Clarivate Commences Offer to Purchase for Cash Certain of its Outstanding Debt Securities

Clarivate is offering to repurchase a capped portion of its 3.875% 2028 notes for cash at a Treasury-based pricing to be set on September 23, 2026.

Rhea-AI Summary

Clarivate (CLVT) has launched a cash tender offer for up to $75,000,000 aggregate principal amount of its subsidiary Clarivate Science Holdings Corporation's 3.875% Senior Secured Notes due 2028.

The notes have $825,000,000 aggregate principal outstanding and are identified by specified 144A and Reg S CUSIP/ISINs. The Total Consideration per $1,000 principal amount will be set using a fixed spread of 50 basis points over the yield of the 4.125% U.S. Treasury due June 30, 2028, as quoted at 2:00 p.m. New York City time on September 23, 2026, the Price Determination Date. The offer expires at 5:00 p.m. New York City time on September 23, 2026, with settlement expected on September 25, 2026, and includes payment of accrued and unpaid interest on accepted notes.

Positive

• Tender Cap up to $75,000,000 principal of 3.875% notes may be repurchased
• Pricing formula based on 50 bps spread over 4.125% UST due June 30, 2028

Negative

• None.

News Explained

Clarivate's subsidiary may pay cash to buy tendered debt; the offer is capped but not committed, and its disclosed mechanics do not issue shares.

Clarivate has commenced, but not completed, a cash tender offer in which its wholly owned subsidiary may pay noteholders for accepted 3.875% senior secured notes; the disclosed structural effect is potential debt repurchase funded with cash.

The disclosed mechanics involve debt securities rather than an issuance of shares; under the supplied definition, dilution results from issuing additional shares that reduces existing holders' percentage ownership.

The $75,000,000 Tender Cap is a maximum, not a committed repurchase amount: proration may reduce accepted tenders, and the company may change the cap before expiration.

Whether notes are actually purchased remains subject to the offer's conditions, with expiration scheduled for September 23, 2026 and expected settlement on September 25, 2026; the final cash consideration is also set after the price determination.

For scale, the latest-quarter record showed $242,200,000 of cash and equivalents at March 31, 2026, compared with the offer's maximum stated purchase amount.

Market Context

On Jul 29, Clarivate reported a $218.4 million first-half debt reduction after redeeming 2026 notes ...

Analysis

On Jul 29, Clarivate reported a $218.4 million first-half debt reduction after redeeming 2026 notes and repurchasing portions of 2028 and 2029 notes; the current tender offer extends that disclosed debt-reduction activity to its 2028 notes.

Key Figures

Tender Cap: $75,000,000 Note Coupon: 3.875% Notes Outstanding: $825,000,000 +4 more

Tender Cap

$75,000,000

Maximum aggregate principal amount of 3.875% senior secured notes due 2028

Note Coupon

3.875%

Senior secured notes due 2028

Notes Outstanding

$825,000,000

Aggregate principal amount outstanding

Fixed Spread

+50 basis points

Used with the reference yield to determine total consideration

Price Determination Date

September 23, 2026

Reference yield quoted at 2:00 p.m. New York City time

Expiration Date

September 23, 2026

5:00 p.m. New York City time, unless extended or earlier terminated

Settlement Date

September 25, 2026

Expected second business day after the expiration date

Historical Context

1 past event · Latest: Jul 29

1 event

1. Jul 29

   Debt reduction

   24h Move

   +0.0%

   First-half debt declined after redeeming 2026 notes and repurchasing portions of 2028 and 2029 notes

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

Key Terms

cash tender offer, senior secured notes, fixed spread, reference yield, +1 more

5 terms

cash tender offer financial

"has commenced a cash tender offer (the "Offer") to purchase the outstanding notes"

A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.

senior secured notes financial

"its 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.

fixed spread financial

"Reference Security | Bloomberg Reference Page | 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.

reference yield financial

"will be based on the Fixed Spread, plus the Reference Yield"

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.

proration financial

"subject to proration and the terms and conditions set forth"

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.

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

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NEW YORK, Sept. 17, 2026 /PRNewswire/ -- Clarivate Plc (NYSE: CLVT) ("Clarivate"), a leading global provider of transformative intelligence, today announced that its wholly-owned subsidiary, Clarivate Science Holdings Corporation (the "Company"), has commenced a cash tender offer (the "Offer") to purchase the outstanding notes described below, upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 17, 2026 (the "Offer to Purchase").

