Clarivate (NYSE: CLVT) divests LS&H unit for $600M to cut debt and lift margins
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Clarivate Plc agreed to sell its Life Sciences & Healthcare segment to Altaris for $600 million, sharpening its focus on its Academia & Government and Intellectual Property businesses. The deal includes $500 million in cash at closing, $25 million in deferred cash tied to a transition services agreement, and a $75 million seller note.
Clarivate plans to use the cash proceeds to retire notes due 2028 and 2029, lowering interest expense and improving leverage. Management expects the divestiture to increase recurring revenue mix, raise Adjusted EBITDA margin and reduce capital intensity, while free cash flow is maintained. The company reaffirmed its full-year 2026 outlook, including LS&H as discontinued operations from the third quarter, guiding to revenues including discontinued operations of $2.30–$2.42 billion, Adjusted EBITDA of $980 million–$1.04 billion, Adjusted EBITDA margin of about 42–43.5%, Adjusted diluted EPS of $0.70–$0.80, and free cash flow of $365–$435 million. Clarivate also expects a non‑cash goodwill impairment of approximately $225–$250 million related to LS&H.
Positive
- Strategic portfolio focus: Sale of the Life Sciences & Healthcare segment for $600 million sharpens Clarivate’s concentration on its higher-margin Academia & Government and Intellectual Property businesses.
- Improved financial profile and deleveraging: 2026 guidance shows Adjusted EBITDA of $980M–$1.04B and free cash flow of $365M–$435M, while roughly $500M of proceeds are earmarked to retire 2028 and 2029 notes, lowering interest and leverage.
- Margin and cash-flow enhancement: Excluding LS&H, illustrative 2026 Adjusted EBITDA margin rises to about 44.75% and free cash flow margin to roughly 19.25%, with capital expenditures reduced from about $250M to $190M.
Negative
- Non-cash goodwill impairment: Clarivate expects an approximately $225–$250 million goodwill impairment on the Life Sciences & Healthcare segment tied to the agreed sale price, depressing GAAP net income with a forecast 2026 loss per share of $(0.70)–$(0.57).
- Reduced scale from divestiture: 2026 revenues including discontinued operations are guided to $2.30–$2.42 billion, but revenues excluding discontinued operations are lower at $1.94–$2.04 billion, reflecting the exit from the LS&H business.
Insights
Divestiture refocuses Clarivate, boosts margins and supports debt reduction.
Clarivate is selling its Life Sciences & Healthcare segment to Altaris for $600 million, with $500 million in cash at close and a $75 million seller note. Management positions this as portfolio rationalization under its Value Creation Plan, concentrating on Academia & Government and Intellectual Property.
The LS&H business carries lower margins and higher capital intensity, so removing it lifts the 2026 Adjusted EBITDA margin from about 42% to roughly 44% on an illustrative basis and reduces capital expenditures by around $60 million. Clarivate still targets free cash flow of $365–$435 million, aided by lower capex.
Using about $0.5 billion of proceeds to repay 2028 and 2029 notes should cut annual cash interest by roughly $25 million and move net leverage closer to 2.5% over time, based on guidance. The main trade-offs are lower reported revenues and an expected non-cash goodwill impairment of $225–$250 million, while operational guidance for 2026 is reaffirmed pending deal close by year-end.
8-K Event Classification
2 items: 7.01, 9.01
2 items
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
LS&H sale value: $600 million
Cash at closing: $500 million
Seller note: $75 million
+5 more
8 metrics
LS&H sale value
$600 million
Divestiture consideration to Altaris LLC
Cash at closing
$500 million
Cash proceeds Clarivate receives at transaction close
Seller note
$75 million
Note provided as part of LS&H sale consideration
2026 revenues incl. discontinued ops
$2.30B–$2.42B
Full-year 2026 financial outlook including LS&H
2026 Adjusted EBITDA
$980M–$1.04B
Guided range for full-year 2026
2026 Adjusted diluted EPS
$0.70–$0.80
Non-GAAP earnings per share guidance
2026 free cash flow
$365M–$435M
Full-year outlook after transaction costs
LS&H goodwill impairment
$225M–$250M
Expected non-cash impairment on LS&H segment
Key Terms
Adjusted EBITDA, Free cash flow, discontinued operations, seller note, +2 more
6 terms
Adjusted EBITDA financial
"The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the 2026 outlook"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Free cash flow financial
"Free cash flow represents Net cash provided by operating activities less Capital expenditures."
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
discontinued operations financial
"Revenues, including discontinued operations represents total company revenues including those attributable to discontinued operations"
Discontinued operations are parts of a company that it has decided to sell or shut down, and no longer plans to run in the future. This matters to investors because it helps them understand which parts of the business are ongoing and which are being phased out, providing a clearer picture of the company’s current performance and future prospects. Think of it like a store closing a department—it no longer contributes to sales or profits.
seller note financial
"Clarivate will receive $500 million in cash at closing, $25 million in cash deferred ... and a $75 million seller note."
