STOCK TITAN

Clarivate subsidiary accepts $75M in 2028 notes

Only $75,000,000 of the $665,198,000 in tendered principal was accepted, and notes not accepted will be returned to tendering holders.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CLARIVATE PLC announced final results of its wholly owned subsidiary Clarivate Science Holdings Corporation’s cash tender offer for its 3.875% Senior Secured Notes due 2028, which sought up to $75,000,000 in aggregate principal. Of $665,198,000 in aggregate principal tendered, $75,000,000 was accepted, with an 11.3% proration factor. The notes had $825,000,000 in aggregate principal outstanding before the offer.

All offer conditions were satisfied or waived by the September 23, 2026 expiration. Settlement is set for September 25, 2026, when holders whose notes were accepted will also receive an Accrued Coupon Payment. Notes not accepted will be returned promptly to tendering holders.

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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.
Aggregate principal accepted $75,000,000 3.875% Senior Secured Notes due 2028
Aggregate principal tendered $665,198,000 3.875% Senior Secured Notes due 2028
Aggregate principal outstanding $825,000,000 Before the tender offer
Proration factor 11.3% Tender offer for 3.875% Senior Secured Notes due 2028
cash tender offer financial
"previously announced cash tender offer"
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.
Proration Factor financial
"Proration Factor (3)"
A proration factor is the percentage used to scale back how many shares or rights each investor receives when demand exceeds the available supply, such as in an oversubscribed offering or dividend distribution. It matters because it determines the actual number of shares an investor will get and the effective price or value per share they end up with — like cutting a limited number of pizza slices among more people than there are slices, so everyone gets a proportional piece.
Accrued Coupon Payment financial
"will also receive an Accrued Coupon Payment"
An accrued coupon payment is the interest earned on a bond that has accumulated since the last payment date but has not yet been paid to the investor. Think of it like interest building up in a savings account that will be paid out later; it reflects the amount the investor is owed for holding the bond during that period. This figure matters because it helps accurately determine the bond’s current value and the investor’s true earnings.
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.

FAQ

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

How much of CLVT’s 2028 notes were accepted in the tender offer?

Clarivate Science Holdings Corporation accepted $75,000,000 in aggregate principal from the $665,198,000 tendered, with an 11.3% proration factor.

When did the CLVT tender offer expire, and when is settlement?

The offer expired at 5:00 p.m. New York City time on September 23, 2026, and the Settlement Date is September 25, 2026. Holders whose notes were accepted will also receive an Accrued Coupon Payment on that date.

What happens to CLVT notes tendered but not accepted?

Notes validly tendered but not accepted for purchase will be returned promptly to tendering holders in accordance with the Offer to Purchase. Withdrawal rights expired with the offer, except where additional withdrawal rights are required by law.

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

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false 0001764046 0001764046 2026-09-24 2026-09-24 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): September 24, 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 September 24, 2026, Clarivate Plc issued a press release announcing the expiration and results of the previously announced cash tender offer 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 September 24, 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: September 24, 2026 By: /s/ John Doulamis
  Name: John Doulamis
 

Title: Senior Vice President, General Counsel

 

 

 

 

Exhibit 99.1

 

Clarivate Announces Final Results of Offer to Purchase for Cash Certain of its Outstanding Debt Securities

 

LONDON, September 24, 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 offer (the "Offer") by its wholly-owned subsidiary, Clarivate Science Holdings Corporation (the “Company”), to purchase the outstanding 3.875% Senior Secured Notes due 2028 (the "Notes") for aggregate principal amount of up to $75,000,000 (the “Maximum Amount”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated September 17, 2026 (the "Offer to Purchase") and any related documents (collectively with the Offer to Purchase, 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.

 

The Offer expired at 5:00 p.m., New York City time, on September 23, 2026 (such time and date, the "Expiration Date"). Withdrawal rights for the Offer expired at the Expiration Date, and accordingly, Notes validly tendered in the Offer 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 Offer (the "Tender and Information Agent"), the aggregate principal amount of Notes validly tendered and not validly withdrawn pursuant to the Offer and the aggregate principal amount of Notes accepted for purchase, are set forth in the table below.

 

Notes

Issuer

CUSIP / ISIN Number(1) Aggregate Principal Amount Outstanding Prior to Tender Offer

Total Consideration(2)

Aggregate Principal

Amount

Tendered

Aggregate Principal

Amount

Accepted

Proration

Factor(3)

3.875% Senior Secured Notes due 2028 Clarivate Science Holdings Corporation

144A: 18064P AC3 / US18064PAC32

 

Reg S: U1800Q AC3 / USU1800QAC34

 

$825,000,000 $975.15 $665,198,000 $75,000,000 11.3%

 

 

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

(2)Represents the total consideration for the Notes (the "Total Consideration") payable per each $1,000 principal amount of Notes validly tendered and accepted for purchase in the Offer. The Total Consideration for the Notes was determined at 2:00 p.m., New York City time, on September 23, 2026, in the manner described in the Tender Offer Documents.

(3)In accordance with the terms of the Offer to Purchase, the Notes accepted for purchase are subject to proration so that the Company accepts for purchase the Notes for aggregate principal amount of up to the Maximum Amount. The final proration factor has been rounded to the nearest tenth of a percentage point for presentation purposes.

 

 

 

All conditions to the Offer were satisfied or waived on or prior to the Expiration Date. On the "Settlement Date" of September 25, 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 Offer. Global Bondholder Services Corporation served 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.

 

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 was 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 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.

 

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

 

 

 

Filing Exhibits & Attachments

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