Clarivate Announces Pricing Terms of Offers to Purchase for Cash Certain of its Outstanding Debt Securities

Both series are offered below principal value, with increased purchase caps of $415 million for 2028 notes and $118 million for 2029 notes.

Rhea-AI Summary

Clarivate (NYSE: CLVT) set pricing for its subsidiary’s cash tender offers to repurchase outstanding notes due in 2028 and 2029.

Clarivate Science Holdings Corporation is offering $979.08 per $1,000 principal for its 3.875% senior secured notes due 2028 and $928.75 per $1,000 principal for its 4.875% senior notes due 2029. The increased series caps are $415 million and $118 million, respectively. The 2028 pricing uses a 4.725% reference yield plus a 50-basis-point spread, or 0.50 percentage points.

The offers and withdrawal rights expire at 5:00 p.m. New York City time on November 10, 2026, unless extended or otherwise changed under the offer terms. Settlement is expected November 13, 2026. Accepted notes also receive accrued and unpaid interest up to, but excluding, settlement. Purchases remain subject to proration, which may limit the amount accepted.

2 points · 0 major

PositiveiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.2028 debt repurchase offer covers up to $415 million principal at $979.08 per $1,000 principal. 27% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.2029 debt repurchase offer covers up to $118 million principal at $928.75 per $1,000 principal. 7.8% of market cap

Negative

• Minor pointProration may limit accepted tenders for either series; debt repurchases are not yet completed.

News Explained

The offers remain uncompleted: Clarivate Science Holdings may buy notes for cash up to a $500 million overall cap, subject to $415 million and $118 million series caps; proration can reduce acceptances, and unmet conditions leave it with no obligation to buy.

Key Figures

Aggregate tender cap: $500 million 2028 Notes series cap: $415 million 2029 Notes series cap: $118 million +5 more

Aggregate tender cap

$500 million

Maximum aggregate principal amount of notes to be purchased

2028 Notes series cap

$415 million

Principal amount shown in the pricing table

2029 Notes series cap

$118 million

Principal amount shown in the pricing table

2028 Notes total consideration

$979.08 per $1,000 principal amount

For notes validly tendered and accepted

2029 Notes total consideration

$928.75 per $1,000 principal amount

For notes validly tendered and accepted

2028 Notes reference yield

4.725%

Determined on Nov. 10, 2026

2028 Notes fixed spread

+50 basis points

Used in determining total consideration

Withdrawal deadline

5:00 p.m. New York City time, Nov. 10, 2026

Deadline to withdraw tenders, subject to stated exceptions

Historical Context

1 past event · Latest: Nov 04

1 event

1. Nov 04

   Tender offer launch

   24h Move

   +1.4%

   Nov 04 launch set the initial aggregate and series caps for these same cash offers.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

proration, reference yield, fixed spread, cusip, +1 more

5 terms

proration financial

"subject to a $500,000,000 cap ... proration and the terms and conditions"

Proration is the method of dividing a limited quantity—such as shares in an offering, dividends, or rights—among claimants when demand exceeds supply, so each participant receives a proportional slice rather than the full amount requested. It matters to investors because proration determines how many shares or what portion of a payout they actually receive, which affects portfolio size, cash needs, and the expected return; think of it as splitting a pie fairly when more people want a piece than there are slices.

reference yield financial

"announced the Reference Yield with respect to the 2028 Notes"

The reference yield is the standard rate of return on a debt security, like a government bond, that investors expect to earn if they buy it at its current price. It acts like a benchmark, helping investors compare different bonds and decide if they are worth buying, much like checking the interest rate on a savings account to see how much you will earn over time.

fixed spread financial

"Fixed Spread (Basis Points)"

A fixed spread is a set difference between the buying and selling prices of a financial instrument that remains constant regardless of market conditions. For investors, this means the cost to trade stays predictable, making it easier to understand potential expenses and plan accordingly—similar to a fixed fee in a service that doesn’t change, no matter how busy or slow the market becomes.