A seller note is a type of loan or financial promise made by the person selling a business or asset to the buyer, often used to help bridge a gap in funding. It acts like the seller lending money to the buyer, with the agreement that the buyer will pay it back over time. For investors, seller notes can influence the overall risk and potential returns of a deal, as they represent an additional layer of financial commitment and potential repayment.
Value Creation Plan financial
"well-aligned with Clarivate's four-pillared Value Creation Plan to optimize our business model"
non-GAAP financial measures financial
"This release contains financial measures that have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”)"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
FAQ
What transaction did Clarivate (CLVT) announce regarding its Life Sciences & Healthcare segment?
Clarivate agreed to sell its Life Sciences & Healthcare segment to Altaris for $600 million. The consideration includes $500 million in cash at closing, $25 million in deferred cash linked to a transition services agreement, and a $75 million seller note.
How will Clarivate (CLVT) use the proceeds from the LS&H divestiture?
Clarivate plans to use roughly $500 million of cash proceeds to repurchase or retire notes maturing in 2028 and 2029. Management expects this to lower annual cash interest by about $25 million and support a path to lower net leverage over time.
What 2026 financial guidance did Clarivate (CLVT) reaffirm with this announcement?
For 2026, Clarivate reaffirmed revenues including discontinued operations of $2.30–$2.42 billion, Adjusted EBITDA of $980M–$1.04B, Adjusted EBITDA margin of roughly 42–43.5%, Adjusted diluted EPS of $0.70–$0.80, and free cash flow of $365M–$435M.
How will the LS&H sale affect Clarivate’s margins and capital intensity?
Management states LS&H has lower margins and higher capital intensity than the rest of Clarivate. Excluding LS&H, illustrative 2026 Adjusted EBITDA margin rises to about 44.75% and capital expenditures decline from roughly $250 million to $190 million.
When is the Clarivate (CLVT) LS&H transaction expected to close?
Clarivate expects the LS&H divestiture to close by the end of the year. Completion is subject to customary closing conditions, including required regulatory approvals and expiration of applicable waiting periods, as outlined in the company’s disclosure and investor materials.
How does the LS&H divestiture impact Clarivate’s revenue mix and growth profile?
Management indicates LS&H had the highest transactional revenue and lowest margin in the portfolio. Removing it is expected to increase recurring organic revenue mix by roughly 300 basis points and support higher Adjusted EBITDA margins while maintaining the mid-point of 2026 recurring organic growth guidance.
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): July 6, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | |||||
| (Commission File Number) | |||||
| N/A | |||||
| (I.R.S. Employer Identification No.) | |||||
(Address of Principal Executive Offices) | |||||
(44 ) 207-433-4000
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 7.01. Regulation FD Disclosure.
On July 6, 2026, Clarivate Plc (“Clarivate” or the “Company”) announced an agreement to sell its Life Sciences and Healthcare business to an affiliate of Altaris, LLC. The purchase agreement for the transaction includes customary representations, warranties and covenants by the parties. The press release has been furnished with this Current Report on Form 8-K as Exhibit 99.1 and is posted on the investor relations section of the Company’s website (http://ir.clarivate.com/).
The Company will be delivering the investor presentation on the conference call referred to in the press release, and will post to its website supplemental information related to the transaction. The supplemental information that will be posted on the Company’s website has been furnished with this Current Report on Form 8-K as Exhibit 99.2.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration or other document pursuant to the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| No. | Description | ||||
| 99.1 | Press release issued by Clarivate Plc dated July 6, 2026. | ||||
| 99.2 | Supplemental Information dated July 6, 2026. | ||||
| 104 | Cover page of this Current Report on Form 8-K formatted in Inline XBRL. | ||||
FORWARD-LOOKING STATEMENTS
This report 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 anticipated divestiture of our Life Sciences & Healthcare business or any other strategic transactions we may explore, the anticipated use of proceeds from the divestiture of our Life Sciences & Healthcare business, anticipated cost savings, results of operations, financial condition, liquidity, capital allocation plans and share repurchases, foreign exchange impacts, prospects, growth, strategies, and the markets in which we operate, our financial guidance for the fiscal year 2026 and key drivers thereof and underlying assumptions, the impact or anticipated benefits of our Value Creation Plan and other growth strategies, the global macroeconomic uncertainty and volatility, the impact of artificial intelligence (“AI”) on our business and strategy, and the timing of any of the foregoing. 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.
