F-4 1 tv514564_f4.htm FORM F-4 tv514564_f4 - none - 57.770773s
As filed with the Securities and Exchange Commission on February 27, 2019
Registration No. 333-        ​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CLARIVATE ANALYTICS PLC
(Exact Name of Each Registrant as Specified in its Charter)
Jersey, Channel Islands
7374
Not Applicable
(State or other jurisdiction of
Incorporation or organization)
(Primary standard industrial
classification code number)
(I.R.S. Employer
Identification Number)
4th Floor, St. Paul’s Gate, 22-24 New Street
St. Helier, Jersey JE1 4TR
Telephone: +44 153 450 4700 (ext. 4531)
(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)
Vistra USA (IES), LLC
888 Seventh Avenue, 5th Floor
New York, NY 10106
Telephone: (212) 500-6259
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Rachel W. Sheridan, Esq.
Shagufa R. Hossain, Esq.
Latham & Watkins LLP
555 Eleventh Street, NW
Washington, D.C. 20004
Telephone: (202) 637-2200
Fax: (202) 637-2201
Raphael M. Russo, Esq.
Paul, Weiss, Rifkind, Wharton &
Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Telephone: (212) 373-3000
Fax: (212) 757-3990
Robert J. Mittman, Esq.
Brad L. Shiffman, Esq.
Kathleen A. Cunningham, Esq.
Blank Rome LLP
405 Lexington Avenue
New York, NY 10174
Telephone: (212) 885-5000
Fax: (212) 885-5001
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the transactions contemplated by the Agreement and Plan of Merger described in the included proxy statement/prospectus have been satisfied or waived.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☒

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE
Title Of Each Class Of Security To Be Registered
Amount To Be
Registered(1)
Proposed Maximum
Offering Price
Per Security(2)
Proposed Maximum
Aggregate
Offering Price(2)
Amount of
Registration
Fee
Ordinary Shares(3)
69,200,000 $ 11.08 $ 766,736,000.00 $ 92,928.40
Ordinary Shares(4)
34,712,174 $ 11.08 $ 384,610,887.92 $ 46,614.84
Total
$ 1,151,346,887.92 $ 139,543.24
(1)
All securities being registered will be issued by Clarivate Analytics Plc, a public limited company newly incorporated under the laws of Jersey, Channel Islands (“Clarivate”). In connection with the business combination described in the included proxy statement/​prospectus: (a) Camelot Merger Sub (Jersey) Limited, a newly formed private limited company incorporated under the laws of Jersey, Channel Islands, and a wholly owned subsidiary of Clarivate (“Jersey Merger Sub”), shall be merged with and into Camelot Holdings (Jersey) Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (the “Company”), with the Company surviving the merger and (b) CCC Merger Sub, Inc., a newly formed Delaware corporation and wholly owned subsidiary of Clarivate (“Delaware Merger Sub”), shall be merged with and into Churchill Capital Corp, a Delaware corporation (“Churchill”), with Churchill surviving the merger. As a result of the foregoing transactions, Clarivate will become the public company, and the current security holders of Churchill and the current security holders of the Company will become security holders of Clarivate.
(2)
Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the shares of common stock of Churchill on the New York Stock Exchange on February 22, 2019 ($11.08 per share). This calculation is in accordance with Rule 457(f)(1) of the Securities Act of 1933, as amended.
(3)
Includes ordinary shares issuable in exchange for outstanding shares of common stock (including the common stock underlying units) of Churchill.
(4)
Represents ordinary shares issuable in exchange for shares of common stock issuable upon exercise of outstanding Churchill warrants (including warrants underlying units of Churchill), each whole warrant entitling the holder to purchase one share of Churchill common stock at a price of  $11.50 per share commencing upon the later of  (i) 30 days after Churchill’s completion of a business combination and (ii) September 11, 2019. Pursuant to the terms of the warrants, each such warrant will automatically entitle the holder to purchase one ordinary share of Clarivate in lieu of one share of Churchill common stock upon consummation of the business combination.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION, DATED FEBRUARY 27, 2019
CHURCHILL CAPITAL CORP
640 Fifth Avenue, 12th Floor
New York, NY 10019
NOTICE OF
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON            , 2019
TO THE STOCKHOLDERS OF CHURCHILL CAPITAL CORP
NOTICE IS HEREBY GIVEN that a special meeting of stockholders of Churchill Capital Corp (“Churchill”), a Delaware corporation, will be held at             a.m. eastern time, on            , 2019, at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to Churchill, at 1285 Avenue of the Americas, New York, New York 10019. You are cordially invited to attend the special meeting, which will be held for the following purposes:
(1)
to consider and vote upon a proposal to approve the business combination described in this proxy statement/prospectus, including (a) the Agreement and Plan of Merger, dated as of January 14, 2019 (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated February 26, 2019, the “Merger Agreement”), by and among Churchill, Clarivate Analytics Plc (“Clarivate”), a public limited company newly incorporated under the laws of Jersey, Channel Islands, and currently owned 50% by Onex Partners IV LP and 50% by Onex Partners IV GP LP, CCC Merger Sub, Inc., a newly formed Delaware corporation and wholly owned subsidiary of Clarivate (“Delaware Merger Sub”), Camelot Merger Sub (Jersey) Limited, a newly formed private limited company organized under the laws of Jersey, Channel Islands and wholly owned subsidiary of Clarivate (“Jersey Merger Sub”), and Camelot Holdings (Jersey) Limited, a private limited company organized under the laws of Jersey, Channel Islands (“Company”), which, among other things, provides for (i) Jersey Merger Sub to be merged with and into the Company with the Company being the surviving company in the merger (the “Jersey Merger”) and (ii) Delaware Merger Sub to be merged with and into Churchill with Churchill being the surviving corporation in the merger (the “Delaware Merger”, and together with the Jersey Merger the “Mergers” and the Mergers, together with the other transactions contemplated by the Merger Agreement, the “Transactions”) and (b) the other transactions contemplated by the Merger Agreement and related Sponsor Agreement described in this proxy statement/prospectus — we refer to this proposal as the “business combination proposal”;
(2)
to consider and vote upon separate proposals to approve the following material differences between the constitutional documents of Clarivate that will be in effect upon the closing of the Transactions and Churchill’s current amended and restated certificate of incorporation: (i) the name of the new public entity will be “Clarivate Analytics Plc” as opposed to “Churchill Capital Corp”; (ii) Clarivate will have no limit on the number of shares which Clarivate is authorized to issue, as opposed to Churchill having 220,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; and (iii) Clarivate’s constitutional documents will not include the various provisions applicable only to special purpose acquisition corporations that Churchill’s amended and restated certificate of incorporation contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time) — we refer to these proposals collectively as the “charter proposals”; and
(3)
to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if Churchill is unable to consummate the business combination contemplated by the Merger Agreement — we refer to this proposal as the “adjournment proposal.”
These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Churchill common stock at the close of business on            , 2019 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

After careful consideration, Churchill’s board of directors has determined that the business combination proposal, the charter proposals and the adjournment proposal are fair to and in the best interests of Churchill and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the business combination proposal, “FOR” each of the charter proposals and “FOR” the adjournment proposal, if presented.
Consummation of the Transactions is conditional on approval of each of the business combination proposal and the charter proposals. If any of the proposals is not approved, the other proposals will not be presented to stockholders for a vote.
All Churchill stockholders are cordially invited to attend the special meeting in person. To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of Churchill common stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker or bank.
A complete list of Churchill stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the principal executive offices of Churchill for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.
Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
Thank you for your participation. We look forward to your continued support.
By Order of the Board of Directors
   
/s/ Michael Klein
Michael Klein
Chairman of the Board and Director
           , 2019
IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE CHURCHILL REDEEM YOUR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO CHURCHILL’S TRANSFER AGENT AT LEAST TWO (2) BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT AND WITHDRAWAL AT CUSTODIAN) SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANKS OR BROKERS TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF CHURCHILL STOCKHOLDERS — REDEMPTION RIGHTS” FOR MORE SPECIFIC INSTRUCTIONS.
This proxy statement/prospectus is dated            , 2019 and is first being mailed to Churchill stockholders, on or about            , 2019.

The information in this proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commissions is effective. This proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 27, 2019
PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
CHURCHILL CAPITAL CORP
PROSPECTUS FOR UP TO 69,200,000 ORDINARY SHARES
AND 34,712,174 ORDINARY SHARES UNDERLYING WARRANTS
OF
CLARIVATE ANALYTICS PLC
The board of directors of Churchill Capital Corp, a Delaware corporation (“Churchill”), has unanimously approved the Agreement and Plan of Merger, dated as of January 14, 2019 (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated February 26, 2019, the “Merger Agreement”), by and among Churchill, Clarivate, Delaware Merger Sub, Jersey Merger Sub and the Company which, among other things, provides for (a) Jersey Merger Sub to be merged with and into the Company with the Company being the surviving company in such merger (the “Jersey Merger”) and (b) Delaware Merger Sub to be merged with and into Churchill with Churchill being the surviving corporation in such merger (the “Delaware Merger”, together with the Jersey Merger the “Mergers” and the Mergers, together with the other transactions contemplated by the Merger Agreement, the “Transactions”). As a result of and upon consummation of the Transactions, Churchill and the Company will become wholly owned subsidiaries of Clarivate, with the security holders of the Company and security holders of Churchill becoming security holders of Clarivate.
Pursuant to the Merger Agreement, each outstanding share of common stock of Churchill shall be converted into one ordinary share of Clarivate. The outstanding warrants of Churchill shall, by their terms, automatically entitle the holders to purchase ordinary shares of Clarivate upon consummation of the business combination. Accordingly, this proxy statement/prospectus covers an aggregate of 69,200,000 ordinary shares of Clarivate and the 34,712,174 ordinary shares underlying such warrants of Clarivate issuable to the stockholders of Churchill following consummation of the Transactions.
Proposals to approve the Merger Agreement and the other matters discussed in this proxy statement/​prospectus will be presented at the special meeting of stockholders of Churchill scheduled to be held on            , 2019.
Churchill’s units, common stock and warrants are currently listed on the New York Stock Exchange (the “NYSE”) under the symbols CCC.U, CCC and CCC WS, respectively. Clarivate intends to apply for listing, to be effective at the time of the business combination, of its ordinary shares and warrants on the NYSE under the symbols CCC and CCC WS, respectively. Clarivate will not have units traded following consummation of the business combination. It is a condition of the consummation of the business combination that Clarivate’s ordinary shares are approved for listing on the NYSE, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Transactions will not be consummated unless the listing condition set forth in the Merger Agreement is waived by the parties.
Each of Churchill and Clarivate is an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.
This proxy statement/prospectus provides you with detailed information about the Transactions and other matters to be considered at the special meeting of Churchill’s stockholders. We encourage you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 32.
These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.
This proxy statement/prospectus is dated            , 2019, and is first being mailed to Churchill stockholders on or about            , 2019.

TABLE OF CONTENTS
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FREQUENTLY USED TERMS
Unless otherwise stated in this proxy statement/prospectus or the context otherwise requires, references to:
2016 Transaction” are to separation of the Company’s business from Thomson Reuters pursuant to the Carve-out Acquisition Agreement;
A&R Shareholders Agreement” are to the Amended and Restated Shareholders Agreement of Clarivate, dated January 14, 2019, entered into among the Company, Clarivate and the Company Owners;
ACV” or “annualized contract value” are to the annualized value for a 12 -month period following a given date of all subscription-based client license agreements, assuming that all license agreements that come up for renewal during that period are renewed;
amended and restated certificate of incorporation” are to Churchill’s certificate of incorporation currently in effect;
annual revenue renewal rates” are to the metric used to determine renewal levels by existing customers across all of the Company’s product lines, and is a leading indicator of subscription renewal trends, which impact the Company’s ACV and results of operations and is calculated for a given period by dividing (a) the annualized dollar value of existing subscription product license agreements that are renewed during that period, including the value of any product downgrades, by (b) the annualized dollar value of existing subscription product license agreements;
APAC” are to Australia, Brunei Darussalam, Cambodia, China, East Timor, Fiji, French Polynesia, Guam, Hong Kong, Indonesia, Japan, Kiribati, Macau, Malaysia, Maldives, Micronesia, Mongolia, Myanmar (Burma), New Caledonia, New Zealand, Papua New Guinea, Philippines, Samoa, Singapore, Solomon Islands, South Korea, Taiwan, Thailand, Thailand — BOI, Thailand — Non BOI, Tonga, Vanuatu and Vietnam;
Articles” or “articles of association” are to Clarivate’s amended and restated memorandum of association and amended and restated articles of association to be adopted in connection with the consummation of the Transactions;
Available Cash” are to, as of immediately prior to the consummation of the Transactions, the aggregate amount equal to (i) the cash available to be released from Churchill’s trust account, plus (ii) the cash held by Churchill outside of the trust account, minus (iii) the sum of all payments to be made as a result of the completion of the redemption offer for shares of Churchill common stock and any redemptions or conversions of Churchill common stock by any redeeming stockholders, minus (iv) certain fees and expenses described in the Merger Agreement (which Churchill currently estimates will be approximately $45.9 million in the aggregate), plus (v) the aggregate amount of cash received by Churchill from JMJS Group — II, LP (an affiliate of Jerre Stead) and Michael Klein pursuant to the Sponsor Agreement (which is expected to be $15 million from the purchase of 1,500,000 shares of common stock of Churchill immediately prior to the consummation of the Transactions);
business combination” are to the transactions contemplated by the Merger Agreement and related agreements;
Baring” are to the affiliated funds of Baring Private Equity Asia Pte Ltd that from time to time hold ordinary shares of the Company prior to the closing of the transactions or hold ordinary shares of Clarivate following the closing of the Transactions;
Carve-out Acquisition Agreement” are to certain stock and asset purchase agreement, including all exhibits and schedules thereto, dated as of July 10, 2016, by and among Thomson Reuters Global Resources, Thomson Reuters U.S. LLC, Thomson Reuters Corporation and Camelot UK Bidco Limited, and all side letters and other agreements related thereto, in each case, as amended;
Churchill IPO” are to the initial public offering by Churchill which closed on September 11, 2018;
Clarivate warrants” are to the warrants exercisable to purchase ordinary shares of Clarivate following the conversion of Churchill’s existing warrants in the Mergers;
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common stock” are to Churchill’s Class A common stock and Class B common stock;
Company Owners” are to the shareholders of the Company prior to the closing of the Transactions;
completion window” are to the period following the completion of Churchill’s IPO at the end of which, if Churchill has not completed the business combination, it will redeem 100% of the public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to Churchill to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and certain conditions and as further described herein. The completion window ends on September 11, 2020;
Credit Agreement” are to the Company’s credit agreement, dated as of October 3, 2016, governing the Term Loan Facility and the Revolving Credit Facility, as amended and/or supplemented from time to time;
Credit Facilities” are to the Revolving Credit Facility and the Term Loan Facility;
Designated Stock Exchange” are to the NYSE or any other stock exchange or automated quotation system on which Clarivate’s securities are then traded;
DGCL” are to the Delaware General Corporation Law, as amended;
Director Nomination Agreement” are to the Director Nomination Agreement to be entered into between Clarivate and Jerre Stead at the closing of the Transactions;
Emerging Markets” are to Afghanistan, Algeria, Angola, Anguilla, Antigua and Barbuda, Argentina, Armenia, Aruba, Azerbaijan, Bahamas, Bahrain, Bangladesh, Barbados, Belarus, Belize, Benin, Bermuda, Bhutan, Bolivia, Botswana, Brazil, British Virgin Islands, Burundi, Cameroon, Cape Verde, Cayman Islands, Central African Republic, Chile, Colombia, Comoros Costa Rica, Cuba, Curacao, Cyprus, Democratic Republic of Congo, Djibouti, Dominica, Dominican Republic, Dutch Antilles, Ecuador, Egypt, El Salvador, Equatorial Guinea, Ethiopia, Gabon, Gambia, Georgia, Ghana, Grenada, Guatemala, Guinea, Guyana, Haiti, Honduras, India, Iran, Iraq, Jamaica, Jordan, Kazakhstan, Kenya, Kuwait, Kyrgyzstan, Lebanon, Lesotho, Liberia, Libya, Madagascar, Malawi, Malta, Mauritius, Mexico, Middle East, Montserrat, Morocco, Mozambique, Namibia, Nepal, Nicaragua, Niger, Nigeria, Oman, Other Africa, Pakistan, Panama, Paraguay, Peru, Puerto Rico, Qatar, Russia, Rwanda, Saint Kitts & Nevis, Saint Lucia, Saudi Arabia, Senegal, Seychelles, South Africa, Sri Lanka, St. Vincent & Grenadines, Suriname, Syria, Tanzania, Trinidad & Tobago, Tunisia, Turkey, Turkmenistan, Turks and Caicos Islands, Uganda, Ukraine, United Arab Emirates, Uruguay, Uzbekistan, Venezuela, Yemen, Zambia and Zimbabwe;
Europe” are to Albania, Andorra, Austria, Belgium, Bosnia And Herzegovina, Bulgaria, Croatia, Czech Republic, Denmark, England, Estonia, Finland, France, Germany, Gibraltar, Greece, Guernsey, Hungary, Iceland, Ireland, Isle of Man, Israel, Italy, Jersey, Latvia, Liechtenstein, Lithuania, Luxembourg, Macedonia, Moldova, Monaco, Montenegro, Netherlands, Norway, Poland, Portugal, Romania, San Marino, Scotland, Serbia, Slovakia, Slovenia, Spain, Sweden, Switzerland, United Kingdom and Wales;
founders” are to Jerre Stead, Michael S. Klein, Sheryl von Blucher, Martin Broughton, Karen G. Mills, Balakrishnan S. Iyer, M. Klein Associates, Inc., The Iyer Family Trust dated 1/25/2001, Mills Family I, LLC and K&BM LP;
founder shares” are to shares of Churchill’s Class B common stock and Churchill’s Class A common stock issued upon the automatic conversion thereof at the time of Churchill’s initial business combination as provided herein. The founder shares are held of record by the sponsor as of the record date. The 17,250,000 founder shares are distributable to the founders and Garden State, subject to the right of certain third party investors to purchase up to 200,000 of such founder shares upon the closing of the Transactions;
Garden State” are to Garden State Capital Partners LLC, a Delaware limited liability company, in which Michael Klein holds an equity interest and is the managing member;
initial stockholders” are to Churchill’s sponsor and any other holders of Churchill’s founder shares immediately prior to this offering;
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Klein Group” are to The Klein Group, LLC, an affiliate and wholly owned subsidiary of M. Klein and Company;
letter agreement” are to the letter agreement, dated September 6, 2018, from the sponsor to Churchill and the founders;
M. Klein and Company” are to M. Klein and Company, LLC, a Delaware limited liability company, and its affiliates;
North America” are to Canada and the United States;
Onex” are to the affiliates of Onex Partners Advisor LP that from time to time hold ordinary shares of the Company prior to the closing of the Transactions or hold ordinary shares of Clarivate following the closing of the Transactions;
private placement warrants” are to Churchill’s warrants issued to the sponsor in a private placement simultaneously with the closing of the Churchill IPO. Of the 18,300,000 private placement warrants, 212,174 are held by certain third party investors and the remainder are held by the sponsor and are distributable to the founders and Garden State;
public shares” are to shares of Churchill’s Class A common stock sold as part of the units in the Churchill IPO (whether they were purchased in the Churchill IPO or thereafter in the open market);
public stockholders” are to the holders of Churchill’s public shares, including the sponsor and Churchill’s officers and directors to the extent the sponsor and Churchill’s officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares;
public warrants” are to Churchill’s warrants sold as part of the units in the Churchill IPO (whether they were purchased in the Churchill IPO or thereafter in the open market);
Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement to be entered into at the closing of the Transactions among Clarivate, Churchill, sponsor, the founders, Garden State and the Company Owners;
Revolving Credit Facility” are to the Company’s $175 million revolving credit facility, which expires on October 3, 2021 and is governed by the Credit Agreement;
SEC” are to the Securities and Exchange Commission;
sponsor” are to Churchill Sponsor LLC, a Delaware limited liability company and an affiliate of M. Klein and Company in which certain of Churchill’s directors and officers hold membership interests;
Sponsor Agreement” are to the letter agreement, dated January 14, 2019, among Churchill, the Company, Clarivate, sponsor, the founders and Garden State, which amended and restated the letter agreement;
TRA Parties” are to the Company Owners along with their assigns, as parties to the Tax Receivable Agreement;
Tax Receivable Agreement” are to the tax receivable agreement to be entered by the Company with the Company Owners prior to the consummation of the business combination;
Term Loan Facility” are to the Company’s $1.55 billion term loan facility, which matures on October 3, 2023 and is governed by the Credit Agreement;
Thomson Reuters” are to Thomson Reuters Corporation and its controlled entities;
Transactions” are to the Mergers, together with the other transactions contemplated by the Merger Agreement;
Transition” are to the Company’s transition to a standalone company following the closing of the 2016 Transaction;
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Transition Services Agreement” are to the Transition Services Agreement, dated July 10, 2016, between Thomson Reuters U.S. LLC and Camelot UK Bidco Limited, an indirect wholly owned subsidiary of the Company, as amended; and
warrants” are to the public warrants and the private placement warrants.
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TRADEMARKS, TRADE NAMES AND SERVICE MARKS
Clarivate, the Company, Churchill and their respective subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and website names and addresses are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this proxy statement/prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.
SUMMARY OF THE MATERIAL TERMS OF THE TRANSACTIONS
The parties to the Transactions are Churchill, Clarivate, Delaware Merger Sub, Jersey Merger Sub and the Company. Pursuant to the Merger Agreement, (a) Jersey Merger Sub will be merged with and into the Company with the Company being the surviving company in the Jersey Merger and (b) Delaware Merger Sub will be merged with and into Churchill with Churchill being the surviving corporation in the Delaware Merger. See the section entitled “The Merger Agreement.”
The Company is the leading global information services and analytics company serving the scientific research, intellectual property and life sciences end-markets. Corporations, government agencies, universities, law firms and other professional services organizations around the world depend on the Company’s high-value, curated content, analytics and services. Unstructured data has grown exponentially over the last decade. This trend has resulted in a critical need for unstructured data to be meaningfully filtered, analyzed and curated into relevant information that facilitates key operational and strategic decisions made by businesses, academic institutions and governments worldwide. The Company has benefitted from this trend, and Churchill believes it will continue to benefit from this trend.
Under the Merger Agreement, Company Owners will receive an aggregate of 217.5 million ordinary shares of Clarivate (subject to certain adjustments). See the section entitled “The Business Combination Proposal — Structure of the Transactions.
Each outstanding share of common stock of Churchill shall be converted into one ordinary share of Clarivate. The outstanding warrants of Churchill shall, by their terms, automatically entitle the holders to purchase ordinary shares of Clarivate upon consummation of the business combination. Accordingly, at the closing of the Transactions, the Company Owners will hold approximately 74% of the issued and outstanding ordinary shares of Clarivate and current stockholders of Churchill will hold approximately 26% of the issued and outstanding shares of Clarivate (assuming no holder of Churchill’s public shares exercises redemption rights as described in this proxy statement/prospectus and excluding the impact of (i) 52.8 million warrants, (ii) approximately 24.5 million compensatory options issued to the Company’s management (based on the number of options to purchase Company ordinary shares outstanding as of December 31, 2018) and (iii) 10.6 million ordinary shares of Clarivate owned of record by the sponsor and available for distribution to Jerre Stead, Michael Klein and Sheryl von Blucher following the expiration of applicable lock-up and vesting restrictions). After giving effect to the satisfaction of the vesting restrictions, the Company Owners will hold approximately 71% of the issued and outstanding ordinary shares of Clarivate. See the section entitled “The Business Combination Proposal — Pro Forma Ownership of the Company Owners and Churchill Holders.
The sponsor, the founders and Garden State entered into the Sponsor Agreement pursuant to which they have agreed to comply with the provisions of the Merger Agreement applicable to such persons as well as the covenants set forth in the Sponsor Agreement, including voting all shares of common stock of Churchill beneficially owned by such persons in favor of the Transactions. The Sponsor Agreement provides that the ordinary shares of Clarivate and Clarivate warrants to be issued to such persons in connection with the Mergers will be subject to a three-year lock-up restriction (partially reduced to two years, under certain circumstances). The Sponsor Agreement also provides that the ordinary shares of Clarivate to be issued to the sponsor in connection with the Mergers in respect of founder shares and
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available for distribution to Jerre Stead, Michael Klein and Sheryl von Blucher, and the Clarivate warrants held by the sponsor and available for distribution to such persons and to Garden State, in each case, will be subject to certain time and performance-based vesting provisions as described under “The Business Combination Proposal — Sponsor Agreement.
The Merger Agreement provides that either Churchill or the Company may terminate the Merger Agreement if the Transactions are not consummated by July 31, 2019. Additionally, the Merger Agreement may be terminated, among other reasons, by either Churchill or the Company upon a material breach of the other party if not cured within thirty days of delivery to such party of a notice of an intent to terminate. See the section entitled “The Merger Agreement — Conditions to Closing of the Transactions.
In addition to voting on the Transactions, the stockholders of Churchill will vote on separate proposals to approve the following material differences between the constitutional documents of Clarivate that will be in effect upon the closing of the Transactions and Churchill’s current amended and restated certificate of incorporation: (i) the name of the new public entity will be “Clarivate Analytics Plc” as opposed to “Churchill Capital Corp”; (ii) Clarivate will have no limit on the number of shares which Clarivate is authorized to issue, as opposed to Churchill having 220,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; and (iii) Clarivate’s constitutional documents will not include the various provisions applicable only to special purpose acquisition corporations that Churchill’s amended and restated certificate of incorporation contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time). This vote, however, will not actually result in stockholders of Churchill approving Clarivate’s constitutional documents or amendments to Churchill’s corporate governing documents but instead will simply approve the aforementioned material differences in the two sets of documents. The stockholders of Churchill will also vote on a proposal to approve, if necessary, an adjournment of the special meeting. See the sections entitled “The Charter Proposals” and “The Adjournment Proposal.”
The parties expect that upon consummation of the Transactions, the board will consist of fourteen (14) directors, which will be reduced to thirteen (13) directors at the end of 2020. Upon completion of the Transactions, the executive officers of Clarivate will include Jerre Stead (Executive Chairman of the Board of Directors), Jay Nadler (Chief Executive Officer), Richard Hanks (Chief Financial Officer) and Stephen Hartman (General Counsel and Global Head of Corporate Development), as well as those persons described under “Information about Executive Officers, Directors and Nominees.” These individuals, other than Jerre Stead, currently hold the same positions with the Company. See the section entitled “Information about Executive Officers, Directors and Nominees.”
Pursuant to the Registration Rights Agreement, the sponsor, the founders, Garden State and the Company Owners will be granted certain rights to have registered, in certain circumstances, the resale under the Securities Act of 1933, as amended (the “Securities Act”) of the ordinary shares of Clarivate received by them in the Transactions and the Clarivate warrants held by them following the consummation of the Transactions, subject to certain conditions set forth therein. See the section entitled “The Business Combination Proposal — Related Agreements — Registration Rights Agreement.” Pursuant to the A&R Shareholders Agreement, Onex and Baring will be granted certain rights to nominate members of the board of Clarivate following the closing of the Transactions, subject to certain conditions set forth therein. Pursuant to the Director Nomination Agreement, Jerre Stead or his successor pursuant to the terms of the Director Nomination Agreement will be granted certain rights to nominate members of the board of Clarivate following the closing the Transactions, subject to certain conditions set forth therein. See the sections entitled “The Business Combination Proposal — Related Agreements — Amended and Restated Shareholders Agreement” and “The Business Combination Proposal — Related Agreements — Director Nomination Agreement.”
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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS
The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions about the special meeting and the proposals to be presented at the special meeting, including with respect to the proposed business combination. The following questions and answers do not include all the information that is important to Churchill stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the Annexes and the other documents referred to herein, to fully understand the proposed business combination and the voting procedures for the special meeting.
Q.
Why am I receiving this proxy statement/prospectus?
A.
Churchill and the Company have agreed to a business combination under the terms of the Merger Agreement that is described in this proxy statement/prospectus. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A-1, as amended by Annex A-2 (together, “Annex A”), and Churchill encourages its stockholders to read it in its entirety. Churchill’s stockholders are being asked to consider and vote upon a proposal to adopt the Merger Agreement, which, among other things, provides for (a) Jersey Merger Sub to be merged with and into the Company with the Company being the surviving corporation in the Jersey Merger and (b) Delaware Merger Sub to be merged with and into Churchill with Churchill being the surviving corporation in the Delaware Merger See the section entitled “The Business Combination Proposal.”
Q.
Are there any other matters being presented to stockholders at the meeting?
A.
In addition to voting on the business combination, the stockholders of Churchill will vote on the following:
1.
Separate proposals to approve the following material differences between the constitutional documents of Clarivate that will be in effect upon the closing of the Transactions and Churchill’s current amended and restated certificate of incorporation: (i) the name of the new public entity will be “Clarivate Analytics Plc” as opposed to “Churchill Capital Corp”; (ii) Clarivate will have no limit on the number of shares which Clarivate is authorized to issue, as opposed to Churchill having 220,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; and (iii) Clarivate’s constitutional documents will not include the various provisions applicable only to special purpose acquisition corporations that Churchill’s amended and restated certificate of incorporation contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time). This vote, however, will not actually result in stockholders of Churchill approving Clarivate’s constitutional documents or amendments to Churchill’s corporate governing documents but instead will simply approve the aforementioned material differences in the two sets of documents. See the section entitled “The Charter Proposals.”
2.
To adjourn the meeting to a later date or dates to permit further solicitation and vote of proxies if Churchill would not have been able to consummate the business combination. See the section entitled “The Adjournment Proposal.”
Churchill will hold the special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed business combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.
Consummation of the Transactions is conditional on approval of each of the business combination proposal and the charter proposals. If any of the proposals is not approved, the other proposals will not be presented to stockholders for a vote.
The vote of stockholders is important. Stockholders are encouraged to vote as soon as possible after carefully reviewing this proxy statement/prospectus.
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Q.
I am a Churchill warrant holder. Why am I receiving this proxy statement/prospectus?
A.
Upon consummation of the Transactions, the Churchill warrants shall, by their terms, entitle the holders to purchase ordinary shares of Clarivate in lieu of shares of Churchill common stock at a purchase price of  $11.50 per share. This proxy statement/prospectus includes important information about Clarivate and the business of Clarivate and its subsidiaries following consummation of the Transactions. As holders of Churchill warrants will be entitled to purchase ordinary shares of Clarivate upon consummation of the Transactions, Churchill urges you to read the information contained in this proxy statement/prospectus carefully.
Q.
Why is Churchill proposing the business combination?
A.
Churchill was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities.
On September 11, 2018, Churchill completed its initial public offering of units, with each unit consisting of one share of its common stock and one-half of one warrant, each whole warrant to purchase one share of common stock at a price of  $11.50, raising total gross proceeds of approximately $690,000,000. Since the Churchill IPO, Churchill’s activity has been limited to the evaluation of business combination candidates.
The Company is the leading global information services and analytics company serving the scientific research, intellectual property and life sciences end-markets. Corporations, government agencies, universities, law firms and other professional services organizations around the world depend on the Company’s high-value, curated content, analytics and services. Unstructured data has grown exponentially over the last decade. This trend has resulted in a critical need for unstructured data to be meaningfully filtered, analyzed and curated into relevant information that facilitates key operational and strategic decisions made by businesses, academic institutions and governments worldwide. The Company has benefitted from this trend, and Churchill believes it will continue to benefit from this trend.
Based on its due diligence investigations of the Company and the industry in which it operates, including the financial and other information provided by the Company in the course of their negotiations in connection with the Merger Agreement, Churchill believes that the Company has a leading position in global markets, diversified product lines, longstanding customer relationships and a management team with skills that are complementary to those of Churchill’s co-founder Jerre Stead, who will become Executive Chairman of the combined company. As a result, Churchill believes that a business combination with the Company will provide Churchill stockholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section entitled “The Business Combination Proposal — Churchill’s Board of Directors’ Reasons for Approval of the Transactions.
Q.
Did the Churchill board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination?
A.
Churchill’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the business combination with the Company. The officers and directors of Churchill and Churchill’s advisors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Churchill’s financial advisors, enabled them to make the necessary analyses and determinations regarding the business combination with the Company. In addition, Churchill’s officers and directors and Churchill’s advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of Churchill’s board of directors and Churchill’s advisors in valuing the Company’s business.
Q.
Do I have redemption rights?
A.
If you are a holder of public shares, you have the right to demand that Churchill redeem such shares for a pro rata portion of the cash held in Churchill’s trust account provided that you vote either for or
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against the business combination proposal. Churchill sometimes refers to these rights to demand redemption of the public shares as “redemption rights.”
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) will be restricted from seeking redemption with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.
Under Churchill’s amended and restated certificate of incorporation, the business combination may be consummated only if Churchill has at least $5,000,001 of net tangible assets after giving effect to all holders of public shares that properly demand redemption of their shares for cash. However, the Company is not required to consummate the Transactions if there is not at least $550,000,000 of Available Cash.
Q.
How do I exercise my redemption rights?
A.
If you are a holder of public shares and wish to exercise your redemption rights, you must (i) demand that Churchill redeem your shares into cash no later than the second business day preceding the vote on the business combination proposal by delivering your stock to Churchill’s transfer agent physically or electronically using Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system prior to the vote at the special meeting. Any holder of public shares will be entitled to demand that such holder’s shares be redeemed for a full pro rata portion of the amount then in the trust account (which, for illustrative purposes, was $           , or $            per share, as of            , 2019, the record date). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the business combination. However, under Delaware law, the proceeds held in the trust account could be subject to claims which could take priority over those of Churchill’s public stockholders exercising redemption rights, regardless of whether such holders vote for or against the business combination proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the business combination proposal will have no impact on the amount you will receive upon exercise of your redemption rights.
Any request for redemption, once made by a holder of public shares, may be withdrawn at any time up to the time the vote is taken with respect to the business combination proposal at the special meeting. If you deliver your shares for redemption to Churchill’s transfer agent and later decide prior to the special meeting not to elect redemption, you may request that Churchill’s transfer agent return the shares (physically or electronically). You may make such request by contacting Churchill’s transfer agent at the address listed at the end of this section.
Any corrected or changed proxy card or written demand of redemption rights must be received by Churchill’s transfer agent prior to the vote taken on the business combination proposal at the special meeting. No demand for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent prior to the vote at the special meeting.
If a holder of public shares votes for or against the business combination proposal and demand is properly made as described above, then, if the business combination is consummated, Churchill will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your shares of Churchill common stock for cash and will not be entitled to ordinary shares of Clarivate upon consummation of the Transactions.
If you are a holder of public shares and you exercise your redemption rights, it will not result in the loss of any Churchill warrants that you may hold. Your whole warrants will become exercisable to purchase one ordinary share of Clarivate in lieu of one share of Churchill common stock for a purchase price of  $11.50 upon consummation of the business combination.
9

