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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): April 5, 2022 (March 31, 2022)

 

 

 

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)(Zip Code)

 

(Registrant’s Telephone Number, Including Area Code (44) 207-433-4000

 

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 Act:

 

Title of each class   Trading symbol(s)   Name of each exchange on which registered
Ordinary Shares   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 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant

 

On March 31, 2022, Clarivate Plc’s direct and indirect subsidiaries that are borrowers or guarantors under the Credit Agreement dated as of October 31, 2019 (as amended, restated, supplemented or modified prior to the Amendment and by the Amendment, the “Credit Agreement”) entered into an amendment thereto (the “Amendment”), pursuant to which the total revolving credit commitments thereunder were increased by $400.0 million to $750.0 million in the aggregate and the maturity date for revolving credit commitments was extended to March 31, 2027, subject to a “springing” maturity date that is 90 days prior to the maturity date of (i) the term loans outstanding under the Credit Agreement as of the date of the Amendment or (ii) the 4.50% senior secured notes due 2026 issued by Camelot Finance S.A (but only to the extent such term loans or senior secured notes have not, prior thereto, been refinanced or extended to have a maturity date of no earlier than 90 days after March 31, 2027).  The Amendment also provides for the replacement of the U.S. dollar LIBOR benchmark for the revolving credit facility with a term SOFR benchmark and for certain other amendments as set forth in Exhibit 10.1 to this Current Report on Form 8-K.

 

The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

  No. Description
  10.1 Amendment dated as of March 31, 2022 to Credit Agreement dated as of October 31, 2019
  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: April 5, 2022 By: /s/ Jonathan Collins
   Name: Jonathan Collins
  Title: Executive Vice President & Chief Financial Officer

 

 

 

 

 

 

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