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: July 6, 2026 | By: /s/ Jonathan Collins | ||||
| Name: Jonathan Collins | |||||
| Title: Executive Vice President & Chief Financial Officer | |||||
Clarivate Announces Sale of Life Sciences & Healthcare Segment for $600 Million
Transaction sharpens company’s focus on AI-driven transformative intelligence for its leading Academia & Government and Intellectual Property segments
Enhances financial profile by improving revenue mix, expanding Adjusted EBITDA margin and lowering capital intensity; proceeds to be used to reduce debt
Reaffirms full-year 2026 financial outlook
Conference call and webcast scheduled for 9:00 AM eastern time
London, U.K. July 6, 2026: Clarivate Plc (NYSE: CLVT) (“Clarivate” or the “Company”), a leading global provider of transformative intelligence, today announced it has entered into a definitive agreement to divest its Life Sciences & Healthcare (“LS&H”) segment to Altaris LLC, an investment firm with an exclusive focus on acquiring and building companies in the healthcare industry, for $600 million.
Following the close of the transaction, Clarivate will be a subscription-first global provider of intelligence solutions, workflow software and tech-enabled services for its leading Academia & Government ("A&G") and Intellectual Property ("IP") segments. Both segments already benefit from deep customer relationships, as well as shared content assets and technology platforms. A&G’s research, education and library solutions propel academic institutions and government organizations forward, and IP’s leading data, software and expertise reshape the way companies create, manage and protect intellectual property. With this sharpened focus, Clarivate will drive sustained value through differentiated insights, workflow solutions and tech-enabled services at scale.
Matti Shem Tov, Chief Executive Officer of Clarivate, said: “We are pleased to have reached this agreement, which is well-aligned with Clarivate's four-pillared Value Creation Plan to optimize our business model, improve our sales execution, accelerate innovation and rationalize our portfolio, all with the goal of unlocking shareholder value. With the complementary nature of A&G’s and IP’s businesses, we will enhance efficiency, sharpen execution, strengthen innovation and grow customer reach. The Company will have a stronger financial profile and more focused portfolio, making it well positioned as a leader in the knowledge and innovation economy and poised to drive sustained value for shareholders, customers and employees."
Jonathan Collins, Executive Vice President and Chief Financial Officer of Clarivate, said: “This strategic divestiture strengthens Clarivate’s financial profile and accelerates our debt reduction plan. Moreover, monetizing the LS&H segment will enhance the quality of our revenue mix, lower capital intensity, and improve margins. The result is a streamlined Company with increased financial flexibility to support long-term growth and disciplined capital allocation.”
Henry Levy, President, Life Sciences & Healthcare, at Clarivate, said: “The LS&H segment integrates deep domain expertise, trusted data assets and strong analytical capabilities to support critical decision-making across the drug and device lifecycle, aiding customers from discovery to commercialization and market access. Under Altaris, the business will be well-positioned to build on its strong foundation and enter its next phase of growth, supported by continued investment and a strong focus on customer impact.”
Transaction Details, Debt Reduction and Timing to Close
Under the terms of the agreement, Clarivate will receive $500 million in cash at closing, $25 million in cash deferred to the completion of a transition services agreement and a $75 million seller note.
The Company intends to use the cash proceeds to reduce debt, strengthening its balance sheet and reinforcing its focus on furthering shareholder value creation.
The transaction is expected to close by the end of the year, subject to customary closing conditions, including regulatory approvals and the expiration of applicable waiting periods.
Reaffirms Full-Year 2026 Financial Outlook
Clarivate reaffirmed its full-year 2026 financial outlook including the LS&H segment results for the full year, which will be classified as discontinued operations starting in the third quarter. The Company expects to update its full-year outlook when the transaction closes. The Company also expects to record an approximately $225 to $250 million non-cash goodwill impairment on the LS&H segment, based on the agreed upon sales price, that will not impact any of the financial metrics in its full-year outlook.
Forward-Looking Statement
The full-year outlook presented below assumes no further acquisitions, divestitures or other unanticipated events.
| Full-Year 2026 Financial Outlook | |||||
| Organic ACV | 2.0% to 3.0% | ||||
| Recurring Organic Revenue Growth | 0.75% to 2.25% | ||||
| Revenues, including discontinued operations | $2.30B to $2.42B | ||||
| Revenues | $1.94B to $2.04B | ||||
Adjusted EBITDA(1) | $980M to $1.04B | ||||
Adjusted EBITDA Margin(1) | 42.0% to 43.5% | ||||
Adjusted Diluted EPS(1)(2) | $0.70 to $0.80 | ||||
Free Cash Flow(1) | $365M to $435M | ||||
Notes
(1)Non-GAAP measure. Please see “Use of Non-GAAP Financial Measures” and “Reconciliations to Certain Non-GAAP Measures” in this release for important disclosures and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this press release.
(2)Adjusted diluted EPS for 2026 is calculated based on approximately 650 million fully diluted adjusted weighted average ordinary shares outstanding.
Conference Call and Webcast
Clarivate will host a conference call and webcast today to discuss the transaction results at 9:00 a.m. Eastern Time. The webcast is open to all interested parties and may include forward-looking information. The webcast will be accessible through the investor relations section of the Company’s website. To join the webcast, please visit https://events.q4inc.com/attendee/434451402.
