London, November 10, 2026 / PRNewswire / -- Clarivate Plc (New York Stock Exchange ticker: CLVT) ("Clarivate") announced today that regarding its previously disclosed cash tender offer (hereinafter referred to as the "Offer"), it has determined the reference yield rate related to the 2028 notes, as well as the total consideration for the 2028 notes (see table below). The Offer was initiated by its wholly-owned subsidiary, Clarivate Science Holdings Corporation ("the Company"), with the aim of purchasing the aforementioned outstanding notes. The specific terms and conditions are set forth in the "Purchase Offer" signed on November 4, 2026 ("Offer to Purchase").
The company intends to acquire 3.875% of its preferred secured notes due in 2028 (the “2028 Notes”) and 4.875% of its preferred notes due in 2029 (the “2029 Notes”; collectively referred to as the “Notes” or “a certain series of Notes”) under the offer. The consideration for the acquisition will be determined according to the applicable standards below, but is subject to a maximum total principal amount of $500 million (“Tender Cap”) for the Notes purchased under this offer, which will be allocated proportionally. The offer must comply with the terms and conditions specified in the “Purchase Offer.” Specifically, the maximum total principal amount for the 2028 Notes to be purchased is $400 million, and for the 2029 Notes, it is $100 million (“Series Cap”). To the extent permitted by applicable law, the company may, at its discretion, cancel, increase, or decrease the Tender Cap and/or the applicable Series Cap before the “maturity date” of 5:00 p.m. New York time on November 10, 2026 (or the adjusted date in the event of an extension or early termination of the offer by the company), but is not obligated to do so. If a certain series of Notes needs to be allocated proportionally, the company will multiply the principal amount of each valid subscription in that series by the applicable proportional allocation factor and round down the result to the nearest $1,000 to determine the principal amount of such subscriptions that will be accepted under the relevant offer. Any excess principal that is not accepted will be returned 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 of such subscribers’ valid subscriptions. Furthermore, the company has exercised its option to increase the total principal amount of the 2028 Notes and 2029 Notes that will be purchased to 2% of their respective outstanding principal amounts.The “Purchase Offer” and any related documents are collectively referred to as “Offer Documents” in this text. Terms that are not defined in this text but are capitalized are to be understood according to the definitions provided in the “Purchase Offer”.
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 a reference yield rate related to the 2028 notes; this reference yield rate is determined based on the purchase price of the reference security shown at Bloomberg Reference Page at 2:00 PM New York time today (November 10, 2026) (the "pricing date"). As mentioned earlier, the total consideration for each $1,000 principal amount of the 2029 notes that is effectively subscribed for and used for purchase is $928.75. In addition to the applicable consideration, holders whose notes are accepted for purchase will also receive the accrued but unpaid interest from the most recent interest payment date of such notes up to, but not including, the settlement date.
Applications for a certain series of securities can be withdrawn at any time before the “withdrawal deadline” ( Withdrawal Deadline ) at 5:00 p.m. New York Time today (November 10, 2026); however, except as otherwise specified in the “Purchase Offer” or required by applicable laws, no further withdrawals will be allowed thereafter. The “settlement date” ( Settlement Date ) is the second business day after 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 of payments. Furthermore, within the limits permitted by applicable law, the company may terminate or modify all or part of the offer.
The company has appointed Citigroup Global Markets Inc to serve as the transaction manager for this offer ( Dealer Manager ). Global Bondholder Services Corporation will act as the subscription and information agent for this offer ( Tender and Information Agent ). For more information, please contact Citigroup Global Markets Inc: +1 (800) 558-3745 (free of charge) or +1 (212) 723-6106 (for a fee), and ask for 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 of charge for all others); you may also call the transaction manager's phone number. Copies of the offer can be obtained at https :// www.gbsc-usa.com / clarivate /. Holders may also seek assistance from their brokers, traders, commercial banks, trust companies, or other holding institutions.
The holder of the instrument shall confirm with the banks, securities brokers, or other intermediary institutions through which the instrument is held, the deadline by which they are required to receive instructions from the beneficial owner in order to be able to participate in the offer or withdraw their participation instructions before the deadlines specified in this document and the 'Purchase Offer'. The submission and withdrawal of subscription instructions set by any such intermediary institutions and DTC may be earlier than the relevant deadlines listed in this document and the 'Purchase Offer'.
This press release is neither an offer to purchase nor an invitation to offer for the sale of notes or any other securities. The offer is made solely in accordance with the ‘Purchase Offer’ and is directed only to those persons and in those jurisdictions permitted by applicable law. The information contained herein is subject to the ‘Purchase 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, how much principal of the notes to subscribe 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 matters that are not historical facts, including statements relating to our intentions, beliefs, or current expectations regarding the completion of our offerings. Such forward-looking statements can typically be identified by words such as “believe,” “estimate,” “expect,” “anticipate,” “intend,” “project,” “plan,” “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. 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 stated or implied in these forward-looking statements. These risks and uncertainties include, but are not limited to, the factors described in our Form 10-K annual report under Item 1A. Risk Factors, as well as factors described in other documents we have filed with the U.S. Securities and Exchange Commission (“SEC”). There is no guarantee that future developments affecting us will be as we anticipate. 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 the public documents we submitted to SEC. These documents are also available on our website www.clarivate.com.
About Clarivate
Clarivate is a globally leading provider of transformative 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.
