Clarivate PLC Enters Material Agreement, New Financial Obligation

TL;DR

**Clarivate just took on new debt and signed a big deal, watch for details.**

AI Summary

Clarivate PLC filed an 8-K on February 1, 2024, reporting events that occurred on January 31, 2024. The filing indicates the company entered into a material definitive agreement and created a direct financial obligation, along with a Regulation FD disclosure. This matters to investors because material agreements and new financial obligations can significantly impact Clarivate's future financial performance and risk profile, potentially affecting stock valuation.

Why It Matters

This filing signals new strategic directions or financial commitments for Clarivate, which could influence its growth prospects, profitability, and debt levels, directly impacting shareholder value.

Risk Assessment

Risk Level: medium — The filing mentions a 'material definitive agreement' and 'direct financial obligation' without specific details, which introduces uncertainty and potential risk until more information is disclosed.

Analyst Insight

Investors should monitor Clarivate PLC for subsequent filings or announcements that provide specific details about the material agreement and financial obligation, as these will clarify the potential impact on the company's financials and future outlook.

Key Players & Entities

• CLARIVATE PLC (company) — the registrant filing the 8-K
• February 1, 2024 (date) — date of 8-K filing
• January 31, 2024 (date) — date of earliest event reported

Forward-Looking Statements

• Clarivate PLC will provide more details about the material definitive agreement and financial obligation in a subsequent filing or earnings call. (CLARIVATE PLC) — high confidence, target: Q1 2024 earnings call

FAQ

Key Financial Figures

• $2,150,000,000 — ndment "), which provided for (i) a new $2,150,000,000 tranche of term loans maturing in 2031

Filing Documents

• tm244709d1_8k.htm (8-K) — 32KB
• tm244709d1_ex10-1.htm (EX-10.1) — 2020KB
• tm244709d1_ex99-1.htm (EX-99.1) — 10KB
• 0001104659-24-009119.txt ( ) — 2696KB
• clvt-20240131.xsd (EX-101.SCH) — 3KB
• clvt-20240131_def.xml (EX-101.DEF) — 26KB
• clvt-20240131_lab.xml (EX-101.LAB) — 36KB
• clvt-20240131_pre.xml (EX-101.PRE) — 25KB
• tm244709d1_8k_htm.xml (XML) — 5KB

01.Entry into a Material Definitive Agreement

Item 1.01.Entry into a Material Definitive Agreement On January 31, 2024, Clarivate Plc's direct and indirect subsidiaries that are borrowers or guarantors under the Credit Agreement dated as of October 31, 2019 (as amended, restated, supplemented or modified prior to the Amendment, the " Existing Credit Agreement ", and as amended by the Amendment, the " Credit Agreement ") entered into an amendment thereto (the " Amendment "), which provided for (i) a new $2,150,000,000 tranche of term loans maturing in 2031 (the " Refinancing Term Loans "), (ii) an extension of the maturity date for the existing revolving credit facility to January 31, 2029, subject to a "springing" maturity date that is 91 days prior to the maturity date of (x) the 4.50% senior secured notes due 2026 issued by Camelot Finance S.A and (y) the 3.875% senior secured notes due 2028 issued by Clarivate Science Holdings Corporation (but only to the extent such senior secured notes have not, prior thereto, been refinanced or extended to have a maturity date of no earlier than 91 days after January 31, 2029) and (iii) certain other amendments as set forth in Exhibit 10.1 to this Current Report on Form 8-K. The Refinancing Term Loans amortize in equal quarterly installments equivalent to a rate of 1.00% per annum, and the first installment is payable on the last business day of June 2024. The Refinancing Term Loans have an interest rate equal to (x) Term SOFR (as defined in the Credit Agreement) for the interest period elected by the borrowers plus 2.75% per annum, in the case of Refinancing Term Loans that are Term SOFR loans, and (y) ABR (as defined in the Credit Agreement) plus 1.75% per annum, in the case of Refinancing Term Loans that are ABR loans. Proceeds of the Refinancing Term Loans were used to refinance all outstanding term loans under the Existing Credit Agreement (including payment of fees, commissions and expenses associated therewith). US dollar-denominated loans drawn under the extende

03.Creation of a Direct Financial Obligation

Item 2.03.Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

01.Regulation FD Disclosure

Item 7.01.Regulation FD Disclosure. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01. A copy of Clarivate Plc's press release dated February 1, 2024 announcing the Amendment is furnished as Exhibit 99.1 hereto. The information in this Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended or the Exchange Act, except as otherwise expressly stated in such filing.

01. Financial Statements

Item 9.01. Financial Statements and Exhibits (d) Exhibits No. Description 10.1 Amendment No. 6 dated as of January 31, 2024 to Credit Agreement dated as of October 31, 2019 99.1 Press Release dated February 1, 2024 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, thereunto duly authorized. CLARIVATE PLC Date: February 1, 2024 By: /s/ Jonathan Collins Name: Jonathan Collins Title: Executive Vice President & Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR