Clarivate launches $75M tender for 2028 notes
Clarivate Plc (CLVT) announced that its wholly owned subsidiary, Clarivate Science Holdings Corporation, has commenced a cash tender offer for a portion of its 3.875% Senior Secured Notes due 2028.
Rhea-AI Filing Summary
Clarivate Plc (CLVT) announced that its wholly owned subsidiary, Clarivate Science Holdings Corporation, has commenced a cash tender offer for a portion of its 3.875% Senior Secured Notes due 2028. The offer is capped at $75,000,000 aggregate principal amount of notes, subject to proration and other terms in the Offer to Purchase.
The notes have $825,000,000 aggregate principal amount outstanding, with a maturity date of July 1, 2028. The Total Consideration per $1,000 principal will be based on a fixed spread of 50 basis points over the yield of the 4.125% U.S. Treasury due June 30, 2028, determined on September 23, 2026. The offer is scheduled to expire 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.
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Negative
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Filing Explained
The subsidiary has launched the debt tender offer, but no notes are reported as accepted or purchased; any debt reduction remains conditional, capped at
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Tender Cap: $75,000,000 principal amount
Aggregate Principal Amount Outstanding: $825,000,000
Coupon Rate: 3.875%
+5 more
8 metrics
Tender Cap
$75,000,000 principal amount
Maximum aggregate principal amount of notes to be purchased in the offer
Aggregate Principal Amount Outstanding
$825,000,000
Total principal of 3.875% Senior Secured Notes due 2028 outstanding
Coupon Rate
3.875%
Interest rate on Senior Secured Notes due 2028 targeted by the offer
Maturity Date of Notes
July 1, 2028
Scheduled maturity of 3.875% Senior Secured Notes
Fixed Spread
50 basis points
Spread over Reference Security yield to determine Total Consideration
Reference Security Coupon and Maturity
4.125% UST due June 30, 2028
Treasury security used to determine Reference Yield
Offer Expiration
5:00 p.m. New York City time on September 23, 2026
Scheduled expiration date and time of the tender offer
Expected Settlement Date
September 25, 2026
Second business day after expiration date for settlement of accepted tenders
Key Terms
cash tender offer, Total Consideration, Reference Security, Fixed Spread, +2 more
6 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.
Total Consideration financial
"The "Total Consideration" payable per each $1,000 principal amount of Notes"
Total consideration is the full amount of value exchanged in a transaction, including all payments, assets, or benefits involved. It represents what is given up or received in a deal, much like the total price paid when buying a house, covering both the purchase price and any additional costs or benefits. For investors, understanding total consideration helps assess the true scale and value of a transaction.
Reference Security financial
"Reference Security as quoted on the Bloomberg Reference Page"
A reference security is a specific financial asset, such as a bond or stock, used as a standard for measuring or comparing the value of other related investments. It acts like a benchmark or point of reference, helping investors assess how well other assets are performing relative to a known standard. This makes it easier to understand the value and risk of different investments in relation to one another.
Fixed Spread financial
"based on the Fixed Spread, plus the Reference Yield"
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.
Settlement Date financial
"The "Settlement Date" will be the second business day after the Expiration Date"
The settlement date is the day when a securities trade is finalized: the buyer’s cash is delivered and the seller’s shares or bonds are transferred into the buyer’s account. Think of it like the closing day of a purchase, when ownership and payment officially change hands; until then the trade exists as an agreement but not as completed property transfer. Investors care because payment timing affects cash availability, record of ownership, dividends, and legal rights tied to the asset.
Tender Cap financial
"subject to a $75,000,000 cap on the aggregate principal amount of Notes"
A tender cap is the maximum number of shares or maximum total value a buyer will accept in a tender offer, essentially a limit on how much stock the bidder is willing to buy. It matters to investors because if more shares are tendered than the cap allows, the buyer will scale back purchases proportionally, like selling a fixed number of tickets when demand is higher than supply, which affects how many shares each holder can sell and the likely outcome of the offer.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What debt securities is CLVT targeting in this tender offer?
Clarivate’s subsidiary is offering to purchase its 3.875% Senior Secured Notes due 2028. These notes have an aggregate principal amount outstanding of $825,000,000 and mature on July 1, 2028.
How large is Clarivate (CLVT)’s note tender offer?
The tender offer is subject to a $75,000,000 Tender Cap on the aggregate principal amount of notes that may be purchased. The company may eliminate, increase or decrease the Tender Cap before the expiration date, subject to applicable law.
When does Clarivate (CLVT)’s tender offer expire and settle?
The offer is scheduled to expire at 5:00 p.m. New York City time on September 23, 2026. The expected Settlement Date is September 25, 2026, the second business day after the expiration date.
How will the Total Consideration be determined in CLVT’s tender offer?
The Total Consideration per $1,000 principal will be based on a 50 basis point fixed spread over the Reference 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.
Can holders withdraw tendered notes in Clarivate (CLVT)’s offer?
Yes. 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. After that time, withdrawals are generally not permitted except as described in the Offer to Purchase or as required by law.
Who is managing Clarivate (CLVT)’s tender offer process?
Clarivate’s subsidiary has retained Citigroup Global Markets Inc. as the dealer manager for the offer, and Global Bondholder Services Corporation as the Tender and Information Agent to handle documents and tendering questions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