cusip financial

"CUSIP / ISIN Number"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

View in glossary

senior secured notes financial

"3.875% Senior Secured Notes due 2028"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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LONDON, Nov. 10, 2026 /PRNewswire/ -- Clarivate Plc (NYSE: CLVT) ("Clarivate"), a leading global provider of transformative intelligence, today announced the Reference Yield with respect to the 2028 Notes and the 2028 Notes Total Consideration (as set forth in the table below) to be paid in connection with its previously announced cash tender offers (collectively, the "Offers") by its wholly-owned subsidiary, Clarivate Science Holdings Corporation (the "Company"), to purchase the outstanding notes described below, in each case upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 4, 2026 (the "Offer to Purchase").

The Company is offering to purchase in the Offers its 3.875% Senior Secured Notes due 2028 (the "2028 Notes") and its 4.875% Senior Notes due 2029 (the "2029 Notes" and, together with the 2028 Notes, the "Notes" and, each, a "Series of Notes") for the applicable consideration described below, subject to a $500,000,000 cap on the aggregate principal amount of Notes purchased in the Offers (the "Tender Cap"), proration and the terms and conditions set forth in the Offer to Purchase, including, among others, a $400,000,000 cap on the aggregate principal amount of the 2028 Notes to be purchased and a $100,000,000 cap on the aggregate principal amount of the 2029 Notes to be purchased pursuant to the Offers (each, a "Series Cap"). Subject to applicable law, the Company may, but is under no obligation to, eliminate, increase or decrease the Tender Cap and/or the applicable Series Cap at any time prior to the "Expiration Date" of 5:00 p.m., New York City time, on November 10, 2026 (unless extended or earlier terminated by the Company with respect to any Offer). In the event proration is required with respect to a Series of Notes, the Company will multiply the principal amount of each valid tender of such Series of Notes by the applicable proration rate and round the resulting amount down to the nearest $1,000 principal amount in order to determine the principal amount of such tender that will be accepted pursuant to the applicable Offers. The excess principal amount of Notes not accepted from the tendering Holders will be promptly returned to such Holders, and if this excess principal amount of Notes is less than $2,000, the Company may either accept or reject all such tendering Holders' validly tendered Notes in its sole discretion. Additionally, the Company has exercised its right to increase the aggregate principal amount of 2028 Notes and 2029 Notes accepted for purchase by 2% of the outstanding aggregate principal amount of each Series of Notes. The Offer to Purchase and any related documents are referred to herein collectively as the "Tender Offer Documents". Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.

Certain information regarding the Notes and the pricing for the Offers is set forth in the table below.

Series of Notes	Issuer	CUSIP / ISIN Number(1)	Aggregate Principal Amount Outstanding	Series Cap(2)	Reference Security	Reference Yield(3)	Bloomberg Reference Page	Fixed Spread (Basis Points)	Total Consideration(4)
3.875% Senior Secured Notes due 2028	Clarivate Science Holdings Corporation	144A: 18064P AC3 / US18064PAC32   Reg S: U1800Q AC3  / USU1800QAC34	$750,000,000	$415,000,000	4.125% UST due June 30, 2028	4.725 %	FIT 4	+50	$979.08
4.875% Senior Notes due 2029	Clarivate Science Holdings Corporation	144A: 18064P AD1 / US18064PAD15   Reg S: U1800Q AD1  / USU1800QAD17	$900,000,000	$118,000,000	-	-	-	-	$928.75

(1)	No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed above.
(2)	Reflects a 2% increase in the aggregate principal amount of 2028 Notes and 2029 Notes sought in the applicable Offer.
(3)	The Reference Yield with respect to the 2028 Notes was determined at 2:00 p.m., New York time, on November 10, 2026.
(4)	Represents the applicable total consideration for the 2028 Notes (the "2028 Notes Total Consideration) and the 2029 Notes (the "2029 Notes Total Consideration") payable per each $1,000 principal amount of the applicable Series of Notes validly tendered and accepted for purchase in the applicable Offer.

