Clarivate Plc Files 8-K for Material Definitive Agreement
Ticker: CLVT · Form: 8-K · Filed: Mar 4, 2024 · CIK: 1764046
| Field | Detail |
|---|---|
| Company | Clarivate PLC (CLVT) |
| Form Type | 8-K |
| Filed Date | Mar 4, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, filing
Related Tickers: CLVT
TL;DR
Clarivate signed a big deal, filing an 8-K. Details to come.
AI Summary
On March 4, 2024, Clarivate Plc entered into a Material Definitive Agreement. The filing also includes financial statements and exhibits related to this agreement. Specific details of the agreement, including dollar amounts and parties involved, are not fully disclosed in the provided text.
Why It Matters
This filing indicates a significant new contract or partnership for Clarivate Plc, which could impact its future revenue and operations.
Risk Assessment
Risk Level: medium — The filing indicates a material definitive agreement, which could carry significant financial implications, but the lack of specific details prevents a definitive risk assessment.
Key Players & Entities
- CLARIVATE PLC (company) — Registrant
- March 4, 2024 (date) — Date of Report
FAQ
What is the nature of the Material Definitive Agreement Clarivate Plc entered into?
The filing states that Clarivate Plc entered into a Material Definitive Agreement on March 4, 2024, but the specific terms and nature of the agreement are not detailed in the provided text.
What are the key financial implications of this agreement for Clarivate Plc?
The provided text does not disclose specific dollar amounts or financial terms related to the Material Definitive Agreement, so the financial implications cannot be determined from this excerpt.
Who are the other parties involved in this Material Definitive Agreement?
The filing mentions Clarivate Plc as the registrant, but the other parties to the Material Definitive Agreement are not specified in the provided text.
When was this Material Definitive Agreement officially entered into?
The Material Definitive Agreement was entered into on March 4, 2024, which is also the date of the earliest event reported.
What other information is included in this 8-K filing besides the agreement?
In addition to reporting the entry into a Material Definitive Agreement, the 8-K filing also includes financial statements and exhibits.
Filing Stats: 822 words · 3 min read · ~3 pages · Grade level 13.7 · Accepted 2024-03-04 09:00:28
Filing Documents
- tm247811d1_8k.htm (8-K) — 30KB
- tm247811d1_ex10-1.htm (EX-10.1) — 62KB
- 0001104659-24-030268.txt ( ) — 320KB
- clvt-20240304.xsd (EX-101.SCH) — 3KB
- clvt-20240304_def.xml (EX-101.DEF) — 26KB
- clvt-20240304_lab.xml (EX-101.LAB) — 36KB
- clvt-20240304_pre.xml (EX-101.PRE) — 25KB
- tm247811d1_8k_htm.xml (XML) — 5KB
01.Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement In connection with Exor N.V.'s investment in the Company, the Company has entered into an Investment Agreement with Exor dated as of March 4, 2024. Under the terms of the Investment Agreement, the Company has agreed to include in the Board's slate of nominees, for election as director at the 2024 annual meeting of shareholders, Suzanne Heywood, Exor's Chief Operating Officer, or if Ms. Heywood becomes unavailable to serve as director, another individual designated by Exor and reasonably acceptable to the Company's Board (the " Exor Designee "). The Exor Designee will be required to promptly tender his or her resignation from the Board at such time at which Exor beneficially owns less than 5% of the Company's issued and outstanding ordinary shares. Until the Fallaway Date (defined below), Exor will be subject to certain customary standstill restrictions under the Investment Agreement, including: not to acquire additional shares that would result in Exor beneficially owning more than 17.5% of the Company's issued and outstanding ordinary shares; not to publicly offer to acquire the Company; and not to participate or engage in any solicitation of proxies with respect to any voting securities of the Company. The standstill restrictions will terminate on the earliest of the date (" Fallaway Date ") that is (i) the date on which the Exor Designee (if willing to stand) is not nominated for election or if nominated is not elected at an applicable shareholder meeting and (ii) the date on which Exor beneficially (together with economic positions through derivative instruments) owns less than 5% of the Company's issued and outstanding ordinary shares. The standstill restrictions will also terminate if (i) the Company enters into an agreement with a third party for the acquisition of more than 40% of the Company's outstanding voting securities or (ii) the Company provides any other person with confidential information
01. Financial Statements
Item 9.01. Financial Statements and Exhibits (d) Exhibits No. Description 10.1 Investment Agreement dated as of March 4, 2024, by and between Clarivate Plc and Exor N.V. 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: March 4, 2024 By: /s/ Jonathan Gear Name: Jonathan Gear Title: Chief Executive Officer