Q.
Do I have appraisal rights if I object to the proposed business combination?
A.
No. Neither Churchill stockholders nor its unit or warrant holders have appraisal rights in connection with the business combination under the DGCL. See the section entitled “Special Meeting of Churchill Stockholders — Appraisal Rights.
Q.
What happens to the funds deposited in the trust account after consummation of the business combination?
A.
Of the net proceeds of the Churchill IPO, $676,200,000, together with $18,300,000 of the amount raised from the private sale of warrants simultaneously with the consummation of the Churchill IPO, for a total of  $690,000,000, was placed in the trust account immediately following the Churchill IPO. After consummation of the business combination, the funds in the trust account will be used to pay holders of the public shares who exercise redemption rights, to pay fees and expenses incurred in connection with the business combination (including aggregate fees of approximately $24,150,000 to the underwriters of the Churchill IPO as deferred underwriting commissions) and for Clarivate’s working capital and general corporate purposes, including to pay down a portion of the Company’s debt.
Q.
What happens if a substantial number of public stockholders vote in favor of the business combination proposal and exercise their redemption rights?
A.
Churchill’s public stockholders may vote in favor of the business combination and still exercise their redemption rights. Accordingly, the business combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of redemptions by public stockholders. However, the Company is not required to consummate the Transactions if there is not at least $550,000,000 of Available Cash. Also, with fewer public shares and public stockholders, the trading market for Clarivate’s ordinary shares may be less liquid than the market for Churchill’s shares of common stock were prior to the Transactions and Clarivate may not be able to meet the listing standards of a national securities exchange. In addition, with fewer funds available from the trust account, the capital infusion from the trust account into the Company’s business will be reduced and the Company may not be able to achieve its plan of reducing its outstanding indebtedness.
Q.
What happens if the business combination is not consummated?
A.
If Churchill does not complete the business combination with the Company for whatever reason, Churchill would search for another target business with which to complete a business combination. If Churchill does not complete the business combination with the Company or another target business by September 11, 2020, Churchill must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the trust account divided by the number of outstanding public shares. The sponsor, founders and Garden State have no redemption rights in the event a business combination is not effected in the required time period, and, accordingly, their founder shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Churchill’s outstanding warrants. Accordingly, the warrant will expire worthless.
Q.
How does the sponsor intend to vote on the proposals?
A.
The sponsor owns of record and is entitled to vote an aggregate of 20% of the outstanding shares of Churchill’s common stock. The sponsor, the founders and Garden State have agreed to vote any founder shares and any public shares held by them as of the record date, in favor of the Transactions.
Q.
When do you expect the business combination to be completed?
A.
It is currently anticipated that the business combination will be consummated promptly following the Churchill special meeting which is set for            , 2019; however, such meeting could be adjourned, as described above. For a description of the conditions to the completion of the business combination, see the section entitled “The Merger Agreement — Conditions to the Closing of the Transactions.
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Q.
What do I need to do now?
A.
Churchill urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the business combination will affect you as a stockholder and/or warrant holder of Churchill. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.
Q.
How do I vote?
A.
If you are a holder of record of Churchill common stock on the record date, you may vote in person at the special meeting or by submitting a proxy for the special meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person, obtain a proxy from your broker, bank or nominee.
Q.
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A.
No. Your broker, bank or nominee cannot vote your shares unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee.
Q.
May I change my vote after I have mailed my signed proxy card?
A.
Yes. Stockholders may send a later-dated, signed proxy card to Churchill’s transfer agent at the address set forth at the end of this section so that it is received prior to the vote at the special meeting or attend the special meeting in person and vote. Stockholders also may revoke their proxy by sending a notice of revocation to Churchill’s transfer agent, which must be received prior to the vote at the special meeting.
Q.
What happens if I fail to take any action with respect to the special meeting?
A.
If you fail to take any action with respect to the special meeting and the business combination is approved by stockholders and consummated, you will become a shareholder of Clarivate and/or your warrants will entitle you to purchase ordinary shares of Clarivate. As a corollary, failure to vote either for or against the business combination proposal means you will not have any redemption rights in connection with the business combination to exchange your shares of common stock for a pro rata share of the funds held in Churchill’s trust account. If you fail to take any action with respect to the special meeting and the business combination is not approved, you will continue to be a stockholder and/or warrant holder of Churchill.
Q.
What should I do with my stock and/or warrants certificates?
A.
Those stockholders who do not elect to have their Churchill shares redeemed for the pro rata share of the trust account should not submit their stock certificates now. After the consummation of the business combination, Clarivate will send instructions to Churchill stockholders regarding the exchange of their Churchill common stock for ordinary shares of Clarivate. Churchill stockholders who exercise their redemption rights must deliver their stock certificates to Churchill’s transfer agent (either physically or electronically) prior to the vote at the special meeting as described above.
Upon consummation of the Transactions, Churchill’s warrants, by their terms, will entitle holders to purchase ordinary shares of Clarivate. Therefore, warrant holders need not deliver their warrants to Churchill or Clarivate at that time.
Q.
What should I do if I receive more than one set of voting materials?
A.
Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold
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your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Churchill shares.
Q.
Who can help answer my questions?
A.
If you have questions about the Transactions or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact:
Churchill Capital Corp
640 Fifth Avenue, 12th Floor
New York, NY 10019
Tel: (212) 380-7500
Email: info@churchillcapitalcorp.com
or:
Robert Marese
MacKenzie Partners, Inc.
1407 Broadway
New York, NY 10018
Tel: (212) 929-5500
Email: proxy@mackenziepartners.com
You may also obtain additional information about Churchill from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your stock (either physically or electronically) to Churchill’s transfer agent at the address below prior to the vote at the special meeting. If you have questions regarding the certification of your position or delivery of your stock, please contact:
Mr. Isaac Kagan
Continental Stock Transfer & Trust Company
1 State Street 30th Floor
New York, New York 10004
E-mail: ikagan@continentalstock.com
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the business combination, you should read this entire document carefully, including the Merger Agreement attached as Annex A to this proxy statement/prospectus. The Merger Agreement is the legal document that governs the Transactions that will be undertaken in connection with the business combination. It is also described in detail in this proxy statement/prospectus in the section entitled “The Merger Agreement.”
The Parties
Churchill
Churchill Capital Corp is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses or entities. Churchill was incorporated under the laws of Delaware on June 20, 2018.
On September 11, 2018, Churchill closed its initial public offering of 69,000,000 units, including the exercise of the over-allotment option to the extent of 9,000,000 units, with each unit consisting of one share of its common stock and one-half of one warrant, each whole warrant to purchase one share of its common stock at a purchase price of  $11.50 commencing upon the later of  (i) 30 days after Churchill’s completion of a business combination and (ii) September 11, 2019. The units from the Churchill IPO were sold at an offering price of  $10.00 per unit, generating total gross proceeds of  $690,000,000. Simultaneously with the consummation of the Churchill IPO and the exercise of the underwriters’ over-allotment option, Churchill consummated the private sale of 18,300,000 warrants at $1.00 per warrant for an aggregate purchase price of  $18,300,000. A total of  $690,000,000, was deposited into the trust account and the remaining net proceeds became available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The Churchill IPO was conducted pursuant to a registration statement on Form S-1 (Reg. No. 333-226928) that became effective on September 6, 2018. As of            , 2019, the record date, there was approximately $            held in the trust account.
Churchill’s units, common stock and warrants are listed on the NYSE under the symbols CCC.U, CCC and CCC WS, respectively.
The mailing address of Churchill’s principal executive office is 640 Fifth Avenue, 12th Floor, New York, NY 10019. Its telephone number is (212) 380-7500. After the consummation of the business combination, its principal executive office will be that of the Company.
Clarivate
Clarivate Analytics Plc is a subsidiary owned 50% by Onex Partners IV LP and 50% by Onex Partners IV GP LP and was formed solely for the purpose of effectuating the Transactions described herein. Clarivate was incorporated under the laws of Jersey, Channel Islands, as a public limited company on January 7, 2019. Clarivate owns no material assets and does not operate any business.
Onex Partners IV LP and Onex Partners IV GP LP each holds one ordinary share in Clarivate, being the only shares currently in issue. The mailing address of Clarivate’s principal executive office is 4th Floor, St. Paul’s Gate, 22-24 New Street, St. Helier, Jersey JE1 4TR. Its telephone number is +44 153 450 4700 (ext. 4531). After the consummation of the business combination, its principal executive office will be located at Friars House, 160 Blackfriars Road, London, SE1 8EZ, UK, which is the Company’s corporate headquarters. Its telephone number is +44 207 433 4000.
Delaware Merger Sub
CCC Merger Sub, Inc. is a wholly owned subsidiary of Clarivate formed solely for the purpose of effectuating the Delaware Merger described herein. Delaware Merger Sub was incorporated under the laws of Delaware as a corporation on January 7, 2019. Delaware Merger Sub owns no material assets and does not operate any business.
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The mailing address of Delaware Merger Sub’s principal executive office is 1500 Spring Garden, Philadelphia, PA 19130, USA and its telephone number is (215) 386-0100. After the consummation of the business combination, Delaware Merger Sub will cease to exist as a separate legal entity.
Jersey Merger Sub
Camelot Merger Sub (Jersey) Limited is a wholly owned subsidiary of Clarivate formed solely for the purpose of effectuating the Jersey Merger described herein. Jersey Merger Sub was formed under the laws of Jersey, Channel Islands, as a private limited company on January 7, 2019. Jersey Merger Sub owns no material assets and does not operate any business.
The mailing address of Jersey Merger Sub’s principal executive office is Clarivate Merger Sub (Jersey) Limited, 4th Floor, St. Paul’s Gate, 22-24 New Street, St. Helier, Jersey JE1 4TR. After the consummation of the business combination, Jersey Merger Sub will cease to exist as a separate legal entity.
Company Owners
Onex
Founded in 1984, Onex Corporation is one of North America’s oldest and most successful private equity firms. Onex is focused on acquiring and building market-leading businesses and currently owns interests in a broad range of companies aggregating $32 billion in annual revenues and $52 billion in assets, and employing approximately 218,000 people worldwide.
Over Onex’s 35-year history, Onex has built more than 100 operating businesses and completed approximately 615 acquisitions with a total value of over $76 billion. Today, Onex has approximately $33 billion of assets under management, operates from offices in Toronto, New York, London and New Jersey and is listed on the Toronto Stock Exchange (TSX:OCX). Onex’s large-cap private equity investing activity is conducted through the Onex Partners funds, including Onex Partners V LP, an investment vehicle with approximately $7.15 billion of funding commitments. Onex has extensive experience investing in operational restructurings, platforms for add-on acquisitions, and carve-outs of subsidiaries from multinational corporations.
Baring Private Equity Asia
Baring Private Equity Asia Group Limited (“BPEA”) is one of the largest and most established independent alternative asset management platforms in Asia, with a total committed capital of over $17 billion. BPEA comprises a pan-Asian private equity investment program, sponsoring buyouts and providing growth capital to companies for expansion or acquisitions with a particular focus on the Asia Pacific region, as well as investing into companies globally that can benefit from further expansion into the Asia Pacific region. BPEA also advises dedicated funds focused on private real estate and private credit. BPEA affiliated funds have been investing in Asia since 1997 and has over 170 employees located across eight Asian offices in Hong Kong, Shanghai, Beijing, Mumbai, Delhi, Singapore, Jakarta and Tokyo. BPEA affiliated funds currently have over 30 portfolio companies active across Asia with a total of 158,000 employees and sales of approximately $31 billion.
The Company
The Company is the leading global information services and analytics company serving the scientific research, intellectual property and life sciences end-markets. Corporations, government agencies, universities, law firms and other professional services organizations around the world depend on the Company’s high-value, curated content, analytics and services. Unstructured data has grown exponentially over the last decade. This trend has resulted in a critical need for unstructured data to be meaningfully filtered, analyzed and curated into relevant information that facilitates key operational and strategic decisions made by businesses, academic institutions and governments worldwide. The Company has benefitted from this trend, and Churchill believes it will continue to benefit from this trend.
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The Company is a private limited company incorporated under the laws of Jersey, Channel Islands and commenced operations in October 2016.
The mailing address of the Company’s principal executive office is Friars House, 160 Blackfriars Road, London, SE1 8EZ, UK , and its telephone number is +44 207 433 4000.
Emerging Growth Company
Each of Churchill and Clarivate is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, they are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find Clarivate’s securities less attractive as a result, there may be a less active trading market for Clarivate’s securities and the prices of Clarivate’s securities may be more volatile.
Clarivate will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the date on which Clarivate ordinary shares were offered in connection with the Transactions, (b) in which it has total annual gross revenues of at least $1.07 billion, or (c) in which it is deemed to be a large accelerated filer, which means the market value of its common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which it has issued more than $1.00 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
The Business Combination Proposal
Structure of the Transactions
Pursuant to the Merger Agreement, a business combination between Churchill and the Company will be effected through the Jersey Merger, whereby Jersey Merger Sub will merge with and into the Company with the Company surviving such merger, followed by the Delaware Merger, whereby Delaware Merger Sub will merge with and into Churchill, with Churchill surviving such merger.
Consideration to the Company Owners
As consideration for all of the outstanding shares of the Company, the Company Owners will receive 217.5 million ordinary shares of Clarivate (subject to certain adjustments).
Consideration to Churchill Holders
Each outstanding share of common stock of Churchill shall be converted into one ordinary share of Clarivate. The outstanding warrants of Churchill shall, by their terms, automatically entitle the holders to purchase ordinary shares of Clarivate upon consummation of the business combination.
Consideration to Holders of the Company’s Share Options
Outstanding options to purchase ordinary shares in the Company will be converted upon the effective time of the business combination into options to purchase ordinary shares in Clarivate based upon an exchange ratio that is intended to preserve the intrinsic value and economics of such options. For additional information, please read the discussion under the heading “Director and Executive Officer Compensation — Employee Share Plans.”
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Transfer and Vesting Restrictions on Sponsor, Founders’ and Garden State’s Equity
In connection with the execution of the Merger Agreement, the sponsor, the founders and Garden State entered into the Sponsor Agreement, which provides, among other things, for (i) the ordinary shares of Clarivate and Clarivate warrants to be issued to such persons in connection with the Mergers to be subject to a three-year lock-up restriction (partially reduced to two-years, under certain circumstances) and (ii) the ordinary shares of Clarivate to be issued to the sponsor in connection with the Mergers in respect of founder shares and available for distribution to Jerre Stead, Michael Klein and Sheryl von Blucher, and the Clarivate warrants held by the sponsor and available for distribution to such persons and to Garden State, in each case, to be subject to certain time and performance-based vesting provisions.
Pro Forma Ownership of the Company Owners and Churchill Holders
At the closing of the Transactions, the Company Owners will hold approximately 74% of the issued and outstanding ordinary shares of Clarivate and the current stockholders of Churchill will hold approximately 26% of the issued and outstanding shares of Clarivate (assuming no holder of public shares exercises redemption rights and excluding the impact of (i) 52.8 million warrants, (ii) approximately 24.5 million compensatory options issued to Company management (based on the number of options to purchase Company ordinary shares outstanding as of December 31, 2018) and (iii) 10.6 million ordinary shares of Clarivate owned of record by the sponsor and available for distribution to Jerre Stead, Michael Klein and Sheryl von Blucher following the expiration of applicable lock-up and vesting restrictions. After giving effect to the satisfaction of the vesting restrictions, the Company Owners will hold approximately 71% of the issued and outstanding ordinary shares of Clarivate.
After consideration of the factors identified and discussed in the section entitled “The Business Combination Proposal — Churchill’s Board of Directors’ Reasons for Approval of the Transactions,” Churchill’s board of directors concluded that the Transactions met all of the requirements disclosed in the prospectus for the Churchill IPO, including that such business had a fair market value of at least 80% of the balance of the funds in the trust account at the time of execution of the Merger Agreement (excluding the deferred underwriting commissions and amounts disbursed to Churchill’s management for working capital purposes). See the section entitled “The Business Combination Proposal — Structure of the Transactions” for more information.
Additional Matters Being Voted On
The Charter Proposals
In addition to voting on the business combination proposal, the stockholders of Churchill will vote on separate proposals to approve the following material differences between the constitutional documents of Clarivate that will be in effect upon the closing of the Transactions and Churchill’s current amended and restated certificate of incorporation: (i) the name of the new public entity will be “Clarivate Analytics Plc” as opposed to “Churchill Capital Corp”; (ii) Clarivate will have no limit on the number of shares which Clarivate is authorized to issue, as opposed to Churchill having 220,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; and (iii) Clarivate’s constitutional documents will not include the various provisions applicable only to special purpose acquisition corporations that Churchill’s amended and restated certificate of incorporation contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time). This vote, however, will not actually result in stockholders of Churchill approving Clarivate’s constitutional documents or amendments to Churchill’s corporate governing documents but instead will simply approve the aforementioned material differences in the two sets of documents. See the section entitled “The Charter Proposals.”
The Adjournment Proposal
If Churchill is unable to consummate the business combination, Churchill’s board of directors may submit a proposal to adjourn the special meeting to a later date or dates, if necessary. See the section entitled “The Adjournment Proposal.”
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Sponsor, Founders and Garden State
As of            , 2019, the record date for the Churchill special meeting, the sponsor held of record and was entitled to vote an aggregate of 17,250,000 founder shares. The sponsor, and through the sponsor, the founders and Garden State also purchased an aggregate of 18,300,000 private placement warrants simultaneously with the consummation of Churchill IPO. The founder shares currently constitute 20% of the outstanding shares of Churchill’s common stock. Pursuant to the Sponsor Agreement, Jerre Stead (either personally or through his designee, JMJS Group-II, LP) and Michael Klein have agreed to purchase from Churchill an aggregate of 1,500,000 shares of Class B common stock of Churchill immediately prior to the closing of the Transactions for an aggregate purchase price of  $15,000,000.
The sponsor, the founders and Garden State have agreed to vote any founder shares and any public shares held by them as of the record date in favor of the Transactions.
The sponsor, the founders and Garden State have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the consummation of the Transactions. Additionally, the sponsor, the founders and Garden State have agreed to waive their redemption rights with respect to any founder shares held by them if Churchill fails to consummate its initial business combination within the completion window. However, if the sponsor, the founders or Garden State have acquired or will acquire public shares, they will be entitled to liquidating distributions from the trust account with respect to such public shares if Churchill fails to consummate Churchill’s initial business combination within the completion window. If Churchill does not complete its initial business combination within such applicable time period, the proceeds of the sale of the private placement warrants held in the trust account will be used to fund the redemption of Churchill’s public shares, and the private placement warrants will expire worthless.
If the Transactions are consummated, under the Sponsor Agreement (i) the ordinary shares of Clarivate and Clarivate warrants to be issued to the sponsor, the founders and Garden State in connection with the Mergers will be subject to a three-year lock-up restriction (partially reduced to two-years, under certain circumstances) and (ii) the ordinary shares of Clarivate to be issued to the sponsor in connection with the Mergers in respect of founder shares and available for distribution to Jerre Stead, Michael Klein and Sheryl von Blucher and the Clarivate warrants held by the sponsor and available for distribution to such persons and to Garden State, in each case, will be subject to certain time and performance-based vesting provisions.
If the Transactions are not consummated, the founder shares will not be transferable, assignable or salable by the sponsor, the founders or Garden State until the earlier of: (1) one year after the completion of Churchill’s initial business combination; and (2) the date on which Churchill consummates a liquidation, merger, stock exchange, reorganization or other similar transaction after Churchill’s initial business combination that results in all of Churchill’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the foregoing, if the Transactions are not consummated and if the last reported sale price of Churchill’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Churchill’s initial business combination, the founder shares will be released from the lock-up. Since Churchill’s sponsor, officers and directors directly or indirectly own common stock and warrants following the Churchill IPO, Churchill’s officers and directors may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate Churchill’s initial business combination.
Date, Time and Place of Special Meeting of Churchill’s Stockholders
The special meeting of stockholders of Churchill will be held at            :00 a.m., Eastern time, on            , 2019, at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to Churchill, at 1285 Avenue of the Americas, New York, New York 10019, to consider and vote upon the business combination proposal, the charter proposals and if necessary, the adjournment proposal to permit further solicitation and vote of proxies if Churchill is not able to consummate the Transactions.
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Voting Power; Record Date
Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned shares of Churchill common stock at the close of business on            , 2019, which is the record date for the special meeting. Stockholders will have one vote for each share of Churchill common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Churchill warrants do not have voting rights. On the record date, there were 86,250,000 shares of Churchill common stock outstanding, of which 69,000,000 were public shares with the rest being held by the sponsor, and through the sponsor, the founders and Garden State.
Quorum and Vote of Churchill Stockholders
A quorum of Churchill stockholders is necessary to hold a valid meeting. A quorum will be present at the Churchill special meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The sponsor owns of record and is entitled to vote 20% of the outstanding shares of Churchill common stock. Such shares, as well as any shares of common stock acquired in the aftermarket by the sponsor, the founders or Garden State, will be voted in favor of the proposals presented at the special meeting. The proposals presented at the special meeting will require the following votes:

The approval of the business combination proposal will require the affirmative vote of the holders of a majority of the outstanding shares of common stock on the record date. There are currently 86,250,000 shares of Churchill common stock outstanding so at least 43,125,001 shares must be voted in favor to pass the proposal. The sponsor owns of record and is entitled to vote an aggregate of 17,250,000 founder shares and has agreed to vote in favor of the proposal so only 25,875,001 public shares are required to be voted in favor of the proposal for it to be approved.

The approval of each of the charter proposals will require the affirmative vote of the holders of a majority of the outstanding shares of Churchill common stock on the record date.

The approval of the adjournment proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of common stock present and entitled to vote at the meeting.
Abstentions and broker non-votes will have the same effect as a vote “against” the business combination proposal and the charter proposals. With respect to the adjournment proposal, if presented, abstentions will have the same effect as a vote “against” such proposal while broker non-votes will have no effect on such proposal. Please note that holders of the public shares cannot seek redemption of their shares for cash unless they affirmatively vote for or against the business combination proposal.
Consummation of the Transactions is conditional on approval of each of the business combination proposal and the charter proposals. If any proposal is not approved, the other proposals will not be presented to the stockholders for a vote.
Redemption Rights
Pursuant to Churchill’s amended and restated certificate of incorporation, a holder of public shares may demand that Churchill redeem such shares for cash if the business combination is consummated. Holders of public shares will be entitled to receive cash for these shares only if they (i) demand that Churchill redeem their shares for cash no later than the second business day prior to the vote on the business combination proposal by delivering their stock to Churchill’s transfer agent prior to the vote at the meeting and (ii) affirmatively vote for or against the business combination proposal. If the business combination is not completed, these shares will not be redeemed. If a holder of public shares properly demands redemption and votes for or against the business combination proposal, Churchill will redeem each public share for a full pro rata portion of the trust account, calculated as of two business days prior to the consummation of the business combination. As of            , 2019, the record date, this would amount to approximately $            per share. If a holder of public shares exercises its redemption
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rights, then it will be exchanging its shares of Churchill common stock for cash and will no longer own the shares. See the section entitled “Special Meeting of Churchill Stockholders — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your shares for cash.
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or was a “group,” will not be redeemed for cash.
The business combination will not be consummated if Churchill has net tangible assets of less than $5,000,001 after taking into account holders of public shares that have properly demanded redemption of their shares for cash. Further, the Merger Agreement provides that the Company is not required to consummate the Transactions if immediately prior to the consummation of the Transactions, Churchill does not have at least $550,000,000 of Available Cash. If the Company does not waive its termination right and Churchill has less than the required amount in trust, the Transactions will not be consummated.
Holders of Churchill warrants will not have redemption rights with respect to such securities.
Appraisal Rights
Churchill stockholders (including the initial stockholders), Churchill unitholders and Churchill warrant holders do not have appraisal rights in connection with the Transactions under the DGCL.
Proxy Solicitation
Proxies may be solicited by mail, telephone or in person. Churchill has engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the special meeting. A stockholder may also change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of Churchill Stockholders — Revoking Your Proxy.”
Interests of Churchill’s Directors and Officers in the Business Combination
In considering the recommendation of the board of directors of Churchill to vote in favor of approval of the business combination proposal, the charter amendments proposal and the adjournment proposal, stockholders should keep in mind that the sponsor and the founders, including Churchill’s directors and executive officers, have interests in such proposals that are different from, or in addition to, those of Churchill stockholders generally. In particular:

If the business combination with the Company or another business combination is not consummated by September 11, 2020, Churchill will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 17,250,000 founder shares held by the sponsor which were acquired for an aggregate purchase price of  $25,000 prior to Churchill’s initial public offering, would be worthless because the sponsor is not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of  $            based upon the closing price of  $            per share on the NYSE on            , 2019 the record date.

The sponsor, and through the sponsor, the founders and Garden State purchased an aggregate of 18,300,000 private placement warrants from Churchill for an aggregate purchase price of $18,300,000 (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of the Churchill IPO. A portion of the proceeds Churchill received from these purchases were placed in the trust account. Such warrants had an aggregate market value of  $            based upon the closing price of  $            per warrant on the NYSE on            , 2019, the record date. The private placement warrants will become worthless if Churchill does not consummate a business combination by September 11, 2020.
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Jerre Stead will become Executive Chairman of Clarivate and Michael Klein, Sheryl von Blucher, Martin Broughton, Karen G. Mills and Balakrishnan S. Iyer will become directors of Clarivate after the closing of the Transactions. As such, in the future each will receive any cash fees, stock options or stock awards that the Clarivate board of directors determines to pay to its executive and non-executive directors.

If Churchill is unable to complete a business combination within the required time period, its executive officers will be personally liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Churchill for services rendered or contracted for or products sold to Churchill. If Churchill consummates a business combination, on the other hand, Churchill will be liable for all such claims.

The founders, including Churchill’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Churchill’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Churchill fails to consummate a business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, Churchill may not be able to reimburse these expenses if the Transactions or another business combination are not completed by September 11, 2020. As of            , 2019, the record date, the founders and their affiliates had not incurred any unpaid reimbursable expenses.

The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.

Pursuant to the Sponsor Agreement, if the last sale price of Clarivate’s ordinary shares is at least $20.00 per share for at least 40 trading days over a 60 consecutive trading day period ending prior to the six-year anniversary of the consummation of the business combination, such persons designated by Jerre Stead and Michael Klein (or, in the event of death or incapacity of either, by his respective successor) will be issued an aggregate of 5,000,000 ordinary shares of Clarivate. Such 60 consecutive trading day period will not commence until the earlier of  (i) the date on which Onex or Baring sell any of their respective ordinary shares of Clarivate to a third party that is not an affiliate of Onex, Baring, any founder, the sponsor or Garden State or (ii) the first anniversary of the consummation of the Transactions. If the business combination is not consummated then this performance incentive will not be available.

In connection with the business combination, Churchill has engaged The Klein Group, LLC, an affiliate of M. Klein and Company, LLC and of the sponsor, to act as Churchill’s financial advisor in connection with the Mergers. Pursuant to this engagement, Churchill will pay The Klein Group, LLC an advisory fee of  $12.5 million, which shall be earned upon the closing of the Mergers. $7.5 million of such fee shall be payable upon the closing of the Mergers, $2.5 million of such fee shall be payable on January 31, 2020 and the final $2.5 million of such fee shall be payable on January 29, 2021. The payment of such fee is conditioned upon the completion of the Mergers. The engagement of The Klein Group, LLC and the payment of the advisory fee has been approved by Churchill’s audit committee and board of directors in accordance with Churchill’s related persons transaction policy.
At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Churchill or its securities, the sponsor, the founders, Garden State, the Company, the Company Owners and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Churchill’s common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the shares outstanding vote in favor of the business combination and that Churchill has in excess of the required amount of Available Cash to consummate the business combination
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under the Merger Agreement, where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/​prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and, with the Company’s consent, the transfer to such investors or holders of shares or warrants owned by the sponsor, the founders and/or Garden State for nominal value.
Entering into any such arrangements may have a depressive effect on Churchill’s common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.
If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the business combination proposal and other proposals to be presented at the special meeting and would likely increase the chances that such proposals would be approved. Moreover, any such purchases may make it more likely that Churchill will have in excess of the required amount of Available Cash to consummate the business combination as described above.
As of the date of this proxy statement/prospectus, no agreements dealing with the above have been entered into by the sponsor, the founders, Garden State, the Company, the Company Owners, or any of their respective affiliates. Churchill will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
Recommendation to Stockholders
Churchill’s board of directors believes that the business combination proposal and the other proposals to be presented at the special meeting are fair to and in the best interest of Churchill’s stockholders and unanimously recommends that its stockholders vote “FOR” the business combination proposal, “FOR” each of the charter proposals and “FOR” the adjournment proposal, if presented.
Conditions to the Closing of the Business Combination
General Conditions
Consummation of the Transactions is conditioned on the approval of the business combination proposal and the charter proposals as described in this proxy statement/prospectus.
In addition, the consummation of the Transactions contemplated by the Merger Agreement is conditioned upon, among other things:

the early termination or expiration of the waiting period under the Hart-Scott-Rodino Act (which has already been obtained);

no order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority or statute, rule or regulation that is in effect and prohibits or enjoins the consummation of the Transactions;

the redemption offer for shares of Churchill common stock shall have been completed;

Churchill having at least $5,000,001 of net tangible assets remaining after the closing;

the memorandum of association and articles of association of Clarivate shall have been amended and restated in their entirety in the form attached to the Merger Agreement;
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this proxy statement/prospectus shall have become effective, no stop order shall have been issued that remains in effect and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending;

the delivery by each party to the other party of a certificate with respect to the truth and accuracy of such party’s representations and warranties as of execution of the Merger Agreement and as of the closing as well as the performance by such party of covenants contained in the Merger Agreement required to by complied with by such party prior to the closing; and

the approval for listing by the NYSE of the shares to be issued in connection with the business combination.
Churchill’s Conditions to Closing
The obligations of Churchill to consummate the Transactions contemplated by the Merger Agreement also are conditioned upon, among other things:

the accuracy of the representations and warranties of the Company, Clarivate, Jersey Merger Sub and Delaware Merger sub (subject to customary bring-down standards);

the covenants of the Company, Clarivate, Jersey Merger Sub and Delaware Merger Sub have been performed in all material respects;

the delivery by Clarivate of an executed Director Nomination Agreement; and

the delivery by Clarivate of an executed Registrations Rights Agreement.
The Company’s Conditions to Closing
The obligations of the Company, Clarivate, Delaware Merger Sub and Jersey Merger Sub to consummate the Transactions contemplated by the Merger Agreement also are conditioned upon, among other things:

the accuracy of the representations and warranties of Churchill (subject to customary bring-down standards);

the covenants of Churchill have been performed in all material respects;

there is at least $550,000,000 of Available Cash; and

the covenants of the sponsor, the founders and Garden State under the Sponsor Agreement shall have been performed in all material respects, and no such person shall have threatened (i) that the Sponsor Agreement is not valid, binding and in full force and effect, (ii) that Clarivate or the Company is in breach of or default under the Sponsor Agreement or (iii) to terminate the Sponsor Agreement.
Tax Consequences of the Business Combination
For a description of certain United States federal income tax consequences of the Transactions and the exercise of redemption rights, please see the information set forth in “The Business Combination Proposal — Material United States Federal Income Tax Consequences of the Business Combination to Churchill Security Holders.”
Anticipated Accounting Treatment
The Transactions will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Churchill will be treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of Clarivate issuing ordinary shares for the net assets of Churchill, accompanied by a recapitalization.
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Regulatory Matters
The Transactions are not subject to any additional federal or state regulatory requirement or approval, except for the filings with the State of Delaware and Jersey, Channel Islands necessary to effectuate the Transactions.
Risk Factors
In evaluating the proposals to be presented at the special meeting, a stockholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”
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SUMMARY HISTORICAL FINANCIAL INFORMATION
Churchill is providing the following summary historical financial information to assist you in your analysis of the financial aspects of the Transactions.
Churchill’s balance sheet data as of December 31, 2018 and statement of operations data for the period from June 20, 2018 (inception) through December 31, 2018 are derived from Churchill’s audited financial statements, included elsewhere in this proxy statement/prospectus.
The Company’s consolidated balance sheet data as of December 31, 2018 and 2017 and consolidated statements of operations data for the fiscal years ended December 31, 2018 and 2017 are derived from the Company’s audited financial statements, included elsewhere in this proxy statement/prospectus.
The information is only a summary and should be read in conjunction with each of the Company’s and Churchill’s consolidated financial statements and related notes and “Other Information Related to Churchill — Churchill’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained elsewhere herein. The historical results included below and elsewhere in this proxy statement/prospectus are not indicative of the future performance of the Company or Churchill. All amounts are in US dollars. Certain amounts that appear in this section may not sum due to rounding.
Summary Historical Financial Information — Churchill
Period from
June 20, 2018
(inception)
through
December 31,
2018
Income Statement Data:
Revenues $ 0
Loss from operations
(2,525,364)
Interest income
4,512,532
Net income
1,241,506
Basic and diluted net loss per share
(0.13)
Weighted average shares outstanding excluding shares subject to possible redemption – basic and diluted
17,706,822
As of
December 31,
2018
Other Financial Data:
Total assets
$ 698,437,748
(1)
Net loss per share — basic and diluted — excludes income attributable to common stock subject to possible redemption of  $3,529,452 for the period presented.
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Summary Historical Financial Information — Company
Income Statement Data:
Year Ended December 31
($ in millions, except per share data)
2018
2017
Revenues, net
$ 968.5 $ 917.6
Loss from operations
(105.7) (147.0)
Net loss
(242.2) (263.9)
Basic and diluted net loss per share
(147.14) (160.83)
Other Financial Data:
As of or for the Year Ended
December 31
($ in millions)
2018
2017
Adjusted revenues(1)
$ 951.2 $ 935.4
Standalone Adjusted EBITDA(2)
310.9 304.8
Standalone Adjusted EBITDA margin(3)
32.7% 32.6%
Capital expenditures
45.4 37.8
Total assets
3,709.7 4,005.1
(1)
Adjusted revenues normalizes for the impact of purchase accounting adjustments to deferred revenues and the impact of divestments. The following table reconciles net revenues to adjusted net revenues for the periods presented:
Year Ended December 31
($ in millions)
2018
2017
Revenues, net
$ 968.5 $ 917.6
Deferred revenues purchase accounting adjustment(a)
3.2 49.7
Revenues attributable to Intellectual Property Management Product Line(b)
(20.5) (31.9)
Adjusted revenues
$ 951.2 $ 935.4
(a)
Reflects deferred revenues fair value accounting adjustment arising from purchase price allocation in connection with the 2016 Transaction.
(b)
Reflects revenues from the Company’s Intellectual Property Management (“IPM”) Product Line, which was divested in October 2018.
(2)
Standalone Adjusted EBITDA represents net (loss) income before provision for income taxes, depreciation and amortization and interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from the IPM Product Line which was divested in October 2018), losses on extinguishment of debt, stock-based compensation, unrealized foreign currency gains/(losses), Transition Services Agreement costs, separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, non-cash income/(loss) on equity and cost method investments, non-operating income or expense, the impact of certain non-cash and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance, certain unusual items impacting results in a particular period to more accurately reflect management’s view of the recurring profitability of the business, the difference between annualized run-rate savings and savings realized during that same fiscal year as well as the difference in the Company’s actual standalone costs incurred relative to the steady state standalone cost estimate that the Company expects to achieve after completion of the Transition and optimization of the standalone
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functions by 2021. The adjustments reflected in the Company’s Standalone Adjusted EBITDA have not been prepared with a view towards complying with Article 11 of Regulation S-X. These standalone measures are intended to provide additional information on a more comparable basis than would be provided without such standalone adjustments.
In future periods, the Company will need to make additional capital expenditures in order to replicate capital expenditures associated with previously shared services on a stand-alone basis. You are encouraged to evaluate these adjustments and the reasons the Company considers them appropriate for supplemental analysis. These measures are not measurements of the Company’s financial performance under GAAP and should not be considered in isolation or as alternatives to net income, net cash flows provided by operating activities, total net cash flows or any other performance measures derived in accordance with GAAP or as alternatives to net cash flows from operating activities or total net cash flows as measures of the Company’s liquidity.
Reduction of ongoing standalone and Transition Services Agreement costs have been, and are expected to continue to be, a component of the Company’s strategy as it finalizes the Transition.
Certain of the adjustments included to arrive at Standalone Adjusted EBITDA are based on a historical and projected basis of expected costs related to the Company’s transition to an independent company. In evaluating Standalone Adjusted EBITDA you should be aware that in the future the Company may incur expenses that are the same as or similar to some of the included adjustments. The Company’s presentation of Standalone Adjusted EBITDA should not be construed as an inference that the Company’s future results will be unaffected by any of the adjusted items, or that the Company’s projections and estimates will be realized in their entirety or at all. See “Risk Factors —  Risks Related to Our Business and Operations Following the Business Combination — We may not achieve all of the expected benefits from the items reflected in the adjustments included in Standalone Adjusted EBITDA.”
The Company also monitors Standalone Adjusted EBITDA because the Company’s Credit Agreement and its indenture governing its senior unsecured notes contain certain covenants (including debt incurrence and the making of restricted payments) based on a leverage ratio, which utilizes Standalone Adjusted EBITDA. Standalone Adjusted EBITDA performance, along with the quantitative and qualitative information, may also be utilized by management and the Company’s compensation committee, as an input for determining incentive payments to employees.
The use of Standalone Adjusted EBITDA instead of GAAP measures has limitations as an analytical tool, and you should not consider Standalone Adjusted EBITDA in isolation, or as a substitute for analysis of the Company’s results of operations and operating cash flows as reported under GAAP. For example, Standalone Adjusted EBITDA does not reflect:

the Company’s cash expenditures or future requirements for capital expenditures;

changes in, or cash requirements for, the Company’s working capital needs;

interest expense, or the cash requirements necessary to service interest or principal payments, on the Company’s debt;

any cash income taxes that the Company may be required to pay;

any cash requirements for replacements of assets that are depreciated or amortized over their estimated useful lives and may have to be replaced in the future; or

all non-cash income or expense items that are reflected in the Company’s statements of cash flows.
The Company’s definition of and method of calculating Standalone Adjusted EBITDA may vary from the definitions and methods used by other companies when calculating adjusted EBITDA, which may limit their usefulness as comparative measures.
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The Company prepared the information included in this presentation based upon available information and assumptions and estimates that it believes are reasonable. The Company cannot assure you that its estimates and assumptions will prove to be accurate.
Because the Company incurred transaction, transition, integration, transformation, restructuring, and Transition Services Agreement costs in connection with the 2016 Transaction and the transition, borrowed money in order to finance its operations, and used capital and intangible assets in its business, and because the payment of income taxes is necessary if the Company generates taxable income after the utilization of its net operating loss carryforwards, any measure that excludes these items has material limitations. As a result of these limitations, these measures should not be considered as a measure of discretionary cash available to the Company to invest in the growth of its business or as a measure of its liquidity.
The following table reconciles net (loss) income to Standalone Adjusted EBITDA for the periods presented:
For the Years Ended
December 31
($ in millions)
2018
2017
Net loss
$ (242.2) $ (263.9)
(Benefit) provision for income taxes
5.7 (21.3)
Depreciation and amortization
237.2 228.5
Interest expense, net
130.8 138.2
Transition Service Agreement costs(a)
55.8 89.9
Transition, transformation and integration expense(b)
69.2 86.8
Excess standalone costs(c)
25.4 (24.6)
Deferred revenues adjustment(d)
3.2 49.7
Transaction related costs(e)
2.5 2.2
Share-based compensation expense
13.7 17.7
Gain on sale of IPM Product Line
(36.1)
Tax indemnity asset(f)
33.8
IPM adjusted operating margin(g)
(5.9) (6.8)
Cost savings(h)
12.7 9.7
Other(i)
5.1 (1.3)
Standalone Adjusted EBITDA
$ 310.9 $ 304.8
(a)
Includes accruals for payments to Thomson Reuters under the Transition Services Agreement. These costs are expected to decrease substantially in 2019, as we are in the final stages of implementing our standalone company infrastructure.
(b)
Includes costs incurred in connection with and after the 2016 Transaction relating to the implementation of our standalone company infrastructure and related cost-savings initiatives. These costs primarily include transition consulting, technology infrastructure, personnel and severance expenses relating to our standalone company infrastructure, which are recorded in Transition, transformation and integration expenses, and other line-items of our income statement, as well as expenses related to the Transition following the 2016 Transaction, mainly related to the integration of separate business units into one functional organization and enhancements in our technology.
(c)
Reflects the difference between our actual standalone company infrastructure costs (including the additional costs associated with the migration of our technology systems to Amazon Web Services or our own systems), and our estimated steady state standalone operating costs, which were as follows:
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Years Ended December 31,
($ in millions)
2018
2017
Actual standalone company infrastructure costs
$ 153.6 $ 97.1
Steady state standalone cost estimate
(128.2) (121.7)
Excess standalone costs
$ 25.4 $ (24.6)
(d)
Reflects deferred revenues fair value accounting adjustment arising from purchase price allocation in connection with the 2016 Transaction. See “Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors Affecting the Comparability of Our Results of Operations — 2016 Transaction and Transition to Operations as a Standalone Business —  Purchase Accounting Impact of the 2016 Transaction.”
(e)
Includes consulting and accounting costs associated with (i) various acquisitions and (ii) the sale of the IPM Product Line.
(f)
Reflects the write down of a tax indemnity asset.
(g)
Reflects the IPM Product Line’s operating margin, excluding amortization and depreciation, prior to its divestiture in October 2018.
(h)
Reflects the estimated annualized run-rate cost savings, net of actual cost savings realized, related to restructuring and other cost savings initiatives undertaken during the period (exclusive of any cost reductions in our estimated standalone operating costs).
(i)
Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other one-time adjustments.
(3)
Standalone Adjusted EBITDA Margin is defined as Standalone Adjusted EBITDA divided by Adjusted revenues.
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SUMMARY UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
The following summary unaudited pro forma condensed combined financial data (the “selected pro forma data”) gives effect to the business combination and the other transactions contemplated by the Transactions and described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements.” Operations prior to the Transactions will be those of the Company. The Transactions will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Churchill will be treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of Clarivate issuing ordinary shares for the net assets of Churchill, accompanied by a recapitalization. The net assets of Churchill will be stated at historical cost, with no goodwill or other intangible assets recorded. The summary unaudited pro forma condensed combined balance sheet data as of December 31, 2018 gives effect to the Transactions, including the related issuance of 1,500,000 shares of Churchill common stock to certain founders, as if they had occurred on December 31, 2018. The summary unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2018 gives effect to the Transactions, including the related issuance of 1,500,000 shares of Churchill common stock to certain founders, as if they had occurred on January 1, 2018.
The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the pro forma financial statements. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the audited consolidated financial statements and related notes of Churchill and the Company for the applicable periods included elsewhere in this proxy statement/prospectus. The selected pro forma data has been presented for informational purposes only and are not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the Transactions been completed as of the dates indicated. In addition, the selected pro forma data does not purport to project the future financial position or operating results of the combined company.
The unaudited pro forma condensed combined financial information has been prepared assuming two alternative levels of cash redemptions of Churchill’s common stock:

Assuming No Redemptions:   This presentation assumes that no Churchill public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in Churchill’s trust account. Under the no redemptions scenario, $649.5 million will be used to pay down the Term Loan Facility (with principal payments payable in $0.5 million increments).

Assuming Maximum Redemptions:   This presentation assumes that Churchill public stockholders holding 11,553,523 of Churchill’s public shares exercise their redemption rights and that such shares are redeemed for their pro rata share ($10.07 per share) of the funds in its trust account for aggregate redemption proceeds of  $116.3 million. See “Unaudited Pro Forma Condensed Combined Financial Statements” for further information on this calculation. Under the Merger Agreement, the consummation of the Transactions is conditioned upon, among other things, the amount of Available Cash not being less than $550.0 million. This scenario gives effect to the maximum number of redemptions that meet all of the conditions to permit consummation of the Transactions. Under the maximum redemptions scenario, the amount available for the paydown of the Term Loan Facility is reduced by the cash used for redemptions, resulting in a $533.0 million pay down of the Term Loan Facility (with principal payments payable in $0.5 million increments).
(in thousands, except share and per share information)
Assuming No
Redemptions
Assuming
Maximum
Redemptions
Summary Unaudited Pro Forma Condensed Combined Statement of Operations
Data Year Ended December 31, 2018
Revenues, net
$ 968,468 $ 968,468
Operating expenses
1,073,812 1,073,812
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(in thousands, except share and per share information)
Assuming No
Redemptions
Assuming
Maximum
Redemptions
Operating loss
(105,344) (105,344)
Net loss
(204,626) (211,325)
Basic and diluted net loss per common share
$ (0.67) $ (0.72)
Weighted average shares outstanding, basic and diluted
305,250,000 293,696,477
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data
As of December 31, 2018
Total current assets
$ 410,168 $ 410,367
Total assets
3,711,230 3,711,429
Total current liabilities
643,394 643,394
Total liabilities
[•] [•]
Total shareholders’ equity
[•] [•]
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COMPARATIVE PER SHARE DATA
The following table sets forth selected historical comparative share information for Churchill and the Company, respectively, and unaudited pro forma condensed combined per share information of Churchill after giving effect to the Transactions, assuming two redemption scenarios as follows:

Assuming No Redemptions:   This presentation assumes that no Churchill public stockholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in Churchill’s trust account. Under the no redemptions scenario, $649.5 million will be used to pay down the Term Loan Facility (with principal payments payable in $0.5 million increments).

Assuming Maximum Redemptions:   This presentation assumes that Churchill public stockholders holding 11,553,523 of Churchill’s public shares exercise their redemption rights and that such shares are redeemed for their pro rata share ($10.07 per share) of the funds in its trust account for aggregate redemption proceeds of  $116.3 million. Under the Merger Agreement, the consummation of the Transactions is conditioned upon, among other things, the amount of Available Cash not being less than $550.0 million. This scenario gives effect to the maximum number of redemptions that meet all of the conditions to permit consummation of the Transactions. Under the maximum redemptions scenario, the amount available for the paydown of the Term Loan Facility is reduced by the cash used for redemptions, resulting in a $533.0 million pay down of the Term Loan Facility (with principal payments payable in $0.5 million increments).
The pro forma book value information reflects the Transactions, including the related issuance of 1,500,000 shares of Churchill common stock to certain founders, as if they had occurred on December 31, 2018. The weighted average shares outstanding and net earnings per share information reflect the Transactions, including the related issuance of 1,500,000 shares of Churchill common stock to certain founders, as if they had occurred on January 1, 2018.
This information is only a summary and should be read together with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the audited financial statements of Churchill and the Company and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited Churchill and Company pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.
The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Churchill and the Company would have been had the companies been combined during the period presented.
Historical
Pro Forma Combined
Company
Churchill(1)
Assuming
No
Redemptions
Assuming
Maximum
Redemptions
As of and for the Year Ended December 31, 2018
Book value per share – basic and diluted(2)
$ 638.35 $ 0.28 $ [•] $ [•]
Weighted average shares outstanding – basic and diluted
1,645,818 17,706,822 305,250,000 293,696,477
Net loss per share – basic and diluted
$ (147.14) $ (0.13) $ (0.67) $ (0.72)
(1)
Churchill information presented as of December 31, 2018 and from June 20, 2018 (inception) to December 31, 2018
(2)
Book value per share is equal to total shareholders’ equity/total basic and diluted outstanding shares
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RISK FACTORS
Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. In this section “we,” “us” and “our” refer to the Company prior to the business combination and to Clarivate following the business combination.
Risks Related to Our Business and Operations Following the Business Combination
We operate in highly competitive markets and may be adversely affected by this competition.
The markets for our products and services are highly competitive and are subject to rapid technological changes and evolving customer demands and needs. We compete on the basis of various factors, including the quality of content embedded in our databases and those of our competitors, customers’ perception of our products relative to the value that they deliver, user interface of the products and the quality of our overall offerings.
Many of our principal competitors are established companies that have substantial financial resources, recognized brands, technological expertise and market experience, and these competitors sometimes have more established positions in certain product lines and geographies than we do. We also compete with smaller and sometimes newer companies, some of which are specialized with a narrower focus than our company, and face competition from other Internet services companies and search providers.
Our competitors may be able to adopt new or emerging technologies or address customer requirements more quickly than we can. New and emerging technologies can also have the impact of allowing start-up companies to enter the market more quickly than they would have been able to in the past. We may also face increased competition from companies that could pose a threat to our business by providing more in-depth offerings, adapting their products and services to meet the demands of their customers or combining with one of their competitors to enhance their products and services. A number of our principal competitors may continue to make acquisitions as a means to improve the competitiveness of their offerings. In order to better serve the needs of our existing customers and to attract new customers, we must continue to:

enhance and improve our existing products and services (such as by adding new content and functionalities);

develop new products and services;

invest in technology; and

strategically acquire additional businesses and partner with other businesses in key sectors that will allow us to offer a broader array of products and services.
Our ability to compete successfully is also impacted by the growing availability of information from government information systems and other free sources, as well as competitors who aggressively market their products as a lower cost alternative. See “— Increased accessibility to free or relatively inexpensive information sources may reduce demand for our products and services.” Because some of our competitors are able to offer products and services that may be more cost effective than ours, including through the provision of price incentives for new customers, and because some of our competitors’ products and services may be seen as having greater functionality or performance than ours, the relative value of some of our products or services could be diminished. In addition, some of our competitors combine competing products with complementary products as packaged solutions, which could pre-empt use of our products or solutions. Competition from such free or lower cost sources may require us to reduce the price of some of our products and services (which may result in lower revenues) or make additional capital investments (which might result in lower profit margins). If we are unable or unwilling to reduce prices or make additional investments in the future, we may lose customers and our financial results may be adversely affected. In addition, implementation of annual price increases by us from time to time may also, in some cases, cause customers to use lower-cost competitors.
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Certain of our distribution partners have licensing rights to portions of our content for use within their platforms. Over time they may become more directly competitive to us (subject to the terms of their agreements with us) if they were to advance their technology more efficiently and effectively than we do. Additionally, some of our customers may decide to develop independently certain products and services that they obtain from us, including through the formation of consortia. Educating our customers on the intricacies and uses of our products and services could, in certain cases, improve their ability to offer competing products and services as they look to expand their business models. If more of our customers become self-sufficient, demand for our products and services may be reduced. If we fail to compete effectively, our financial condition and results of operations would be adversely affected.
If our products and services do not maintain and/or achieve broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards and changing regulatory requirements, our revenues could be adversely affected.
Our business is dependent on the continued acceptance by our customers of our existing products and services and the value placed on them. If these products and services do not maintain market acceptance, our revenues may decrease.
We are also continually investing in new product development to expand our offerings beyond our traditional products and services. However, new products or services may not achieve market acceptance if current or potential customers do not value their benefits, do not achieve favorable results using such new products or services, use their budgets for different products or services or experience technical difficulties in using such new products or services. Moreover, market acceptance of any new products or services, or changes to our existing products and services, may be affected by customer confusion surrounding the introduction of such products and services by us and comparison of the benefits of our products and services to those of other solutions. Our expansion into new offerings may present increased risks, and efforts to expand beyond our traditional products and services may not succeed. If we are unable to successfully develop new products or services or enhance existing products or services or migrate them to new systems, or if we are unsuccessful in obtaining any required regulatory approval or market acceptance for new products or services, our products and services may be rendered obsolete by competitive offerings, we may experience cost overruns, delays in delivery or performance problems, demand for our products and services may decline and/or we may not be able to grow our business or growth may occur more slowly than we anticipate.
In addition, our business is characterized by rapidly changing technology, evolving industry standards and changing regulatory requirements. Our growth and success depend upon our ability to keep pace with such changes and developments and to meet changing customer needs and preferences. In order to enable our sales personnel to sell new products and services effectively, we must invest resources and incur additional costs in training programs on new products and services and key differentiators and business values.
The process of developing our products and services is complex and may become increasingly complex and expensive in the future due to the introduction of new platforms, operating systems and technologies. Our ability to keep pace with technology and business and regulatory changes is subject to a number of risks, including that we may find it difficult or costly to:

update our products and services and develop new products and services quickly enough to meet our customers’ needs;

make some features of our products work effectively and securely over the Internet or with new or changed operating systems;

update our products and services to keep pace with business, evolving industry standards, regulatory requirements and other developments in the markets in which our customers operate; and

integrate or further develop acquired products or technologies successfully or at all.
Historically, our customers accessed our web-based products and services primarily through desktop computers and laptops. Over the last few years, Internet use through smartphones, tablets and other mobile devices has increased significantly. As a result of this shift, we have focused on developing, supporting and
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maintaining various products and services on different platforms and devices (some of which complement traditional forms of delivery). If our competitors are able to release alternative device products, services or applications more quickly than we are able to, or if our customers do not adopt our offerings in this area, our revenues and retention rates could be adversely affected.
Additionally, the information services industry is undergoing rapid technological evolution. Our competitors are adopting big data analytics and artificial intelligence to collect, categorize and curate data. While we use big data analytics and artificial intelligence, we still use human curators extensively, which may mean the cost to provide our products and services to customers may be more expensive than our competitors. Furthermore, new technologies could render our technologies, products and services obsolete or unattractive, reducing growth opportunities for our business and resulting in a material and adverse effect on our business, results of operations and financial condition.
If we experience design defects, errors, failures or delays associated with our products or services or migration of an existing product or service to a new system, our business could suffer serious harm.
Despite testing, our products and services may contain errors or defects after release. In addition, if we release new products or services, migrate existing products or services to new systems or upgrade outdated software or infrastructure, our products and services may contain design defects and errors when first introduced or when major new updates or enhancements are released. We have also experienced delays in the past while developing and introducing new products and services, primarily due to difficulties in licensing data inputs, developing new products or services or adapting to particular operating environments. Additionally, in our development of new products and services or updates and enhancements to our existing products and services, we may make a design error that causes the product or service to operate incorrectly or less effectively. Many of our products and services also rely on data and services provided by third-party providers over which we have no control and may be provided to us with defects, errors or failures. Our customers may also use our products and services together with their own software, data or products from other companies. As a result, when problems occur, it might be difficult to identify the source of the problem. If design defects, errors or failures are discovered in our current or future products or services, we may not be able to correct them in a timely manner, if at all.
The existence of design defects, errors or delays in our products or services that are significant, or are perceived to be significant, could result in rejection or delay in market acceptance of our products or services, damage to our reputation, loss of revenues, a lower rate of subscription renewals or upgrades, diversion of development resources, product liability claims or regulatory actions or increases in service and support costs. We may also need to expend significant capital resources to eliminate or work around design defects, errors, failures or delays. In each of these ways, our business, financial condition or results of operations could be materially adversely impacted.
We may be adversely affected by uncertainty, downturns and changes in the markets that we serve.
Our performance depends on the financial health and strength of our customers, which in turn is dependent on the economic conditions of the markets in which we and our customers operate. Declines in the U.S. and global economies or continued economic uncertainty may lead customers to delay or reduce purchases of our products and services as they take measures to reduce their operating costs, including by delaying the development or launch of new products and brands and/or reducing research and development (“R&D”) spending generally.
In addition, mergers or consolidations among our customers could reduce the number of our customers and potential customers. Continued consolidation could adversely affect our revenues even if these events do not reduce the activities of the consolidated entities. For example, when entities consolidate, overlapping services previously purchased separately are usually purchased only once by the combined entity, leading to loss of revenues. Other services that were previously purchased by one of the merged or consolidated entities may be deemed unnecessary or cancelled. Any such developments among our customers could materially and adversely affect our business, financial condition, operating results and cash flow.
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We may not achieve all of the expected benefits from the items reflected in the adjustments included in Standalone Adjusted EBITDA.
We have made adjustments to net (loss) income to calculate Standalone Adjusted EBITDA. These adjustments reflect certain items related to our business strategy as well as the Transition. For example, in calculating Standalone Adjusted EBITDA, we have added back, among other things, the annualization effect of cost savings implementation during the year and excess standalone costs, certain restructuring and integration costs, acquisition-related costs and other unusual and/or non-recurring items. We cannot provide assurance that our estimates and assumptions in calculating Standalone Adjusted EBITDA will prove to be accurate. For example, we believe that the standalone costs that we have incurred to date and expect to incur through 2020 are not reflective of the standalone costs that we expect that we will incur starting in 2021 and onwards (“steady state standalone costs”). As a result, we have made an adjustment when calculating Standalone Adjusted EBITDA to reflect the excess of current standalone costs to steady state standalone costs. There is no assurance that anticipated cost savings reflected in Standalone Adjusted EBITDA will be achieved or that steady state standalone costs will be achieved. If the actual annualized effect of cost savings we have implemented is less than our estimates, our cost savings initiatives adversely affect our operations or cost more or take longer to implement than we project, our steady state standalone costs are higher than our estimates, and/or if our assumptions prove to be inaccurate, our Standalone Adjusted EBITDA will be lower than we anticipate.
Our ability to realize the expected benefit of cost savings associated with the adjustments and steady state standalone costs included or permitted by the Indenture and the Credit Agreement to be included when calculating Standalone Adjusted EBITDA depends on factors beyond our control, such as operating difficulties, increased operating costs, competitors and customers, delays in implementing initiatives, our ability to integrate businesses that we acquire and general economic or market conditions. We cannot assure you that we will be successful in generating growth, maintaining or increasing our cash flows or profitability or achieving cost savings and steady state standalone costs in connection with the items reflected in these adjustments. We cannot assure you that Standalone Adjusted EBITDA will reflect the actual benefit of the related adjustments.
The use of Standalone Adjusted EBITDA instead of GAAP measures has limitations as an analytical tool, and you should not consider Standalone Adjusted EBITDA in isolation, or as a substitute for analysis of our results of operations and operating cash flows as reported under GAAP. For example, Standalone Adjusted EBITDA does not reflect:

our cash expenditures or future requirements for capital expenditures;

changes in, or cash requirements for, our working capital needs;

interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

any cash income taxes that we may be required to pay;

any cash requirements for replacements of assets that are depreciated or amortized over their estimated useful lives and may have to be replaced in the future; and

all non-cash income or expense items that are reflected in our statements of cash flows.
Our definition of and method of calculating Standalone Adjusted EBITDA may vary from the definitions and methods used by other companies in calculating adjusted EBITDA, which may limit their usefulness as comparative measures.
We may be unable to achieve some or all of the operational cost improvements and other benefits that we expect to realize.
We may not be able to realize all of the cost savings we expect to achieve. In connection with our evaluation of the Transition, we have estimated the costs we will need to incur in order to operate as an independent company after the Transition Services Agreement expires. In addition, we have estimated that we will be able to achieve additional annual cost savings as a result of other initiatives, particularly by pursuing a number of operational cost improvements identified during diligence, increased overall focus on
35

cost control as a standalone company and certain other restructuring initiatives we plan to undertake. We cannot assure you that we will be able to successfully realize the expected benefits of these initiatives. A variety of risks could cause us not to realize some or all of the expected benefits. These risks include, among others, higher than expected standalone overhead expenses, delays in the anticipated timing of activities related to such initiatives, increased difficulty and cost in establishing ourselves as an independent company, lack of sustainability in cost savings over time, unexpected costs associated with operating our business, inability to eliminate duplicative back office overhead or redundant selling and general and administrative functions and inability to avoid labor disruptions in connection with any integration of the foregoing, particularly in connection with any headcount reductions. Our ability to successfully manage organizational changes is important for our future business success. In particular, our reputation and results of operations could be harmed if employee morale, engagement or productivity decline as a result of organizational or other changes.
Moreover, our implementation of these initiatives may disrupt our operations and performance, and our estimated cost savings from these initiatives are based on several assumptions that may prove to be inaccurate and, as a result, we cannot assure you that we will realize these cost savings. If, for any reason, the benefits we realize are less than our estimates, or our improvement initiatives adversely affect our operations or cost more or take longer to implement than we project, or if our assumptions prove inaccurate, our results of operations may be materially adversely affected.
We are dependent on third parties, including public sources, for data, information and other services, and our relationships with such third parties may not be successful or may change, which could adversely affect our results of operations.
Substantially all of our products and services are developed using data, information or services obtained from third-party providers and public sources, or are made available to our customers or are integrated for our customers’ use through information and technology solutions provided by third-party service providers.
We have commercial relationships with third-party providers whose capabilities complement our own and, in some cases, these providers are also our competitors. The priorities and objectives of these providers, particularly those that are our competitors, may differ from ours, which may make us vulnerable to unpredictable price increases and unfavorable licensing terms. Agreements with such third-party providers periodically come up for renewal or renegotiation, and there is a risk that such negotiations may result in different rights and restrictions which could impact upon our customers use of the content. Moreover, providers that are not currently our competitors may become competitors or be acquired by or merge with a competitor in the future, any of which could reduce our access to the information and technology solutions provided by those companies. If we were to expand our product and service offerings, whether through organic growth or acquisitions, we may launch products and services that compete with providers that are not currently our competitors, which could negatively impact our existing relationships. If we do not maintain, or obtain the expected benefits from, our relationships with third-party providers or if a substantial number of our third-party providers or any key service providers were to withdraw their services, we may be less competitive, our ability to offer products and services to our customers may be negatively affected, and our results of operations could be adversely impacted.
We also depend on public sources in the development of our products and services. These public sources are usually free to access or are available at minimal cost, and do not compete directly with our products and services. If such public sources were to begin competing with us directly, or were to increase the cost to access their data, prohibit us from collecting and synthesizing the data they provide or cease existing altogether, our results of operations could be adversely impacted.
Increased accessibility to free or relatively inexpensive information sources may reduce demand for our products and services.
In recent years, more public sources of free or relatively inexpensive information have become available, particularly through the Internet, and this trend is expected to continue. For example:

some governmental and regulatory agencies have increased the amount of information they make publicly available at no cost;
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several companies and organizations have made certain information publicly available at little or no cost; and

