Clarivate Plc filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Regulation FD Disclosure, Financial Statements and Exhibits
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SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 2, 2025 (
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Item 1.01. Entry into a Material Definitive Agreement
On May 30, 2025, Clarivate Plc’s direct and indirect subsidiaries, including Camelot Finance S.A., 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, the “Existing Credit Agreement”, and as further amended by the Amendment, the “Credit Agreement”) entered into (i) an amendment thereto (the “Amendment”), which provided for a new $500 million tranche of incremental term loans maturing in 2031 (the “Incremental Term Loans”) and (ii) certain other amendments as set forth in Exhibit 10.1 to this Current Report on Form 8-K. The Incremental Term Loans are not subject to amortization. The Incremental Term Loans have an interest rate equal to (x) Term SOFR (as defined in the Credit Agreement) for the interest period elected by the borrowers plus 3.25% per annum, in the case of Incremental Term Loans that are Term SOFR loans, and (y) ABR (as defined in the Credit Agreement) plus 2.25% per annum, in the case of Incremental Term Loans that are ABR loans.
Camelot Finance S.A. used the proceeds from the Incremental Term Loans to redeem $500 million aggregate principal amount of its outstanding 4.50% Senior Secured Notes due 2026, originally issued on October 31, 2019 (the “2026 Notes”), at a cash redemption price of $500 million, plus accrued and unpaid interest to the redemption date of May 30, 2025. After giving effect to the partial redemption, $200 million aggregate principal amount of the 2026 Notes remain outstanding.
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 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01. A copy of Clarivate Plc’s press release dated June 2, 2025 announcing the Amendment is furnished as Exhibit 99.1 hereto.
The information in this Item 7.01, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended or the Exchange Act, except as otherwise expressly stated in such filing.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| No. | Description | |
| 10.1 | Amendment No. 7 dated as of May 30, 2025 to Credit Agreement dated as of October 31, 2019 | |
| 99.1 | Press Release dated June 2, 2025 | |
| 104 | Cover page of this Current Report on Form 8-K formatted in Inline XBRL |
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: June 2, 2025 | By: | /s/ Jonathan Collins |
| Name: | Jonathan Collins | |
| Title: | Executive Vice President & Chief Financial Officer |