The Company is offering to purchase in the Offer its 3.875% Senior Secured Notes due 2028 (the "Notes") for the consideration described below, subject to a $75,000,000 cap on the aggregate principal amount of Notes purchased in the Offer (the "Tender Cap") subject to proration and the terms and conditions set forth in the Offer to Purchase. Subject to applicable law, the Company may, but is under no obligation to, eliminate, increase or decrease the Tender Cap at any time prior to the Expiration Date. In the event proration is required with respect to the Notes, the Company will multiply the principal amount of each valid tender of such Notes by the 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 Offer. 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 may increase the amount of Notes accepted for payment in the Offer by no more than 2% of the outstanding Notes without amending or extending the Offer, and may also increase or decrease the percentage of the Notes accepted for payment in the Offer (including by more than 2% of the outstanding Notes) by a press release or other public announcement that is widely disseminated by Clarivate by no later than 9:00 a.m. (New York City time), on the third business day before the scheduled Expiration Date. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.

Notes	Issuer	CUSIP / ISIN Number(1)	Aggregate Principal Amount Outstanding	Maturity Date	Reference Security	Bloomberg Reference Page	Fixed Spread (Basis Points)
3.875% Senior Secured Notes due 2028	Clarivate Science Holdings Corporation	144A: 18064P AC3 / US18064PAC32 Reg S: U1800Q AC3 / USU1800QAC34	$825,000,000	July 1, 2028	4.125% UST due June 30, 2028	FIT 4	+50

(1)	No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed above.

The "Total Consideration" payable per each $1,000 principal amount of Notes validly tendered for purchase will be based on the Fixed Spread, plus the Reference Yield based on the Reference Security as quoted on the Bloomberg Reference Page as of 2:00 p.m., New York City time, on September 23, 2026, unless extended by the Company with respect to the Offer (such date and time, as the same may be extended by the Company with respect to the Offer, the "Price Determination Date"). Unless extended, promptly after the Price Determination Date, Clarivate will announce in a press release, among other things, the Total Consideration. In addition to the Total Consideration, Holders whose Notes are accepted for purchase pursuant to the 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 (the "Accrued Interest," and the payment thereof, the "Accrued Coupon Payment").

The Offer is scheduled to expire on the Expiration Date, which is 5:00 p.m., New York City time, on September 23, 2026, unless extended or earlier terminated by the Company. Tenders of Notes may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on September 23, 2026, 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 September 25, 2026.

The Offer is subject to certain conditions as described in the Offer to Purchase. If any condition is not satisfied, 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 the Offer. The Offer is not contingent upon the tender of any aggregate minimum principal amount of Notes (subject to minimum denomination requirements as set forth in the Offer to Purchase).

The Company has retained Citigroup Global Markets Inc. to act as dealer manager (the "Dealer Manager") for the Offer. Global Bondholder Services Corporation will act as the Tender and Information Agent for the Offer. For additional information, please contact: Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 (collect). 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 Offer.

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 Offer 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 Offer is 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 Offer. 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 Offer. 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, Intellectual Property, and Life Sciences & Healthcare. 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 series of Clarivate notes are included in the tender offer and how much is outstanding?

The offer covers Clarivate Science Holdings Corporation's 3.875% Senior Secured Notes due 2028, with an aggregate principal amount of $825,000,000 outstanding. The notes are identified under specified 144A and Reg S CUSIP/ISIN numbers listed in the announcement.

How and when will the Total Consideration for the notes be determined?

The Total Consideration per $1,000 principal amount will be based on the fixed spread of 50 basis points plus the Reference Yield of the 4.125% U.S. Treasury due June 30, 2028, as quoted on the specified Bloomberg reference page at 2:00 p.m., New York City time, on September 23, 2026, unless the Price Determination Date is extended.

What are the key deadlines for tendering and withdrawing the notes?

The offer is scheduled to expire at 5:00 p.m., New York City time, on September 23, 2026, unless extended or earlier terminated. Holders may validly withdraw tenders at any time at or prior to 5:00 p.m., New York City time, on September 23, 2026, but, except as provided in the Offer to Purchase or required by law, may not withdraw thereafter.

When is the expected settlement date for notes accepted in the offer?

The Settlement Date will be the second business day after the Expiration Date and is expected to be September 25, 2026. Holders whose notes are accepted will receive the Total Consideration plus accrued and unpaid interest to, but excluding, the Settlement Date.

Can Clarivate change the Tender Cap or the amount of notes it accepts?

The company may, subject to applicable law, eliminate, increase or decrease the $75,000,000 Tender Cap at any time before the Expiration Date. It may also increase the amount of notes accepted for payment by no more than 2% of the outstanding notes without amending or extending the offer, and may change the percentage accepted (including by more than 2%) by a widely disseminated announcement made no later than 9:00 a.m., New York City time, on the third business day before the scheduled Expiration Date.

Who are the dealer manager and tender agent, and where can holders obtain documents?

Citigroup Global Markets Inc. is the Dealer Manager for the offer, and Global Bondholder Services Corporation is the Tender and Information Agent. Copies of the Offer to Purchase are available at https://www.gbsc-usa.com/clarivate/, and holders may contact these firms at the telephone numbers provided in the announcement for additional information or assistance.