UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 14, 2021 (
(Exact name of registrant as specified in its charter)
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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).
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 9, 2021, Clarivate Plc (the “Company”) and certain existing shareholders of the Company (the “Selling Shareholders”) entered into an underwriting agreement (the “Underwriting Agreement”) with Citigroup Global Markets Inc., as representative of the several underwriters listed on Schedule A thereto (the “Underwriters”), pursuant to which the Selling Shareholders agreed to sell to the Underwriters 25,000,000 of the Company’s ordinary shares, no par value (the “ordinary shares”), in a registered public offering (the “Offering”) pursuant to an effective shelf registration statement on Form S-3 (Registration File No. 333-257608, which was deemed to post-effectively amend Registration File No. 333-239328) (the “Shelf Registration Statement”). The Selling Shareholders have granted the Underwriters a 30-day option to purchase up to an additional 3,750,000 ordinary shares. The Company will not receive any proceeds from the sale of ordinary shares by the Selling Shareholders. The description of the Underwriting Agreement contained herein is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On September 14, 2021, the Company closed the Offering.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| 1.1 | Underwriting Agreement relating to the ordinary shares, dated September 9, 2021, between Clarivate Plc, the Selling Shareholders listed in Schedule B thereto and Citigroup Global Markets Inc., as representative of the several underwriters listed on Schedule A thereto. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 14, 2021 | Clarivate Plc | |
| By: | /s/ Richard Hanks | |
| Richard Hanks | ||
| Chief Financial Officer | ||