Interested parties may also access the live audio broadcast. U.S. participants may call 800-715-9871; international participants may call +1 646-307-1963 (long-distance charges will apply). The conference ID number is 4186636.
A replay of the webcast will also be available on https://ir.clarivate.com beginning two hours after the conclusion of the live call.
Advisors
Morgan Stanley & Co. LLC is serving as financial advisor. Davis Polk & Wardwell LLP and Hogan Lovells Cadwalader are serving as legal advisors. Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor.
Use of Non-GAAP Financial Measures
This release contains financial measures that have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including Adjusted EBITDA, Adjusted EBITDA margin, Adjusted diluted EPS, Free cash flow, and Revenues, including discontinued operations. Non-GAAP financial measures are not recognized terms under GAAP, are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP. As a result, you should not consider such measures in isolation from, or as a substitute for, financial measures or results of operations calculated or determined in accordance with GAAP.
We use non-GAAP measures internally in our operational and financial decision-making, to assess the operating performance of our business, to assess performance for employee compensation purposes, and to decide how to allocate resources. We believe that such measures allow us to focus on what we deem to be more reliable indicators of ongoing operating performance and our ability to generate cash flow from operations, and we also believe that investors may find these non-GAAP financial measures useful for the same reasons. Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. Further, these measures can be useful in evaluating our performance against our peer companies because we believe they provide users with valuable insight into key components of our GAAP financial disclosure. However, non-GAAP measures have limitations as analytical tools and because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.
Definitions and reconciliations of non-GAAP measures to the most directly comparable GAAP measures are provided within the schedules attached to this release. Our presentation of non-GAAP measures should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that any projections and estimates will be realized in their entirety or at all.
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 anticipated divestiture of our LS&H business or any other strategic transactions we may explore, the anticipated use of proceeds from the divestiture of our LS&H business, anticipated cost savings, results of operations, financial condition, liquidity, capital allocation plans and share repurchases, foreign exchange impacts, prospects, growth, strategies, and the markets in which we operate, our financial guidance for the fiscal year 2026 and key drivers thereof and underlying assumptions, the impact or anticipated benefits of our Value Creation Plan and other growth strategies, the global macroeconomic uncertainty and volatility, the impact of artificial intelligence (“AI”) on our business and strategy, and the timing of any of the foregoing. 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
Reconciliations to Certain Non-GAAP Measures
Adjusted EBITDA and Adjusted EBITDA Margin
Adjusted EBITDA represents Net income (loss) before the Provision (benefit) for income taxes, Depreciation and amortization, and Interest expense, net, adjusted to exclude share-based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements, and other items that are included in Net income (loss) for the period that we do not consider indicative of our ongoing operating performance. Net income (loss) margin is calculated by dividing Net income (loss) by Revenues. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues.
The following table presents our calculation of Adjusted EBITDA and Adjusted EBITDA margin for the 2026 outlook and reconciles these non-GAAP measures to our Net income (loss) and Net income (loss) margin for the same period:
| Year Ending December 31, 2026 (Forecasted) | |||||||||||
| (In millions); (unaudited) | Low | High | |||||||||
| Net income (loss) | $ | (461) | $ | (371) | |||||||
| Provision (benefit) for income taxes | 43 | 48 | |||||||||
| Depreciation and amortization | 786 | 786 | |||||||||
| Interest expense, net | 238 | 228 | |||||||||
| Share-based compensation expense | 70 | 70 | |||||||||
| Goodwill and intangible asset impairments | 250 | 225 | |||||||||
Restructuring costs(1) | 25 | 25 | |||||||||
| Transaction related costs | 35 | 35 | |||||||||
| Other | (6) | (6) | |||||||||
| Adjusted EBITDA | $ | 980 | $ | 1,040 | |||||||
| Net income (loss) margin | (19.5) | % | (15.7) | % | |||||||
| Adjusted EBITDA margin | 41.5 | % | 44.0 | % | |||||||
(1) Reflects restructuring costs expected to be incurred in 2026 associated with the Value Creation Plan.
Adjusted Diluted EPS
Adjusted net income represents Net income (loss), adjusted to exclude amortization related to acquired intangible assets, share-based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements, other items that are included in net income (loss) for the period that we do not consider indicative of our ongoing operating performance and the associated income tax impact of such adjustments.
Adjusted diluted EPS is calculated by dividing Adjusted net income by Adjusted diluted weighted average shares. The Adjusted diluted weighted average shares calculation assumes that all instruments in the calculation are dilutive.
