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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):
November 12, 2026
CLARIVATE PLC
(Exact name of registrant as specified in its charter)
Jersey, Channel Islands
(State or other jurisdiction of incorporation or
organization)
001-38911
(Commission File Number)
N/A
(I.R.S. Employer Identification No.)
70
St. Mary Axe
London EC3A 8BE
United Kingdom
(Address of Principal Executive Offices)
(44) 207-433-4000
Registrant's telephone number, including area code
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 (see General Instruction A.2.
below):
| ☐ | 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, no par value |
CLVT |
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 8.01. Other Events.
On November 12, 2026, Clarivate Plc issued a press release announcing
the expiration and results of the previously announced cash tender offers by its wholly-owned subsidiary, Clarivate Science Holdings Corporation,
for certain of its debt securities. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| No. |
Description |
| 99.1 |
Press release issued by Clarivate Plc dated November 12, 2026 |
| 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, hereunto duly authorized.
| |
CLARIVATE PLC |
| |
|
| Date: November 12, 2026 |
By: /s/ John Doulamis |
| |
Name: John Doulamis |
| |
Title: Senior Vice President, General Counsel |
Exhibit 99.1
Clarivate Announces Final Results of Offers to
Purchase for Cash Certain of its Outstanding Debt Securities
LONDON, November
12, 2026: Clarivate Plc (NYSE: CLVT) ("Clarivate"), a leading global provider
of transformative intelligence, today announced the expiration and final results of its previously announced cash tender offers (collectively,
the "Offers") by its wholly-owned subsidiary, Clarivate Science Holdings Corporation (the “Company”), to purchase
the outstanding 3.875% Senior Secured Notes due 2028 (the "2028 Notes") for aggregate principal amount of up to $400,000,000
(the “2028 Notes Series Cap”) and the outstanding 4.875% Senior Notes due 2029 (the "2029 Notes" and, together
with the 2028 Notes, the “Notes” and, each, a “Series of Notes”) for aggregate principal amount of up to $100,000,000
(the “2029 Notes Series Cap” and, together with the 2028 Notes Series Cap, each, a “Series Cap”), 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")
and any related documents (collectively with the Offer to Purchase, the "Tender Offer Documents"). 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, and as a result, will accept for purchase $533,000,000 total aggregate principal
amount of the Notes, with the tendered 2028 Notes and 2029 Notes accepted at a proration factor of approximately 67.9% and 45.5%, respectively.
Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.
The Offers expired at 5:00 p.m., New York City time, on November 10,
2026 (such time and date, the "Expiration Date"). Withdrawal rights for the Offers expired at the Expiration Date, and accordingly,
Notes validly tendered in the Offers may no longer be withdrawn except where additional withdrawal rights are required by law.
At the Expiration Date, according to information provided
by Global Bondholder Services Corporation, the tender and information agent for the Offers (the "Tender and Information Agent"),
the aggregate principal amount of each Series of Notes validly tendered and not validly withdrawn pursuant to the Offers and the aggregate
principal amount of each Series of Notes accepted for purchase, are set forth in the table below.
| Series of Notes |
Issuer |
CUSIP / ISIN Number(1) |
Aggregate Principal Amount Outstanding Prior to Tender Offer |
Series Cap(2) |
Total Consideration |
Aggregate Principal Amount Tendered |
Aggregate Principal Amount Accepted |
Proration Factor(5) |
| 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 |
$979.08(3) |
$611,502,000 |
$415,000,000 |
67.9% |
| 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(4) |
$259,297,000 |
$118,000,000 |
45.5% |
| (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) | Represents the total consideration for the 2028 Notes (the "2028 Notes Total Consideration") payable per each $1,000 principal
amount of the 2028 Notes validly tendered and accepted for purchase in the applicable Offer. The 2028 Notes Total Consideration was determined
at 2:00 p.m., New York City time, on November 10, 2026, in the manner described in the Tender Offer Documents. |
| (4) | Represents the total consideration for the 2029 Notes payable per each $1,000 principal amount of the 2029 Notes validly tendered
and accepted for purchase in the applicable Offer. |
| (5) | In accordance with the terms of the Offer to Purchase, each Series of Notes accepted for purchase are subject to proration so that
the aggregate principal amount accepted did not exceed the applicable Series Cap. The final proration factor has been rounded to the nearest
tenth of a percentage point for presentation purposes. |
All conditions to the Offers were satisfied or waived on or prior to
the Expiration Date. On the "Settlement Date" of November 13, 2026, Holders whose Notes have been accepted for purchase will
also receive an Accrued Coupon Payment. The Notes validly tendered but not accepted for purchase will be returned promptly to the tendering
Holders in accordance with the Offer to Purchase.
Citigroup Global Markets Inc. served as dealer manager (the "Dealer
Manager") for the Offers. Global Bondholder Services Corporation served 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.
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 were 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.
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.
Media Contact:
Amy Bourke-Waite, Senior Director, Communications & Brand
newsroom@clarivate.com
Investor Relations Contact:
Mark Donohue, Vice President, Investor Relations
investor.relations@clarivate.com
