Clarivate Plc 8-K Filings

Clarivate Plc completed the sale of its Life Sciences & Healthcare business to an affiliate of Altaris, LLC on October 6, 2026. The transaction was announced at $600 million. At closing, the buyer paid $500 million in cash, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses, and an affiliate of the buyer issued a $75 million unsecured senior note to a wholly owned Clarivate subsidiary. A further $25 million in deferred consideration is payable on the latest of specified transition-services and final-payment milestones and January 31, 2028, but no later than January 31, 2028.

Clarivate said it intends to use the transaction proceeds to reduce debt and strengthen its balance sheet. Henry Levy, Clarivate’s President, Life Sciences & Healthcare, terminated employment with a subsidiary upon closing; a separation agreement provides for payments and benefits under his retention agreement. Clarivate expects to file unaudited pro forma financial statements by October 13, 2026, and plans to report third-quarter results on November 3, 2026, with full-year 2026 guidance updated to reflect the divestiture.

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.

CLARIVATE PLC announced pricing terms for a cash tender offer by its wholly owned subsidiary, Clarivate Science Holdings Corporation, for its 3.875% Senior Secured Notes due 2028. The offer has a $75,000,000 aggregate-principal cap, subject to proration and other conditions. The stated Total Consideration is $975.15 per $1,000 principal amount validly tendered for purchase, plus accrued and unpaid interest for notes accepted. The notes had $825,000,000 in aggregate principal amount outstanding.

The pricing uses a 4.864% Reference Yield and a +50-basis-point Fixed Spread. The offer expires at 5:00 p.m. New York City time on September 23, 2026, unless extended or earlier terminated. The subsidiary may change the Tender Cap before expiration and may accept up to 2% more of the outstanding notes without amending or extending the offer. Settlement was expected September 25, 2026.

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.

Clarivate Plc announced a finance leadership transition. Executive Vice President & Chief Financial Officer Jonathan Collins resigned effective August 7, 2026, with the company stating his departure is not due to any disagreement. Michael Easton, age 53, will become Executive Vice President & Chief Financial Officer effective August 8, 2026.

Easton, a longtime finance executive at Clarivate, currently serves as Senior Vice President, Finance & Chief Accounting Officer. His new package includes a $600,000 base salary, a target annual bonus equal to 100% of salary, 2027 long‑term equity incentives with a $2,000,000 target value, and a $750,000 one‑time promotion equity award. Clarivate also promoted Matthew Lisowski, age 40, to Senior Vice President, Chief Accounting Officer effective August 8, 2026, with revised salary, bonus and equity incentives.

Clarivate Plc reported Q2 2026 results with revenues of $587.3 million, down 5.5% year over year, mainly from divestitures and weaker transactional demand. Organic revenues declined 1.5% as 0.7% organic subscription growth was offset by a 15.7% drop in organic transactional revenues.

Profitability was mixed. A $221.7 million non‑cash goodwill impairment tied to the Life Sciences & Healthcare segment drove a net loss of $268.6 million, or $0.42 per diluted share, versus a $72.0 million loss a year earlier. Adjusted net income was $123.1 million and Adjusted EBITDA was $247.2 million, both slightly below Q2 2025, while the Adjusted EBITDA margin held at 42.1%. First‑half free cash flow was $122.9 million.

The balance sheet and strategy are shifting. Total debt fell to $4,251.5 million at June 30, 2026, a $218.4 million reduction in the first half, and cash was $217.7 million. Clarivate reached a definitive agreement to sell its Life Sciences & Healthcare segment to Altaris LLC at 10x expected 2026 Adjusted EBITDA less capex, with net proceeds intended for debt repayment and a pro forma recurring revenue mix of about 92%. The company reaffirmed its 2026 outlook, including revenues including discontinued operations of $2.30–$2.42 billion, Adjusted EBITDA of $980–$1,040 million, Adjusted diluted EPS of $0.70–$0.80 and free cash flow of $365–$435 million.

Clarivate Plc has entered into a definitive agreement to sell its Life Sciences & Healthcare business to an affiliate of Altaris, LLC for an aggregate purchase price of $600,000,000. The deal is expected to close by the end of calendar year 2026, subject to regulatory approvals and other customary conditions and does not require shareholder approval.

The consideration includes $500,000,000 in cash at closing (subject to customary adjustments), $25,000,000 of deferred consideration payable no later than January 31, 2028, and a $75,000,000 unsecured senior note issued by a buyer affiliate. Buyer financing is supported by Altaris equity and debt commitments, with a $33,000,000 termination fee payable by Buyer in specified circumstances.

Clarivate will also enter a transition services agreement and related commercial arrangements to support post-closing operations. Separately, a retention agreement for Henry Levy, President, Life Sciences & Healthcare, provides accelerated vesting of certain equity upon closing and severance protections if he is terminated without cause within six months after closing.

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.

Clarivate Plc announced a leadership transition in its Intellectual Property segment. Maroun S. Mourad will step down as President, Intellectual Property effective June 9, 2026, and remain in a non-executive advisory role until September 30, 2026, to support a smooth handover.