The following table presents our calculation of Adjusted diluted EPS for the 2026 outlook and reconciles this non-GAAP measure to our Net income (loss) per share for the same period:
| Year Ending December 31, 2026 (Forecasted) | |||||||||||
| (Unaudited) | Low | High | |||||||||
| Net income (loss) per share | $ | (0.70) | $ | (0.57) | |||||||
| Amortization related to acquired intangible assets | 0.84 | 0.84 | |||||||||
| Share-based compensation expense | 0.11 | 0.11 | |||||||||
| Goodwill and intangible asset impairments | 0.38 | 0.35 | |||||||||
Restructuring costs(1) | 0.04 | 0.04 | |||||||||
| Transaction related costs | 0.05 | 0.05 | |||||||||
| Other | 0.02 | 0.02 | |||||||||
| Income tax impact of related adjustments | (0.04) | (0.04) | |||||||||
| Adjusted diluted EPS | $ | 0.70 | $ | 0.80 | |||||||
| Adjusted weighted average ordinary shares, diluted | ~650 million | ||||||||||
(1) Reflects restructuring costs expected to be incurred in 2026 associated with the Value Creation Plan.
Free Cash Flow
Free cash flow represents Net cash provided by operating activities less Capital expenditures.
The following table presents our calculation of Free cash flow for the 2026 outlook and reconciles this non-GAAP measure to our Net cash provided by operating activities for the same period:
| Year Ending December 31, 2026 (Forecasted) | |||||||||||
| (In millions); (unaudited) | Low | High | |||||||||
| Net cash provided by operating activities | $ | 615 | $ | 685 | |||||||
| Capital expenditures | (250) | (250) | |||||||||
| Free cash flow | $ | 365 | $ | 435 | |||||||
Revenues, Including Discontinued Operations
Revenues, including discontinued operations represents total company revenues including those attributable to discontinued operations, which will begin to be reported in the third quarter for the LS&H segment.
The following table presents our calculation of Revenues, including discontinued operations and reconciles this non-GAAP measure to our Revenues, excluding discontinued operations for the same period:
| Year Ending December 31, 2026 (Forecasted) | |||||||||||
| (In millions); (unaudited) | Low | High | |||||||||
| Revenues, including discontinued operations | $ | 2,300 | $ | 2,420 | |||||||
| Revenues attributable to discontinued operations | (360) | (380) | |||||||||
| Revenues | $ | 1,940 | $ | 2,040 | |||||||
LS&H Divestiture Investor Call July 6, 2026
Safe Harbor Statement and Non-GAAP Financial Measures © 2026 Clarivate. All rights reserved. 2 Forward-Looking Statements This presentation 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. Forward-looking statements included in this presentation include all matters that are not historical facts, including statements relating to our intentions, beliefs, or current expectations concerning, among other things, the anticipated divestiture of our LS&H business or any other strategic transactions we may explore, the anticipated use of proceeds from the divestiture of our LS&H business, anticipated cost savings, results of operations, financial condition, liquidity, capital allocation plans and share repurchases, foreign exchange impacts, prospects, growth, strategies, and the markets in which we operate, our financial guidance for the fiscal year 2026 and key drivers thereof and underlying assumptions, the impact or anticipated benefits of our Value Creation Plan and other growth strategies, the global macroeconomic uncertainty and volatility, the impact of artificial intelligence (“AI”) on our business and strategy, and the timing of any of the foregoing. 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, uncertainties, and other important factors (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. Factors that may impact such forward-looking statements include, but are not limited to, our ability to compete in the highly competitive industry in which we operate; our ability to maintain high annual renewal rates; our ability to maintain revenues if our products and services do not achieve and maintain broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards, and changing regulatory requirements; reductions in customers’ research budgets or government funding; the success of our Value Creation Plan; our ability to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments, or dispositions; our exposure to risk from the international scope of our operations; our level of indebtedness; our ability to leverage AI in our products and services; any significant disruption in or unauthorized access to or breaches of our computer systems or those of third parties that we utilize in our operations; other factors beyond our control; and 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.
Safe Harbor Statement and Non-GAAP Financial Measures © 2026 Clarivate. All rights reserved. 3 Non-GAAP Financial Measures This presentation contains financial measures that have not been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”), including Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Diluted EPS, Free Cash Flow, and Free Cash Flow Margin. Non-GAAP financial measures are not recognized terms under GAAP, are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP. As a result, you should not consider such measures in isolation from, or as a substitute for, financial measures or results of operations calculated or determined in accordance with GAAP. We use non-GAAP measures internally in our operational and financial decision-making, to assess the operating performance of our business, to assess performance for employee compensation purposes, and to decide how to allocate resources. We believe that such measures allow us to focus on what we deem to be more reliable indicators of ongoing operating performance and our ability to generate cash flow from operations, and we also believe that investors may find these non-GAAP financial measures useful for the same reasons. Non-GAAP measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. Further, these measures can be useful in evaluating our performance against our peer companies because we believe they provide users with valuable insight into key components of our GAAP financial disclosure. However, non-GAAP measures have limitations as analytical tools and because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies. Definitions and reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures are provided within the Appendix to this presentation. Our presentation of non- GAAP measures should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that any projections and estimates will be realized in their entirety or at all. Industry and Market Data The market data and other statistical information used throughout this presentation are based on industry publications and surveys, public filings, and various government sources. Industry publications and surveys generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. We have not independently verified such third-party information, nor have we ascertained the underlying economic assumptions relied upon in those sources, and we are unable to assure you of the accuracy or completeness of such information contained in this presentation. While we are not aware of any misstatements regarding our market, industry, or similar data presented herein, such data involve risks and uncertainties and are subject to change based on various factors.