“open source” software that is available for free may also provide some functionality similar to that in some of our products.
Public sources of free or relatively inexpensive information may reduce demand for our products and services. Demand could also be reduced as a result of cost-cutting, reduced spending or reduced activity by customers. Our results of operations would be adversely affected if our customers choose to use these public sources as a substitute for our products or services.
We generate a significant percentage of our revenues from recurring subscription-based arrangements, and if we are unable to maintain a high annual revenue renewal rate, our results of operations could be adversely affected.
In 2018, approximately 82% of our revenues were subscription-based. In order to maintain existing revenues and to generate higher revenues, we are dependent on a significant number of our customers renewing their arrangements with us. Although many of these arrangements have automatic renewal provisions, with appropriate notice these arrangements are cancellable and our customers have no obligation to renew their subscriptions after the expiration of their initial subscription period. As a result, our past annual revenue renewal rates may not be indicative of our future annual revenue renewal rates, and our annual revenue renewal rates may decline or fluctuate in the future as a result of a number of factors, including customer satisfaction with our products and services, our prices and the prices offered by competitors, reductions in customer spending levels and general economic conditions. Our revenues could also decline if a significant number of our customers renewed their arrangements with us, but reduced the amount of their spending.
In addition, because most of the revenues we report in each quarter are the result of subscription agreements entered into or renewed in previous quarters, a decline in subscriptions in any one quarter may not affect our results in that quarter, but could reduce revenues in future quarters. We may not be able to adjust our cost structure in response to sustained or significant downturns in revenues. Moreover, renewal dates for our subscription agreements are typically concentrated in the first quarter. Adverse events impacting us or our customers occurring in the first quarter may result in us failing to secure subscription agreement renewals, which would have a disproportionately adverse effect on our financial condition and results of operations in future periods.
Failure to protect the reputation of our brands could impact our ability to remain a trusted source of high-quality content, analytics services and workflow solutions.
The reputation of our brands is key to our ability to remain a trusted source of high-quality content, analytics services and workflow solutions and to attract and retain customers. Negative publicity regarding our company or actual, alleged or perceived issues regarding one of our products or services could harm our relationship with customers. Failure to protect the reputation of our brands may adversely impact our credibility as a trusted source of content and may have a negative impact on our business. In addition, in certain jurisdictions we engage sales agents in connection with the sale of certain of our products and services. It is difficult to monitor whether such agents’ representation of our products and services is accurate. Poor representation of our products and services by agents, or entities acting without our permission, could have an adverse effect on our reputation and our business.
Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of our products or services, unauthorized disclosure of data, which could adversely impact our business.
Our reputation and ability to attract, retain and serve our customers is dependent upon the reliable performance and security of our computer systems and those of third parties that we utilize in our operations. These systems may be subject to damage or interruption from natural disasters, terrorist attacks, power loss, telecommunications failures, and cybersecurity risks.
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Our computer systems and those of third parties we use in our operations are vulnerable to cybersecurity risks, including cyber-attacks, both from state-sponsored entities and individual activity, such as computer viruses, denial of service attacks, physical or electronic break-ins and similar disruptions. We have implemented certain systems and processes to thwart hackers and protect our data and systems, however, these systems and processes may not be effective and may have the unintentional effect of reducing the functionality of our operations. Any significant disruption to our operations or access to our systems could result in a loss of customers and adversely affect our business and results of operation.
Our ability to effectively use the Internet may also be impaired due to system or infrastructure failures, service outages at third-party Internet providers or increased government regulation, and such impairment may result in shortage of capacity and increased costs associated with such usage. These events may affect our ability to store, process and transmit data and services to our customers.
We utilize our own communications and computer hardware systems located either in our facilities or in that of a third-party web hosting provider. In addition, we utilize third-party “cloud” computing services in connection with our business operations. Problems faced by us or our third-party web hosting, “cloud” computing, or other network providers, including technological or business-related disruptions, as well as cybersecurity threats, could adversely impact our customers.
We rely upon a third party cloud computing service to support our operations, and any disruption of or interference with our use of such service or material change to our arrangement with this provider could adversely affect our business.
We currently host the vast majority of our computing on a distributed computing infrastructure platform for business operations, or what is commonly referred to as a “cloud” computing service, and have nearly completed the migration of our product and services platform from Thomson Reuters to a third party cloud computing service. As we complete the migration to such third party cloud computing service, we are continuing to maintain duplicative technology systems in order to continue to receive services under the Transition Services Agreement, which is scheduled to expire in September 2019.
We do not have control over the operations of the facilities of the third party cloud computing service that we use. These facilities are vulnerable to damage or interruption from natural disasters, cyber security attacks, terrorist attacks, power losses, telecommunications failures, or other unanticipated problems which could result in lengthy interruptions to our operations. In the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These facilities could also be subject to break-ins, computer viruses, sabotage, intentional acts of vandalism, and other misconduct. Our uninterrupted use of this third party cloud computing service is critical to our success. This, coupled with the fact that we cannot easily switch our cloud computing operations to another cloud provider, means that any disruption of or interference with our use of our current third party cloud computing service could disrupt our operations and our business would be adversely impacted.
Our third party cloud computing service provider provides us with their standard computing and storage capacity, service level agreements, and related support in exchange for timely payment by us under the terms of our agreement, which continues until terminated by either party. Such provider may terminate the agreement without cause by providing 90 days’ prior written notice, and may terminate the agreement with 30 days’ prior written notice for cause, including any material default or breach of the agreement by us that we do not cure within the 30-day period. If any of our arrangements with our third party cloud computing service provider are terminated, we could experience interruptions in our products and services, as well as delays and additional expenses in arranging new facilities and services.
Our third party cloud computing service provider does not have an obligation to renew its agreements with us on commercially reasonable terms, or at all. If we are unable to renew our agreements on commercially reasonable terms, our agreements are prematurely terminated, or we add additional infrastructure providers, we may experience costs or downtime in connection with the transfer to, or the addition of, new data center providers. If these providers increase the cost of their services, we may have to increase fees to our customers, and our operating results may be adversely impacted.
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We have implemented a new enterprise resource planning system, and challenges with the system may impact our business and operations.
We recently completed a complex, multi-year implementation of a new global enterprise resource planning system (“ERP”). The ERP, which required the implementation of over twenty integrated applications, is designed to accurately maintain our books and records and provide information to our management team important to the operation of the business. Our ERP will continue to require ongoing investment in the ordinary course. If the system as it currently stands or after necessary investments does not result in our ability to maintain accurate books and records, our financial condition, results of operations and cash flows could be negatively impacted. Additionally, conversion from our old Thomson Reuters system to the ERP may cause inefficiencies and excess costs until the ERP is stabilized and mature.
The implementation of our ERP mandated new procedures and many new key controls over financial reporting. These procedures and controls are not yet mature in their operation and not fully tested by either our internal or external auditors. If we are unable to adequately implement and maintain procedures and controls relating to our ERP, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired. See “— If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
We may be unable to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments or dispositions.
We seek to achieve our growth objectives by (i) optimizing our offerings to meet the needs of our customers through organic development, including by delivering integrated workflow platforms, cross-selling our products across our existing customer base, acquiring new customers and implementing operational efficiency initiatives, (ii) through acquisitions, joint ventures, investments and dispositions and (iii) through implementing our transformational strategy in connection with the Transactions. If we are unable to successfully execute on our strategies to achieve our growth objectives or drive operational efficiencies, or if we experience higher than expected operating costs that cannot be adjusted accordingly, our growth rates and profitability could be adversely affected.
Acquisitions have not historically been a significant part of our growth strategy; however, going forward, we expect to evaluate and, where appropriate, opportunistically undertake acquisitions. To the extent we seek to grow our business through acquisitions, we may not be able to successfully identify attractive acquisition opportunities or make acquisitions on terms that are satisfactory to our company from a commercial perspective. In addition, competition for acquisitions in the markets in which we operate during recent years has increased, and may increase costs of acquisitions or cause us to refrain from making certain acquisitions. We may also be subject to increasing regulatory scrutiny from competition and antitrust authorities in connection with acquisitions. Achieving the expected returns and synergies from existing and future acquisitions will depend in part upon our ability to integrate the products and services, technology, administrative functions and personnel of these businesses into our product lines in an efficient and effective manner. We cannot assure you that we will be able to do so, or that our acquired businesses will perform at anticipated levels or that we will be able to obtain these synergies. Management resources may also be diverted from operating our existing businesses to certain acquisition integration challenges. If we are unable to successfully integrate acquired businesses, our anticipated revenues and profits may be lower. Our profit margins may also be lower, or diluted, following the acquisition of companies whose profit margins are less than those of our existing businesses.
In addition, we may incur earn-out and contingent consideration payments in connection with future acquisitions, which could result in a higher than expected impact on our future earnings. We may also finance future transactions through debt financing, including significant draws on the Revolving Credit Facility or use of our incremental capacity under our Term Loan Facility, the issuance of our equity securities, the use of existing cash, cash equivalents or investments or a combination of the foregoing. Acquisitions financed with debt could require us to dedicate a substantial portion of our cash flows to principal and interest payments and could subject us to restrictive covenants. Future acquisitions financed
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with our own cash could deplete the cash and working capital available to fund our operations adequately. Difficulty borrowing funds, selling securities or generating sufficient cash from operations to finance our activities may have a material adverse effect on our results of operations.
We may also decide from time to time to dispose of assets or product lines that are no longer aligned with strategic objectives and we deem to be non-core. For example, in 2018, we completed the divestiture of our IP Management business. Once a decision to divest has been made, there can be no assurance that a transaction will occur, or if a transaction does occur, there can be no assurance as to the potential value created by the transaction. The process of exploring strategic alternatives or selling a business could negatively impact customer decision-making and cause uncertainty and negatively impact our ability to attract, retain and motivate key employees. In addition, we expend costs and management resources to complete divestitures. Any failures or delays in completing divestitures could have an adverse effect on our financial results and on our ability to execute our strategy.
We may face liability for content contained in our products and services.
We may be subject to claims for breach of contract, defamation, libel, copyright or trademark infringement, fraud or negligence, violation of laws or regulations or other theories of liability, in each case relating to the data, articles, commentary, information or other content we collect and distribute in the provision of our products and services. If such data or other content or information that we distribute has errors, is delayed or has design defects, we could be subject to liability or our reputation could suffer. We could also be subject to claims based upon the content that is accessible from our corporate website or those websites that we own and operate through links to other websites. Further, we could be subject to claims that we have misused data inputs provided by third-party suppliers. Any such claim, even if the outcome were to be ultimately favorable to us, could involve a significant commitment of our management, personnel, financial and other resources and could have a negative impact on our reputation. In addition, such claims and lawsuits, or any resulting reputational harm, could have a material adverse effect on our financial condition or results of operations.
Exchange rate fluctuations and volatility in global currency markets may have a significant impact on our results of operations.
As a company with global operations, we face exposure to adverse movements in foreign currency exchange rates. Exchange rate movements in our currency exposures may cause fluctuations in our financial statements. Due to our global presence, a portion of our revenues, operating expense and assets and liabilities are non-U.S. dollar denominated and therefore subject to foreign currency fluctuation. We face exposure to currency exchange rates as a result of the growth in our non-U.S. dollar denominated operating expense across Europe, Asia and Latin America. For example, an increase in the value of non-U.S. dollar currencies against the U.S. dollar could increase costs for delivery of products, services and also increase cost of local operating expenses and procurement of materials or services that we purchase in foreign currencies by increasing labor and other costs that are denominated in such local currencies. In addition, an increase in the value of the U.S. dollar could increase the real cost to our customers of our products in those markets outside the United States where we price our products and services in U.S. dollars. As a result of the foregoing, our results of operations may be materially adversely affected. These risks related to exchange rate fluctuations and currency volatility may increase in future periods as our operations outside of the United States continue to expand.
We may in the future hedge against currency exposure associated with anticipated foreign currency cash flows or assets and liabilities denominated in foreign currency. Such attempts to offset the impact of currency fluctuations are costly, and there can be no assurance that currency hedging activities would be successful. Losses associated with these hedging instruments may negatively affect our results of operations, and any such currency hedging activities themselves would be subject to risk, including risks related to counterparty performance.
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The international scope of our operations and our corporate and financing structure may expose us to potentially adverse tax consequences.
We are subject to taxation in, and to the tax laws and regulations of, multiple jurisdictions as a result of the international scope of our operations and our corporate and financing structure. We are also subject to intercompany pricing laws, including those relating to the flow of funds between our companies pursuant to, for example, purchase agreements, licensing agreements or other arrangements. Adverse developments in these laws or regulations, or any change in position regarding the application, administration or interpretation of these laws or regulations in any applicable jurisdiction, could have a material adverse effect on our business, financial condition and results of operations. Furthermore, changes in the tax laws or tax treaties (or their interpretation, for example, see below in relation to the “MLI”) of the countries in which we operate may severely and adversely affect our ability to efficiently realize income or capital gains or mitigate withholding taxes and may subject us to tax and return filing obligations in such countries. Such changes may increase our tax burden and/or may cause us to incur additional costs and expenses in compliance with such changes. In addition, the tax authorities in any applicable jurisdiction may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions, including the tax treatment or characterization of our indebtedness. If any applicable tax authorities were to successfully challenge the tax treatment or characterization of any of our transactions, it could result in the disallowance of deductions, the imposition of withholding taxes, the reallocation of income or other consequences that could have a material adverse effect on our business, financial condition and results of operations.
In addition, the U.S. Congress, the U.K. Government, the Organization for Economic Co-operation and Development (the “OECD”), and other government agencies in jurisdictions where we and our affiliates do business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of  “base erosion and profit shifting” where payments are made between affiliates in different jurisdictions, sometimes for tax optimization reasons. The OECD’s base erosion and profit shifting (“BEPS”) initiative is aimed at addressing some of these issues which includes introducing provisions limiting the deductibility of interest for tax purposes by reference to the percentage of relevant EBITDA of the paying entity or the relevant group and disallowing deductibility arising out of so-called “hybrid mismatches.”
The BEPS initiative also proposes to transpose certain measures into existing tax treaties of participating states. Such measures include the inclusion in tax treaties of one, or both, of a “limitation-on-benefit” (“LOB”) rule and a “principle purposes test” (“PPT”) rule. The application of the LOB rule or the PPT rule could deny the availability of tax treaty benefits (such as a reduced rate of withholding tax) under tax treaties on which we currently rely. Such changes are to be implemented by the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “MLI”) which currently has been signed by over 75 jurisdictions.
Also, within the European Union (the “EU”), the European Council Directive 2016/1164 (Anti-Tax Avoidance Directive (“ATAD”)) required EU member states to transpose certain measures into national legislation by December 31, 2018, including provisions similar to those outlined above. ATAD has been supplemented by European Council Directive 2017/952 (“ATAD II”). EU member states are required to transpose ATAD II into national legislation by December 31, 2019.
Another example of the extended focus on issues related to the taxation of multinational corporations are the proposals by the European Commission, the United Kingdom and other jurisdictions to introduce a digital services tax, which at the date hereof are generally still either under consultation or have not yet been formally implemented. The scope of any future changes in this area are likely to be wide-ranging and may result in companies (including the Company and its subsidiaries) being subject to tax in jurisdictions in which they may not otherwise have a taxable presence on revenues generated by reference to certain digital services, including the supply of advertising space, the supply of online marketplaces and the transmission of collected user data. The full impact of these initiatives, directives and tax rules remains unclear but the outcome may increase our tax burden (and in addition, may also necessitate additional expenditure on compliance and result in other costs and expenses being incurred) which, as a result, could adversely affect our business, financial condition and results of operations.
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U.S. tax legislation enacted in 2017 has significantly changed U.S. federal income tax rules and may materially adversely affect our financial condition, results of operations and cash flows.
U.S. tax legislation enacted in 2017 has significantly changed U.S. federal income tax rules with respect to business entities and other taxpayers, including by reducing the U.S. corporate income tax rate, limiting certain interest deductions, permitting immediate expensing of certain capital expenditures, adopting elements of a territorial tax system, revising the rules governing net operating losses and introducing new anti-base erosion provisions, in each case, for U.S. federal income tax purposes. Some of these changes were made effective immediately, without any transition periods or grandfathering for existing transactions. The legislation could be subject to future potential amendments and technical corrections, as well as further interpretations and implementing regulations by the Treasury Department and Internal Revenue Service, any of which could lessen or increase certain adverse impacts of the legislation. In addition, it is unclear how these U.S. federal income tax changes may affect state and local taxation.
The impact that these changes could have on us remains unclear in many respects, but these changes, as well as any further changes in the law or any implementing regulations or other authorities, could have an adverse impact on our operating results, financial condition and business operations. Investors are urged to consult their tax advisors regarding the effect of such changes on an investment in us.
Our international operations require us to comply with various trade restrictions, such as sanctions and export controls.
We are subject to various trade restrictions, including trade and economic sanctions and export controls (collectively, “Trade Controls”), imposed by governments around the world with jurisdiction over our operations. Such Trade Controls prohibit or restrict transactions involving certain persons and certain designated countries or territories, including Cuba, Iran, Syria, North Korea and the Crimea Region of Ukraine. Our failure to successfully comply with applicable Trade Controls may expose us to legal, business or reputational harm, possibly including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts and other measures. Investigations of alleged violations can be expensive and disruptive.
As part of our business, we engage in limited sales and transactions involving certain countries that are targets of Trade Controls. We believe that such sales and transactions are authorized by applicable regulatory exemptions. Under the informational materials exemption to the U.S. economic sanction programs, we are permitted to make certain sales to Iran, Cuba and Syria.
We endeavor to conduct our activities in compliance with applicable Trade Controls and maintain policies and procedures reasonably designed to promote compliance. However, we cannot guarantee that our policies and procedures will be effective in preventing violations, which could adversely affect our business, reputation, financial condition and results of operations. Further, we cannot predict the nature, scope or effect of future regulatory requirements, including changes that may affect existing regulatory exceptions, and we cannot predict the manner in which existing laws and regulations might be administered or interpreted.
Our failure to comply with the anti-corruption laws of the United States and various international jurisdictions could negatively impact our reputation and results of operations.
Doing business on a worldwide basis requires us to comply with anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, which may include the U.S. Foreign Corrupt Practices Act (“FCPA”) and the U.K. Bribery Act 2010 (“UK Bribery Act”), as well as the laws of the countries where we do business. These laws and regulations may restrict our operations, trade practices, investment decisions and partnering activities. The FCPA and the UK Bribery Act prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to “foreign officials” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The UK Bribery Act also prohibits non-governmental “commercial” bribery and accepting bribes. As part of our business, we deal with governments and state-owned business enterprises, the employees and representatives of which may be considered “foreign officials” for purposes of the FCPA
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and the UK Bribery Act. We also are subject to the jurisdiction of various governments and regulatory agencies around the world, which may bring our personnel and representatives into contact with “foreign officials” responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations.
In addition, some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption. Our international operations expose us to the risk of violating, or being accused of violating, anti-corruption laws and regulations. Our failure to successfully comply with these laws and regulations may expose us to reputational harm, as well as significant sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive. We maintain policies and procedures designed to comply with applicable anti-corruption laws and regulations. However, there can be no guarantee that our policies and procedures will effectively prevent violations by our employees or business partners acting on our behalf, including agents, for which we may be held responsible, and any such violation could adversely affect our reputation, business, financial condition and results of operations.
The results of the United Kingdom’s referendum on withdrawal from the EU may have a negative effect on global economic conditions, financial markets and our business.
We have material business operations in Europe, and our headquarters is in the United Kingdom. The United Kingdom is due to leave the EU on March 29, 2019. Negotiations between the United Kingdom and the EU remain ongoing and are complex, and there can be no assurance regarding the terms (if any) or timing of any resulting agreement. The withdrawal process has created significant uncertainty about the future relationship between the United Kingdom and the EU, and that this may have political consequences not only in the United Kingdom but in other member states.
Although we generated only approximately 4% of our revenues in the United Kingdom for the year ended December 31, 2018, these developments and the potential consequences of them, have had and may continue to have a material adverse effect upon global economic conditions and the stability of global financial markets, and could significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Asset valuations, currency exchange rates and credit ratings have been and may continue to be subject to increased market volatility. Lack of clarity about future UK laws and regulations, including financial laws and regulations, tax and free trade agreements, immigration and employment laws, could increase costs, depress economic activity, impair our ability to attract and retain qualified personnel, and have other adverse consequences. Any of these factors may have a material adverse effect on our business, results of operations, financial condition and prospects.
Fraudulent or unpermitted data access or other cyber-security or privacy breaches may cause some of our customers to lose confidence in our security measures and could result in increased costs for our company.
We collect, store and use public records, IP and sensitive data. In addition, our internal systems contain confidential information, our proprietary business information and personally identifiable information of our employees and customers. A number of our customers and suppliers also entrust us with storing and securing their own confidential data and information. Similar to other global multinational companies that provide services online, we experience cyber-threats, cyber-attacks and other attempts to breach the security of our systems, which can include unauthorized attempts to access, disable, improperly modify or degrade our information, systems and networks, the introduction of computer viruses and other malicious codes and fraudulent “phishing” e-mails that seek to misappropriate data and information or install malware onto users’ computers. Cyber-threats in particular vary in technique and sources, are persistent, frequently change and increasingly are more sophisticated, targeted and difficult to detect and prevent. In particular, our MarkMonitor brand of products, which are used to detect and protect against domain name infringements, have been, and will continue to be, the target of cyber-attacks due to the nature of the offering they provide.
Under the Transition Services Agreement, we relied on dedicated Thomson Reuters personnel who were responsible for maintaining appropriate levels of cyber-security for products and services hosted in Thomson Reuters data centers. In order to comply with Thomson Reuters’ system access requirements and
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procedures, only Thomson Reuters’ information security personnel could provide support for products and services hosted in Thomson Reuters data centers. We have gradually transitioned away from this arrangement and hired our own information security personnel. These information security personnel are still relatively new to the Company and may not be able to provide the same level of support that Thomson Reuters personnel previously provided. We also utilize third-party technology, products and services to help identify, protect and remediate our information technology systems and infrastructure against security breaches and cyber-incidents. However, our measures may not be adequate or effective to prevent, identify or mitigate attacks or breaches caused by employee error, malfeasance or other disruptions. In addition, we rely on a system of internal processes and software controls, along with policies, procedures and training to protect the confidentiality of customer data. If we fail to maintain the adequacy of our internal controls, if an employee, consultant or third-party provider purposely circumvents or violates our internal controls, policies or procedures or if we fail to adequately address the requirements of our customers’ internal controls, policies or procedures, as a result of contractual requirements or otherwise, then unauthorized access to, or disclosure or misappropriation of, customer data could occur.
We are also dependent on security measures that some of our third-party suppliers are taking to protect their own systems and infrastructure. For example, our outsourcing of certain functions requires us to sometimes grant network access to third-party suppliers. If our third-party suppliers do not maintain adequate security measures or do not perform as anticipated and in accordance with contractual requirements, we may experience security breaches, operational difficulties and/or increased costs.
Any fraudulent, malicious or accidental breach of data security could result in unintentional disclosure of, or unauthorized access to, customer, vendor, employee or other confidential or sensitive data or information, which could potentially result in additional costs to our company to enhance security or to respond to occurrences, lost sales, violations of privacy or other laws, notifications to individuals, penalties or litigation. While we maintain what we believe is sufficient insurance coverage that may (subject to certain policy terms and conditions including self-insured deductibles) cover certain aspects of security and cyber-risks and business interruption, our insurance coverage may not cover all costs or losses. Additionally, any fraudulent, malicious or accidental breach of data security could result in our disclosing valuable trade secrets, know-how or other confidential information. Media or other reports of perceived security vulnerabilities to our systems or those of our third-party suppliers, even if no breach has been attempted or occurred, could also adversely impact our brand and reputation and cause customers to lose confidence in our security measures and reliability, which would harm our ability to retain customers and gain new ones, and materially impact our business and results of operations.
Our international operations subject us to increased risks.
We have international operations and, accordingly, our business is subject to risks resulting from differing legal and regulatory requirements, political, social and economic conditions and unforeseeable developments in a variety of jurisdictions. We have expanded our presence in a number of major regions, including certain emerging markets such as India and China, and we plan to continue such expansion. Our international operations are subject to the following risks, among others:

political instability;

international hostilities, military actions, terrorist or cyber-terrorist activities, natural disasters, pandemics, and infrastructure disruptions;

differing economic cycles and adverse economic conditions;

unexpected changes in regulatory environments and government interference in the economy;

changes to economic sanctions laws and regulations, including regulatory exemptions that currently authorize certain of our limited dealings involving sanctioned countries;

varying tax regimes, including with respect to the imposition of withholding taxes on remittances and other payments by our partnerships or subsidiaries;

differing labor regulations, particularly in India where we have a significant number of employees;

foreign exchange controls and restrictions on repatriation of funds;
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fluctuations in currency exchange rates;

inability to collect payments or seek recourse under or comply with ambiguous or vague commercial or other laws;

insufficient protection against product piracy and differing protections for IP rights;

varying attitudes towards censorship and the treatment of information service providers by foreign governments, in particular in emerging markets;

difficulties in attracting and retaining qualified management and employees, or rationalizing our workforce;

differing business practices, which may require us to enter into agreements that include non-standard terms; and

difficulties in penetrating new markets due to entrenched competitors, lack of recognition of our brands or lack of local acceptance of our products and services.
Our overall success as a global business depends, in part, on our ability to anticipate and effectively manage these risks, and there can be no assurance that we will be able to do so without incurring unexpected costs. If we are not able to manage the risks related to our international operations, our business, financial condition and results of operations may be materially affected.
The U.S. government has recently proposed, among other actions, imposing new or higher tariffs on specified products imported from China to penalize China for what it characterizes as unfair trade practices and China has responded by proposing new or higher tariffs on specified products imported from the United States. The proposed tariffs may cause the depreciation of the renminbi (“RMB”) currency and a contraction of certain Chinese industries, which may in turn have a negative impact on our customers in China. As a result, we may have access to fewer business opportunities and our operations in that region may be negatively impacted. In addition, future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our business.
If governments or their agencies reduce their demand for our products or services or discontinue or curtail their funding, our business may suffer. Moreover, if we fail to comply with government contracting regulations, we could suffer a loss of revenues or incur price adjustments or other penalties.
The principal customers for certain of the products and services offered by our Web of Science product line are universities and government agencies, which fund purchases of these products and services from limited budgets that are sensitive to changes in private and governmental sources of funding. Recession, economic uncertainty or austerity have contributed, and may in the future contribute, to reductions in spending by such sources. Accordingly, any further decreases in budgets of universities or government agencies, which have remained under pressure, or changes in the spending patterns of private or governmental sources that fund academic institutions, are likely to adversely affect our results of operations.
In addition, we are subject to government procurement and contracting regulations, including the Federal Acquisition Regulation (the “FAR”). The FAR governs U.S. government contract pricing, including the establishment of fixed prices and labor categories/fixed hourly rates for the performance of certain of our U.S. government contracts. Under the FAR, certain contract pricing may be subject to change. Additionally, under the FAR, the U.S. government is entitled, after final payment on certain negotiated contracts, to examine our cost records with respect to such contracts and to seek a downward adjustment to the price of the contract if it determines that we failed to furnish complete, accurate and current cost or pricing data in connection with the negotiation of the price of the contract.
In connection with our U.S. government contracts, we are also subject to government inquiries, audits and review of our performance under contracts, our related cost structure and compliance with applicable laws, regulations and standards. The U.S. government contracting entity may also review the adequacy of and our compliance with our internal policies, procedures and internal controls. The U.S. government contracting party may modify, curtail or terminate its contracts and subcontracts with us, without prior notice and either at its convenience or for default based on performance. In addition, funding pursuant to
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our U.S. government contracts may be reduced or withheld as part of the U.S. Congressional appropriations process due to fiscal constraints, changing U.S. priorities or due to other reasons. Further, as a U.S. government contractor, we are subject to U.S. government inquiries, investigations, legal actions and liabilities that would not apply to a non-U.S. government contractor. In certain circumstances, if we do not comply with the terms of a contract or with regulations or statutes, our U.S. government contracts could be terminated, we could be subject to downward contract price adjustments or refund obligations, we could be assessed civil or criminal penalties (including under the False Claims Act) or we could be debarred or suspended from obtaining future contracts with the U.S. government for a specified period of time. Any such termination, adjustment, sanction, debarment or suspension could have an adverse effect on our business. We also could suffer reputational harm if allegations of impropriety were made against us, even if such allegations are later determined to be false.
We may be adversely affected by changes in legislation and regulation, which may impact how we provide products and services and how we collect and use information, in particular laws relating to the use of personal data.
Legislative and regulatory changes that impact us and our customers’ industries may impact how we provide products and services to our customers. Laws relating to e-commerce, electronic and mobile communications, privacy, data security, data protection, anti-money laundering, direct marketing and digital advertising and the use of public records have become more prevalent and developed in recent years. It is difficult to predict in what form laws and regulations will be adopted or how they will be construed by the relevant regulators or courts, or the extent to which any changes might adversely affect us. Delays in adapting our products and services to legislative and regulatory changes could harm our reputation. Also, we may be slower to respond to changes in legislation or regulation than some of our competitors or we may become subject to new legislation or regulation with regard to the products and services we offer which could cause us to be prohibited from providing certain services or make provision of affected services more expensive. We may be required to expend significant capital and other resources to ensure ongoing compliance with these laws and regulations. Claims that we have breached applicable laws or violated individuals’ privacy rights or breached our data protection obligations, even if we are not found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm our business.
For example, the new EU-wide General Data Protection Regulation (“GDPR”) became applicable on May 25, 2018, replacing the data protection laws of each EU member state. The GDPR implemented more stringent operational requirements for processors and controllers of personal data, including, for example, expanded disclosures about what and how personal information is to be used, limitations on retention of information, increased requirements to erase an individual’s information upon request, mandatory data breach notification requirements and higher standards for data controllers to demonstrate that they have obtained valid consent for certain data processing activities. It also significantly increased penalties for non-compliance, including where we act as a data processor.
In recent years, U.S. and European lawmakers and regulators have expressed concern over electronic marketing and the use of third-party cookies, web beacons and similar technology for online behavioral advertising. In the EU, marketing is defined broadly to include any promotional material and the rules specifically on e-marketing are currently set out in the ePrivacy Directive which will be replaced by a new ePrivacy Regulation. While the ePrivacy Regulation was originally intended to be adopted on May 25, 2018 (alongside the GDPR), it is still progressing through the European legislative process and commentators now expect it to be adopted during the second half of 2019 or the first half of 2020.
The ePrivacy Regulation will be directly implemented into the laws of each of the EU Member States, without the need for further enactment. When implemented, the ePrivacy Regulation is expected to alter rules on third-party cookies, web beacons and similar technology for online behavioral advertising and to impose stricter requirements on companies using these tools. Regulation of cookies and web beacons may lead to broader restrictions on our online activities, including efforts to understand followers’ Internet usage and promote ourselves to them, and it may also impose stricter requirement on business to business marketing by email, requiring consent for marketing to prospects throughout Europe. The current draft of the ePrivacy Regulation significantly increases fining powers to the same levels as the GDPR.
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In the ordinary course of business, we collect, store, use and transmit certain types of information that are subject to different laws and regulations. In particular, data security and data protection laws and regulations that we are subject to often vary by jurisdiction and include, without limitation, various U.S. state regulations and law within EU member states that derogate from the requirements of the GDPR mainly in regard to specific processing situations (including special category data and processing for scientific or statistical purposes). As the EU member states reframe their national legislation to harmonize with the GDPR, we will need to monitor compliance with all relevant EU member states’ laws and regulations, including where derogations from the GDPR are introduced.
Although we have executed intra-company “Standard Contractual Clauses” in compliance with the GDPR, which allow for the transfer of personal data from the EU to other jurisdictions (including the United States), data security and data protection laws and regulations are continuously evolving. There are currently a number of legal challenges to the validity of EU mechanisms for adequate data transfers (such as the Privacy Shield Framework and the Standard Contractual Clauses), and our work could be impacted by changes in law as a result of a future review of these transfer mechanisms by European regulators under the GDPR, as well as current challenges to these mechanisms in the European courts. Brexit may also mean that we are required to take additional steps to ensure that data flows from EU members states to the United Kingdom are not disrupted and remain permissible after the exit date.
Although we have implemented policies and procedures that are designed to ensure compliance with applicable laws, rules and regulations, if our privacy or data security measures fail to comply with applicable current or future laws and regulations, we may be subject to fines, litigation, regulatory investigations, enforcement notices requiring us to change the way we use personal data or our marketing practices or other liabilities such as compensation claims by individuals affected by a personal data breach, as well as negative publicity and a potential loss of business. Fines are significant in some countries (e.g., the GDPR introduced fines of up to €20,000,000 or up to 4% of the total worldwide annual turnover of the preceding financial year (whichever is higher)).
As a result of publicity surrounding GDPR in particular, some customers and prospective customers have asked us to demonstrate our compliance with GDPR as a condition of purchasing our services. We have been negatively affected by GDPR by loss of marketing contacts and loss of WHOIS data as a source for Brand Protection services.
Existing and proposed legislation and regulations, including changes in the manner in which such legislation and regulations are interpreted by courts, regulators and/or guidance may:

impose limits on our collection and use of certain kinds of information and our ability to communicate such information effectively to our customers; and

increase our cost of doing business or require us to change some of our existing business practices.
Actions by governments that restrict access to our platform in their countries could substantially harm our business and financial results.
Governments of one or more countries in which we operate from time to time seek to censor the Internet, restrict access to selected foreign websites from their country, or otherwise impose restrictions if they consider such information or the provision thereof is in violation of their laws or regulations.
Governmental authorities in other countries may seek to restrict user access to our products if they consider us to be in violation of their laws or for other reasons. In the event that the information and analytics provided on our platform is subject to censorship, or any governmental authorities restrict access to our products, or our competitors are able to successfully penetrate new geographic markets or capture a greater share of existing geographic markets that we cannot access or where we face restrictions, our ability to maintain or expand our geographical markets may be adversely affected, and our business operations and financial results could be adversely affected.
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Our IP rights may not be adequately protected, which may adversely affect our financial results.
We believe that our product development, brand recognition and reputation, and the technological and innovative skills of our personnel are essential to establishing and maintaining our leadership position. We rely on a combination of patent, copyright, trademark, trade secret protection, confidentiality procedures, technical measures and contractual agreements with our customers and employees to establish and protect our IP rights in our products and services. If we fail to protect our IP rights, our competitive position could suffer, which could adversely affect our business, financial condition and results of operations.
Piracy and unauthorized use of proprietary rights is a prevalent problem in general. We may be forced to initiate litigation to protect our IP rights. Litigating claims related to the enforcement of IP rights is very expensive and can be burdensome in terms of management time and resources, which could adversely affect our business and results of operations. The risk of not adequately protecting our IP rights and our exposure to competitive pressures may be increased if a competitor should resort to unlawful means in competing against us or design around our IP rights.
In addition, our legal rights and contractual agreements may provide only limited protection. Some of the content and data we use in our products and services is not proprietary to us, and can be obtained for free from public sources. Accordingly, competitors can obtain such content and data and incorporate them into competing products and services. Our customers may bypass certain of our products and services and obtain the content and data themselves. Databases in general enjoy very limited protection under IP laws. In the absence of more robust protection under IP laws, we rely on technical measures and contractual provisions to protect our databases. However, third parties may be able to copy, infringe or otherwise profit from our databases without authorization and the Internet may facilitate these activities. Moreover, it is technically possible for customers of certain of our services to make unauthorized copies of the content and data and distribute them beyond our control.
We also conduct business in some countries where the extent of effective legal protection for IP rights is uncertain. Even if we have IP rights, there is no guarantee that such rights will provide adequate protection of our databases, software or other items we consider proprietary. If we are not able to protect our IP rights, our business, financial condition and results of operations results may be adversely affected.
Some of our competitors may also be able to develop new products or services that are similar to ours without infringing our intellectual property rights, which could adversely affect our financial condition and results of operations.
We may face IP infringement claims that could be costly to defend and result in our loss of significant rights.
From time to time, we may receive notices from third parties claiming infringement by our products and services of third-party patent and other IP rights. As the number of products and services in our markets increases and the functionality of these products and services further overlaps with third-party products and services, we may become increasingly subject to claims by a third party that our products and services infringe such party’s IP rights. In addition, there is a growing occurrence of patent suits being brought by non-practicing organizations that use patents to generate revenues without manufacturing, promoting or marketing products or investing in R&D in bringing products to markets. These organizations continue to be active and target whole industries as defendants. We may not prevail in any such suit given the complex technical issues and inherent uncertainties in IP litigation. If an infringement suit against us is successful, we may be required to compensate the third party bringing the suit either by paying a lump sum or ongoing license fees to be able to continue selling a particular product or service. This type of compensation could be significant. We might also be prevented or enjoined by a court from continuing to provide the affected product or service and may be forced to significantly increase our development efforts and resources to redesign such product or service. We may also be required to defend or indemnify any customers, partners or agents who have been sued for allegedly infringing a third party’s patent in connection with using one of our products or services. Responding to IP claims, regardless of the validity, can be time-consuming for our personnel and management, result in costly litigation, cause product shipment delays, cause unavailability of our products or services delivered electronically and harm our reputation, any of which could adversely affect our results of operations.
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If we do not continue to attract, motivate and retain members of our senior management team and qualified employees, we may not be able to support our operations.
The completion and execution of our strategies depend on the continued service and performance of our senior management team. If we lose key members of our senior management team, we may not be able to effectively manage our current and future operations.
In addition, our business depends on our ability to continue to attract, motivate and retain a large number of skilled employees across all of our product lines. There is a limited pool of employees who have the requisite skills, training and education. We compete with many businesses and organizations that are seeking skilled individuals, particularly those with experience in technology and the sciences and those with PhDs in technical fields, who are particularly critical to our curation process. Attracting and retaining highly skilled employees will be costly as we offer competitive compensation packages to prospective and current employees.
Competition for professionals across our business can be intense, as other companies seek to enhance their positions in the markets we serve. In addition, competition for experienced talent in our faster growing geographic areas outside of the United States and Europe continues to intensify, requiring us to increase our focus on attracting and developing highly skilled employees in our most strategically important locations in those areas of the world.
Future organizational changes, including the implementation of our cost savings initiatives, could also cause our employee attrition rate to increase, particularly in India where we have historically experienced higher turnover. If we are unable to continue to identify or be successful in attracting, motivating and retaining appropriately qualified personnel, our business, financial condition and results of operations would be adversely affected.
We operate in a litigious environment which may adversely affect our financial results.
We may become involved in legal actions and claims arising in the ordinary course of business, including litigation regarding employment matters, breach of contract and other commercial matters. Due to the inherent uncertainty in the litigation process, the resolution of any particular legal proceeding could result in changes to our products and business practices and could have a material adverse effect on our financial position and results of operations.
We are nearing completion on our separation from Thomson Reuters and may experience unanticipated post-separation issues which could have a material adverse effect on our results of operations.
In October 2019, upon the three-year anniversary of the 2016 Transaction, we will fully exit the Transition Services Agreement. Since the closing of the 2016 Transaction, we have developed and implemented the systems and infrastructure necessary to support our current and future business. While the vast majority of services under the Transition Services Agreement are complete, we continue to receive certain facilities, financial, and technology transition services from Thomson Reuters. There are inherent risks associated with the transition services which we are unable to fully anticipate including the potential for a disruption of our operations and substantial unplanned costs, which could have a material adverse effect on our business, financial condition or results of operations.
We cannot assure you that the estimated costs to operate as a standalone company reflected in Standalone Adjusted EBITDA will prove to be accurate. See “— We may not achieve all of the expected benefits from the items reflected in the adjustments included in Standalone Adjusted EBITDA.” Any failure to transition successfully within the term of the Transition Services Agreement, or to otherwise transition successfully as an independent company, may cause us to incur substantial expense in addition to the incurred and anticipated remaining costs associated with the Transition, and would have a material adverse effect on our business, results of operations and reputation.
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We have identified a material weakness in our internal controls as of December 31, 2018, and if we fail to implement and maintain an effective system of internal controls to remediate our material weakness over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.
During 2017, we identified that certain balance sheet account reconciliations were not being performed completely and timely due to the level of the personnel performing the reconciliations. In addition, completion and quality of the reconciliations were not being monitored consistently in a timely manner. As a result, we concluded that a material weakness in our internal control over financial reporting existed related to the preparation of balance sheet account reconciliations and the monitoring of the completion and quality of those reconciliations. Since detection of the material weakness in 2017, we have begun to implement remedial actions which include: (i) organizational changes with respect to our accounting personnel who perform reconciliations, (ii) the implementation of our new ERP systems, including an account reconciliation software, (iii) issuance of an accounting policy on account reconciliations, (iv) training for accounting personnel performing reconciliations, (v) review of balance sheet account reconciliations and (vi) monitoring of completion and quality of these reconciliations. While these improvements were implemented during 2018, management determined that the controls related to the preparation of the balance sheet account reconciliations and monitoring of the completion and quality of those reconciliations did not operate for a sufficient period of time during 2018 to conclude on operating effectiveness. As a result, management concluded that the material weakness continued to exist as of December 31, 2018. A material weakness is a deficiency, or combination of deficiencies, in internal controls such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We identified immaterial errors in our financial results and balances during 2017 and 2018 as a result of this material weakness. This control deficiency could result in a misstatement of the aforementioned account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
If we fail to establish and maintain adequate internal controls, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could limit our access to capital markets, adversely affect our results of operations and lead to a decline in the trading price of the ordinary shares. Additionally, ineffective internal controls could expose us to an increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list or to other regulatory investigations and civil or criminal sanctions.
We may need to recognize impairment charges related to goodwill, identified intangible assets and fixed assets.
We have substantial balances of goodwill and identified intangible assets. We are required to test goodwill and any other intangible assets with an indefinite life for possible impairment on an annual basis, or more frequently when circumstances indicate that impairment may have occurred. We are also required to evaluate amortizable intangible assets and fixed assets for impairment if there are indicators of a possible impairment.
Based on the results of the annual impairment test as of October 1, 2018, the fair values of our reporting units exceeded the individual reporting unit’s carrying value, and goodwill was not impaired. Although no reporting units failed the assessments noted above, the fair value of the Derwent Product Line approximated its carrying value. The current goodwill impairment analysis incorporates our expectations for moderate sales growth and the overall outlook for the Derwent Product Line offerings was consistent with our long-term projections. We believe that the reason for the low clearance of the annual impairment test is linked to our transition to a standalone company and the subsequent reassessment of the product lines during 2018. Upon the reassessment we determined that the Derwent Product Line contained a disproportionately higher intangible asset balance, which led to a higher carrying amount relative to the other reporting units. Based on the results of the 2018 annual impairment analysis performed, we have determined that the Derwent Product Line is at risk of a future goodwill impairment if there are declines in our future cash flow projections or if we are unsuccessful in implementing our revenues growth plans. Additionally, the fair value may be adversely affected by other market factors such as an increase in the
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discount rate used in the income approach or a decrease in market multiples used in the market approach, or an increase in the carrying value of the reporting unit. The total goodwill associated with this product line was approximately $130.4 million as of December 31, 2018. Based on the latest annual impairment test, the estimated fair value of the Derwent Product Line is approximately 2% above its carrying value.
There is significant judgment required in the analysis of a potential impairment of goodwill, identified intangible assets and fixed assets. If, as a result of a general economic slowdown, deterioration in one or more of the markets in which we operate or impairment in our financial performance and/or future outlook, the estimated fair value of our long-lived assets decreases, we may determine that one or more of our long-lived assets is impaired. An impairment charge would be recorded if the estimated fair value of the assets is lower than the carrying value and any such impairment charge could have a material adverse effect on our results of operations and financial position.
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the rules and regulations of the applicable listing standards of the NYSE. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In particular, Section 404 of the Sarbanes-Oxley Act (“Section 404”) will require us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm potentially to attest to, the effectiveness of our internal control over financial reporting. As an emerging growth company, we expect to avail ourselves of the exemption from the requirement that our independent registered public accounting firm attest to the effectiveness of our internal control over financial reporting under Section 404. However, we may no longer avail ourselves of this exemption when we cease to be an emerging growth company. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 20-F. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business, results of operations and financial condition and could cause a decline in the trading price of our ordinary shares.
We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to develop, maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related and audit-related costs and significant management oversight.
Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our consolidated financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of
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our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of Clarivate shares. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NYSE.
For some of our products and services sold to certain customer types, such as government customers who require us to follow official procurement rules, we typically face a long selling cycle to secure new contracts that requires significant resource commitments, resulting in a long lead time before we receive revenues.
For some of our products and services sold to certain customer types such as government customers who require us to follow official procurement rules, we typically face a long selling cycle to secure each new contract. We may incur significant business development expenses during the selling cycle and we may not succeed in winning a new customer’s business, in which case we receive no revenues and may receive no reimbursement for such expenses. Current selling cycle periods could lengthen, causing us to incur even higher business development expenses with no guarantee of winning a new customer’s business. Even if we succeed in developing a relationship with a potential new customer, we may not be successful in obtaining contractual commitments after the selling cycle or in maintaining contractual commitments after the implementation cycle, which may have a material adverse effect on our business, results of operations and financial condition.
Thomson Reuters’ historical and future actions, or failure to comply with its indemnification obligations, may materially affect our business and operating results.
Although we are an independent company as a result of the 2016 Transaction, Thomson Reuters’ historical and future actions may still have a material impact on our business and operating results. In connection with the 2016 Transaction, we entered into certain agreements with Thomson Reuters, including the Transition Services Agreement and the Carve-out Acquisition Agreement. Thomson Reuters’ failure to comply with any portion of the Transition Services Agreement, including the indemnities therein, for any reason could inhibit us from operating or expanding our business in the future and/or result in significant additional costs to us. In addition, Thomson Reuters has, subject to certain exceptions, limitations and exclusions, agreed to indemnify us under the Carve-out Acquisition Agreement for certain liabilities. We could incur material additional costs if Thomson Reuters fails to meet its obligations or if we otherwise are unable to recover the amount of such liabilities.
The Company will be required to make payments to the parties to the Tax Receivable Agreement in respect of certain tax benefits, and these amounts are expected to be material.
Prior to the business combination, the Company will enter into a tax receivable agreement (the “Tax Receivable Agreement”) with the Company Owners (such persons, along with their assigns, the “TRA Parties”). The Tax Receivable Agreement will generally provide for the payment by the Company to the TRA Parties of 85% of the amount of cash savings, if any, realized (or in some circumstances are deemed to be realized) as a result of the utilization of certain tax attributes (the “Covered Tax Assets”), together with interest accrued from the date an applicable tax return reflecting such savings is due (without extension) until the applicable payment date. See the section below titled “Certain Relationships and Related Person Transactions — Company Related Person Transactions — Tax Receivable Agreement.” We urge investors to review the terms of the draft Tax Receivable Agreement that is attached as an exhibit to this proxy statement/prospectus.
We expect that the payments made under the Tax Receivable Agreement could be substantial. The Company is required to cause its subsidiaries to make distributions to the Company in order for the Company to make payments under the Tax Receivable Agreement starting in March 2021, and the payment obligations under the Tax Receivable Agreement are not conditioned upon the TRA Parties maintaining a continued direct or indirect ownership interest in us. If the Company does not have sufficient cash to make payments owed under the Tax Receivable Agreement (and its subsidiaries cannot distribute sufficient cash to the Company to make such payments), the payments will generally be deferred and will accrue interest until paid. The obligation to make these payments may have a material and adverse impact on our liquidity and our business in the future.
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The Company will not be reimbursed for any payments made to the TRA Parties under the Tax Receivable Agreement in the event that the tax benefits are disallowed.
The TRA Parties will not reimburse the Company for any payments previously made under the Tax Receivable Agreement if such benefits are subsequently disallowed upon a successful challenge by a taxing authority, although future payments under the agreement would be adjusted to the extent possible to reflect the result of such disallowance. As a result, in certain circumstances, payments could be made under the Tax Receivable Agreement in excess of the cash tax savings if any, from the Covered Tax Assets, and the Company may not be able to recoup those payments, which could adversely affect our liquidity and our business.
In certain cases, payments made by the Company under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits realized in respect of the Covered Tax Assets.
The term of the Tax Receivable Agreement will continue until all Covered Tax Assets have been utilized or expired, unless the Company’s obligations under the agreement are accelerated (see the section below titled “Certain Relationships and Related Person Transactions — Company Related Person Transactions — Tax Receivable Agreement” for a discussion of relevant acceleration events). If the Company’s obligations under the Tax Receivable Agreement are accelerated, the Company will be required to make an accelerated payment to the applicable TRA Party(ies) equal to the present value of future payments under the Tax Receivable Agreement. Such payment would be based on certain assumptions, including the assumption that the Company and its subsidiaries have sufficient taxable income to fully utilize all Covered Tax Assets. The Tax Receivable Agreement also provides that upon certain changes of control, in the event that a TRA Party does not elect to terminate the Tax Receivable Agreement, payments under the Tax Receivable Agreement for each taxable year after any such event would be based on certain valuation assumptions, including the assumption that we and our subsidiaries have sufficient taxable income to fully utilize the Covered Tax Assets. Accordingly, payments under the Tax Receivable Agreement may be made years in advance of the actual realization, if any, of the anticipated future tax benefits realized in respect of the Covered Tax Assets.
Even if the payments under the Tax Receivable Agreement are not accelerated as described above, such payments may be significantly greater than the benefits realized in respect of the Covered Tax Assets, due to the manner in which payments are calculated under the Tax Receivable Agreement (including assumptions regarding the tax rates to which the Company’s subsidiaries will be subject, tax benefits that will be deemed to have been realized upon the occurrence of certain asset or equity sales, and “ordering” provisions regarding the utilization of Covered Tax Assets as opposed to other tax attributes). For further discussion regarding these terms of the Tax Receivable Agreement, see the section below titled “Certain Relationships and Related Person Transactions — Company Related Person Transactions — Tax Receivable Agreement.” Because of the foregoing, the Company’s obligations under the Tax Receivable Agreement could have a substantial negative impact on our liquidity and could have the effect of delaying, deferring or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. We may be considered a less attractive acquisition target from certain potential acquirors as a result of the Company’s obligations under the Tax Receivable Agreement.
Certain provisions of the Tax Receivable Agreement limit our ability to incur additional indebtedness, which could adversely affect our business and growth strategy and affect our ability to make distributions to holders of our ordinary shares.
For so long as the Tax Receivable Agreement remains outstanding, without the prior written consent of a representative of the TRA Parties (the “TRA Party Representative”) (not to be unreasonably withheld, conditioned or delayed), we and our subsidiaries are restricted from entering into any financing agreement or amendment that would materially restrict (or in the case of amendments, further restrict beyond the restrictions in the applicable then-existing financing agreements) the Company’s ability to make payments under the Tax Receivable Agreement. In addition, the Company is prohibited under the Tax Receivable Agreement from replacing its existing financing agreements with any senior debt document that does not permit the Company’s subsidiaries to make dividends to the Company to the extent necessary to make the payments under the Tax Receivable Agreement unless the TRA Party Representative otherwise consents. These restrictions could adversely affect our business, including by preventing us from pursuing an
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acquisition or other strategic transaction that we believe is in the best interests of our company and our stockholders, thereby impeding our growth strategy. The TRA Party Representative has no fiduciary duties to the Company when deciding whether to enforce these covenants under the Tax Receivable Agreement. Furthermore, the provision in the Tax Receivable Agreement that requires the Company to make an accelerated payment to the TRA Parties in certain circumstances might make it harder for us to obtain financing from third party lenders on favorable terms. The obligation to make payments under the Tax Receivable Agreement may limit our ability to make distributions to the holders of our ordinary shares, and provisions in the Tax Receivable Agreement prevent us from making distributions to the holders of our ordinary shares in certain scenarios where payments owed to the TRA Parties under the Tax Receivable Agreement have not been timely made.
The Company would be required to make tax gross-up payments to the TRA Parties if we consummate certain corporate transactions that cause payments under the Tax Receivable Agreement to be subject to certain withholding taxes.
If we were to consummate a transaction that causes the Company (or its successor) to become a person organized in a jurisdiction other than Jersey or tax resident in a jurisdiction other than the United Kingdom, and such transaction causes payments under the Tax Receivable Agreement to become subject to withholding taxes, the Company would be required under the Tax Receivable Agreement to make tax gross-up payments to the TRA Parties in respect of such withholding taxes. Any such tax gross-up payments could have a negative impact on our liquidity and our ability to finance our growth.
Risks Related to Our Finances and Capital Structure
We have and will continue to have high levels of indebtedness and our relatively large fixed costs magnify the impact of revenues fluctuations on our operating results.
On a pro forma basis after giving effect to the Transactions and assuming no redemptions for cash, we would have had approximately $1,390.2 million of indebtedness as of December 31, 2018, primarily consisting of  $807.1 million outstanding under the Term Loan Facility net of debt issuance costs, $500 million outstanding under the 7.875% senior notes due 2024 (the “Notes”) net of debt issuance costs, and $45 million drawdown under the Revolving Credit Facility. Because borrowings under our Term Loan Facility bears interest at variable rates, any increase in interest rates on debt that we have not fixed using interest rate hedges will increase our interest expense, reduce our cash flow or increase the cost of future borrowings or refinancings. Our indebtedness could have important consequences to our investors, including, but not limited to:

