UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03. Material Modification to Rights of Security Holders.
On September 18, 2023, Clarivate Plc (the “Company”) entered into the Second Amendment to Tax Benefits Preservation Plan (the “Tax Benefits Preservation Plan”) between the Company and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”). The Board of Directors adopted the Tax Benefits Preservation Plan to protect the availability of the Company’s U.S. net operating loss carryforwards (“NOLs”) and certain other U.S. tax attributes, which can be utilized in certain circumstances to offset future U.S. tax liabilities and intended to reduce the likelihood of such an ownership change at the Company by deterring any person or group that would be treated as a 5% shareholder from acquiring beneficial ownership, as determined for relevant tax purposes, of either (i) 4.9% or more of the outstanding Ordinary Shares of the Company or (ii) 4.9% or more (by value) of the Company’s capital stock, and deterring existing shareholders who meet or exceed this ownership threshold from acquiring additional Company stock. The Tax Benefits Preservation Plan was originally entered into on December 21, 2022, was amended by the First Amendment to Tax Benefits Preservation Plan dated January 6, 2023, and was scheduled to expire at the close of business on October 31, 2023. The Second Amendment to Tax Benefits Preservation Plan, which was approved by the Company’s Board of Directors, provides for a final expiration date of the Tax Benefits Preservation Plan of end of day October 1, 2023.
The original Tax Benefits Preservation Plan is described in and included as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 22, 2022. The First Amendment to Tax Benefits Preservation Plan, dated January 6, 2023, is filed as Exhibit 4.15 to the Company’s Annual Report on 10-K filed March 1, 2023. The Second Amendment to Tax Benefits Preservation Plan, dated September 18, 2023, is filed as Exhibit 4.1 hereto and is incorporated by reference herein.
Item 8.01. Other Events.
Earlier today, the Company announced the termination of the Tax Benefits Preservation Plan as of end of day October 1, 2023, and issued a press release relating to such events, a copy of which is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| No. | Description | |
| 4.1 | Second Amendment dated as of September 18, 2023, to the Tax Benefits Preservation Plan dated as of December 22, 2022 | |
| 99.1 | Press Release issued by Clarivate Plc dated September 18, 2023 | |
| 104 | The cover page from the Company’s Current Report on Form 8-K dated September 18, 2023, 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: September 18, 2023 | By: | /s/ Jonathan Collins |
| Name: | Jonathan Collins | |
| Title: | Executive Vice President & Chief Financial Officer |