Clarivate Announces the Final Results of a Tender Offer for Some Debt Securities and Cash
PR Newswire
1h ago
Ai Focus
Clarivate announces that its previously initiated cash tender offer has expired and the final results have been published. The company will accept a total of $533 million in bonds, including 3.875% preferred securities due in 2028 and 4.875% preferred securities due in 2029, which will be accepted at the agreed ratios of 67.9% and 45.5% respectively, with the settlement date being November 13th.
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London, November 12, 2026 / PRNewswire / -- Clarivate Plc (New York Stock Exchange ticker: CLVT) announced today that its wholly-owned subsidiary Clarivate Science Holdings Corporation ("the Company") has reached the expiration of the previously announced cash tender offer and has announced the final results. The tender offer involves the purchase of the Company's outstanding 3.875% senior secured notes due in 2028 ("2028 Notes"), with a maximum total principal of $400 million ("2028 Notes Series Limit"); as well as the outstanding 4.875% senior notes due in 2029 ("2029 Notes"), which together with the 2028 Notes are referred to as "Notes" and individually as "the Notes Series", with a maximum total principal of $100 million ("2029 Notes Series Limit"). All of the above arrangements are subject to the terms and conditions specified in the "Tender Offer" issued on November 4, 2026, and the related documents (collectively referred to as "Tender Offer Documents").

In addition, the company exercised its right to increase the total principal of the 2028 and 2029 notes it purchased to 2% of the respective series' outstanding total principal. As a result, the company will purchase notes with a total principal of $533 million; of this amount, the declared and accepted 2028 and 2029 notes were allocated and accepted in proportions of 67.9% and 45.5%, respectively, as per the agreement.

For terms used in this press release but not defined, the meanings shall be in accordance with those defined in the “Purchase Offer.”

The tender offer expires at 5:00 p.m. on November 10, 2026, New York Time (this time and date is referred to as the “Expiry Date”). The right to withdraw the tender offer also terminates on the Expiry Date; therefore, bonds that have been validly declared but not yet accepted cannot be withdrawn now, unless otherwise provided by legal requirements.

According to the information provided by the underwriter and information agent for the tender offer, Global Bondholder Services Corporation, on the maturity date, the total principal that has been effectively declared but not effectively withdrawn for each series of notes, as well as the total principal of each series of notes that has been accepted for purchase, is shown in the table below.

As of the expiration date, all conditions for the tender offer have been met or exempted. On the 'settlement date' of November 13, 2026, holders whose notes were accepted for purchase will also receive the accrued interest payments. Notes that were validly declared but not accepted for purchase will be returned to the declaring holders as soon as possible in accordance with the 'Purchase Offer'.

Citigroup Global Markets Inc acts as the transaction manager for this tender offer (“Dealer Manager”). Global Bondholder Services Corporation serves as the underwriter and information agent for this tender offer. For more information, please contact: Citigroup Global Markets Inc, telephone +1 (800) 558-3745 (free of charge) or +1 (212) 723-6106 (for a fee), and ask to be connected to Steve Cheeseman, Kevin Mills or Joyce Lam. For issues regarding document requests and filing, please call Global Bondholder Services Corporation: (212) 430-3774 (limited to banks and brokers) or (855) 654-2015 (free of charge for others); you may also call the transaction manager's phone number. Copies of the tender offer can be obtained at https:// www.gbsc-usa.com / clarivate. You may also contact your broker, dealer, commercial bank, trust company, or other holding institution to assist with this tender offer.

This press release is neither an offer to purchase nor a solicitation to sell securities of any kind. The tender offer is conducted in accordance with the terms of the “Offer to Purchase” and is limited to those persons and in those jurisdictions permitted by applicable law. The information contained in this press release is subject to the terms of the “Offer to Purchase.”

Forward-looking Statements

This press release contains statements that express our views, 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. Such forward-looking statements include all matters that are not historical facts, such as statements regarding our intentions, beliefs, or current expectations regarding the completion of a tender offer. 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. 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 10-K annual report, as well as 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 in line with our expectations. 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 file with SEC, which 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.

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