increasing vulnerability to, and reducing its flexibility to respond to, general adverse economic and industry conditions;

requiring the dedication of a substantial portion of cash flow from operations to the payment of principal of, and interest on, its indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, joint ventures or other general corporate purposes;

limiting flexibility in planning for, or reacting to, changes in its business and the competitive environment; and

limiting our ability to borrow additional funds and increasing the cost of any such borrowing.
Other than variable rate debt, we believe our business has relatively large fixed costs and low variable costs, which magnifies the impact of revenues fluctuations on our operating results. As a result, a decline in our revenues may lead to a relatively larger impact on operating results. A substantial portion of our operating expenses will be related to personnel costs, regulation and corporate overhead, none of which can be adjusted quickly and some of which cannot be adjusted at all. Our operating expense levels will be based on our expectations for future revenues. If actual revenues are below management’s expectations, or if our expenses increase before revenues do, both revenues less transaction-based expenses and operating results
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would be materially and adversely affected. Because of these factors, it is possible that our operating results or other operating metrics may fail to meet the expectations of stock market analysts and investors. If this happens, the market price of our common stock may be adversely affected.
A downgrade to our credit ratings would increase our cost of borrowing and adversely affect our ability to access the capital markets.
Our cost of borrowing under the Credit Facilities and the Notes, and our ability and the terms under which we may access the credit markets are affected by credit ratings assigned to us by the major credit rating agencies. These ratings are premised on our performance under assorted financial metrics and other measures of financial strength, business and financial risk, industry conditions, timeliness of financial reporting, and other factors determined by the credit rating agencies. Our current ratings have served to lower our borrowing costs and facilitate access to a variety of lenders. However, there can be no assurance that our credit ratings or outlook will not be lowered in the future in response to adverse changes in these metrics and factors caused by our operating results or by actions that we take, that reduce our profitability, or that require us to incur additional indebtedness for items such as substantial acquisitions, significant increases in costs and capital spending in security and IT systems, significant costs related to settlements of litigation or regulatory requirements, or by returning excess cash to shareholders through dividends. A downgrade of our credit ratings would increase our cost of borrowing, negatively affect our ability to access the capital markets on advantageous terms, or at all, negatively affect the trading price of our securities, and have a significant negative impact on our business, financial condition, and results of operations.
We are a holding company that depends on cash flow from our subsidiaries to meet our obligations, and any restrictions on our subsidiaries’ ability to pay dividends or make other payments to us may have a material adverse effect on our results of operations and financial condition.
As a holding company, we require dividends and other payments from our subsidiaries to meet cash requirements. Minimum capital requirements mandated by regulatory authorities having jurisdiction over some of our regulated subsidiaries indirectly restrict the amount of dividends paid upstream. In addition, repatriations of cash from our subsidiaries may be subject to withholding, income and other taxes in various applicable jurisdictions. If our subsidiaries are unable to pay dividends and make other payments to us when needed, we may be unable to satisfy our obligations, which would have a material adverse effect on our business, financial condition and operating results.
As a foreign private issuer, we are exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the SEC than a U.S. company. This may limit the information available to holders of the ordinary shares.
We are a foreign private issuer, as such term is defined in Rule 405 under the Securities Act, however, under Rule 405, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2019.
As a foreign private issuer, we are not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act, that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act (including the requirement applicable to emerging growth companies to disclose the compensation of our Chief Executive Officer and the other two most highly compensated executive officers on an individual, rather than an aggregate, basis). In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities. Moreover, while we expect to submit quarterly interim consolidated financial data to the SEC under cover of the SEC’s Form 6-K, we will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies and will not be required to file quarterly reports on Form 10-Q or current reports on Form 8-K under the Exchange Act. Furthermore, our ordinary shares are not listed and we do not currently intend to list our ordinary shares on any market in the Bailiwick of Jersey, our home country. As a result, we are not subject to the reporting and other requirements of
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companies listed in the Bailiwick of Jersey. For instance, we are not required to publish quarterly or semi-annual financial statements. Accordingly, there may be less publicly available information concerning our business than there would be if we were a U.S. public company.
We may lose our foreign private issuer status in the future, which could result in significant additional cost and expense.
In the future, we would lose our foreign private issuer status if a majority of our shareholders, directors or management are U.S. citizens or residents and we fail to meet additional requirements necessary to avoid loss of foreign private issuer status. Although we have elected to comply with certain U.S. regulatory provisions, our loss of foreign private issuer status would make such provisions mandatory. The regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher. If we are not a foreign private issuer, we will be required to file periodic reports and registration statements on U.S. domestic issuer forms with the SEC, which are more detailed and extensive than the forms available to a foreign private issuer. For example, the annual report on Form 10-K requires domestic issuers to disclose executive compensation information on an individual basis with specific disclosure regarding the domestic compensation philosophy, objectives, annual total compensation (base salary, bonus, and equity compensation) and potential payments in connection with change in control, retirement, death or disability, while the annual report on Form 20-F permits foreign private issuers to disclose compensation information on an aggregate basis. We would also have to mandatorily comply with U.S. federal proxy requirements, and our officers, directors, and principal shareholders will become subject to the short-swing profit disclosure and recovery provisions of Section 16 of the Exchange Act. We may also be required to modify certain of our policies to comply with good governance practices associated with U.S. domestic issuers. Such conversion and modifications will involve additional costs. In addition, we may lose our ability to rely upon exemptions from certain corporate governance requirements on U.S. stock exchanges that are available to foreign private issuers.
We will incur increased costs and obligations as a result of being a public company.
As a privately held company, we have not been required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company, we will incur significant legal, accounting and other expenses that we were not required to incur in the recent past, particularly after we are no longer an “emerging growth company” as defined under the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act, the JOBS Act, and the rules and regulations of the SEC and national securities exchanges have created uncertainty for public companies and increased the costs and the time that our board of directors and management must devote to complying with these rules and regulations. We expect these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time and attention from revenues generating activities.
Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.
For as long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” We may remain an “emerging growth company” until the fifth anniversary of the date on which Clarivate ordinary shares were offered in connection with the Transactions or until such earlier time that we have more than $1.07 billion in annual revenues, have more than $700 million in market value of our ordinary shares held by non-affiliates, or issue more than
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$1.00 billion of non-convertible debt over a three-year period. Further, there is no guarantee that the exemptions available to us under the JOBS Act will result in significant savings. To the extent we choose not to use exemptions from various reporting requirements under the JOBS Act, we will incur additional compliance costs, which may impact earnings.
As an “emerging growth company,” we cannot be certain if the reduced disclosure requirements applicable to “emerging growth companies” will make our ordinary shares less attractive to investors.
We are an “emerging growth company,” as defined in the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to obtain an assessment of the effectiveness of our internal controls over financial reporting from our independent registered public accounting firm pursuant to Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find our ordinary shares less attractive because we will rely on these exemptions. If some investors find our ordinary shares less attractive as a result, there may be a less active market for our ordinary shares and our share price may be more volatile.
If we do not develop and implement all required accounting practices and policies, we may be unable to provide the financial information required of a U.S. publicly traded company in a timely and reliable manner.
If we fail to develop and maintain effective internal controls and procedures and disclosure procedures and controls, we may be unable to provide financial information and required SEC reports that a U.S. publicly traded company is required to provide in a timely and reliable fashion. Any such delays or deficiencies could penalize us, including by limiting our ability to obtain financing, either in the public capital markets or from private sources and hurt our reputation and could thereby impede our ability to implement our growth strategy. In addition, any such delays or deficiencies could result in our failure to meet the requirements for listing of our ordinary shares on a national securities exchange.
The price of our ordinary shares may be volatile.
The price of our ordinary shares may fluctuate due to a variety of factors, including:

actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in industry;

mergers and strategic alliances in the industry in which we operate;

market prices and conditions in the industry in which we operate;

changes in government regulation;

potential or actual military conflicts or acts of terrorism;

the failure of securities analysts to publish research about us, or shortfalls in our operating results compared to levels forecast by securities analysts;

announcements concerning us or our competitors; and

the general state of the securities markets.
These market and industry factors may materially reduce the market price of our ordinary shares, regardless of our operating performance.
Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our ordinary shares.
We currently expect that securities research analysts will establish and publish their own periodic projections for our business. These projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these
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securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline. While we expect research analyst coverage, if no analysts commence coverage of us, the trading price and volume for our ordinary shares could be adversely affected.
Our articles of association will contain anti-takeover provisions that could adversely affect the rights of our shareholders.
Our articles of association will contain provisions to limit the ability of others to acquire control of our company or cause us to engage in change of control transactions, including, among other things:

provisions that authorize our board of directors, without action by our shareholders, to issue additional ordinary shares and preferred shares with preferential rights determined by our board of directors;

provisions that permit only a majority of our board of directors or one or more of our shareholders who together hold at least 10% of the voting rights of our shareholders to call shareholder meetings;

provisions that impose advance notice requirements, minimum shareholding periods and ownership thresholds, and other requirements and limitations on the ability of shareholders to propose matters for consideration at shareholder meetings; provided, however, such advance notice procedure will not apply to Onex, Baring or Jerre Stead or his successor (as the “Designated Shareholder” under the Director Nomination Agreement) for so long as such person is entitled to nominate one or more members of our board of directors pursuant to the A&R Shareholders Agreement or Director Nomination Agreement; and

a staggered board whereby our directors are divided into three classes, with each class subject to retirement and re-election once every three years on a rotating basis.
These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. With our staggered board of directors, at least two annual general meetings of shareholders will generally be required in order to effect a change in a majority of our directors. Our staggered board of directors can discourage proxy contests for the election of our directors and purchases of substantial blocks of our shares by making it more difficult for a potential acquirer to gain control of our board of directors in a relatively short period of time.
If a U.S. person is treated as owning at least 10% of our ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences.
If a U.S. person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our ordinary shares, such person may be treated as a “United States shareholder” with respect to us or to any of our subsidiaries that constitute a “controlled foreign corporation” (in each case, as such terms are defined under the Internal Revenue Code of 1986, as amended (the “Code”)). Certain United States shareholders of a controlled foreign corporation may be required to annually report and include in its U.S. taxable income, as ordinary income, its pro rata share of  “Subpart F income,” “global intangible low-taxed income” and certain investments in U.S. property by controlled foreign corporations, whether or not we make any distributions to such United States shareholder. A failure by a United States shareholder to comply with its reporting obligations may subject the United States shareholder to significant monetary penalties and other adverse tax consequences, and may extend the statute of limitations with respect to the United States shareholder’s U.S. federal income tax return for the year for which such reporting was due. We cannot provide any assurances that we will assist investors in determining whether we or any of our non-U.S. subsidiaries are controlled foreign corporations or whether any investor is a United States shareholder with respect to any such controlled foreign corporations. We also cannot guarantee that we will furnish to United States shareholders information that may be necessary for them to comply with the aforementioned obligations. United States investors should consult their own advisors
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regarding the potential application of these rules to their investments in us. The risk of being subject to increased taxation may deter our current shareholders from increasing their investment in us and others from investing in us, which could impact the demand for, and value of, our ordinary shares.
Risks Related to the Business Combination
The Company Owners are large and significant shareholders that will exert certain controls on the business. As a result, we will be a “controlled company,” which exempts us from obligations to comply with certain corporate governance requirements. Also, we are a “foreign private issuer” which exempts us from relying on certain corporate governance requirements.
Upon the completion of the business combination, the Company Owners will own 217.5 million of our ordinary shares, or approximately 74% of our outstanding ordinary shares (assuming no holder of public shares exercises redemption rights and excluding the impact of 52.8 million warrants, approximately 24.5 million compensatory options issued to the Company’s management, (based on the number of options to purchase the Company’s ordinary shares outstanding as of December 31, 2018) and 10.6 million ordinary shares of Clarivate owned of record by the sponsor and distributable to Jerre Stead, Michael Klein and Sheryl von Blucher following the expiration of applicable lock-up and vesting restrictions). Accordingly, it is anticipated that Clarivate will be eligible to, and the parties intend to, take advantage of certain exemptions from corporate governance requirements provided in the NYSE rules. Specifically, as a controlled company, Clarivate will not be required to have (1) a majority of independent directors, (2) a Nominating and Corporate Governance Committee composed entirely of independent directors, (3) a Compensation Committee composed entirely of independent directors or (4) an annual performance evaluation of the Nominating and Corporate Governance Committee and Compensation Committee. Therefore, following consummation of the Transactions, Clarivate may not have a majority of independent directors, its Compensation, Nominating and Corporate Governance Committee may not consist entirely of independent directors and such committees may not be subject to annual performance evaluations. Accordingly, you will not have the same protections afforded to shareholders of listed companies that are subject to all of the applicable corporate governance requirements. In the event that Clarivate ceases to be a controlled company, it will be required to comply with those requirements within specified transition periods.
In addition, as long as Clarivate relies on the foreign private issuer exemption, Clarivate will not be required to obtain shareholder approval for certain dilutive events, such as the establishment or material amendment of certain equity-based compensation plans, and will be exempt from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Also, as a foreign private issuer, we are permitted to and we may follow, subject to certain exceptions, home country practice in lieu of the corporate governance rules of the NYSE that require listed companies to have, among other things, a majority of independent board members and independent director oversight of executive compensation, nomination of directors and corporate governance matters. As long as we rely on the foreign private issuer exemption to certain of these corporate governance standards, a majority of our board of directors are not required to be independent directors and our Compensation Committee and Nominating and Corporate Governance Committee are not required to be composed entirely of independent directors. Therefore, our board of directors’ approach to governance may be different from that of a board of directors consisting of a majority of independent directors, and, as a result, management oversight may be more limited than if we were subject to all of the corporate governance standards of the NYSE.
Once we are no longer a “controlled company” we must comply with the independent board committee requirements as they relate to the nominating and compensation committees, on the same phase-in schedule as set forth above, with the trigger date being the date we are no longer a “controlled company” as opposed to our listing date. Additionally, we will have 12 months from the date we cease to be a “controlled company” to have a majority of independent directors on our board of directors.
We will be controlled by the Company Owners, whose interests may conflict with yours. The concentrated ownership of our ordinary shares will prevent you and other shareholders from influencing significant decisions.
As a result of its ownership of our ordinary shares, the Company Owners, so long as they hold two thirds of our outstanding ordinary shares, will have the ability to control the outcome of matters requiring
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the assent of a special resolution of shareholders. For so long as the Company Owners hold at least a majority of our outstanding ordinary shares they will have the ability, through the board of directors, to control decision-making with respect to our business direction and policies. In addition, pursuant to the A&R Shareholders Agreement, Onex and Baring have the right to nominate a majority of the members of the board of directors until such time as Onex and Baring beneficially own less than 60% of the ordinary shares held by Onex and Baring immediately after the closing of the Transactions, and continue to have the right to nominate directors in a declining number based on their aggregate beneficial ownership percentage of the ordinary shares held by Onex and Baring immediately after the closing of the Transactions. Matters over which the Company Owners will, directly or indirectly, exercise control following the completion of the Transactions include:

the election of our board of directors and the appointment and removal of our officers;

mergers and other business combination transactions requiring shareholder approval, including proposed transactions that would result in our shareholders receiving a premium price for their shares; and

amendments of the Articles.
Even if the Company Owners’ ownership of our ordinary shares falls below a majority, they may continue to be able to strongly influence or effectively control our decisions.
The Company Owners may have conflicts of interest with us and other stockholders as a result of their status as a party to the Tax Receivable Agreement. For example, the Tax Receivable Agreement gives the Company the right to terminate the Tax Receivable Agreement in certain scenarios by making a payment equal to the present value of future payments under the Tax Receivable Agreement (based on certain assumptions), subject to certain rights of the TRA Party Representative to defer the Company’s ability to terminate the Tax Receivable Agreement. The TRA Party Representative, which is an affiliate of certain Company Owners, may prevent a termination that would otherwise be favorable to our other shareholders. Similarly, a TRA Party may terminate the Tax Receivable Agreement upon certain changes of control, when such a termination may not be favorable to us and the other shareholders. In addition, the Company Owners’ rights under the Tax Receivable Agreement could influence their decisions regarding whether and when to dispose of assets or engage in other transactions that could affect the amount or timing of payments due under the Tax Receivable Agreement.
If we are characterized as a passive foreign investment company for U.S. federal income tax purposes, its U.S. shareholders may suffer adverse tax consequences.
If 75% or more of our gross income in a taxable year, including our pro-rata share of the gross income of any company, U.S. or foreign, in which we are considered to own, directly or indirectly, 25% or more of the shares by value, is passive income, then we will be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. Alternatively, we will be considered to be a PFIC if at least 50% of our assets in a taxable year, averaged over the year and ordinarily determined based on fair market value and including our pro-rata share of the assets of any company in which we are considered to own, directly or indirectly, 25% or more of the shares by value, are held for the production of, or produce, passive income. Once treated as a PFIC, for any taxable year, a foreign corporation will generally continue to be treated as PFIC for all subsequent taxable years. If we were to be a PFIC, and a U.S. holder does not make an election to treat us as a qualified electing fund (“QEF”) or a “mark-to-market” election, “excess distributions” to a U.S. holder, and any gain recognized by a U.S. holder on a disposition of our ordinary shares, would be taxed in an unfavorable way. Among other consequences, our dividends, to the extent that they constituted excess distributions, would be taxed at the regular rates applicable to ordinary income, rather than the 20% maximum rate applicable to certain dividends received by an individual from a qualified foreign corporation, and certain “interest” charges may apply. In addition, gains on the sale of our shares would be treated in the same way as excess distributions. The tests for determining PFIC status are applied annually and it is difficult to make accurate predictions of future income and assets, which are relevant to the determination of PFIC status. In addition, under the applicable statutory and regulatory provisions, it is unclear whether we would be permitted to use a gross loss from sales (sales less cost of goods sold) to offset our passive income in the calculation of gross income. Although we do not expect that we will be a PFIC in
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the future, in light of the periodic asset and income tests applicable in making this determination, no assurance can be given that we will not become a PFIC. If we do become a PFIC in the future, U.S. holders who hold ordinary shares during a period when we are a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC, subject to exceptions for U.S. holders who made a timely QEF election or mark-to-market election, or certain other elections. We do not currently intend to prepare or provide the information that would enable you to make a QEF election. Accordingly, our shareholders are urged to consult their tax advisors regarding the application of PFIC rules.
Churchill will not have any right to make damage claims against the Company or the Company Owners for the breach of any representation, warranty or covenant made by the Company, Clarivate, Jersey Merger Sub or Delaware Merger Sub in the Merger Agreement.
The Merger Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the closing of the Transactions, except for those covenants contained therein that by their terms apply or are to be performed in whole or in part after the closing. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Merger Agreement after the closing, except for covenants to be performed in whole or in part after the closing. As a result, Churchill will have no remedy available to it if the Transactions are consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by the Company, Clarivate, Jersey Merger Sub or Delaware Merger Sub at the time of the Transactions.
The Churchill board of directors did not obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the business combination.
Churchill’s board of directors did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the business combination with the Company. In analyzing the business combination, Churchill’s board and management conducted due diligence on the Company and researched the industry in which the Company operates and concluded that the business combination was in the best interest of Churchill’s stockholders. Accordingly, investors will be relying solely on the judgment of Churchill’s board of directors in valuing the Company’s business, and the board of directors may not have properly valued such business. The lack of a third-party valuation or fairness opinion may also lead an increased number of stockholders to vote against the proposed business combination or demand redemption of their shares for cash, which could potentially impact Churchill’s ability to consummate the business combination.
Future resales of our ordinary shares and/or Clarivate warrants may cause the market price of our securities to drop significantly, even if our business is doing well.
The Company Owners, the sponsor, the founders and Garden State will be granted certain rights, pursuant to the Registration Rights Agreement, to require us to register, in certain circumstances, the resale under the Securities Act of ordinary shares of us or Clarivate warrants held by them, subject to certain conditions. The sale or possibility of sale of these ordinary shares and/or Clarivate warrants could have the effect of increasing the volatility in our share price or putting significant downward pressure on the price of our ordinary shares and/or Clarivate warrants.
We may issue additional ordinary shares or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of Clarivate’s ordinary shares.
Upon consummation of the business combination we will have warrants outstanding to purchase an aggregate of 52.8 million ordinary shares, and approximately 24.5 million compensatory options issued to the Company’s management (based on the number of options to purchase Company ordinary shares outstanding as of December 31, 2018). In addition, current and former employees of the Company and service providers will hold options to purchase ordinary shares pursuant to the Clarivate Analytics Plc 2019 Incentive Award Plan. Pursuant to this plan, following the consummation of the Transactions, Clarivate may issue an aggregate of up to             ordinary shares (which amount includes the Company ordinary shares subject to options outstanding as of the time of the business combination), which amount may be subject to increase from time to time. For additional information about this plan, please read the
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discussion under the heading “Director and Executive Officer Compensation — Employee Share Plans.” Clarivate may also issue additional ordinary shares or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances.
Our issuance of additional ordinary shares or other equity securities of equal or senior rank would have the following effects:

our existing shareholders’ proportionate ownership interest in us will decrease;

the amount of cash available per share, including for payment of dividends in the future, may decrease;

the relative voting strength of each previously outstanding ordinary share may be diminished; and

the market price of our ordinary shares may decline.
If Churchill’s stockholders fail to properly demand redemption rights, they will not be entitled to redeem their shares of common stock of Churchill for a pro rata portion of the trust account.
Churchill stockholders holding public shares may demand that Churchill redeem their shares for a pro rata portion of the trust account, calculated as of two business days prior to the consummation of the business combination. Churchill stockholders who seek to exercise this redemption right must deliver their stock (either physically or electronically) to Churchill’s transfer agent prior to the vote at the meeting. Any Churchill stockholder who fails to properly demand redemption rights will not be entitled to redeem his or her shares for a pro rata portion of the trust account. See the section entitled “Special Meeting of Churchill Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.
Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the public shares.
A public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group,” will be restricted from seeking redemption rights with respect to more than 15% of the public shares. Accordingly, if you hold more than 15% of the public shares and the business combination proposal is approved, you will not be able to seek redemption rights with respect to the full amount of your shares and may be forced to hold the shares in excess of 15% or sell them in the open market. Churchill cannot assure you that the value of such excess shares will appreciate over time following a business combination or that the market price of Churchill’s shares of common stock will exceed the per-share redemption price.
The NYSE may not list our securities, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
We intend to apply to have our securities listed on the NYSE upon consummation of the business combination. We will be required to meet the initial listing requirements to be listed. We may not be able to meet those initial listing requirements. Even if our securities are so listed, we may be unable to maintain the listing of our securities in the future.
If we fail to meet the initial listing requirements and the NYSE does not list our securities and the related closing condition is waived by the parties, we could face significant material adverse consequences, including:

a limited availability of market quotations for our securities;

a limited amount of news and analyst coverage on us; and

a decreased ability to issue additional securities or obtain additional financing in the future.
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The sponsor and the founders, including Churchill’s officers and directors beneficially own or have an economic interest in shares of common stock and warrants of Churchill that will be worthless and have incurred reimbursable expenses and may, in certain circumstances, make loans that may not be reimbursed or repaid if the Transactions or other business combinations are not approved. Such interests may have influenced their decision to approve the Transactions.
The sponsor and the founders, including Churchill’s officers and directors and/or their affiliates, beneficially own or have an economic interest in founder shares and private placement warrants that they purchased prior to, or simultaneously with, the Churchill IPO. Such persons have no redemption rights with respect to these securities in the event a business combination is not effected in the required time period. Therefore, if the Transactions or another business combination are not approved within the required time period, such securities held by such persons will be worthless. Such securities had an aggregate market value of  $            based upon the closing prices of the shares and units on the NYSE on            , 2019, the record date. See the section entitled “The Business Combination Proposal — Interests of Churchill’s Directors and Officers in the Business Combination.”
These financial interests may have influenced the decision of Churchill’s directors to approve the Transactions and to continue to pursue such business combination. In considering the recommendations of Churchill’s board of directors to vote for the business combination proposal and other proposals, its stockholders should consider these interests.
The sponsor is liable to ensure that proceeds of the trust are not reduced by vendor claims in the event a business combination is not consummated. It has also agreed to pay for any liquidation expenses if a business combination is not consummated. Such liability may have influenced the sponsor’s decision to approve the business combination with the Company.
If the Transactions or another business combination are not consummated by Churchill within the required time period, the sponsor will be liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Churchill for services rendered or contracted for or products sold to Churchill. If Churchill consummates a business combination, including the Transactions, on the other hand, Churchill will be liable for all such claims. Neither Churchill nor the sponsor has any reason to believe that the sponsor will not be able to fulfill its indemnity obligations to Churchill. See the section entitled “Other Information Related to Churchill — Financial Condition and Liquidity” for further information. If Churchill is required to be liquidated and there are no funds remaining to pay the costs associated with the implementation and completion of such liquidation, the sponsor has also agreed to advance Churchill the funds necessary to pay such costs and complete such liquidation (currently anticipated to be no more than approximately $15,000) and not to seek repayment for such expense.
These obligations of the sponsor may have influenced Churchill’s sponsor’s decision to approve the Transactions and to continue to pursue such business combination. Michael Klein, Jerre Stead, Sheryl von Blucher, Balakrishnan S. Iyer, Karen G. Mills and Martin Broughton, each of whom is a director nominee of the Company, each has an indirect economic interest in the founder shares and private placement warrants purchased by the sponsor as a result of his or her membership interest in the sponsor. In considering the recommendations of Churchill’s board of directors to vote for the business combination proposal and other proposals, Churchill’s stockholders should consider these interests.
The exercise of Churchill’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Transactions may result in a conflict of interest when determining whether such changes to the terms of the Transactions or waivers of conditions are appropriate and in Churchill’s stockholders’ best interest.
In the period leading up to the closing of the Transactions, events may occur that, pursuant to the Merger Agreement, would require Churchill to agree to amend the Merger Agreement, to consent to certain actions taken by the Company or to waive rights that Churchill is entitled to under the Merger Agreement. Such events could arise because of changes in the course of the Company’s business, a request by the Company to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on the Company’s business and would entitle Churchill to terminate the Merger Agreement. In any of such circumstances, it would be at
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Churchill’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what he or they may believe is best for Churchill and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Churchill does not believe there will be any material changes or waivers that Churchill’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. Churchill will circulate a new or amended proxy statement/prospectus if changes to the terms of the Transactions that would have a material impact on its stockholders are required prior to the vote on the business combination proposal.
If Churchill is unable to complete the Transactions or another business combination by September 11, 2020, Churchill will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Churchill and, as a result, the proceeds held in the trust account could be reduced and the per-share liquidation price received by stockholders could be less than $10.00 per share.
Under the terms of Churchill’s amended and restated certificate of incorporation, Churchill must complete a business combination by September 11, 2020, or Churchill must cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, third parties may bring claims against Churchill. Although Churchill has obtained waiver agreements from certain vendors and service providers it has engaged and owes money to, and the prospective target businesses it has negotiated with, whereby such parties have waived any right, title, interest or claim of any kind they may have in or to any monies held in the trust account, there is no guarantee that they or other vendors who did not execute such waivers will not seek recourse against the trust account notwithstanding such agreements. Furthermore, there is no guarantee that a court will uphold the validity of such agreements. Accordingly, the proceeds held in the trust account could be subject to claims which could take priority over those of Churchill’s public stockholders. If Churchill is unable to complete a business combination within the required time period, the executive officers have agreed they will be personally liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Churchill for services rendered or contracted for or products sold to Churchill. However, he may not be able to meet such obligation. Therefore, the per-share distribution from the trust account in such a situation may be less than $10.00 due to such claims.
Additionally, if Churchill is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, or if Churchill otherwise enters compulsory or court supervised liquidation, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the trust account, Churchill may not be able to return to its public stockholders at least $10.00.
Churchill’s stockholders may be held liable for claims by third parties against Churchill to the extent of distributions received by them.
If Churchill is unable to complete the Transactions or another business combination within the required time period, Churchill will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining stockholders and its board of directors, dissolve and liquidate, subject (in the case of  (ii) and (iii) above) to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Churchill cannot assure you that it will properly assess all claims that may be potentially brought against Churchill. As such, Churchill’s stockholders could potentially be liable for any
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claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend well beyond the third anniversary of the date of distribution. Accordingly, Churchill cannot assure you that third parties will not seek to recover from its stockholders amounts owed to them by Churchill.
If Churchill is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Churchill’s stockholders. Furthermore, because Churchill intends to distribute the proceeds held in the trust account to its public stockholders promptly after the expiration of the time period to complete a business combination, this may be viewed or interpreted as giving preference to its public stockholders over any potential creditors with respect to access to or distributions from its assets. Furthermore, Churchill’s board may be viewed as having breached their fiduciary duties to Churchill’s creditors and/or may have acted in bad faith, and thereby exposing itself and Churchill to claims of punitive damages, by paying public stockholders from the trust account prior to addressing the claims of creditors. Churchill cannot assure you that claims will not be brought against it for these reasons.
Activities taken by existing Churchill stockholders to increase the likelihood of approval of the business combination proposal and other proposals could have a depressive effect on Churchill’s stock.
At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Churchill or its securities, the sponsor, the founders, including Churchill’s officers, directors and stockholders prior to Churchill IPO, Garden State, the Company, the Company Owners and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Churchill common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to consummate the Transactions where it appears that such requirements would otherwise not be met. Entering into any such arrangements may have a depressive effect on Churchill common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.
In addition, pursuant to the Sponsor Agreement, Jerre Stead (personally or through his designee JMJS Group-II, LP) and Michael Klein have agreed to purchase from Churchill an aggregate of 1,500,000 shares of common stock of Churchill immediately prior to the closing of the Transactions for an aggregate purchase price of  $15,000,000. Such purchase may, therefore, be at a price per share that is less than the then-current market price of Churchill’s common stock and could have a depressive effect on the market price of Churchill’s common stock.
You may face difficulties in protecting your interests as a shareholder, as Jersey law provides substantially less protection when compared to the laws of the United States.
We are incorporated under Jersey law. The rights of holders of ordinary shares are governed by Jersey law, including the provisions of the Companies (Jersey) Law 1991, as amended (the “Jersey Companies Law”), and by our articles of association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations. See “Description of Clarivate’s Securities — Material Differences between Rights of Holders of Clarivate’s Securities and Rights of Holders of Churchill’s Securities” in this proxy statement/prospectus for a description of the principal differences between the provisions of the Jersey Companies Law applicable to us and the DGCL relating to shareholders’ rights and protections.
It may be difficult to enforce a U.S. judgment against us or our directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States.
A number of our directors and executive officers are not residents of the United States, and the majority of our assets and the assets of these persons are located outside the United States. As a result, it
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may be difficult or impossible for investors to effect service of process upon us within the United States or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. See “Description of Clarivate’s Securities — Enforcement of civil liabilities.” Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the United States. Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law, is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides.
Risks If the Adjournment Proposal Is Not Approved
If the adjournment proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the business combination, Churchill’s board of directors will not have the ability to adjourn the special meeting to a later date in order to solicit further votes, and, therefore, the business combination will not be approved.
Churchill’s board of directors is seeking approval to adjourn the special meeting to a later date or dates if, at the special meeting, Churchill is unable to consummate the business combination. If the adjournment proposal is not approved, Churchill’s board will not have the ability to adjourn the special meeting to a later date and, therefore, the business combination would not be completed.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus includes statements that express Churchill’s, Clarivate’s and the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this proxy statement/prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Transactions, the benefits and synergies of the Transactions, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which the Company operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting Churchill, the Company and Clarivate. Factors that may impact such forward-looking statements include:

the Company’s ability to compete in the highly competitive markets in which it operates, and potential adverse effects of this competition;

the Company’s ability to maintain revenues if its products and services do not achieve and maintain broad market acceptance, or if it is unable to keep pace with or adapt to rapidly changing technology, evolving industry standards and changing regulatory requirements.

