Clarivate begins exchange offers due to extended acquisition timeline

Chicago, Aug. 9 – Clarivate Science Holdings Corp., indirect wholly owned subsidiary of Clarivate plc, started exchange offers for two series of notes on Monday, according to a press release.

Clarivate offered $1 billion of 3 7/8% notes due 2028 and $1 billion of 4 7/8% senior notes due 2029 on June 10 for its previously announced acquisition of ProQuest.

The Federal Trade Commission has requested more documents in its review of the acquisition, which has resulted in an extension of the timeline for the acquisition. Clarivate and ProQuest have agreed to extend the outside date for completion to Dec. 31 from Nov. 8, and possibly extend it further with an outside date of April 29, 2022.

There was a special redemption in the notes that were sold in June if the acquisition was not completed by Nov. 8.

Clarivate, in connection with the amended timeline, has obtained a $2 billion bridge facility to provide funds through April 29, should Clarivate Sciences need to actually redeem all or any portion of the notes issued in June.

However, Clarivate Sciences is offering the holders of the notes issued in June the opportunity to exchange their old notes for substantially identical notes with a provision that requires Clarivate to redeem the notes if the acquisition is not completed by April 29, 2022.

The exchange offers are separate from one another.

The new notes would be identical except the maturity dates on the new notes would be one day after the maturity date of the old notes and the escrow end date would be April 29, 2022, and the escrow end date could be extended a maximum of six months with the consent of a majority of the noteholders, if necessary.

The exchange offers will expire at 5 p.m. ET on Aug. 13, also the withdrawal deadline.

Noteholders tendering via guaranteed delivery need to have their notes submitted by 5 p.m. ET on Aug. 17.

Settlement is expected for Aug. 19.

Clarivate Sciences intends to redeem all notes not tendered in the exchange offers at par, if the company determines that the closing of the acquisition if unlikely to be completed by Nov. 8.

Global Bondholder Services Corp. is the exchange agent and information agent (866 470-3900, 212 430-3774, https://gbsc-usa.com/eligiblity/clarivate).

Clarivate is a London-based data and analytics company focused on scientific and academic research and patent intelligence.

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