The 2028 Notes Total Consideration is based on the Fixed Spread, plus the Reference Yield with respect to the 2028 Notes based on the bid-side price of the Reference Security as quoted on the Bloomberg Reference Page as of 2:00 p.m., New York City time, today, November 10, 2026 (the "Price Determination Date"). As previously announced, the 2029 Notes Total Consideration payable per each $1,000 principal amount of such 2029 Notes validly tendered for purchase will be $928.75. In addition to the applicable consideration, Holders whose Notes are accepted for purchase pursuant to an Offer will receive accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but excluding, the Settlement Date.

Tenders of Notes of a Series may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, today, November 10, 2026 (the "Withdrawal Deadline"), but, except as provided in the Offer to Purchase or required by applicable law, may not be validly withdrawn thereafter. The "Settlement Date" will be the second business day after the Expiration Date and is expected to be November 13, 2026.

The complete terms and conditions of the Offers are set forth in the Tender Offer Documents. Holders are urged to read the Tender Offer Documents carefully. If any condition to the Offers is not satisfied or waived, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each case subject to applicable law, and may terminate or alter any or all of the Offers.

The Company has retained Citigroup Global Markets Inc. to act as dealer manager (the "Dealer Manager") for the Offers. Global Bondholder Services Corporation will act as the Tender and Information Agent for the Offers. For additional information, please contact: Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect), and ask for Steve Cheeseman, Kevin Mills or Joyce Lam. Requests for documents and questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only) and (855) 654-2015 (for all others toll-free) or to the Dealer Manager at its telephone number. Copies of the Offer to Purchase are available at: https://www.gbsc-usa.com/clarivate/. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offers.

Holders of Notes are advised to check with each bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions may be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Offers are made only by and pursuant to the terms of the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. The information in this press release is qualified by reference to the Offer to Purchase. None of the Company, Clarivate, the Dealer Manager or the Tender and Information Agent makes any recommendation as to whether Holders should tender their Notes pursuant to the Offers. Holders must make their own decisions as to whether to tender Notes, and, if so, the principal amount of Notes to tender.

Forward-Looking Statements

This release includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements" within the meaning of the "safe harbor provisions" of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include all matters that are not historical facts, including statements relating to our intentions, beliefs, or current expectations concerning, among other things, the completion of the Offers. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "seeks," "projects," "intends," "plans," "may," "will," or "should" or, in each case, their negative or other variations or comparable terminology. Such forward-looking statements are based on available current market material and management's expectations, beliefs, and forecasts concerning future events impacting us. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in Item 1A. Risk Factors in our annual report on Form 10-K, along with our other filings with the U.S. Securities and Exchange Commission ("SEC"). There can be no assurance that future developments affecting us will be those that we have anticipated. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Please consult our public filings with the SEC, which are also available on our website at www.clarivate.com.

About Clarivate

Clarivate is a leading global provider of transformative intelligence. We offer enriched data, insights & analytics, workflow solutions and expert services in the areas of Academia & Government and Intellectual Property. For more information, please visit www.clarivate.com.

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SOURCE Clarivate Plc

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What prices is Clarivate offering for its 2028 and 2029 notes?

Clarivate’s subsidiary is offering $979.08 for each $1,000 principal amount of 2028 notes and $928.75 for each $1,000 principal amount of 2029 notes validly tendered and accepted. Holders also receive accrued and unpaid interest from the last interest payment date to, but excluding, settlement.

When do Clarivate’s note tender offers expire and settle?

The offers expire at 5:00 p.m., New York City time, on November 10, 2026, unless extended or earlier terminated. Withdrawal rights end at that same time, subject to exceptions in the offer terms or applicable law. Settlement is expected on November 13, 2026.

How can holders participate in or withdraw from Clarivate’s note tender offers?

Holders should contact the intermediary through which they hold their notes to confirm its instruction deadline for tendering or withdrawing.

Intermediary and DTC deadlines may be earlier than the offer deadlines. The offer documents are available at https://www.gbsc-usa.com/clarivate/, and holders may seek assistance from their broker, dealer, bank or other nominee.