uncertainty, downturns and changes in the markets the Company serves;

the Company’s ability to achieve all expected benefits from the items reflected in the adjustments included in Standalone Adjusted EBITDA;

the Company’s ability to achieve operational cost improvements and other benefits expected from the Transactions;

the Company’s dependence on third parties, including public sources, for data, information and other services;

increased accessibility to free or relatively inexpensive information sources;

the Company’s ability to maintain high annual revenue renewal rates as recurring subscription-based arrangements generate a significant percentage of the Company’s revenues;

the reputation of the Company’s brands and the Company’s ability to remain a trusted source of high-quality content, analytics services and workflow solutions;

the Company’s reliance on its own and third-party telecommunications, data centers and network systems, as well as the Internet;

the Company’s implementation of a new enterprise resource planning system;

the Company’s ability to fully derive anticipated benefits from existing or future acquisitions, joint ventures, investments or dispositions;

potential liability for content contained in the Company’s products and services;

exchange rate fluctuations and volatility in global currency markets;

potential adverse tax consequences resulting from the international scope of the Company’s operations, corporate structure and financing structure;

U.S. tax legislation enacted in 2017, which could materially adversely affect the Company’s financial condition, results of operations and cash flows;

increased risks resulting from the Company’s international operations;

the Company’s ability to comply with various trade restrictions, such as sanctions and export controls, resulting from its international operations;
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the Company’s ability to comply with the anti-corruption laws of the United States and various international jurisdictions;

results of the United Kingdom’s referendum on withdrawal from the EU;

fraudulent or unpermitted data access, cyber-security attacks, or other privacy breaches;

government and agency demand for the Company’s products and services and the Company’s ability to comply with government contracting regulations;

changes in legislation and regulation, which may impact how the Company provides products and services and how it collects and uses information, particularly relating to the use of personal data;

actions by governments that restrict access to our platform in their countries;

potentially inadequate protection of IP rights;

potential IP infringement claims;

the Company’s ability to attract, motivate and retain qualified employees, including members of its senior management team;

the Company’s ability to operate in a litigious environment;

the Company’s ability to transition successfully to being an independent company;

the material weakness in the Company’s internal controls as of December 31, 2018;

the Company’s potential need to recognize impairment charges related to goodwill, identified intangible assets and fixed assets;

the Company’s status as a non-reporting company under the Exchange Act, which means it is not subject to the Sarbanes-Oxley Act of 2002 and not required to provide a management report of its internal controls;

consequences of the long selling cycle to secure new contracts for certain of the Company’s products and services;

Thomson Reuters’ historical or future actions, or potential failure to comply with its indemnification obligations;

the Company’s obligations and restrictions pursuant to the Tax Receivable Agreement;

the Company’s high level of indebtedness;

the Company’s status as a foreign private issuer, emerging growth company, holding company and controlled company;

other factors disclosed in this proxy statement/prospectus; and

other factors beyond the Company’s control.
The forward-looking statements contained in this proxy statement/prospectus are based on Churchill’s, Clarivate’s and the Company’s current expectations and beliefs concerning future developments and their potential effects on the Transactions and Clarivate. There can be no assurance that future developments affecting Churchill, the Company and/or Clarivate will be those that Churchill, Clarivate or the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond either Churchill’s, Clarivate’s or the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Churchill, the Company and Clarivate will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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Before a stockholder grants its proxy or instructs how its vote should be cast or vote on the business combination proposal, charter proposals or the adjournment proposal, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/​prospectus may adversely affect Churchill, the Company and/or Clarivate.
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SPECIAL MEETING OF CHURCHILL STOCKHOLDERS
General
Churchill is furnishing this proxy statement/prospectus to Churchill’s stockholders as part of the solicitation of proxies by Churchill’s board of directors for use at the special meeting of Churchill stockholders to be held on            , 2019, and at any adjournment or postponement thereof. This proxy statement/prospectus provides Churchill’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.
Date, Time and Place
The special meeting of stockholders will be held on            , 2019, at            :00 a.m., eastern time, at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, counsel to Churchill, at 1285 Avenue of the Americas, New York, New York 10019.
Purpose of the Churchill Special Meeting
At the special meeting, Churchill is asking holders of Churchill common stock to:

consider and vote upon a proposal to adopt the Merger Agreement and approve the business combination contemplated thereby (the business combination proposal);

consider and vote upon separate proposals to approve the following material differences between the constitutional documents of Clarivate that will be in effect upon the closing of the Transactions and Churchill’s current amended and restated certificate of incorporation: (i) the name of the new public entity will be “Clarivate Analytics Plc” as opposed to “Churchill Capital Corp”; (ii) Clarivate will have no limit on the number of shares which Clarivate is authorized to issue, as opposed to Churchill having 220,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; and (iii) Clarivate’s constitutional documents will not include the various provisions applicable only to special purpose acquisition corporations that Churchill’s amended and restated certificate of incorporation contains (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time) (charter proposals); and

consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that Churchill is unable to consummate the business combination (adjournment proposal).
Recommendation of Churchill Board of Directors
Churchill’s board of directors has unanimously determined that the business combination proposal is fair to and in the best interests of Churchill and its stockholders; has unanimously approved the business combination proposal; unanimously recommends that stockholders vote “FOR” the business combination proposal; unanimously recommends that stockholders vote “FOR” each of the charter proposals; and unanimously recommends that stockholders vote “FOR” an adjournment proposal if one is presented to the meeting.
Record Date; Persons Entitled to Vote
Churchill has fixed the close of business on            , 2019, as the “record date” for determining Churchill stockholders entitled to notice of and to attend and vote at the special meeting. As of the close of business on            , 2019, there were 86,250,000 shares of Churchill common stock outstanding and entitled to vote. Each share of Churchill common stock is entitled to one vote per share at the special meeting.
Pursuant to the Sponsor Agreement, the 17,250,000 founder shares owned of record by sponsor and any shares of common stock acquired by it, the founders or Garden State in the aftermarket, will be voted in favor of the business combination proposal. The sponsor has indicated it intends to vote its shares in favor of the other proposals presented at the special meeting.
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Quorum
The presence, in person or by proxy, of a majority of all the outstanding shares of common stock entitled to vote constitutes a quorum at the special meeting.
Abstentions and Broker Non-Votes
Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Churchill but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. The latter will not be treated as shares entitled to vote on the matter as to which authority to vote is withheld from the broker. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the business combination proposal and the charter proposals.
Vote Required
The approval of the business combination proposal and the charter proposals will require the affirmative vote for the proposal by the holders of a majority of the then outstanding shares of common stock. Abstentions and broker non-votes have the same effect as a vote against the proposals.
The approval of the adjournment proposal, if presented, will require the affirmative vote of the holders of a majority of Churchill common stock represented and entitled to vote thereon at the meeting. Abstentions are deemed entitled to vote on such proposals. Therefore, they have the same effect as a vote against the proposal. Broker non-votes are not deemed entitled to vote on such proposal and, therefore, they will have no effect on the vote on such proposal.
Voting Your Shares
Each share of Churchill common stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of Churchill common stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.
There are two ways to vote your shares of Churchill common stock at the special meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card.   If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by Churchill’s board “FOR” the business combination proposal, the charter proposals and the adjournment proposal, if presented. Votes received after a matter has been voted upon at the special meeting will not be counted.

You Can Attend the Special meeting and Vote in Person.   You will receive a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way Churchill can be sure that the broker, bank or nominee has not already voted your shares.
Revoking Your Proxy
If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

you may send another proxy card with a later date;

you may notify Churchill’s Secretary in writing before the special meeting that you have revoked your proxy; or

you may attend the special meeting, revoke your proxy, and vote in person, as indicated above.
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Who Can Answer Your Questions About Voting Your Shares
If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of Churchill common stock, you may call MacKenzie Partners, Inc., Churchill’s proxy solicitor, at (212) 929-5500 or Churchill at (212) 380-7500.
Redemption Rights
Holders of public shares may seek to redeem their shares for cash, regardless of whether they vote for or against the business combination proposal. Any stockholder holding public shares as of the record date who votes in favor of or against the business combination proposal may demand that Churchill redeem such shares for a full pro rata portion of the trust account (which, for illustrative purposes, was $       per share as of            , 2019, the record date), calculated as of two business days prior to the anticipated consummation of the business combination. If a holder properly seeks redemption as described in this section and the business combination with the Company is consummated, Churchill will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the business combination.
Notwithstanding the foregoing, a holder of public shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed for cash.
The sponsor, the founders and Garden State will not have redemption rights with respect to any shares of common stock owned by them, directly or indirectly in connection with the Transactions.
Churchill stockholders who seek to redeem their public shares for cash must affirmatively vote for or against the business combination proposal. Churchill stockholders who do not vote with respect to the business combination proposal, including as a result of an abstention or a broker non-vote, may not redeem their shares for cash. Holders may demand redemption by delivering their stock, either physically or electronically using Depository Trust Company’s DWAC System, to Churchill’s transfer agent prior to the vote at the special meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the redeeming stockholder. In the event the proposed business combination is not consummated this may result in an additional cost to stockholders for the return of their shares.
Any request to redeem such shares, once made, may be withdrawn at any time up to the vote on the business combination proposal. Furthermore, if a holder of a public share delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).
If the business combination is not approved or completed for any reason, then Churchill’s public stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares for a full pro rata portion of the trust account, as applicable. In such case, Churchill will promptly return any shares delivered by public holders. If Churchill would be left with less than $5,000,001 of net tangible assets as a result of the holders of public shares properly demanding redemption of their shares for cash, Churchill will not be able to consummate the business combination.
The closing price of Churchill common stock on            , 2019, the record date, was $     . The cash held in the trust account on such date was approximately $            ($            per public share). Prior to exercising redemption rights, stockholders should verify the market price of Churchill common stock as they may receive higher proceeds from the sale of their common stock in the public
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market than from exercising their redemption rights if the market price per share is higher than the redemption price. Churchill cannot assure its stockholders that they will be able to sell their shares of Churchill common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.
If a holder of public shares exercises its redemption rights, then it will be exchanging its shares of Churchill common stock for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you affirmatively vote for or against the business combination proposal and properly demand redemption no later than the close of the vote on the business combination proposal by delivering your stock certificate (either physically or electronically) to Churchill’s transfer agent prior to the vote at the special meeting, and the business combination is consummated.
Appraisal Rights
Neither stockholders, unitholders nor warrant holders of Churchill have appraisal rights in connection the business combination under the DGCL.
Proxy Solicitation Costs
Churchill is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Churchill and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Churchill will bear the cost of the solicitation.
Churchill has hired MacKenzie Partners, Inc. to assist in the proxy solicitation process. Churchill will pay that firm a fee of  $12,500 plus disbursements. Such payment will be made from non-trust account funds.
Churchill will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Churchill will reimburse them for their reasonable expenses.
Sponsor, Founders and Garden State
As of            , 2019, the record date, the sponsor owned of record and was entitled to vote an aggregate of 17,250,000 founder shares that was issued prior to the Churchill IPO. Such shares currently constitute 20% of the outstanding shares of Churchill’s common stock. The holders of these securities have agreed to vote the founder shares, as well as any shares of common stock acquired in the aftermarket, in favor of the business combination proposal. The holders of these securities have also indicated that they intend to vote their shares in favor of all other proposals being presented at the meeting. The founder shares have no right to participate in any redemption distribution and will be worthless if no business combination is effected by Churchill.
If the Transactions are consummated, under the Sponsor Agreement (i) the ordinary shares of Clarivate and Clarivate’s warrants to be issued to the sponsor, the founders and Garden State in connection with the Mergers will be subject to a three-year lock-up restriction (partially reduced to two-years, under certain circumstances) and (ii) the ordinary shares of Clarivate to be issued to the sponsor in connection with the Mergers in respect of founder shares and available for distribution to Jerre Stead, Michael Klein and Sheryl von Blucher and the Clarivate warrants to held by the sponsor and available for distribution to such persons and to Garden State, in each case, will be subject to certain time and performance-based vesting provisions.
With certain limited exceptions, if the Transactions are not consummated, the founder shares will not be transferable, assignable or salable by the sponsor, the founder or Garden State until the earlier of: (1) one year after the completion of Churchill’s initial business combination; and (2) the date on which Churchill consummates a liquidation, merger, stock exchange, reorganization or other similar transaction after Churchill’s initial business combination that results in all of Churchill’s public stockholders having the right to exchange their shares of common stock for cash, securities or other property. Notwithstanding the
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foregoing, if the Transactions are not consummated and if the last reported sale price of Churchill’s Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after Churchill’s initial business combination, the founder shares will be released from the lock-up.
At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Churchill or its securities, the sponsor, the founders, Garden State, the Company or Company Owners and/or their respective affiliates may purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the business combination proposal, or execute agreements to purchase such shares from such investors in the future, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Churchill’s common stock or vote their shares in favor of the business combination proposal. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements to complete the business combination where it appears that such requirements would otherwise not be met. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and, with the Company’s consent, the transfer to such investors or holders of shares or rights owned by the initial stockholders for nominal value.
Entering into any such arrangements may have a depressive effect on Churchill common stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the special meeting.
If such transactions are effected, the consequence could be to cause the business combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the business combination proposal and other proposals and would likely increase the chances that such proposals would be approved.
No agreements dealing with the above arrangements or purchases have been entered into as of the date of this proxy statement/prospectus by the sponsor, the founders, Garden State, the Company, the Company Owners or any of their respective affiliates. Churchill will file a Current Report on Form 8-K to disclose arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the business combination proposal or the satisfaction of any closing conditions. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.
In addition, pursuant to the Sponsor Agreement, Jerre Stead (personally or through his designee JMJS Group-II, LP) and Michael Klein have agreed to purchase from Churchill an aggregate of 1,500,000 shares of common stock of Churchill immediately prior to the closing of the Transactions for an aggregate purchase price of  $15,000,000. Such purchase may, therefore, be at a price per share that is less than the then-current market price of Churchill’s common stock and could have a depressive effect on the market price of Churchill’s common stock.
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THE BUSINESS COMBINATION PROPOSAL
The discussion in this proxy statement/prospectus of the business combination and the principal terms of the Merger Agreement is subject to, and is qualified in its entirety by reference to, the Merger Agreement. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus.
General
Structure of the Transactions
Pursuant to the Merger Agreement, a business combination between Churchill and the Company will be effected through the Jersey Merger, whereby Jersey Merger Sub shall merge with and into the Company with the Company surviving such merger. Immediately following the consummation of the Jersey Merger, the Delaware Merger Sub will merge with and into Churchill, with Churchill surviving such merger. As a result of these Mergers, Churchill and the Company will become wholly owned subsidiaries of Clarivate immediately following the closing of the Transactions. The Mergers will be effected as described in the following diagram:
[MISSING IMAGE: tv514564_orgchrt1.jpg]
Consideration to the Company Owners
As consideration for all of the outstanding shares of the Company, the Company Owners will receive 217.5 million ordinary shares of Clarivate (subject to adjustment as described below).
In the Jersey Merger, each ordinary share of the Company will be converted into a number of ordinary shares of Clarivate equal to the Exchange Ratio (as defined below), with any fraction of an ordinary share of Clarivate in respect of such holder’s aggregate ordinary shares of the Company rounded off to the nearest whole ordinary share of Clarivate.
Each option to purchase ordinary shares of the Company shall automatically be converted into an option to purchase ordinary shares of Clarivate with respect to that number of ordinary shares of Clarivate that is equal to the product of  (a) the number of ordinary shares of the Company subject to such the Company option as of immediately prior to the Jersey Merger, multiplied by (b) the Exchange Ratio, rounded down to the nearest whole number of ordinary shares of Clarivate, at an exercise price per ordinary share of Clarivate equal to the quotient obtained by dividing (i) the per share exercise price of such Company option (after giving effect to the reduction equal to the per share value of the Tax Receivable Agreement) by (ii) the Exchange Ratio, rounded up to the nearest whole cent.
The Exchange Ratio equals (a) (i) the amount of Excess Expenses divided by $10.00 plus (ii) 217,500,000 divided by (b) 1,646,223.01, which is formulaically expressed as:
Exchange Ratio = [(the amount of Excess Expenses / $10.00) + 217,500,000] / 1,646,223.01
The amount of Excess Expenses is the amount, if any, by which certain fees and expenses of Churchill incurred in connection with the Transactions or otherwise exceeds $45.9 million. If the amount of Excess Expenses is zero or a negative number, the amount calculated in clause (i) above shall be zero. The number referred to in clause (b) above shall be equitably adjusted in the event that any Company options are exercised after the date of the Merger Agreement.
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For additional information, please read the discussion under the heading “Director and Executive Officer Compensation — Employee Share Plans.”
Consideration to Churchill Holders
Each outstanding share of common stock of Churchill shall be converted into one ordinary share of Clarivate. The outstanding warrants of Churchill shall, by their terms, automatically entitle the holders to purchase ordinary shares of Clarivate upon consummation of the business combination.
The Sponsor Agreement provides that the ordinary shares of Clarivate and Clarivate warrants to be issued to sponsor, the founders and Garden State in connection with the Mergers will be subject to a three-year lock-up restriction (partially reduced to two years, under certain circumstances). The Sponsor Agreement also provides that the ordinary shares of Clarivate to be issued to the sponsor in connection with the Mergers in respect of founder shares and available for distribution to Jerre Stead, Michael Klein and Sheryl von Blucher and the Clarivate warrants held by the sponsor and available for distribution to such persons and to Garden State, in each case, will be subject to certain time and performance-based vesting provisions as described under “The Business Combination Proposal — Related Agreements — Sponsor Agreement”.
Pro Forma Ownership of the Company Owners and Churchill Holders
At the closing of the Transactions, the Company Owners will hold approximately 74% of the issued and outstanding ordinary shares of Clarivate and current stockholders of Churchill will hold approximately 26% of the issued and outstanding shares of Clarivate (assuming no holder of Churchill’s public shares exercises redemption rights as described in this proxy statement/prospectus and excluding the impact of 52.8 million warrants, approximately 24.5 million compensatory options issued to Company management (based on the number of options to purchase Company ordinary shares outstanding as of December 31, 2018) and 10.6 million ordinary shares of Clarivate owned of record by the sponsor and available for distribution to Jerre Stead, Michael Klein and Sheryl von Blucher following the expiration of applicable lock-up and vesting restrictions). After giving effect to the satisfaction of the vesting restrictions, the Company Owners will hold approximately 71% of the issued and outstanding ordinary shares of Clarivate.
Related Agreements
Sponsor Agreement
In connection with the execution of the Merger Agreement, the sponsor, the founders and Garden State entered into the Sponsor Agreement pursuant to which they have agreed to comply with the provisions of the Merger Agreement applicable to such persons as well as the covenants set forth in the Sponsor Agreement, including voting all shares of common stock of Churchill beneficially owned by such persons in favor of the Transactions.
The Sponsor Agreement provides that the ordinary shares of Clarivate and Clarivate warrants to be issued to such persons in connection with the Mergers will be subject to a three-year lock-up restriction (partially reduced to two years in the event Onex and/or Baring sell any ordinary shares of Clarivate prior to such date).
The Sponsor Agreement also provides that the ordinary shares of Clarivate to be issued to the sponsor in connection with the Mergers in respect of founder shares and available for distribution to Jerre Stead, Michael Klein and Sheryl von Blucher and the Clarivate warrants held by the sponsor and available for distribution to such persons and to Garden State, in each case, will be subject to certain time and performance-based vesting provisions described below.
50% of the ordinary shares of Clarivate held by Jerre Stead, Michael Klein and Sheryl von Blucher will vest in three equal annual installments, with the first, second and third installments vesting on the first, second and third anniversaries of the closing of the Transactions, respectively. 25% of the ordinary shares of Clarivate held by such persons will vest at such time as a $15.25 Stock Price Level (as defined below) is achieved on or before the date that is 42 months after the closing of the Transactions, and 25% of the
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ordinary shares of Clarivate held by such persons will vest at such time as a $17.50 Stock Price Level is achieved on or before the fifth anniversary of the closing of the Transactions. The ordinary shares of Clarivate that are subject to vesting at the $15.25 Stock Price Level shall be eligible to vest with the ordinary shares subject to the $17.50 Stock Price Level if the $15.25 Stock Price Level is not achieved on or before the date that is 42 months after the closing of the Transactions. If any of the ordinary shares of Clarivate subject to such Stock Price Level vesting vest prior to the third anniversary of the closing of the Transactions, such ordinary shares of Clarivate shall also be subject to the time-based vesting described in the first sentence of this paragraph.
The Clarivate warrants held by Jerre Stead, Michael Klein, Sheryl von Blucher and Garden State will vest at such time as a $17.50 Stock Price Level is achieved on or before the fifth anniversary of the closing of the Transactions; provided that none of such Clarivate warrants will vest prior to the first anniversary of the closing of the Transactions, not more than 1/3 of such Clarivate warrants will vest prior to the second anniversary of the closing of the Transactions, and not more than 2/3 of such Clarivate warrants will vest prior to the third anniversary of the closing of the Transactions.
In addition, if a $20.00 Stock Price Level is achieved on or before the sixth anniversary of the closing of the Transactions, Clarivate shall allot and issue up to 5,000,000 newly-issued ordinary shares of Clarivate to the persons designated by Jerre Stead and Michael Klein (or, in the event of death or incapacity of either, by his respective successor). Such newly-issued ordinary shares of Clarivate are referred to as the “Incentive Shares”.
In the event of certain sale transactions involving the ordinary shares of Clarivate or all or substantially all of the assets of Clarivate, the unvested ordinary shares of Clarivate subject only to time-based vesting shall automatically become vested. The unvested ordinary shares of Clarivate subject to performance-based vesting and the unvested Clarivate warrants subject to performance-based vesting will vest if the per share price implied in such sale transaction is equal to or greater than the applicable Stock Price Level. The Incentive Shares will also become issuable if the per share price implied in such sale transaction is equal to or greater than $20.00. For the sake of clarity, all unvested ordinary shares of Clarivate subject to performance-based vesting and the unvested Clarivate warrants subject to performance-based vesting will not vest if the per share price implied in such sale transaction is less than the applicable Stock Price Level.
Ordinary shares of Clarivate that are subject to performance-based vesting will be forfeited for no consideration to the Company Owners if they do not vest in accordance with the Sponsor Agreement. Clarivate warrants that are subject to performance-based vesting may be transferred to the Company Owners (with respect to the Clarivate warrants held by Jerre Stead, Michael Klein and Sheryl von Blucher) or Clarivate (with respect to the Clarivate warrants held by Garden State), in each case, for a purchase price equal to the original cost of such warrants, in certain circumstances if they do not vest in accordance with the Sponsor Agreement.
The applicable “Stock Price Level” will be considered achieved only when the last reported sale price per ordinary share of Clarivate on the NYSE equals or exceeds the applicable threshold for any 40 trading days during a 60 consecutive trading day period, which 60 consecutive trading day period will not commence until the earlier of  (i) the date on which Onex or Baring sell any of their respective ordinary shares of Clarivate to a third party that is not an affiliate of Onex, Baring, any founder, sponsor or Garden State or (ii) the first anniversary of the closing of the Transactions.
Pursuant to the Sponsor Agreement, Jerre Stead (personally or through his designee, JMJS Group-II, LP) and Michael Klein have agreed to purchase from Churchill an aggregate of 1,500,000 shares of common stock of Churchill immediately prior to the closing of the Transactions for an aggregate purchase price of  $15,000,000.
The Sponsor Agreement provides for certain “tag-along” rights in favor of the sponsor, if applicable, the founders and Garden State upon certain sales of ordinary shares of Clarivate by Onex or Baring following the expiration of the lock-up period described above. In addition, the Sponsor Agreement provides for certain “drag-along” rights in favor of Onex and Baring which permit Onex and Baring to
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require the founders, Garden State and, if applicable, the sponsor to sell a proportionate number of ordinary shares of Clarivate held by such persons if Onex and Baring propose to transfer 50% or more of the ordinary shares of Clarivate then-held by Onex and Baring.
The Sponsor Agreement terminates on the earlier of  (i) the latest of  (w) the expiration of the lock-up period described above, (x) the vesting in full and delivery of all ordinary shares of Clarivate and Clarivate warrants subject to vesting as described above, (y) the issuance of the Incentive Shares or (z) if the Incentive Shares have not been issued on or prior to the sixth anniversary of the Closing, the day after the sixth anniversary of the Closing or (ii) prior to the closing of the Transactions, the liquidation of Churchill or, if the closing of the Transactions shall have occurred, the liquidation of Clarivate.
Registration Rights Agreement
The Company Owners, the sponsor, the founders and Garden State will be granted certain rights, pursuant to the Registration Rights Agreement which will be entered into at or prior to the closing of the Transactions. Pursuant to the Registration Rights Agreement, such persons will be entitled to have registered, in certain circumstances, the resale of the ordinary shares of Clarivate held by them, subject to certain conditions set forth therein. The registration rights described in this paragraph apply to (i) all ordinary shares of Clarivate owned of record by such persons and (ii) Clarivate warrants held by such persons (including any ordinary shares of Clarivate issued or issuable upon the exercise of any such warrant) (the “registrable securities”), except that registrable securities shall only include ordinary shares of Clarivate or Clarivate warrants that are subject to vesting under the Sponsor Agreement in certain circumstances. Onex will be entitled to request that Clarivate register its ordinary shares on one or more occasions in the future, which registrations may be “shelf registrations.” In addition, (a) Baring shall be entitled to three such requests and (b) the sponsor, the founders and Garden State, through their “Sponsor Representative” (who shall initially be Jerre Stead), shall be entitled to one such request (which shall be increased to three such requests if Onex and Baring beneficially own, in the aggregate, less than 200,000 ordinary shares of Clarivate). The parties to the Registration Rights Agreement will also be entitled to participate in certain registered offerings by Clarivate or demand registrations by the other parties to the Registration Rights Agreement, subject to certain limitations and restrictions. Clarivate will pay certain expenses of the parties incurred in connection with the exercise of their rights under the Registration Rights Agreement. Any securities will cease to be registrable securities under the Registration Rights Agreement when (1) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of under such registration statement, (2) in the case of such securities held by Onex, Baring, the sponsor, the founders and Garden State, they shall have been distributed to the public pursuant to Rule 144 under the Securities Act (or any similar rule that may be adopted by the SEC), (3) in the case of such securities held by management of the Company, they shall have become eligible for distribution to the public pursuant to Rule 144 under the Securities Act (or any similar rule that may be adopted by the SEC) or (4) they shall have ceased to be outstanding.
Director Nomination Agreement
Pursuant to the Director Nomination Agreement, Jerre Stead, or his successor pursuant to the terms of the Director Nomination Agreement (such individual, the “Designated Shareholder”), will have the right to designate up to four nominees for the election to Clarivate’s board of directors for so long as Jerre Stead, Michael Klein, Sheryl von Blucher and their permitted transferees (collectively, the “Shareholder Group”) own at least 20% of the number of ordinary shares of Clarivate issued to the Shareholder Group in connection with the Mergers in respect of founder shares (such shares the “Initial Shares”). The number of nominees that the Designated Shareholder is entitled to nominate under the Director Nomination Agreement is dependent on the number of ordinary shares of Clarivate held by the Shareholder Group at any time. For so long as the Shareholder Group beneficially owns a number of ordinary shares of Clarivate greater than 80% of the Initial Shares, the Designated Shareholder will have the right to nominate four directors; less than 80% and equal to or greater than 60% of the Initial Shares, the Designated Shareholder will have the right to nominate three directors; less than 60% and equal to or greater than 40% or the Initial Shares, the Designated Shareholder will have the right to nominate two directors; or less than 40% and equal to or greater than 20% of the Initial Shares, the Designated Shareholder will have the right to nominate one director. In addition, the Designated Shareholder will have the right to designate the
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replacement for any of his designees whose board service has terminated prior to the end of the director’s term, provided that such nominee is reasonably acceptable to a majority of the directors not appointed by the Designated Shareholder. The Designated Shareholder will also have the right to have one designee participate on each committee of the board of directors of Clarivate, subject to compliance with applicable law and stock exchange listing rules. The Director Nomination Agreement further provides that the Designated Shareholder’s initial nominees will be Jerre Stead, Michael Klein, Balakrishnan Iyer and Sheryl von Blucher.
Until the third anniversary of the consummation of the Transactions, Jerre Stead shall serve as the Executive Chairman of the board of directors of Clarivate, subject to his earlier death, disability, resignation or retirement or removal in certain circumstances. If Jerre Stead is still serving as Executive Chairman on the third anniversary of the consummation of the Transactions, his term as Executive Chairman shall be extended until the sixth anniversary of the consummation of the Transactions unless, not earlier than 90 days nor later than 30 days prior to such third anniversary, the board of directors of Clarivate reasonably determines that it is no longer in the best interests of the Company for Jerre Stead to serve as Executive Chairman.
Amended and Restated Shareholders Agreement
In connection with execution of the Merger Agreement, the Company Owners have agreed to replace the existing Shareholders Agreement of the Company, dated as of October 3, 2016 (the “Original Shareholders Agreement”) with the A&R Shareholders Agreement. The Original Shareholders Agreement will remain in effect until the closing of the Transactions, at which time the A&R Shareholders Agreement will become effective.
The A&R Shareholders Agreement provides that Onex and Baring will have the right to designate up to nine nominees for the election to Clarivate’s board of directors. Onex and Baring will have the right to designate nominees for election to Clarivate’s board of directors so long as they own at least 7.5% of the number of ordinary shares of Clarivate owned by Onex and Baring, collectively, at the closing of the Transactions (the “Onex/Baring Initial Shares”). As between Onex and Baring, Baring will have the right to designate two nominees so long as it beneficially owns a number of ordinary shares of Clarivate greater than or equal to 50% of the ordinary shares of Clarivate owned by Baring at the closing of the Transactions and the right to designate one nominee so long as Baring beneficially owns a number of ordinary shares of Clarivate greater than or equal to 20% of the ordinary shares of Clarivate owned by Baring at the closing of the Transactions. The number of designees that Onex and Baring are entitled to nominate decreases as follows:

Nine directors, so long as Onex and Baring beneficially own a number of ordinary shares of Clarivate greater than or equal to 70% of the Onex/Baring Initial Shares;

Eight directors, so long as Onex and Baring beneficially own a number of ordinary shares of Clarivate greater than or equal to 65% of Onex/Baring Initial Shares;

Seven directors, so long as Onex and Baring beneficially own a number of Ordinary Shares greater than or equal to 60% of the Onex/Baring Initial Shares;

Six directors, so long as Onex and Baring beneficially own a number of ordinary shares of Clarivate greater than or equal to 55% of the Onex/Baring Initial Shares;

Five directors, so long as Onex and Baring beneficially own a number of ordinary shares of Clarivate greater than or equal to 50% of the Onex/Baring Initial Shares;

Four directors, so long as Onex and Baring beneficially own a number of ordinary shares of Clarivate greater than or equal to 40% of the Onex/Baring Initial Shares;

Three directors, so long as Onex and Baring beneficially own a number of ordinary shares of Clarivate greater than or equal to 30% of the Onex/Baring Initial Shares;