Agenda 4© 2026 Clarivate. All rights reserved. Strategic Rationale Financial Implications Q&A Matti Shem Tov Chief Executive Officer Jonathan Collins Chief Financial Officer
Matti Shem Tov Chief Executive Officer Strategic Rationale
Reached Definitive Agreement to Sell LS&H Segment © 2026 Clarivate. All rights reserved. 6 Concluded strategic review in Q1 announcing intention to sell LS&H business LS&H DivestiturePortfolio Composition Definitive agreement reached to sell entire LS&H segment to Altaris LLC Expect transaction to close by year end subject to customary regulatory approvals and closing conditions 1 2025A. Segment Adj. EBITDA – Capital Expenditures Contribution1
Sale Represents Continued Progress on Value Creation Plan Product & Agentic AI Accelerated Innovation Optimize ROI and Support Sales Execution Sales Improved Sales Execution Increase Organic Growth and Achieve Targets Revenue Business Model Optimization Increase Subscription and Re-occurring Revenue Mix Portfolio Solutions Rationalization Unlock Value for Shareholders 7 Value Creation Enablers Talent and Culture Cost Rationalization Enterprise Technology © 2026 Clarivate. All rights reserved. ▲ 900bps Increase in recurring organic revenue mix1, 2 ▲ 160 bps Increase in organic annual contract value growth1 ▲ 16 Major product and AI-powered capabilities released3 ▲ 4 Strategic disposals and divestitures4 1 2024A vs. Midpoint of 2026 Guidance. 2 Subscription + Re-occurring order types. 3 Nov 2024 – May 2026. 4 Announced or completed.
Strategic Move Sharpens Focus and Enhances Financial Profile © 2026 Clarivate. All rights reserved. 8 Focus on Innovative, Leading Business Segments 1 Streamline Operating Model 2 Enhance Financial Profile 3 Reduce Debt and Improve Flexibility 4 Enabling Greater Strategic Clarity, Execution Focus and Financial Flexibility
The New Clarivate | Uniquely Scaled Provider of AI Powered Transformative Intelligence Driving the Knowledge and Innovation Economy © 2026 Clarivate. All rights reserved. 9 Academia & Government Intellectual Property 99% of Top 400 Universities 121M Students and Researchers 96% of Top 50 R&D Companies 10K Intellectual Property Customers 96% Organic revenue generated from proprietary solutions1 Indispensable Market Position Accelerating research with world’s most trusted citation network and credentials via an AI-native platform Web of Science Powering institutional knowledge with market leading workflow platforms Alma Empowering discovery with category defining collections of scholarly content ProQuest Delivering the global standard for patent and trademark intelligence via an AI-native user interface IPOne Enabling end-to-end IP management with gold standard workflow solutions IPfolio Streamlining global patent renewals and administrative services IP Maintenance Intelligence Solutions | Workflow Software | Tech-Enabled Services AI Research Assistants | AI Workflow Agents | AI Ecosystem Access AI Powered Transformative Intelligence 1 FY2025A organic revenue.
