Current Report Filing (8-k)
April 05 2022 - 08:02AM
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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
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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