Two directors, so long as Onex and Baring beneficially own a number of ordinary shares of Clarivate greater than or equal to 20% of the Onex/Baring Initial Shares; and
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One director, so long as Onex and Baring beneficially own a number of ordinary shares of Clarivate greater than or equal to 7.5% of the Onex/Baring Initial Shares.
The A&R Shareholders Agreement also prohibits each of Onex and Baring from transferring ordinary shares of Clarivate other than to certain permitted transferees, with the approval of Onex and Baring, in connection with the tag-along rights described below or in a public offering. Onex shall also be permitted to transfer its ordinary shares of Clarivate following October 3, 2021, subject to the tag-along rights described below. Neither Onex nor Baring may transfer any ordinary shares of Clarivate (other than to certain permitted transferees) prior to the expiration of a 180-day lock-up period following the closing of the Transactions. Company management included in the Company Owners party to the A&R Shareholders Agreement shall be prohibited from transferring their respective ordinary shares of Clarivate other than to certain permitted transferees, in a public offering or with the approval of the board of directors of Clarivate.
The A&R Shareholders Agreement includes certain “tag-along” rights in favor of Baring upon certain sales of ordinary shares of Clarivate by Onex.
Headquarters; Stock Symbols
After completion of the Transactions:

the corporate headquarters and principal executive office of Clarivate will be located at Friars House, 160 Blackfriars Road, London, SE1 8EZ, UK, which is the Company’s corporate headquarters; and

if the parties’ application for listing is approved, Clarivate’s ordinary shares and warrants will be traded on the NYSE under the symbols CCC and CCC WS, respectively.
Background of the Transactions
Churchill is a blank check company formed as a corporation in Delaware on June 20, 2018 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. The business combination with the Company is the result of an extensive search for a potential transaction utilizing the global network and investing and transaction experience of Churchill’s management team and board of directors. The terms of the Merger Agreement are the result of arm’s-length negotiations between representatives of Churchill and the Company Owners. The following is a brief discussion of the background of these negotiations, the Merger Agreement and Transactions.
On September 11, 2018, Churchill completed its initial public offering. Prior to the consummation of the Churchill IPO, neither Churchill, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Churchill.
From the date of the Churchill IPO through the signing of the Merger Agreement with the Company on January 14, 2019 representatives of Churchill contacted and were contacted by a number of individuals and entities with respect to business combination opportunities and engaged with several possible target businesses in discussions with respect to potential transactions. During that period, Jerre Stead, the Chief Executive Officer and a Director of Churchill, Michael Klein, Chairman of Churchill, Sheryl von Blucher, Chief Operating Officer and a director of Churchill, and Peter M. Phelan, Chief Financial Officer of Churchill, and representatives of M. Klein and Company:

developed a list of 50 or more business combination candidates;

held conversations with numerous potential targets and their sponsors either initiated by them or by the potential target or its sponsor;

identified and evaluated five potential transactions, including the Company, all in the information services segment of the technology services and software industry, prior to focusing its efforts on a business combination transaction with the Company.
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The decision not to pursue the alternative acquisition targets was generally the result of one or more of (i) Churchill’s determination that these businesses did not represent as attractive a target as the Company due to a combination of business prospects, strategy, management teams, structure and valuation, (ii) Churchill’s decision to pursue a business combination with the Company, (iii) a difference in valuation expectations between Churchill, on the one hand, and a seller, on the other hand or (iv) a potential target’s failure to satisfy the 80% test.
On September 14, 2018, Anthony Munk of Onex called Michael Klein to discuss Churchill and the potential rationale for a transaction between the Company and Churchill. After the call, Mr. Munk emailed Mr. Klein overview materials about the Company.
On October 9, 2018, Messrs. Stead, Klein and Phelan and Ms. von Blucher of Churchill had an introductory dinner with Mr. Munk, Kosty Gilis and Amir Motamedi of Onex to discuss the rationale for a transaction with the Company.
On October 12, 2018, Messrs. Klein and Phelan met with Messrs. Munk, Ian Gutwinski and Motamedi at Onex’s offices in New York City to discuss a potential transaction with the Company, including potential transaction structures and the process for Churchill to complete a transaction in light of its status as a special purpose acquisition company. Tyler Dickson and Neil Shah of Citigroup Inc. (“Citi”) joined the meeting by telephone and spoke about the process for Churchill to complete a business combination from a capital markets perspective. Mr. Gilis and Belal Yassine of Onex also participated in the meeting by video conference.
On October 17, 2018, representatives of Onex met with the Churchill management team at Onex’s office to introduce Jay Nadler of the Company, to further discuss the rationale for a transaction with the Company and provide an overview of the Company’s business. Other attendees included Messrs. Stead (telephonically), Klein and Phelan and Ms. von Blucher (telephonically), and Messrs. Munk, Gilis, Motamedi, Paul Edwards (telephonically), Mr. Yassine (telephonically) and Mr. Gutwinski of Onex.
On October 26, 2018, Messrs. Stead, Klein and Phelan and Ms. von Blucher met with Messrs. Munk, Gilis, Motamedi, Gutwinski, Edwards (telephonically) and Yassine (telephonically) and Nadler at Onex’s offices to further discuss the Company’s business and the strategic rationale for a transaction. These attendees, other than Ms. von Blucher, continued these discussions at a dinner meeting.
On October 30, 2018, Churchill engaged Blank Rome LLP (“Blank Rome”) as transactional counsel for a potential transaction with the Company.
On November 1, 2018, Messrs. Klein, Phelan and a representative of M. Klein and Company met with Messrs. Munk, Gilis and Motamedi to further discuss a potential transaction, including structuring and timing. Messrs. Stead, Edwards and Yassine also joined telephonically.
On November 7, 2018, Churchill engaged Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel for a potential transaction with the Company.
On November 11, 2018, Messrs. Stead, Klein and Phelan and representatives of M. Klein and Company had a telephonic meeting with the Onex team and Messrs. Dickson, Shah, Rick Diamond and Clayton Hale of Citi to discuss the valuation of the Company in connection with a potential transaction. Messrs. Munk, Gilis, Motamedi, Edwards, Gutwinski and Yassine attended for Onex.
On November 12, 2018, Churchill’s board of directors met (telephonically). Churchill’s board of directors discussed Churchill’s activities since the Churchill IPO, including the evaluation of merger candidates in the business information sector and its recent focus on the Company as a potential candidate.
On November 15, 2018, the investment committee of Churchill’s board of directors met to discuss a potential transaction with the Company, including a discussion of the rationale for a transaction with the Company, an overview of the Company and a timeline for a potential transaction.
On November 21, 22 and 24, 2018, Messrs. Klein and Stead spoke telephonically to further discuss a potential transaction with the Company. On November 25, Mr. Munk sent Mr. Klein a high-level summary of a preliminary proposal of potential transaction terms.
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On November 28, 2018, Churchill commenced its due diligence review of the Company and retained various advisors to assist it in this review, including Steve Green, Heather Matzke-Hamlin and Clifford Smith, as consultants to Churchill, M. Klein and Company as its financial advisor and Ernst & Young LLP (“Ernst & Young”).
From November 28, 2018, through January 14, 2019 (the date the Merger Agreement was signed), various representatives of Churchill, the Company, Onex, M. Klein and Company, Blank Rome and Ernst & Young conducted extensive due diligence of the Company through document review and numerous telephonic conferences and in-person meetings, covering various areas, including, but not limited to: commercial operations; financial results; tax; human resources; information technology; cyber security and data privacy; litigation and legal compliance; intellectual property; insurance; and general corporate matters. These meetings and calls included a series of sessions at Onex’s offices in New York City on November 28 and November 29, 2018, which also included other members of the Company management such as Messrs. Nadler, Richard Hanks, Steve Hartman, Chris Veator, Daniel Videtto, Jeff Roy, and Ms. Annette Thomas.
On December 1, 2018, Messrs. Klein and Nadler met in New Jersey to discuss various topics related to a potential transaction.
On December 9, 2018, Blank Rome, as counsel to Churchill, and Latham & Watkins LLP (“Latham & Watkins”), as counsel to the Company, first discussed the proposed terms of an agreement and plan of merger.
On December 11, 2018, Churchill’s board of directors met to discuss a preliminary understanding with the Company Owners regarding a potential transaction with the Company, including a discussion of the proposal and timeline for a transaction, an overview of the Company’s business and financial highlights of the Company.
On December 13, 2018, management of Churchill, representatives of M. Klein and Company, Onex and the Company met telephonically to discuss transaction timing, marketing, efforts to prepare and complete a proxy statement for a transaction, tax structuring and diligence of existing Company management equity. Attendees for the calls included Messrs. Stead, Klein, Phelan, Ms. von Blucher for Churchill; Messrs. Smith and Green and representatives of M. Klein and Company, Messrs. Munk, Gilis, Motamedi, Edwards, Yassine and Carlo Chiarot of Onex and Messrs. Nadler, Hanks, Hartman and Michael Paek, Ms. Kathy Sullivan and Christine Archbold of the Company. Representatives of Latham & Watkins joined the tax meeting and management equity telephone calls.
On December 17, 2018, the investment committee of Churchill’s board of directors met to discuss the proposed Company transaction. The items discussed were the rationale for the transaction with the Company, business and financial highlights, the information services industry and a discussion of risks and issues regarding the Company and a potential transaction with the Company. Messrs. Munk and Gilis attended a portion of this meeting to provide an overview of Onex and to discuss their views of the Company. Separately, Messrs. Dickson and Shah joined a portion of the meeting telephonically to provide the board with an overview of the process and timeline of a potential transaction.
A meeting was held on December 20, 2018, at Onex’s offices in New York City to further discuss a potential transaction among Messrs. Stead, Klein and Phelan of Churchill; representatives of M. Klein and Company, Messrs. Munk, Gilis, Motamedi, Edwards and Yassine of Onex; and Messrs. Nicholas Macksey, Matthew Scattarella and Jack Hennessy of Baring.
Between December 24, 2018, and January 14, 2019, Blank Rome and Latham & Watkins continued to negotiate transaction documents, including the Merger Agreement and Sponsor Agreement.
On January 2, 2019, there was a due diligence update call among Churchill and its advisors in which the participants reviewed the outcomes of their due diligence efforts. This included, among other items, a review of commercial operations; financial results; tax; human resources; information technology; cyber security and data privacy; litigation and legal compliance; intellectual property; insurance; and general corporate matters.
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From January 2, 2019, to January 14, 2019, Messrs. Klein and Gilis had several discussions regarding various aspects of the transaction terms.
On January 3, 2019, there was a telephonic meeting of Messrs. Gilis, Motamedi, Edwards and Yassine of Onex, Messrs. Klein and Stead and Ms. von Blucher of Churchill, together with representatives of Latham & Watkins and Blank Rome to discuss open deal points.
On January 8, 2019, Churchill held a meeting with its board of directors to review the transaction. Messrs. Klein and Stead provided an extensive review of the due diligence progress, the characteristics of the Company’s business, the outlook for future performance and other potential considerations. Mr. Stead also stated that there was additional work to be completed with regards to certain areas, including finalizing the 2019 forecast and transaction documentation. The board approved the Merger Agreement and the Transactions subject to management’s satisfactory completion of due diligence and negotiation of final agreements.
On January 13, 2019, there was a Churchill board meeting to provide an additional update to the board on the transaction status. Messrs. Klein and Stead provided an update on the development of the forecast and the negotiation of the final transaction documents and recommended that the board confirm its approval of the Transactions. The board confirmed their approval of the Transactions based on the update provided.
The Merger Agreement and Sponsor Agreement were signed on January 14, 2019.
On February 26, 2019, the parties entered into Amendment No. 1 to the Merger Agreement to make certain technical amendments to the Merger Agreement.
Churchill’s Board of Directors’ Reasons for Approval of the Transactions
Churchill’s board of directors, in evaluating the Transactions, consulted with Churchill’s management and legal and financial advisors. In reaching its unanimous resolution (i) that the terms and conditions of the Merger Agreement, including the proposed Transactions, are advisable, fair to, and in the best interests of Churchill and its stockholders and (ii) to recommend that stockholders adopt and approve the Merger Agreement and approve the Transactions contemplated therein, Churchill’s board considered a range of factors, including but not limited to, the factors discussed below. In light of the number and wide variety of factors, the Churchill board did not consider it practicable to and did not attempt to quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The Churchill board viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of Churchill’s reasons for the Transactions and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”
In approving the Transactions, the Churchill board determined not to obtain a fairness opinion. The officers and directors of Churchill, including Mr. Stead and Ms. von Blucher, have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of Churchill’s financial advisors, including Citi and M. Klein and Company; enabled them to make the necessary analyses and determinations regarding the Transactions with the Company. In addition, Churchill’s officers and directors and Churchill’s advisors have substantial experience with mergers and acquisitions.
In considering the Transactions, the Churchill board of directors gave considerable weight to the following factors:

Favorable Industry Trends.   The information services market is experiencing a number of favorable trends, including the potential to deploy new technologies to access the predictive analytics and data market which was estimated by International Data Corporation to reach $155 billion in 2018;
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Global, Information Services Leadership.   The Company is the leading global information services and analytics company serving the scientific research, intellectual property and life sciences end-markets with a comprehensive suite of intellectual property and scientific information and analytical tools and services;

Strong Platform with High Quality Assets.   The Company has proprietary databases of highly curated content that are deeply integrated into its customers’ systems, operations and workflow. Churchill believes that the Company’s platform and high quality assets lead to a sustained competitive advantage, as well as highly visible recurring revenues that are generally non-cyclical;

Recurring Revenues Model with High Retention Rates.   The Company has a highly attractive fully digital delivery model, with subscription and recurring revenues representing approximately 82% of the total revenues base, and annual revenue renewal rates in excess of 90%;

Global Customer Base.   The Company has a global customer base with revenues from North America, Europe, APAC and Emerging Markets accounting for approximately 46%, 25%, 22% and 7%, respectively, of revenues for the twelve months ended December 31, 2018;

Platform Supports Further Growth Initiatives.   The Company’s platform supports further expansion of the Company’s footprint with existing customers, new customer additions and expansion into new markets and geographic regions in order to facilitate the achievement of revenues growth;

Opportunities for Standalone Adjusted EBITDA Growth and Margin Expansion.   Further commercial, operational and cost structure improvements, such as simplifying the organizational structure, optimizing sales efforts and assessing pricing strategy, exist given the Company’s recent separation from Thomson Reuters that could significantly increase Standalone Adjusted EBITDA growth and margin expansion;

Synergistic Acquisition Opportunities.   The Company believes that there are various incremental acquisition opportunities to expand and enhance the Company’s platform which could increase Standalone Adjusted EBITDA growth. The Company’s strong platform and recurring cash flow support add-on acquisitions in vertical markets, as well as transformative acquisitions to address whitespace opportunities;

Improved Financial Flexibility.   As a result of the Company Owners rolling over all of their equity into Clarivate and the use of a portion of the cash proceeds from the Transactions to pay down the existing debt, the company’s financial flexibility is expected to benefit the planned acquisition strategy and achieve Standalone Adjusted EBITDA growth;

Commitment of the Company Owners.   The Churchill board believes that the Company Owners retaining 100% of their equity interests in the Transactions reflects their belief in and commitment to the continued growth prospects of the combined company;

Attractive Valuation.   As more fully described under “— Comparable Company Analysis”, the purchase price values the Company at a discount to selected comparable companies on a pro forma implied total enterprise value as a multiple of the Company’s 2019E Standalone Adjusted EBITDA;

Optimally Sized Transaction.   Upon consumption of the Transactions, the Company stockholders will hold approximately 74% of the outstanding capital stock of Clarivate and Churchill’s stockholders will hold approximately 26% of the outstanding capital stock assuming of Clarivate (assuming no holder of public shares exercises redemption rights and excluding the 10.6 million ordinary shares of Clarivate which will be subject to vesting restrictions); and

Highly Complementary Management Teams.   Jerre Stead, formerly both Chairman and CEO of IHS Markit Ltd (“IHS Markit”), will be Executive Chairman of Clarivate following the Merger. His leadership skills and experience in the information services sector will be highly complementary to the skills and experience of CEO Jay Nadler and the strong management team that he has assembled at the Company.
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The Churchill board also considered a variety of uncertainties and risks and other potentially negative factors concerning the business combination, including, but not limited to, the following:

Macroeconomic Risks.   Macroeconomic uncertainty and the effects it could have on the combined company’s revenues;

Benefits May Not Be Achieved.   The risk that the potential benefits of the Transactions may not be fully achieved or may not be achieved within the expected timeframe;

Cost Savings and Growth Initiatives May Not be Achieved.   The risk that the cost savings and growth initiatives may not be fully achieved or may not be achieved within the expected timeframe;

Foreign Holding Company Structure.   The added risks that would be present in the proposed post-merger structure, such as the risk of being able to enforce future judgments against a foreign company, that would not have been present if the combined company remained a U.S. domiciled entity;

Tax Receivable Agreement.   The risk that payments related to a tax receivable agreement may limit the availability of capital to support the Company’s growth initiatives, including M&A activities; and

Other Risks.   Various other risks associated with the business of the Company, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.
The Churchill board concluded that the potential benefits that it expected Churchill and its shareholders to achieve as a result of the Transactions outweighed the potentially negative factors associated with the Transactions. The board also noted that the Churchill stockholders would have a substantial economic interest in the combined company (depending on the level of Churchill stockholders that sought redemption of their public shares into cash). Accordingly, the board unanimously determined that the Merger Agreement and the Transactions contemplated therein, were advisable, fair to, and in the best interests of the Churchill and its stockholders.
Certain Forecasted Financial Information for the Company
The Company provided Churchill with its internally prepared forecasts for period ending December 31, 2018 and preliminary budget for 2019. This prospective financial information was not prepared with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The forecasts were prepared solely for internal use, capital budgeting, covenant compliance planning and other management purposes. As such, they include certain pro forma adjustments that are permissible under the covenants in the Company’s Credit Agreement. The forecasts are subjective in many respects and therefore susceptible to varying interpretations and the need for periodic revision based on actual experience and business developments, and were not intended for third-party use, including by investors or holders. You are cautioned not to rely on the forecasts in making a decision regarding the transaction, as the forecasts may be materially different than actual results.
The forecasts are based on information as of the date of this proxy statement/prospectus and reflect numerous assumptions including assumptions with respect to general business, economic, market, regulatory and financial conditions and various other factors, all of which are difficult to predict and many of which are beyond the Company’s control, such as the risks and uncertainties contained in the section entitled “Risk Factors.” The most significant assumptions upon which the Company’s management based its forecasts and the reasonable and supportable basis for those assumptions are, among other things, subscription revenue growth being driven by the higher ACV entry rate in 2019 as well as the benefit of new sales and an improvement in renewal rates. Transactional revenues are assumed to show some modest year to year growth with professional services revenue assumed to be flat year to year. Expense growth is assumed to be in line with inflation as increases in personnel related costs from higher headcount and merit compensation are offset by higher capitalization of internal and external staff. Capital expenditure assumptions reflect a return to historical spending levels seen in 2015 and 2016.
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The Company believes that the assumptions used to derive its forecasts are both reasonable and supportable. The Company’s management derived its forecasts based on modeling revenues growth assumptions and estimates of controllable expenditures. In preparing the models, the Company’s management relied on a number of factors, including the executive team’s significant experience in the content, data and analytics sector and the actual performance of the Company and its acquired companies since its separation from Thomson Reuters in October 2016.
Although the assumptions and estimates on which the forecasts for revenues and costs are based are believed by Churchill’s management to be reasonable and based on the best then currently available information, including information made available by the Company and additional anticipated cost-saving initiatives that the Company expects to implement in 2019, the financial forecasts are forward-looking statements that are based on assumptions that are inherently subject to significant uncertainties and contingencies, many of which are beyond the Company’s and Churchill’s control. There will be differences between actual and forecasted results, and actual results may be materially greater or materially less than those contained in the forecasts. The inclusion of the forecasted financial information in this proxy statement/prospectus should not be regarded as an indication that the Company or Churchill or their respective representatives considered or consider the forecasts to be a reliable prediction of future events, and reliance should not be placed on the forecasts.
The forecasts were requested by, and disclosed to, Churchill for use as a component in its overall evaluation of the Company, and are included in this proxy statement/prospectus on that account. The Company has not warranted the accuracy, reliability, appropriateness or completeness of the forecasts to anyone, including to Churchill. Neither the Company’s management nor any of its representatives has made or makes any representation to any person regarding the ultimate performance of the Company compared to the information contained in the forecasts, and none of them intends to or undertakes any obligation to update or otherwise revise the forecasts to reflect circumstances existing after the date when made or to reflect the occurrence of future events in the event that any or all of the assumptions underlying the forecasts are shown to be in error. Accordingly, they should not be looked upon as “guidance” of any sort. Clarivate will not refer back to these forecasts in its future periodic reports filed under the Exchange Act. The forecasts reflect the consistent application of the accounting policies of the Company and should be read in conjunction with the accounting policies included in Note 3 — “Summary of Significant Accounting Policies” accompanying the historical audited consolidated financial statement of the Company included elsewhere in this proxy statement/prospectus.
The prospective financial information included in this proxy statement/prospectus has been prepared by, and is the responsibility of, the Company’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed upon procedures with respect to the accompanying prospective financial information and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report included in this proxy statement/prospectus relates to the Company’s previously issued financial statements. It does not extend to the prospective financial information and should not be read to do so.
In its presentation to the board of directors, Churchill management presented the 2018 forecast from the Company that was available at that time. Churchill management also presented a preliminary 2019 forecast that was adjusted for certain additional cost savings initiatives that Churchill expected to be implemented in 2019. The key elements of the forecasts considered by Churchill’s board are summarized below:
Fiscal Year Ended December 31,
($ in millions)
2018E
2019E Low
2019E High
Adjusted Revenues(1)
$ 952 $ 962 $ 995
Standalone Adjusted EBITDA(2)(3)
$ 314 $ 330 $ 350
(1)
The Company defines Adjusted revenues as Revenues, net adjusted for the impact of the deferred revenues purchase accounting adjustment and revenues attributable to Intellectual Property Management Product Line. The Company does not expect to have adjustment to revenues after 2018.
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(2)
The Company defines Standalone Adjusted EBITDA as net (loss) income before provision for income taxes, depreciation and amortization and interest income and expense, adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from the IPM Product Line which was divested in October 2018), losses on extinguishment of debt, stock-based compensation, unrealized foreign currency gains/(losses), Transition Services Agreement costs, separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenue, non-cash income/(loss) on equity and cost method investments, non-operating income or expense, the impact of certain non-cash and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance, certain unusual items impacting results in a particular period to more accurately reflect management’s view of the recurring profitability of the business, the difference between annualized run-rate savings and savings realized during that same fiscal year as well as the difference in the Company’s actual standalone costs incurred relative to the steady state standalone cost estimate that the Company expects to achieve after completion of the Transition and optimization of the standalone functions by 2021.
(3)
The Company does not provide GAAP financial measures on a forward-looking basis as it is unable to predict with reasonable certainty factors such as costs and other one-time items related to this transaction, future changes in interest rates, effective income tax rate, the future impact of unusual gains and losses, restructuring, acquisition and integration-related costs and stock based compensation due to the timing of future awards, without unreasonable effort. These items are uncertain, and depend on various factors and so this reconciliation has not been provided. These items and factors could be material to the Company’s results computed in accordance with GAAP.
Subsequent to the board meeting, and in consultation with the Company, the Standalone Adjusted EBITDA forecast was further refined and adjusted to a range of  $325 million – $345 million. The revenues forecast range was unchanged.
Comparable Company Analysis
Churchill’s management primarily relied upon a comparable company analysis to assess the value that the public markets would likely ascribe to the Company following a business combination with Churchill and this analysis was presented to the board. The relative valuation analysis was based on publicly-traded companies in the information services sector, which were determined to be leaders in this sector. The comparable companies the Churchill board reviewed within the information services sector were S&P Global Inc. (“S&P”), Moody’s Corporation (“Moody’s”), IHS Markit, FactSet Research Systems Inc. (“FactSet”), Verisk Analytics, Inc. (“Verisk”), MSCI Company (“MSCI”), and Gartner, Inc. (“Gartner”). These companies were selected by Churchill as the publicly traded companies having businesses with a similar subscription-based business model most comparable to the combined company’s business which are in the broader information services sector in the United States. However, Churchill’s board recognized that no company was identical in nature to the Company, the Company’s recent performance has been impacted by the Transition and the Company’s management team planned to pursue initiatives to enhance revenues growth and Standalone Adjusted EBITDA.
Churchill’s board of directors reviewed, among other things, the enterprise values and enterprise values as a multiple of estimated adjusted EBITDA for 2019E.
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The enterprise values and multiples for the selected comparable companies are summarized in the table below:
Company
($ in millions)
Enterprise Value
Enterprise Value/
adjusted EBITDA
2019E
S&P
$ 47,612 13.8x
Moody’s
33,321 14.0x
IHS Markit
26,394 14.8x
FactSet
8,274 15.5x
Verisk
21,282 16.8x
MSCI
15,070 17.0x
Gartner
13,970 17.7x
Information Services Median
$ 21,282 15.5x
Note:
Estimates based on market data as of January 11, 2019 and the most recent available balance sheet data for each company as of January 11, 2019.
Based on the review of these selected comparable publicly traded companies, Churchill’s board concluded that the Company’s pro forma implied total enterprise value as a multiple of Standalone Adjusted EBITDA was below the total Enterprise Value as a multiple of adjusted EBITDA of similar benchmarks of such companies. This analysis supported the Churchill board’s determination, based on a number of factors, that the terms of the Transactions were fair to and in the best interests of Churchill and its stockholders. Churchill’s board views Standalone Adjusted EBITDA as the appropriate measure of the Company’s performance since it adjusts the Company’s actual standalone costs incurred relative to the steady state cost estimate it expects to achieve after the termination of the Transition Services Agreement and the anticipated establishment and optimization of standalone functions by the end of 2020.
Satisfaction of 80% Test
It is a requirement under Churchill’s amended and restated certificate of incorporation that any business acquired by Churchill have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions at the time of the execution of a definitive agreement for an initial business combination). As of January 14, 2019, the date of the execution of the Merger Agreement, the balance of the funds in the trust account was approximately $671 million (excluding $24.15 million of deferred underwriting commissions) and 80% thereof represents approximately $537 million. In reaching its conclusion on the 80% asset test, Churchill’s board of directors used as a fair market value the $4,200 million enterprise value for the Company, which was implied based on the terms of the Transactions agreed to by parties in negotiating the Merger Agreement. This fair market value was implied based on adding (i) the $2,175 million common equity value consideration to the current Company Owners, and (ii) the $2,025 million of net debt reported by the Company as of September 30, 2018. The parties to the Merger Agreement considered factors such as the Company’s historical financial results, the future growth outlook and financial plan, as well as valuations and trading of publicly traded companies in similar and adjacent sectors. The board determined that the consideration being paid in the merger, which amount was negotiated at arms-length, was fair to, and in the best interests of, Churchill and its stockholders and appropriately reflected the Company’s value. The board based this conclusion on (i) a comparison of  (a) the ratio of enterprise value over estimated 2019 Standalone Adjusted EBITDA of 12.7x for Clarivate, based on a $4,312 million enterprise value of Clarivate after giving effect to the Transactions, to (b) the median enterprise value over estimated 2019 adjusted EBITDA of 15.5x for the selected comparable companies; (ii) a review of the 2018 and 2019 forecasts, as described above in the section “ — Certain Forecasted Financial Information for the Company”; and (iii) a range of qualitative and quantitative factors such as the Company’s leadership position, management experience, Standalone Adjusted EBITDA margin and future growth and margin expansion opportunities.
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The Churchill board of directors believes that because of the financial skills and background of its directors, it was qualified to conclude that the acquisition of the Company met the 80% requirement. Based on the fact that the $4,200 million fair market value of the Company as described above, is in excess of the threshold of approximately $537 million, representing 80% of the balance of the funds in the trust account (excluding the deferred underwriting commissions), the Churchill board determined that the fair market value of the Company was substantially in excess of 80% of the funds in the trust account and that the 80% test was met.
Interests of Churchill’s Directors and Officers in the Business Combination
In considering the recommendation of the board of directors of Churchill to vote in favor of approval of the business combination proposal, the charter amendments proposal and the other proposals, stockholders should keep in mind that the sponsor, including its directors and executive officers, have interests in such proposals that are different from, or in addition to, those of Churchill stockholders generally. In particular:

If the Transactions or another business combination are not consummated by September 11, 2020, Churchill will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding public shares for cash and, subject to the approval of its remaining stockholders and its board of directors, dissolving and liquidating. In such event, the 17,250,000 initial shares held by the sponsor that are distributable to the founders and Garden State which were acquired for an aggregate purchase price of  $25,000 prior to the Churchill IPO, would be worthless because the holders are not entitled to participate in any redemption or distribution with respect to such shares. Such shares had an aggregate market value of  $            based upon the closing price of  $            per share on the NYSE on            , 2019 the record date.

The sponsor, and through the sponsor, the founders and Garden State, purchased an aggregate of 18,300,000 private placement warrants from Churchill for an aggregate purchase price of $18,300,000 (or $1.00 per warrant). These purchases took place on a private placement basis simultaneously with the consummation of Churchill IPO. A portion of the proceeds Churchill received from these purchases were placed in the trust account. Such warrants had an aggregate market value of  $            based upon the closing price of $            per warrant on the NYSE on            , 2019, the record date. The private placement warrants will become worthless if Churchill does not consummate a business combination by September 11, 2020.

Jerre Stead will become Executive Chairman of Clarivate and Michael Klein, Sheryl von Blucher, Martin Broughton, Karen G. Mills and Balakrishnan S. Iyer will become directors of Clarivate after the closing of the Transactions. As such, in the future each will receive any cash fees, stock options or stock awards that the Clarivate board of directors determines to pay to its executive and non-executive directors.

If Churchill is unable to complete a business combination within the required time period, its executive officers will be personally liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Churchill for services rendered or contracted for or products sold to Churchill. If Churchill consummates a business combination, on the other hand, Churchill will be liable for all such claims.

The founders, including Churchill’s officers and directors, and their affiliates are entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on Churchill’s behalf, such as identifying and investigating possible business targets and business combinations. However, if Churchill fails to consummate a business combination within the required period, they will not have any claim against the trust account for reimbursement. Accordingly, Churchill may not be able to reimburse these expenses if the Transactions or another business combination, are not completed by September 11, 2020.

The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance.
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Pursuant to the Sponsor Agreement, if the last sale price of Clarivate’s ordinary shares is at least $20.00 per share for at least 40 trading days over any 60 consecutive trading day period ending at any time prior to the six-year anniversary of the consummation of the business combination with the Company, such persons designated by Jerre Stead and Michael Klein (or, in the event of death or incapacity of either, by his respective successor) will be issued an aggregate of 5,000,000 ordinary shares of Clarivate. If the business combination is not consummated then this performance incentive will not be available.

In connection with the business combination with the Company, Churchill has engaged The Klein Group, LLC, an affiliate of M. Klein and Company, LLC and of the sponsor, to act as Churchill’s financial advisor in connection with the Mergers. Pursuant to this engagement, Churchill will pay The Klein Group, LLC an advisory fee of  $12.5 million, which shall be earned upon the closing of the Mergers. $7.5 million of such fee shall be payable upon the closing of the Mergers, $2.5 million of such fee shall be payable on January 31, 2020 and the final $2.5 million of such fee shall be payable on January 29, 2021. The payment of such fee is conditioned upon the completion of the Mergers. The engagement of The Klein Group, LLC and the payment of the advisory fee has been approved by Churchill’s audit committee and board of directors in accordance with Churchill’s related persons transaction policy.
Recommendation of Churchill’s Board of Directors
After careful consideration of the matters described above, particularly the Company’s leading position in its industry, high quality assets, potential for growth and profitability, the Company’s competitive positioning, its global customer relationships, and technical skills, Churchill’s board determined unanimously that each of the business combination proposal, the charter proposals and the adjournment proposal, if presented, is fair to and in the best interests of Churchill and its stockholders. Churchill’s board of directors has approved and declared advisable and unanimously recommend that you vote or give instructions to vote “FOR” each of these proposals.
The foregoing discussion of the information and factors considered by the Churchill board of directors is not meant to be exhaustive, but includes the material information and factors considered by the Churchill board of directors.
Material United States Federal Income Tax Consequences of the Business Combination to Churchill Security Holders
The following section is a summary of material United States federal income tax consequences of the Delaware Merger to holders of Churchill common stock and warrants other than the sponsor and its affiliates. This discussion addresses only those Churchill security holders (other than the sponsor and its affiliates) that hold their securities as a capital asset within the meaning of Section 1221 of the Code and does not address all the United States federal income tax consequences that may be relevant to particular holders in light of their individual circumstances or to holders that are subject to special rules, such as:

financial institutions;

other entities classified as partnerships for U.S. federal income tax purposes;

tax-exempt organizations;

dealers in securities or currencies;

traders in securities that elect to use a mark-to-market method of accounting;

holders owning or treated as owning 5% or more of Churchill’s shares or of Clarivate’s shares (except as described below);

persons holding Churchill common stock as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic security” or other integrated investment; and

Non-U.S. holders (as defined below, and except as otherwise discussed below).
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For purposes of this section, a U.S. holder is a beneficial owner of Churchill common shares or warrants who or which is any of the following for U.S. federal income tax purposes:

an individual who is a citizen or resident of the U.S.;

a corporation, including any entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the U.S., any state thereof or the District of Columbia;

an estate if its income is subject to U.S. federal income taxation regardless of its source; or

