Revenues | |
$2.80B to $2.88B |
| Adjusted EBITDA | |
$1.16B to $1.22B |
| Adjusted EBITDA margin | |
41% to 42% |
| Adjusted diluted EPS | |
$0.85 to $0.95 |
| Adjusted Free Cash Flow | |
$675M to $725M |
Adjusted diluted EPS for 2022 is calculated
based on approximately 741.7 million fully diluted weighted average shares outstanding.
See Exhibit 99.1 for important disclosures
and reconciliations of these financial measures to the most directly comparable U.S. generally accepted accounting principles (“GAAP”)
measure.
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 COVID-19 pandemic and governmental responses thereto, 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.
No Incorporation by Reference
The information in this Item 7.01, including
Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section
and shall not be incorporated by reference into any registration statement or other filing pursuant to the Securities Act of 1933, as
amended, or the Exchange Act, except as otherwise expressly stated in such filing.