Jonathan Collins Chief Financial Officer Financial Implications
Transaction Overview © 2026 Clarivate. All rights reserved. 11 Acquiror Altaris LLC Use of Proceeds Net cash proceeds will be used to retire notes due 2028 and 2029 Timing Expect transaction to close by year end subject to customary regulatory approvals and closing conditions Valuation / Consideration $600m / $525m cash, $75m seller note 10x Adj. EBITDA less Capital Expenditures; ▲ 3x v. CLVT at 7x1 Transaction Details DRG Commercialization Solutions Cortellis R&D Solutions 1 $600m / LS&H Segment 2026T Adj. EBITDA of ~$120m - Capital Spending of ~$60m = 10x; CLVT 3/31 Net Debt of $4.1b + 6/30 Market Capitalization of $1.4b = Enterprise Value of $5.5b / 2026T Adj. EBITDA ~$1,010m – Capital Spending of ~$250m = 7x
LS&H Divestiture Improves Key Financial Metrics and Maintains FCF 12© 2026 Clarivate. All rights reserved. Key Metrics 2026T¹ 2026T Exc. LS&H² Growth / Revenues / Mix • LS&H segment has the highest transactional revenue in portfolio; will increase recurring mix Adj. EBITDA / Margin • LS&H segment has the lowest profit margin in the portfolio; will increase profit margin Free Cash Flow • LS&H segment has the highest capital intensity in the portfolio; will lower capital spend by ~$60m • This year’s FCF guidance now includes ~$35m of transaction costs to complete this divestiture (guidance mid-point included ~$15m to get to signing) • Up front cash proceeds of ~$0.5b will be used to retire notes; will lower cash interest by ~$25m • ~$5m of cash taxes tied to LS&H Revenues ~$2,360 ~$1,990 ▼ ~(370) Adj. EBITDA³ ~$1,010 ~$890 ▼ ~(120) Free Cash Flow³ ~$380 ~$385 ▲ ~+5 1 Mid-point of full-year guidance ranges except FCF, which now contemplates ~$20m of additional post-signing transaction costs (see p17). 2 These measures are illustrative, are not pro forma financial results prepared in accordance with Article 11 of Regulation S-X and have not been audited or reviewed by our independent accounting firm. ³ See the Appendix for a reconciliation of GAAP to Non-GAAP measures. Recurring Organic Growth ~1.5% ~1.5% No Change Recurring Organic Revenue Mix ~89% ~92% ▲ ~+300 bps Adj. EBITDA Margin³ ~42¾% ~44¾% ▲ ~+200 bps ~$250 ~$190 ▼ ~(60)Capital Expenditures ~$345 ~$280 ▼ ~(65)1X, Interest, Taxes FY 2026 Estimated Impact of LS&H Divestiture Free Cash Flow Margin³ ~16% ~19¼% ▲ ~+325 bps
Proceeds and FCF Generation Enable Retirement of Mid-Term Debt Maturities © 2026 Clarivate. All rights reserved. 13 900 900 775 2,499 2026 2027 2028 2029 2030 2031 Senior Secured Notes Senior Notes Undrawn RCF Term Loan B Debt Maturity Profile ($ millions) Illustrative Deleveraging Path ($ millions) 900 ~500 900 Q1 26 Q2 26 Q3 26 Q4 26 Q1 27 Q2 27 Q3 27 Q4 27 Q1 28 Q2 28 Q3 28 Q4 28 Q1 29 Q2 29 2028 Senior Secured Notes 2029 Senior Notes Net Leverage 4.0x ~3.5x ~3.0x ~2.5x Debt Maturity Profile • Favorable runway with no near-term debt maturities 2028 and 2029 Notes • Proceeds from the LS&H sale will be used to repurchase or retire ~$0.5b of these notes • Like the last three years, expect average quarterly FCF of at least ~$100m over the next three years post- divestiture as FCF contribution from LS&H segment has been negligible • Based on current debt market conditions, intend to use FCF to repurchase or retire the remaining notes in their entirety by their respective maturities
Investment Highlights © 2026 Clarivate. All rights reserved. 14 Transaction Represents Continued VCP Progress and Enhanced Financial Profile Delivering on Value Creation Plan Commitments Improving Predictability Through Revenue Mix Accelerating Organic Growth Delivering AI-Driven Innovation Rationalizing Portfolio With Sale of LS&H Enhancing Financial Profile With Divestiture Improving Recurring Revenue Mix Expanding Profit Margin Lowering Capital Intensity Maintaining FCF & Reducing Debt
Q&A Session
Appendix Full Year Guidance and Presentation of Certain Non-GAAP Financial Measures
FY 2026 Guidance Reaffirmed; Assumes Transaction Closes at Year End 17© 2026 Clarivate. All rights reserved. ACV Organic Growth • Likely in lower half of range as LS&H will be inorganic in H2 Recurring Organic Growth • Subscription growth acceleration and stable re-occurring revenues Revenues Incl. Discontinued Ops • Decline over prior year due entirely to strategic disposals; revenue mix likely above range as LS&H moves to inorganic in H2 Adj. EBITDA / Margin / EPS1 • Margin expansion driven by organic growth and cost discipline • EPS growth due to share repurchases Free Cash Flow1 • Likely in lower half of range due to ~$20m of incremental one-time costs to close transaction +50 bps ACV Organic Growth 2% 3% ~2¼% Recurring Organic Revenue Mix3 88% 90% ~92% +400 bps Adj. EBITDA1 $980m $1,040m ~$1,010m +1% Adj. EBITDA Margin1 42% 43½% ~42¾% +200 bps Adj. Diluted EPS1 80₵70₵ ~75₵ +9% Free Cash Flow1 $365m $435m ~$380m +5% (4)% Revenues Including Discontinued Ops1 $2,300m $2,420m ~$2,360m +90 bps Recurring Organic Growth2 ¾% 2¼% ~1½% Current vs. PY 1 See the Appendix for a reconciliation of GAAP to Non-GAAP measures. 2 Subscription + Re-occurring order types. 3 (Subscription + Re-occurring) / Total Revenues excluding disposals. 4 Mid Point included for illustrative purposes only. Mid Point4Guidance Range Current Indication from Transaction Impact
