Current Report Filing (8-k)
April 05 2022 - 8:02AM
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 5, 2022 (March 31, 2022)
CLARIVATE PLC
(Exact name of registrant as specified in
its charter)
Jersey, Channel Islands
(State
or other jurisdiction of incorporation or organization)
001-38911 |
N/A |
(Commission File Number) |
(I.R.S Employer Identification No.) |
70 St. Mary Axe
London
EC3A
8BE
United
Kingdom
(Address of Principal Executive Offices)(Zip Code)
(Registrant’s Telephone
Number, Including Area Code (44)
207-433-4000
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class |
|
Trading symbol(s) |
|
Name of each exchange on which registered |
Ordinary Shares |
|
CLVT |
|
New York Stock Exchange |
5.25% Series A Mandatory Convertible Preferred Shares, no par value |
|
CLVT PR A |
|
New York Stock Exchange |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.03. Creation of a Direct Financial Obligation
or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
On March 31, 2022, Clarivate Plc’s
direct and indirect subsidiaries that are borrowers or guarantors under the Credit Agreement dated as of October 31, 2019 (as amended,
restated, supplemented or modified prior to the Amendment and by the Amendment, the “Credit Agreement”) entered into
an amendment thereto (the “Amendment”), pursuant to which the total revolving credit commitments thereunder were increased
by $400.0 million to $750.0 million in the aggregate and the maturity date for revolving credit commitments was extended to March 31,
2027, subject to a “springing” maturity date that is 90 days prior to the maturity date of (i) the term loans outstanding
under the Credit Agreement as of the date of the Amendment or (ii) the 4.50% senior secured notes due 2026 issued by Camelot Finance S.A
(but only to the extent such term loans or senior secured notes have not, prior thereto, been refinanced or extended to have a maturity
date of no earlier than 90 days after March 31, 2027). The Amendment also provides for the replacement of the U.S. dollar LIBOR
benchmark for the revolving credit facility with a term SOFR benchmark and for certain other amendments as set forth in Exhibit 10.1 to
this Current Report on Form 8-K.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit
10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements
and Exhibits
(d) Exhibits
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: April 5, 2022 |
By: |
/s/ Jonathan Collins |
|
Name: Jonathan Collins |
|
Title: Executive Vice President & Chief Financial Officer |
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