Under a separation agreement, Mr. Mourad will receive a cash payment of $450,000 as a pro-rated target annual bonus for 2026, a lump-sum COBRA reimbursement equal to 18 months of average monthly cost, and any applicable tax equalization payment, in exchange for a release of claims and continued adherence to restrictive covenants. Clarivate appointed Simon Webster, former CEO of CPA Global, as President of the Intellectual Property segment effective June 10, 2026, and reaffirmed its full-year 2026 outlook mentioned in its first-quarter 2026 results.

Clarivate Plc reported the results of its 2026 Annual General Meeting of Shareholders. Of 642,179,542 ordinary shares outstanding and entitled to vote as of March 16, 2026, 559,077,435 shares were represented in person or by proxy, constituting a quorum.

Shareholders elected all ten director nominees, approved on an advisory basis the compensation of named executive officers with 492,350,996 votes for and 36,480,040 against, and ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for fiscal 2026 with 557,224,501 votes for. Clarivate also set May 6, 2027 as the date for its 2027 Annual General Meeting of Shareholders.

Clarivate Plc reported a mixed but improving first quarter of 2026. Revenue was $585.5 million, down 1.4% from a year earlier, mainly due to business disposals, while organic revenue grew modestly. Subscription sales rose, helping recurring revenue grow 1.0% organically.

Profitability and cash generation strengthened in quality. Net loss narrowed to $40.2 million from $103.9 million, and Adjusted EBITDA increased to $241.2 million with margin improving to 41.2%. Adjusted diluted EPS rose to $0.18. Free cash flow was $78.9 million, below last year, partly because of higher working-capital outflows.

The company continued to deleverage and reaffirmed its 2026 outlook. Clarivate used strong operating cash flow to retire $143 million of debt and repurchased $18 million of shares. For full-year 2026, it reaffirmed guidance for revenue of $2.30–$2.42 billion, Adjusted EBITDA of $980 million–$1.04 billion, Adjusted diluted EPS of $0.70–$0.80 and free cash flow of $365–$435 million.

Clarivate Plc has updated its executive severance arrangements through an Amended and Restated Executive Severance Plan effective March 23, 2026. The plan covers the Executive Leadership Team, now including the CEO, and other employees selected by the Human Resources and Compensation Committee.

Participants become eligible for severance upon specified “Qualifying Terminations,” including certain resignations for “good reason” in connection with a “change in control.” For terminations not tied to a change in control, time-based RSUs granted before April 1, 2027 that would have vested over the next 18 months will fully vest, while later grants vest on a prorated basis. In a change-in-control-related Qualifying Termination, all RSUs vest in full, and performance-based RSUs vest at a performance level determined by the committee.

Clarivate Plc reported softer 2025 revenue but stronger cash generation and a much smaller net loss, while advancing a major portfolio reshaping. Full-year revenue was $2,455.2 million, down 4.0%, as planned divestitures and weaker transactional activity offset 0.6% recurring organic growth. The net loss narrowed sharply to $201.1 million from $636.7 million, and Adjusted EBITDA slipped to $1,001.8 million from $1,060.4 million.

Free cash flow grew to $365.3 million, helped by disciplined capital spending, and the company repurchased 56.0 million shares in 2025 and reduced total debt to $4,469.9 million. Management launched a sale process for the Life Sciences & Healthcare business and expects 2026 revenue of $2.30–$2.42 billion, with Adjusted EBITDA of $980 million–$1.04 billion, Adjusted diluted EPS of $0.70–$0.80, and free cash flow of $365–$435 million, implying modest organic ACV and recurring revenue growth alongside margin expansion.

Clarivate plc filed a current report to let investors know it has posted a video webinar titled “Intelligence Amplified in the Age of AI” on its investor relations website. The webinar and related presentation materials became available on February 3, 2026.

The company states that this information is being furnished under Regulation FD, meaning it is intended for broad, fair disclosure but is not treated as "filed" for liability purposes or automatically incorporated into other securities filings.

Clarivate Plc has fully redeemed its 4.50% Senior Secured Notes due 2026. On January 20, 2026, the company notified the trustee of its intention to redeem all outstanding 2026 Notes, and on January 30, 2026 it deposited sufficient cash with the trustee to pay principal and accrued interest in full.

Following this deposit, the related 2019 Indenture was satisfied and discharged in accordance with its terms, releasing Clarivate from its obligations under that agreement other than provisions that expressly survive. The company also issued a press release on February 2, 2026 announcing the full redemption.

Clarivate Plc furnished an update on operations by releasing its earnings press release for the third quarter ended September 30, 2025. The company made the press release available as Exhibit 99.1 and posted it on its investor relations website.

The company also furnished supplemental materials covering revenue, earnings, and guidance as Exhibit 99.2, likewise posted on its investor relations site. The materials in Items 2.02 and 7.01 are being furnished and are not deemed filed under the Exchange Act.