London, November 10, 2026 / PRNewswire / -- Clarivate Plc (New York Stock Exchange ticker: CLVT) ("Clarivate") announced today that regarding its previously announced cash tender offer (hereinafter referred to as the "Offer"), it has determined the reference yield for the 2028 notes, as well as the total consideration to be paid for the 2028 notes (as shown in the table below). This Offer is initiated by its wholly-owned subsidiary, Clarivate Science Holdings Corporation ("the Company"), and intends to acquire the following outstanding bonds in accordance with the terms and conditions specified in the Tender Offer Letter issued on November 4, 2026 ("Offer to Purchase").
The company intends to acquire its 3.875% senior secured notes due in 2028 (the “2028 Notes”) and 4.875% senior notes due in 2029 (the “2029 Notes”), which together with the 2028 Notes are referred to as “Notes,” under the tender offer. The consideration for the acquisition will be determined as described below, but the total principal amount of the Notes to be acquired under the tender offer is capped at $500 million (“Tender Cap”), to be allocated proportionally, and is subject to the terms and conditions specified in the Tender Offer Document. Specifically, the total principal amount of the 2028 Notes to be acquired is capped at $400 million, and the total principal amount of the 2029 Notes to be acquired is capped at $100 million (each referred to as “Series Cap”). To the extent permitted by applicable law, the company may, at its discretion, cancel, increase, or decrease Tender Cap and/or the applicable Series Cap at any time prior to the “maturity date” of 5:00 p.m. New York Time on November 10, 2026 (unless the company extends or terminates the tender offer early), but it is not obligated to do so.
If a series of instruments needs to be allocated proportionally, the company will multiply the principal amount of each valid subscription in that series by the applicable proportional allocation ratio, and round down the result to the nearest $1,000 principal amount to determine the principal amount for that subscription under the respective offer. The excess principal amount of the unsubscribed instruments will be refunded to the subscribers as soon as possible; if the excess principal is less than $2,000, the company may decide at its discretion to accept or reject all the valid subscriptions from such subscribers. In addition, the company has exercised its right to increase the total principal amount of the 2028 and 2029 instruments to be acquired to 2% of the total outstanding principal amount of each series. The 'Offer Document' and any related documents are collectively referred to as the 'Offer Documents.' For any capitalized terms not defined in this text but used, the meaning shall be in accordance with the 'Offer Document.'
The information regarding bills and the agreed prices is shown in the table below.
The total consideration for the 2028 notes is based on a fixed interest spread, plus the reference yield for the 2028 notes (the "pricing date"), which is calculated using the purchase price of the reference security shown on Bloomberg's reference page at 2:00 p.m. New York time on today (November 10, 2026). As previously disclosed, the total consideration to be paid for each $1,000 principal of the 2029 notes upon valid subscription and acquisition is $928.75. In addition to the applicable consideration, note holders who accept the acquisition under the offer will also receive the accrued but unpaid interest from the most recent interest payment date of the notes until the settlement date (excluding the settlement date).
Applications for a certain series of securities can be withdrawn at any time before the “withdrawal deadline” at 5:00 p.m. New York Time today (November 10, 2026); however, after that time, withdrawals will no longer be valid, unless otherwise specified in the Tender Offer or required by applicable laws. The “settlement date” is the second business day following the maturity date, which is expected to be November 13, 2026.
The complete terms and conditions of the offer are contained in the offer document. Holders should read the offer document carefully. If any condition of the offer is not met or exempted, the company has no obligation to accept, purchase, or pay for any subscribed instruments, and may also delay acceptance or payment. Furthermore, the company may terminate or modify all or part of the offer to the extent permitted by applicable law.
The company has appointed Citibank Global Finance Limited ( Citigroup Global Markets Inc ) to act as the transaction manager for this offer (“ Dealer Manager ”). Global Bondholder Services Corporation will act as the subscription and information agent for this offer. For more information, please contact: Citigroup Global Markets Inc , telephone +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 (charged), and please refer to Steve Cheeseman , Kevin Mills , or Joyce Lam . For issues regarding document requests and ticket subscriptions, please call Global Bondholder Services Corporation : (212) 430-3774 (limited to banks and brokers) or (855) 654-2015 (free for all others), or contact the transaction manager. Copies of the tender offer documents can be obtained at https :// www.gbsc-usa.com / clarivate /. Holders may also seek assistance from their brokers, dealers, commercial banks, trust companies, or other nominal holders.
Holders should confirm with the banks, securities brokers, or other intermediary institutions through which they hold the instruments as to when such intermediaries need to receive instructions from the actual beneficial owners in order to enable the holders to participate in the offer or withdraw their participation instructions before the deadlines specified in this document and the ‘Offer Letter’. The deadlines set by any such intermediary institutions and DTC for submitting and withdrawing subscription instructions may be earlier than the relevant deadlines specified in this document and the ‘Offer Letter’.
This press release is neither an offer to purchase nor an invitation to offer for sale of notes or any other securities. The offer is made solely in accordance with the terms of the Tender Offer and is directed only to those persons and in those jurisdictions permitted by applicable law. The information contained herein is subject to the Tender Offer. The company, Clarivate, the transaction manager, or the subscription and information agents shall not give any advice as to whether holders should subscribe for their notes under the offer. Holders must decide for themselves whether to subscribe for the notes and, if so, the amount of principal to be subscribed for.
Forward-looking Statements
This press release contains statements that express our opinions, expectations, beliefs, plans, objectives, assumptions, or predictions regarding future events or future results, and therefore constitute or may be deemed to constitute “forward-looking statements” as defined by the “Safe Harbor Provisions” of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include all non-historical factual matters, including statements regarding our intentions, beliefs, or current expectations regarding the completion of offerings, among other matters. Such forward-looking statements can typically be identified by words such as “believes,” “estimates,” “expects,” “anticipates,” “plans,” “intends,” “projects,” “may,” “will,” “should,” and their negative forms, as well as similar expressions. These forward-looking statements are based on current market information available to us as well as management’s expectations, beliefs, and projections regarding future events that may affect us. Such forward-looking statements involve various risks and uncertainties (some of which are beyond our control) or other assumptions that could cause actual results or performance to differ materially from those expressed or implied in these forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in Item 1A “Risk Factors” of our annual 10-K report, as well as the factors described in other documents we file with the U.S. Securities and Exchange Commission (“SEC”). There is no guarantee that future developments affecting us will be as we expect. If one or more of these risks or uncertainties materialize, or if any assumptions prove to be incorrect, actual results may differ significantly from those predicted in these forward-looking statements. Except as required by securities laws, we have no obligation to update or revise any forward-looking statements due to new information, future events, or other reasons. Please refer to our public filings filed with SEC, which are also available on our website at www.clarivate.com.
About Clarivate
Clarivate is a leading global provider of transformation intelligence. We offer enhanced data, insights and analytics, workflow solutions, and expert services in the fields of academia, government, and intellectual property. For more information, please visit www.clarivate.com.