18© 2026 Clarivate. All rights reserved. Presentation of Certain Non-GAAP Financial Measures Adjusted EBITDA and Adjusted EBITDA margin Adjusted EBITDA represents net income (loss) before the provision (benefit) for income taxes, depreciation and amortization, and interest expense, net, adjusted to exclude share-based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements, and other items that are included in net income (loss) for the period that we do not consider indicative of our ongoing operating performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Revenues. Net income (loss) margin is calculated by dividing Net income (loss) by Revenues. Free cash flow and Free cash flow margin Free cash flow represents Net cash provided by (used for) operating activities less capital expenditures. Free cash flow margin is calculated by dividing free cash flow by Revenues. Operating cash flow margin is calculated by dividing Net cash provided by operating activities by revenues. Adjusted net income and Adjusted diluted EPS Adjusted net income represents net income (loss), adjusted to exclude amortization related to acquired intangible assets, share-based compensation, impairments, restructuring expenses, the impact of certain non-cash fair value adjustments on financial instruments, acquisition and/or disposal-related transaction costs, unrealized foreign currency gains/losses, legal settlements, and other items that are included in net income (loss) for the period that we do not consider indicative of our ongoing operating performance and the associated income tax impact of such adjustments. Adjusted diluted EPS is calculated by dividing Adjusted net income by Adjusted diluted weighted average shares. The adjusted diluted weighted average shares calculation assumes that all instruments in the calculation are dilutive. Revenues, Including Discontinued Operations Revenues, including discontinued operations represents total company revenues including those attributable to discontinued operations, which will begin to be reported in the third quarter for the LS&H segment.
19© 2026 Clarivate. All rights reserved. Year Ending December 31, 2026 (Forecasted) Incl. LS&H Year Ending December 31, 2026 (Forecasted) Excl. LS&H $m Low Mid-Point High Mid-Point Net income (loss) $(461) $(416) $(371) $(126) Provision (benefit) for income taxes 43 46 48 41 Depreciation and amortization 786 786 786 695 Interest expense, net 238 233 228 208 Share-based compensation expense 70 70 70 58 Goodwill and intangible asset impairments 250 238 225 0 Restructuring costs1 25 25 25 20 Transaction related costs 35 35 35 0 Other (6) (6) (6) (6) Adjusted EBITDA $980 $1,010 $1,040 $890 Net income (loss) margin (19.5)% (17.6)% (15.7)% (6.3)% Adjusted EBITDA margin 41.5% 42.75% 44.0% 44.75% 1 For the 2026 outlook, reflects restructuring costs expected to be incurred associated with the Value Creation Plan. Reconciliation of Non-GAAP Financial Measures – 2026 Outlook Net income (loss) to Adjusted EBITDA and Adjusted EBITDA margin
20 Year Ending December 31, 2026 (Forecasted) Incl. LS&H Year Ending December 31, 2026 (Forecasted) Excl. LS&H $m Low Current Indication High Current Indication Net cash provided by operating activities $615 $630 $685 $575 Capital expenditures (250) (250) (250) (190) Free cash flow $365 $380 $435 $385 Operating cash flow margin 26.7% 26.7% 28.3% 28.9% Free cash flow margin 15.9% 16.0% 18.0% 19.25% © 2026 Clarivate. All rights reserved. Reconciliation of Non-GAAP Financial Measures – 2026 Outlook Net cash provided by operating activities to Free cash flow and Free cash flow margin
21© 2026 Clarivate. All rights reserved. Year Ending December 31, 2026 (Forecasted) $m Low High Net income (loss) per share $(0.70) $(0.57) Amortization related to acquired intangible assets 0.84 0.84 Share-based compensation expense 0.11 0.11 Goodwill and intangible asset impairments 0.38 0.35 Restructuring costs1 0.04 0.04 Transaction related costs 0.05 0.05 Other 0.02 0.02 Income tax impact of related adjustments (0.04) (0.04) Adjusted diluted EPS $0.70 $0.80 Adjusted weighted average ordinary shares, diluted ~650 million Reconciliation of Non-GAAP Financial Measures – 2026 Outlook 1 Reflects restructuring costs expected to be incurred in 2026 associated with the Value Creation Plan. Net income (loss) per fully diluted weighted shares outstanding to Adjusted diluted EPS
22 Year Ending December 31, 2026 (Forecasted) $m Low High Revenues, including discontinued operations $2,300 $2,420 Revenues attributable to discontinued operations (360) (380) Revenues $1,940 $2,040 © 2026 Clarivate. All rights reserved. Reconciliation of Non-GAAP Financial Measures – 2026 Outlook Revenues, Including Discontinued Operations to Revenues
© 2026 Clarivate Clarivate and its logo, as well as all other trademarks used herein, are trademarks of their respective owners and used under license. 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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