a trust if  (a) a U.S. court can exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions, or (b) it has in effect a valid election under applicable U.S. Treasury regulations to be treated as a U.S. person.
If an entity treated as a partnership for U.S. federal income tax purposes holds our capital stock or warrants the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding Churchill stock and/or warrants and the partners in such partnerships are urged to consult their tax advisors regarding the U.S. federal income tax consequences to them.
This discussion is based upon the Code, applicable treasury regulations thereunder, published rulings and court decisions, all as currently in effect as of the date hereof, and all of which are subject to change, possibly with retroactive effect. Tax considerations under state, local and foreign laws, or federal laws other than those pertaining to the income tax, are not addressed.
Neither Churchill nor Clarivate intends to request any ruling from the Internal Revenue Service as to the U.S. federal income tax consequences of the Transactions.
THE U.S. FEDERAL INCOME TAX TREATMENT OF THE DELAWARE MERGER AND THE U.S. FEDERAL INCOME TAX TREATMENT OF HOLDERS OF CHURCHILL COMMON SHARES AND WARRANTS DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. IN ADDITION, THE U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTIONS AND THE U.S. FEDERAL INCOME TAX TREATMENT OF OWNING CLARIVATE ORDINARY SHARES AND WARRANTS TO ANY PARTICULAR STOCKHOLDER WILL DEPEND ON THE STOCKHOLDER’S PARTICULAR TAX CIRCUMSTANCES. YOU ARE URGED TO CONSULT YOUR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND NON-U.S. INCOME AND OTHER TAX CONSEQUENCES TO YOU, IN LIGHT OF YOUR PARTICULAR INVESTMENT OR TAX CIRCUMSTANCES, OF ACQUIRING, HOLDING, AND DISPOSING OF CLARIVATE ORDINARY SHARES AND WARRANTS.
U.S. Federal Income Tax Considerations of the Delaware Merger to U.S. Holders
The Delaware Merger taken together with the Jersey Merger is intended to qualify as an exchange under Section 351 of the Code. The remainder of this disclosure assumes the Delaware Merger so qualifies. Churchill also believes that there is a reporting position that the Delaware Merger qualifies as a “reorganization” within the meaning of Section 368(a) of the Code (a “reorganization”) and if it so qualifies the U.S. federal income tax consequences to U.S. Holders of Churchill common shares and warrants could be different. Although this disclosure discusses certain U.S. federal income tax consequences of the Delaware Merger if it qualifies as a reorganization, there is significant uncertainty as to whether such a characterization would be sustained if reorganization status is challenged by the Internal Revenue Service. U.S. holders are urged to consult their tax advisors regarding the proper tax treatment of the Delaware Merger, including with respect to the potential qualification of the Delaware Merger as a reorganization.
For U.S. federal income tax purposes, the automatic conversion in the Delaware Merger of Churchill warrants into warrants to acquire Clarivate ordinary shares should be treated as a surrender of Churchill warrants and the receipt of Clarivate warrants. The discussion that follows does not specifically address all of the consequences to U.S. holders who hold different blocks of Churchill stock (generally, shares of
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Churchill stock purchased or acquired on different dates or at different prices) and holders of Churchill stock who receive a mixture of cash and Clarivate ordinary shares in exchange for their Churchill stock; such holders are urged to consult their tax advisors to determine how the applicable rules apply to them.
Section 367 of the Code and the Treasury regulations promulgated thereunder impose certain additional requirements for qualifying under Sections 351 and 368 of the Code with respect to transactions where, as may be the case in the Delaware Merger, a U.S. person exchanges stock or securities in a U.S. corporation for stock or securities in a foreign corporation (these rules generally are not applicable to non-U.S. persons). In general, for an exchange of Churchill common shares for Clarivate ordinary shares by a U.S. holder in the Delaware Merger to meet these additional requirements, certain reporting requirements must be satisfied and each of the following conditions must be met: (i) no more than 50% of both the total voting power and the total value of the stock of the transferee foreign corporation is received, in the aggregate, by the “U.S. transferors” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership) in the transaction; (ii) no more than 50% of each of the total voting power and the total value of the stock of the transferee foreign corporation is owned, in the aggregate, immediately after the transaction by “U.S. persons” (as defined in the Treasury regulations) that are either officers or directors or “five-percent target shareholders” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership) of the U.S. corporation; (iii) either (A) the U.S. holder is not a “five-percent transferee shareholder” (as defined in the Treasury regulations and computed taking into account direct, indirect and constructive ownership) of the transferee foreign corporation or (B) the U.S. holder is a “five-percent transferee shareholder” of the transferee foreign corporation and enters into an agreement with the Internal Revenue Service to recognize gain under certain circumstances; and (iv) the “active trade or business test” is satisfied as defined in Treasury Regulation Section 1.367(a)-3(c)(3). It is currently expected that conditions (i), (ii), and (iv) will be met and that, as a result, the Delaware Merger will not fail to satisfy the applicable requirements under Section 367 on account of such conditions.
This discussion does not provide any further analysis regarding Section 367 of the Code and does not address the tax consequences to any Churchill shareholder that will own 5% or more of either the total voting power or the total value of the outstanding stock of Clarivate after the Delaware Merger (determined after taking into account ownership under the applicable attribution rules of the Code and applicable Treasury regulations). All Churchill stockholders that will own 5% or more of either the total voting power or the total value of the outstanding stock of Clarivate after the Delaware Merger may want to enter into a valid “gain recognition agreement” under applicable Treasury regulations and are strongly urged to consult their own tax advisors to determine the particular consequences of the Delaware Merger.
U.S. holders exchanging only Churchill common shares for Clarivate ordinary shares
A U.S. holder that owns only Churchill common shares but not Churchill warrants and that exchanges such common shares for Clarivate ordinary shares generally should not recognize gain or loss. The aggregate tax basis for U.S. federal income tax purposes of the shares of Clarivate received by such U.S. holder in the Delaware Merger should be the same as the aggregate adjusted tax basis of the Churchill shares surrendered in exchange therefor. The holding period of the shares of Clarivate received in the Delaware Merger by such U.S. holder should include the period during which the Churchill shares exchanged therefor were held by such U.S. holder.
U.S. holders exchanging only Churchill warrants for Clarivate warrants
If the Delaware Merger qualifies as an exchange under Code Section 351, but not as a reorganization, a U.S. holder whose Churchill warrant automatically converts into a warrant to purchase Clarivate ordinary shares should recognize gain or loss upon such exchange equal to the difference between the fair market value of the Clarivate warrant received and such U.S. holder’s adjusted tax basis in its Churchill warrant. A U.S. holder’s tax basis in its Clarivate warrant deemed received in the Delaware Merger should equal the fair market value of such warrant. A U.S. holder’s holding period in its Clarivate warrant should begin on the day after the Delaware Merger.
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If the Delaware Merger qualifies as a reorganization as well as a Code Section 351 exchange, a U.S. holder whose Churchill warrant is converted into a warrant to purchase Clarivate ordinary shares should not recognize gain or loss on such exchange. In such case, a U.S. holder’s tax basis in the Clarivate warrant received should be equal to the holder’s adjusted tax basis in the Churchill warrant exchanged therefor and the U.S. holder should be able to “tack on” its holding period in the surrendered Churchill warrant to such U.S. holder’s holding period in its Clarivate warrant.
U.S. holders exchanging Churchill common shares and warrants for Clarivate ordinary shares and warrants
If the Delaware Merger qualifies as an exchange under Code Section 351, but not as a reorganization, a U.S. holder that receives Clarivate ordinary shares in exchange for such U.S. holder’s Churchill shares and whose Churchill warrants automatically convert into warrants to purchase Clarivate ordinary shares should recognize gain (if any) with respect to each Churchill common share and warrant held immediately prior to the Delaware Merger in an amount equal to the lesser of  (i) the excess (if any) of the fair market value of the Clarivate ordinary shares and warrants to acquire Clarivate ordinary shares deemed received in exchange for such share or warrant, as described below over such U.S. holder’s tax basis in the Churchill share or warrant exchanged therefor or (ii) the fair market value of the warrants to acquire Clarivate ordinary shares deemed received in exchange for such Churchill share or warrant. To determine the amount of gain, if any, that such U.S. holder must recognize, the holder must compute the amount of gain or loss realized as a result of the Delaware Merger on a share-by-share and warrant-by-warrant basis by allocating the aggregate fair market value of  (i) the Clarivate ordinary shares received by such U.S. holder and (ii) the warrants to purchase Clarivate ordinary shares owned by such U.S. holder as a result of the Delaware Merger among the Churchill common shares and warrants owned by such U.S. holder immediately prior to the Delaware Merger in proportion to their fair market values. Any loss realized by a U.S. holder would not be recognized.
Gain, if any, described in the previous paragraph that is recognized by a U.S. holder will generally be long-term capital gain to the extent it is allocated to surrendered Churchill shares or warrants that were held by such U.S. holder for more than one year at the time of the Delaware Merger. A U.S. holder will be able to “tack on” its holding period in the surrendered Churchill equity to such U.S. holder’s holding period in its Clarivate shares received in exchange therefor. A U.S. holder’s holding period in the Clarivate warrants received will begin on the day after the Delaware Merger.
If the Delaware Merger qualifies as a reorganization as well as a Code Section 351 exchange, a U.S. holder that receives Clarivate ordinary shares and whose warrants are automatically converted into warrants to purchase Clarivate ordinary shares in the Delaware Merger should not recognize any gain or loss on such exchange. In such case, a U.S. holder’s tax basis in the Clarivate warrants received in the exchange should be equal to such U.S. holder’s adjusted tax basis in the Churchill equity exchanged therefor and the U.S. holder should be able to “tack on” its holding period in the surrendered Churchill equity to such U.S. holder’s holding period in its Clarivate warrants received in exchange therefor. Similarly, a U.S. holder’s tax basis in the Clarivate shares received in the exchange should be equal to such U.S. holder’s adjusted tax basis in the Churchill equity exchanged therefor and the U.S. holder will be able to “tack on” its holding period in the surrendered Churchill equity to such U.S. holder’s holding period in its Clarivate shares received in exchange therefor.
U.S. holders redeeming Churchill common shares for cash and exchanging Churchill warrants for Clarivate warrants
If the Delaware Merger does not qualify as a reorganization, a U.S. holder receiving cash for Churchill common shares and whose Churchill warrants automatically convert into warrants to purchase Clarivate ordinary shares should recognize gain or loss with respect to the warrant conversion portion of the transaction equal to the difference between the fair market value of the Clarivate warrants received less such U.S. holder’s adjusted tax basis in its Churchill warrants surrendered (the tax consequences of the redemption of Churchill common shares are discussed below). If, however, the Delaware Merger qualifies as a reorganization, a U.S. holder receiving cash for Churchill common shares whose Churchill warrants automatically convert into warrants to purchase Clarivate ordinary shares generally should not recognize gain or loss with respect to the warrant conversion portion of the transaction.
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If the Delaware Merger does not qualify as a reorganization (or if the Delaware Merger qualifies as a reorganization and the exercise of redemption rights by U.S. holders with respect to Churchill common shares is treated as a separate transaction from any reorganization in connection with the Delaware Merger), U.S. holders that exercise redemption rights and elect to receive cash in exchange for their Churchill shares in the Delaware Merger should, with respect to such redemption, generally be treated as recognizing gain or loss (or be treated as receiving a corporate distribution) in a manner similar to that described below in the section titled “U.S. holders redeeming Churchill common shares for cash and not receiving any other consideration in the transactions.”
If the Delaware Merger qualifies as a reorganization, and if U.S. holders who exercise redemption rights and elect to receive cash in exchange for their Churchill shares are treated as having received such cash in the reorganization, then such U.S. holders should generally recognize gain (but not loss) on such exchange equal to the difference between the amount of cash received and such U.S. holder’s adjusted basis in the Churchill equity exchanged therefor.
The discussion in the preceding paragraphs in this section assumes that a U.S. holder receiving cash for Churchill common shares and whose Churchill warrants automatically convert into warrants will be treated (where such exchanges are not considered to be made in connection with a reorganization) as separate exchanges of Churchill common shares for cash received in the redemption and of Churchill warrants for Clarivate warrants received in the conversion. It also assumes that if a U.S. holder receiving cash for Churchill common shares and whose Churchill warrants automatically convert into warrants is treated as having undertaken those transactions as part of a reorganization, the terms of the transactions specifying that cash received in the redemption will be received in exchange for Churchill common shares and that the Clarivate warrants received in the exchange will be received in exchange for Churchill warrants will be considered economically reasonable for applicable tax purposes.
The character of any gain recognized and the tax basis and holding period of the Churchill warrants received on a redemption of Churchill shares for cash and an exchange of Churchill warrants for Holding warrants will depend on a number of factors, including whether the Delaware Merger qualifies as a reorganization, whether the U.S. holder holds different blocks of Churchill stock (generally, shares of Churchill stock purchased or acquired on different dates or at different prices), if the redemption is treated as a separate transaction from the Delaware Merger (and any exchange(s) qualifying as a reorganization in connection with the Delaware Merger) for tax purposes, if the redemption of Churchill common shares and conversion of Churchill warrants has the effect of the distribution of a dividend for applicable tax purposes, or if the redemption is “substantially disproportionate’ with respect to the U.S. holder or is “not essentially equivalent to a dividend” under the applicable U.S. federal income tax rules more fully described below. U.S. holders are urged to consult their tax advisors regarding the U.S. federal income tax consequences if they intend to redeem their Churchill common stock and exchange Churchill warrants in the transaction.
U.S. holders redeeming Churchill common shares for cash and not receiving any other consideration in the transactions
Regardless of whether the Delaware Merger qualifies as a reorganization or only as a Code Section 351(a) exchange, the treatment for U.S. federal income tax purposes of a U.S. holder receiving cash for Churchill common shares will depend on whether the transaction qualifies as a sale of such stock or whether the U.S. holder will be treated as receiving a corporate distribution. Whether the U.S. holder’s receipt of cash for Churchill common shares qualifies for sale treatment will depend largely on the total number of shares of Churchill common shares treated as held by the U.S. holder (including any stock constructively owned by the U.S. holder as a result of, among other things, owning warrants) relative to all of shares of Churchill common stock both before and after the redemption, taking into account other transactions occurring in connection with the redemption (including transactions pursuant to the Merger Agreement). The redemption of stock generally will be treated as a sale of the stock (rather than as a corporate distribution) if the redemption is “substantially disproportionate” with respect to the U.S. holder, results in a “complete termination” of the U.S. holder’s interest in Churchill or is “not essentially equivalent to a dividend” with respect to the U.S. holder. These tests are explained more fully below.
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In determining whether any of the foregoing tests are satisfied, a U.S. holder takes into account not only stock actually owned by the U.S. holder, but also shares of Churchill that are constructively owned by such U.S. holder. A U.S. holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. holder has an interest or that have an interest in such U.S. holder, as well as any stock the U.S. holder has a right to acquire by exercise of an option, which generally would include common stock that could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the percentage of Churchill’s outstanding voting stock actually and constructively owned by the U.S. holder immediately following the redemption of Churchill must, among other requirements, be less than 80% of the percentage of Churchill’s outstanding voting stock actually and constructively owned by the U.S. holder immediately before the redemption. There will be a complete termination of a U.S. holder’s interest if either all the shares of Churchill actually and constructively owned by the U.S. holder are redeemed or all the shares of Churchill actually owned by the U.S. holder are redeemed and the U.S. holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. holder does not constructively own any other stock. The redemption of the Churchill common shares will not be essentially equivalent to a dividend if a U.S. holder’s redemption results in a “meaningful reduction” of the U.S. holder’s proportionate interest in Churchill. Whether the redemption will result in a meaningful reduction in a U.S. holder’s proportionate interest in Churchill will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. holder should consult with its own tax advisors as to the tax consequences of redemption.
If the redemption qualifies as a sale of stock by the U.S. holder under Section 302 of the Code, the U.S. holder should generally be required to recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the tax basis of the shares of Churchill redeemed. Such gain or loss should be treated as capital gain or loss if such shares were held as a capital asset on the date of the redemption. A U.S. holder’s tax basis in such holder’s shares of Churchill generally will equal the cost of such shares. A U.S. holder that purchased Units would have been required to allocate the cost between the shares of Churchill ordinary shares and the warrants comprising the Units based on their relative fair market values at the time of the purchase.
If the redemption does not qualify as a sale of stock under Section 302 of the Code, then the U.S. holder will be treated as receiving a corporate distribution. Such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in such U.S. holder’s Churchill common shares. Any remaining excess will be treated as gain realized on the sale or other disposition of the Churchill common shares.
U.S. Federal Income Tax Considerations of the Delaware Merger to Non-U.S. Holders
This section summarizes the U.S. federal income tax considerations of the Delaware Merger for non-U.S. holders. For these purposes, a non-U.S. holder is a beneficial owner of Churchill stock or warrants who is neither a U.S. holder nor an entity that is treated as a partnership for U.S. federal income tax purposes.
A non-U.S. holder will generally be treated in the same manner as a U.S. holder for U.S. federal income tax purposes except that any such non-U.S. holder who would otherwise recognize gain under the rules described above for U.S.-holders will not be subject to U.S. federal income tax on the exchange of such non-U.S. holder’s Churchill shares or warrants unless (i) the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, and if required by an applicable tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States or (ii) the non-U.S. holder is a non-resident alien individual present in the United States for 183 days or more during the taxable year in which the Delaware Merger takes place and certain other requirements are met.
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U.S. Federal Income Tax Consequences of the Ownership and Disposition of Clarivate Ordinary Shares and Warrants
U.S. Holders
Distributions on Clarivate ordinary shares
Subject to the discussion below under “Passive Foreign Investment Company Status,” the gross amount of any distribution on Clarivate ordinary shares that is made out of Clarivate’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) generally will be taxable to a U.S. holder as ordinary dividend income on the date such distribution is actually or constructively received. Any such dividends will not be eligible for the dividends received deduction allowed to corporations in respect of dividends received from other U.S. corporations. To the extent that the amount of the distribution exceeds Clarivate’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess amount will be treated first as a non-taxable return of capital to the extent of the U.S. holder’s tax basis in its Clarivate ordinary shares, and thereafter as capital gain recognized on a sale or exchange. Clarivate may not maintain calculations of its earnings and profits under United States federal income tax principles and, therefore, U.S. holders should expect that the entire amount of any distribution generally will be reported as dividend income to them.
Sale, exchange, redemption or other taxable disposition of Clarivate’s ordinary shares or warrants
Subject to the discussion below under “Passive Foreign Investment Company Status,” a U.S. holder generally will recognize gain or loss on any sale, exchange, redemption or other taxable disposition of Clarivate ordinary shares or warrants in an amount equal to the difference between (i) the amount realized on the disposition and (ii) such U.S. holder’s adjusted tax basis in such shares or such warrants. Any gain or loss recognized by a U.S. holder on a taxable disposition of Clarivate ordinary shares or warrants generally will be capital gain or loss and will be long-term capital gain or loss if the holder’s holding period in such shares or such warrants exceeds one year at the time of the disposition. Preferential tax rates may apply to long-term capital gains of non-corporate U.S. holders (including individuals). The deductibility of capital losses is subject to limitations.
Exercise or lapse of a Clarivate warrant
Subject to the PFIC rules discussed below, a U.S. holder generally will not recognize gain or loss upon the acquisition of a Clarivate ordinary share on the exercise of a Clarivate warrant for cash. A U.S. holder’s tax basis in a Clarivate ordinary share received upon exercise of the Clarivate warrant generally will be an amount equal to the sum of the U.S. holder’s tax basis in the Clarivate warrant exchanged therefor and the exercise price. The U.S. holder’s holding period for a Clarivate ordinary share received upon exercise of the Clarivate warrant will begin on the date following the date of exercise (or possibly the date of exercise) of the Clarivate warrant and will not include the period during which the U.S. holder held the Clarivate warrant. If a warrant is allowed to lapse unexercised, a U.S. holder generally will recognize a capital loss equal to such holder’s tax basis in the warrant.
Characterization of Clarivate as a “Controlled Foreign Corporation” for U.S. Federal Income Tax Purposes
Special rules would apply if Clarivate is classified as a “controlled foreign corporation,” or CFC, for U.S. federal income tax purposes. Clarivate will generally be classified as a CFC if more than 50% of its outstanding shares, measured by reference to voting power or value, are owned (directly, indirectly or by attribution) by “10% U.S. Shareholders.” For this purpose, a “10% U.S. Shareholder” is any U.S. person that owns directly, indirectly or by attribution, 10% or more of the voting power of the issued and outstanding ordinary shares of Clarivate or 10% or more of the total value of shares of all classes of stock of Clarivate. If Clarivate were to be classified as a CFC, a 10% U.S. Shareholder may be subject to U.S. federal income taxation at ordinary income tax rates on all or a portion of Clarivate’s undistributed earnings and profits attributable to certain categories of passive income and certain other income described in Subpart F of the Code, and may also be subject to U.S. federal income taxation at ordinary income tax rates on any gain realized on a sale of Ordinary Shares, to the extent of the current and accumulated earnings and profits of Clarivate attributable to such shares.
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In addition, each person who is a 10% U.S. Shareholder of any CFC for a taxable year must include in gross income for U.S. federal income tax purposes such 10% U.S. Shareholder’s global intangible low-taxed income, or GILTI, for the taxable year. In general, GILTI with respect to a 10% U.S. Shareholder is the excess (if any) of its “net CFC tested income” (see below) over its “net deemed tangible income” (generally representing a 10% deemed return on tangible business assets). A 10% U.S. Shareholder’s “net CFC tested income” is generally equal to the excess of its aggregate pro rata share of the “tested income” of each CFC with respect to which it is a 10% U.S. Shareholder over its aggregate pro rata share of the “tested loss” of each such CFC. The “tested income” or “tested loss” of a CFC is generally determined by subtracting from the CFC’s gross income (excluding any Subpart F income and certain other amounts) the amount of any deductions properly allocable to such gross income. If Clarivate or one of its non-U.S. subsidiaries is a CFC, any 10% U.S. Shareholder of Clarivate who owns Clarivate ordinary shares directly, or indirectly through non-U.S. entities, on the last day in such company’s taxable year on which it is a CFC must take into account its pro rata share (based on direct or indirect ownership of value) of such company’s “tested income” or “tested loss” for purposes of determining the amount of GILTI that such 10% U.S. Shareholder must include in gross income.
If Clarivate or one of its non-U.S. subsidiaries is a CFC, the rules relating to PFICs generally would not apply to a 10% U.S. Shareholder of such company.
The CFC rules are complex and U.S. holders that are, or maybe, 10% U.S. Shareholders are urged to consult their own tax advisors regarding the possible application of the CFC rules to them in their particular circumstances.
Passive Foreign Investment Company Status
The treatment of U.S. holders of the Clarivate ordinary shares could be materially different from that described above, if Clarivate is treated as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes.
A non-U.S. corporation, such as Clarivate, will be a PFIC for U.S. federal income tax purposes for any taxable year in which, after the application of certain look-through rules either: (i) 75% or more of its gross income for such taxable year is passive income, or (ii) 50% or more of the total value of its assets (based on an average of the quarterly values of the assets during such year) is attributable to assets, including cash, that produce passive income or are held for the production of passive income. Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. The determination of whether Clarivate is a PFIC is based upon the composition of the Clarivate’s income and assets, (including, among others, corporations in which Clarivate owns at least a 25% interest), and the nature of Clarivate’s activities.
Based on the projected composition of its income and assets, including goodwill, it is not expected that Clarivate will be a PFIC for its taxable year that includes the date of the Delaware Merger or in the foreseeable future. The tests for determining PFIC status are applied annually after the close of the taxable year, and it is difficult to predict accurately future income and assets relevant to this determination. The fair market value of the assets of Clarivate is expected to depend, in part, upon (a) the market value of the Clarivate ordinary shares, and (b) the composition of the assets and income of Clarivate. A decrease in the market value of the Clarivate ordinary shares and/or an increase in cash or other passive assets (including as a result of the Delaware Merger) would increase the relative percentage of its passive assets. The application of the PFIC rules is subject to uncertainty in several respects and, therefore, the IRS may assert that, contrary to expectations, Clarivate is a PFIC for the taxable year that includes the date of the Delaware Merger or in a future year. Accordingly, there can no assurance that Clarivate will not be a PFIC for its taxable year that includes the date of the Delaware Merger or any future taxable year.
If Clarivate is or becomes a PFIC during any year in which a U.S. holder holds Clarivate ordinary shares, unless the U.S. holder makes a qualified electing fund (QEF) election or mark-to-market election with respect to the shares, as described below, a U.S. holder generally would be subject to additional taxes (including taxation at ordinary income rates and an interest charge) on any gain realized from a sale or other disposition of the Clarivate ordinary shares and on any “excess distributions” received from Clarivate, regardless of whether Clarivate qualifies as a PFIC in the year in which such distribution is received or gain
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is realized. For this purpose, a pledge of the Clarivate ordinary shares as security for a loan may be treated as a disposition. The U.S. holder would be treated as receiving an excess distribution in a taxable year to the extent that distributions on the shares during that year exceed 125% of the average amount of distributions received during the three preceding taxable years (or, if shorter, the U.S. holder’s holding period). To compute the tax on excess distributions or on any gain, (i) the excess distribution or gain would be allocated ratably over the U.S. holder’s holding period, (ii) the amount allocated to the current taxable year and any year before the first taxable year for which Clarivate was a PFIC would be taxed as ordinary income in the current year, and (iii) the amount allocated to other taxable years would be taxed at the highest applicable marginal rate in effect for each such year (i.e. at ordinary income tax rates) and an interest charge would be imposed to recover the deemed benefit from the deferred payment of the tax attributable to each such prior year.
If Clarivate were to be treated as a PFIC, a U.S. holder may avoid the excess distribution rules described above by electing to treat Clarivate (for the first taxable year in which the U.S. holder owns any shares) and any lower-tier PFIC (for the first taxable year in which the U.S. holder is treated as owning an equity interest in such lower-tier PFIC) as a QEF. If a U.S. holder makes an effective QEF election with respect to Clarivate (and any lower-tier PFIC), the U.S. holder will be required to include in gross income each year, whether or not Clarivate makes distributions, as capital gains, its pro rata share of Clarivate’s (and such lower-tier PFIC’s) net capital gains and, as ordinary income, its pro rata share of Clarivate’s (and such lower-tier PFIC’s) net earnings in excess of its net capital gains. U.S. holders can make a QEF election only if Clarivate (and each lower-tier PFIC) provides certain information, including the amount of its ordinary earnings and net capital gains determined under U.S. tax principles. Clarivate does not intend to provide the information necessary for you to make a qualified electing fund election if we are classified as a PFIC.
As an alternative to making a QEF election, a U.S. holder may also be able to avoid some of the adverse U.S. tax consequences of PFIC status by making an election to mark the Clarivate ordinary shares to market annually. A U.S. holder may elect to mark-to-market the Clarivate ordinary shares only if they are “marketable stock.” The Clarivate ordinary shares will be treated as “marketable stock” if they are regularly traded on a “qualified exchange.” The Clarivate Ordinary Shares will be treated as regularly traded in any calendar year in which more than a de minimis quantity of the Clarivate ordinary shares are traded on at least 15 days during each calendar quarter.
U.S. holders should consult their tax advisors regarding the U.S. federal income tax consequences of the PFIC rules. If Clarivate is treated as a PFIC, each U.S. holder generally will be required to file a separate annual information return with the IRS with respect to Clarivate and any lower-tier PFICs.
Medicare surtax on net investment income
Non-corporate U.S. holders whose income exceeds certain thresholds generally will be subject to 3.8% surtax on their “net investment income” (which generally includes, among other things, dividends on, and capital gain from the sale or other taxable disposition of, the Clarivate ordinary shares). Non-corporate U.S. holders should consult their own tax advisors regarding the possible effect of such tax on their ownership and disposition of the Clarivate ordinary shares.
Additional reporting requirements
Certain U.S. holders holding specified foreign financial assets with an aggregate value in excess of the applicable dollar thresholds are required to report information to the IRS relating to Clarivate ordinary shares, subject to certain exceptions (including an exception for Clarivate ordinary shares held in accounts maintained by U.S. financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with their tax return, for each year in which they hold Clarivate ordinary shares. Substantial penalties apply to any failure to file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not willful neglect. Also, in the event a U.S. holder does not file IRS Form 8938 or fails to report a specified foreign financial asset that is required to be reported, the statute of limitations on
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the assessment and collection of U.S. federal income taxes of such U.S. holder for the related taxable year may not close before the date which is three years after the date on which the required information is filed. U.S. holders should consult their tax advisors regarding the effect, if any, of these rules on the ownership and disposition of Clarivate ordinary shares.
Non-U.S. Holders
In general, a non-U.S. holder of Clarivate ordinary shares or warrants will not be subject to U.S. federal income tax or, subject to the discussion below under “Information Reporting and Backup Withholding,” U.S. federal withholding tax on any dividends received on Ordinary Shares or any gain recognized on a sale or other disposition of Clarivate ordinary shares (including, any distribution to the extent it exceeds the adjusted tax basis in the non-U.S. holder’s Clarivate ordinary shares) or warrants unless:

the dividend or gain is effectively connected with the non-U.S. holder’s conduct of a trade or business in the United States, and if required by an applicable tax treaty, is attributable to a permanent establishment maintained by the non-U.S. holder in the United States; or

in the case of gain only, the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the sale or disposition, and certain other requirements are met.
A non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable tax treaty) on its effectively connected earnings and profits for the taxable year, as adjusted for certain items. Non-U.S. holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.
Information Reporting and Backup Withholding
In general, information reporting requirements may apply to dividends received by U.S. holders of Clarivate ordinary shares, and the proceeds received on the sale, exchange or redemption of Clarivate ordinary shares or warrants effected within the United States (and, in certain cases, outside the United States), in each case other than U.S. holders that are exempt recipients (such as corporations). Backup withholding (currently at a rate of 24%) may apply to such amounts if the U.S. holder fails to provide an accurate taxpayer identification number (generally on an IRS Form W-9 provided to the paying agent of the U.S. holder’s broker) or is otherwise subject to backup withholding. Any redemptions treated as dividend payments with respect to Clarivate ordinary shares and proceeds from the sale, exchange, redemption or other disposition of Clarivate ordinary shares or warrants may be subject to information reporting to the IRS and possible U.S. backup withholding. U.S. holders should consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.
Information returns may be filed with the IRS in connection with, and non-U.S. holders may be subject to backup withholding on, amounts received in respect of their Clarivate ordinary shares or warrants, unless the non-U.S. holder furnishes to the applicable withholding agent the required certification as to its non-U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI, as applicable, or the non-U.S. holder otherwise establishes an exemption. Dividends paid with respect to Clarivate ordinary shares and proceeds from the sale of other disposition of Clarivate ordinary shares or warrants received in the United States by a non-U.S. holder through certain U.S.-related financial intermediaries may be subject to information reporting and backup withholding unless such non-U.S. holder provides proof an applicable exemption or complies with certain certification procedures described above, and otherwise complies with the applicable requirements of the backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against the U.S. holder’s U.S. federal income tax liability, and a U.S. holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for a refund with the IRS and furnishing any required information.
The conclusions expressed above are based on current law. Future legislative, administrative or judicial changes or interpretations, which can apply retroactively, could affect the accuracy of those conclusions. This discussion is intended to provide only a summary of certain United States federal income tax consequences of
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the Delaware Merger to holders of Churchill shares and/or warrants. It does not address tax consequences that may vary with, or are contingent on, your individual circumstances. In addition, the discussion does not address any non-income tax or any non-U.S. or U.S. state or local tax consequences of the business combination. Accordingly, you are strongly urged to consult with your tax advisor to determine the particular United States federal, state, local or non-U.S. income or other tax consequences to you of the business combination.
Jersey Tax Considerations
This summary of Jersey taxation issues can only provide a general overview of this area and it is not a description of all the tax considerations that may be relevant to a decision to invest in Clarivate.
The following summary of the anticipated treatment of Clarivate and holders of ordinary shares (other than residents of Jersey) is based on Jersey taxation law and practice as it is understood to apply at the date of this document and may be subject to any changes in Jersey law occurring after such date. It does not constitute legal or tax advice and does not address all aspects of Jersey tax law and practice (including such tax law and practice as it applies to any land or building situate in Jersey). Legal advice should be taken with regard to individual circumstances. Prospective investors in the ordinary shares should consult their professional advisers on the implications of acquiring, buying, selling or otherwise disposing of ordinary shares in Clarivate under the laws of any jurisdiction in which they may be liable to taxation.
Shareholders should note that tax law and interpretation can change and that, in particular, the levels and basis of, and reliefs from, taxation may change and may alter the benefits of investment in Clarivate.
Any person who is in any doubt about their tax position or who is subject to taxation in a jurisdiction other than Jersey should consult their own professional adviser.
Company Residence
Under the Income Tax (Jersey) Law 1961 (as amended) (“Tax Law”), a company shall be regarded as resident in Jersey if it is incorporated under the Jersey Companies Law unless:

its business is centrally managed and controlled outside Jersey in a country or territory where the highest rate at which any company may be charged to tax on any part of its income is 10% or higher; and

the company is resident for tax purposes in that country or territory.
It is intended that Clarivate will not be resident for tax purposes in Jersey and not subject to any rate of tax in Jersey as it will instead be resident in the United Kingdom where the tax rate is in excess of 10%.
Summary
Under current Jersey law, there are no capital gains, capital transfer, gift, wealth or inheritance taxes, or any death or estate duties. No capital or stamp duty is levied in Jersey on the issue, conversion, redemption, or transfer of ordinary shares. On the death of an individual holder of ordinary shares (whether or not such individual was domiciled in Jersey), duty at rates of up to 0.75% of the value of the relevant ordinary shares may be payable on the registration of any Jersey probate or letters of administration which may be required in order to transfer, convert, redeem, or make payments in respect of, ordinary shares held by a deceased individual sole shareholder, subject to a cap of  £100,000.
Income Tax — Clarivate
The general rate of income tax under the Tax Law on the profits of companies regarded as resident in Jersey or having a permanent establishment in Jersey is 0% (“zero tax rating”) though certain exceptions from zero tax rating might apply.
Withholding Tax — Clarivate
For so long as Clarivate is rated for tax, or is not deemed to be resident for tax purposes in Jersey, no withholding in respect of Jersey taxation will be required on payments in respect of the ordinary shares to any holder of the ordinary shares not resident in Jersey.
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Stamp Duty
In Jersey, no stamp duty is levied on the issue or transfer of the ordinary shares (unless there is any element of Jersey residential property being transferred, in which case a land transaction tax may apply pursuant to the Taxation (Land Transactions) (Jersey) Law 2009) except that stamp duty is payable on Jersey grants of probate and letters of administration, which will generally be required to transfer ordinary shares on the death of a holder of such ordinary shares if such holder was entered as the holder of the shares on the register maintained in Jersey. In the case of a grant of probate or letters of administration, stamp duty is levied according to the size of the estate (wherever situated in respect of a holder of ordinary shares domiciled in Jersey, or situated in Jersey in respect of a holder of ordinary shares domiciled outside Jersey) and is payable on a sliding scale at a rate of up to 0.75% on the value of an estate up to a maximum stamp duty charge of  £100,000. The rules for joint holders and Clarivate through a nominee are different and advice relating to this form of holding should be obtained from a professional adviser.
Jersey does not otherwise levy taxes upon capital, inheritances, capital gains or gifts nor are there otherwise estate duties.
Goods and Services Tax
Pursuant to the Goods and Services Tax (Jersey) Law 2007 (“GST Law”), a tax rate which is currently 5% applies to the supply of goods and services, unless the supply is regarded as exempt or zero rated, or the relevant supplier or recipient of such goods and services is registered as an “international services entity.”
A company must register for GST if its turnover is greater than £300,000 in any 12 month period, and will then need to charge GST to its customers. Companies can also choose to register voluntarily.
A company may apply to be registered as an International Services Entity (“ISE”) if it mainly serves non-Jersey residents. By virtue of a company being an ISE, it will not have to register for GST, will not charge GST on its supplies, and will not be charged GST on its purchases.
The Company will be an ISE within the meaning of the GST Law, as it satisfies the requirements of the Goods and Services Tax (International Services Entities) (Jersey) Regulations 2008, as amended. As long as it continues to be such an entity, a supply of goods or of a service made by or to Clarivate shall not be a taxable supply for the purposes of the GST Law.
Substance Legislation
With effect from January 1, 2019, Jersey has implemented legislation to meet EU demands for companies to have substance in certain circumstances. Broadly, part of the legislation is intended to apply to holding companies managed and controlled in Jersey. It is not intended that Clarivate be managed and controlled in Jersey but rather that it is only tax resident in the United Kingdom and so this legislation will not apply to Clarivate on this basis.
The summary of certain Jersey tax issues is based on the laws and regulations in force as of the date of this document and may be subject to any changes in Jersey laws occurring after such date. Legal advice should be taken with regard to individual circumstances. Any person who is in any doubt as to his/her tax position or where he/she is resident, or otherwise subject to taxation, in a jurisdiction other than the United States, the UK and Jersey, should consult his/her professional adviser.
Certain United Kingdom Tax Considerations
The following statements are of a general nature and do not purport to be a complete analysis of all potential UK tax consequences of acquiring, holding, and disposing of Clarivate’s ordinary shares. They are based on current UK tax law and on the current published practice of Her Majesty’s Revenue and Customs (“HMRC”) (which may not be binding on HMRC), as of the date of this proxy statement/​prospectus, all of which are subject to change, possibly with retrospective effect. They are intended to address only certain United Kingdom tax consequences for holders of Clarivate’s ordinary shares who are tax resident in (and only in) the United Kingdom, and in the case of individuals, domiciled in (and only in) the United Kingdom (except where expressly stated otherwise) who are the absolute beneficial owners of Clarivate’s ordinary shares and any dividends paid on them and who hold Clarivate’s ordinary shares as
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investments (other than in an individual savings account or a self-invested personal pension). They do not address the UK tax consequences which may be relevant to certain classes of holders of Clarivate’s ordinary shares such as traders, brokers, dealers, banks, financial institutions, insurance companies, investment companies, collective investment schemes, tax-exempt organizations, trustees, persons connected with the Company or any member of a group of which the Company forms part, persons holding their ordinary shares as part of hedging or conversion transactions, shareholders who have (or are deemed to have) acquired their ordinary shares by virtue of an office or employment, and shareholders who are or have been officers or employees of the Company or a company forming part of a group of which the Company forms part. The statements do not apply to any shareholder who either directly or indirectly holds or controls 10% or more of the Company’s share capital (or class thereof), voting power or profits.
The following is intended only as a general guide and is not intended to be, nor should it be considered to be, legal or tax advice to any particular prospective subscriber for, or purchaser of, Clarivate’s ordinary shares.
Accordingly, prospective subscribers for, or purchasers of, Clarivate’s ordinary shares who are in any doubt as to their tax position regarding the acquisition, ownership or disposition of Clarivate’s ordinary shares or who are subject to tax in a jurisdiction other than the United Kingdom should consult their own tax advisers.
The Company
It is the intention of the directors of Clarivate to conduct the affairs of Clarivate so that the central management and control of Clarivate is exercised in the United Kingdom for UK tax purposes. As a result, Clarivate is expected to conduct its affairs so that it is treated as resident in the United Kingdom for UK tax purposes. Accordingly, Clarivate is expected to be subject to UK tax on its worldwide income and gains, except where an exemption or relief applies.
It is not intended that Clarivate will be treated as a dual resident company for UK tax purposes, however, if it were to be so treated, Clarivate’s right to claim certain reliefs from UK tax may be restricted, and changes in law or practice in the United Kingdom could result in the imposition of further restrictions on Clarivate’s right to claim UK tax reliefs.
Taxation of dividends
Withholding tax
Clarivate will not be required to withhold UK tax at source when paying dividends. The amount of any liability to UK tax on dividends paid by Clarivate will depend on the individual circumstances of a holder of our ordinary shares.
Income tax
An individual holder of Clarivate’s ordinary shares who is resident for tax purposes in the United Kingdom may, depending on his or her particular circumstances, be subject to UK tax on dividends received from Clarivate. An individual holder of Clarivate’s ordinary shares who is not resident for tax purposes in the United Kingdom should not be chargeable to UK income tax on dividends received from Clarivate unless he or she carries on (whether solely or in partnership) any trade, profession, or vocation in the United Kingdom through a branch or agency to which our ordinary shares are attributable. There are certain exceptions for trading in the United Kingdom through independent agents, such as some brokers and investment managers.
All dividends received by a UK resident individual holder of Clarivate’s ordinary shares from Clarivate or from other sources will form part of that shareholder’s total income for income tax purposes and will constitute the top slice of that income. A nil rate of income tax will apply to the first £2,000 of taxable dividend income received by a holder of Clarivate’s ordinary shares in a tax year. Income within the nil rate band will be taken into account in determining whether income in excess of the nil rate band falls within the basic rate, higher rate or additional rate tax bands. Where the dividend income is above the £2,000 dividend
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allowance, the first £2,000 of the dividend income will be charged at the nil rate and any excess amount will be taxed at 7.5%, to the extent that the excess amount falls within the basic rate tax band, 32.5%, to the extent that the excess amount falls within the higher rate tax band or 38.1%, to the extent that the excess amount falls within the additional rate tax band.
Corporation tax
Corporate holders of Clarivate’s ordinary shares which are resident for tax purposes in the United Kingdom, or which are not so resident in the United Kingdom by which are carrying on a trade in the United Kingdom through a permanent establishment in connection with which Clarivate’s ordinary shares are used or held, should not be subject to UK corporation tax on any dividend received from the Company so long as the dividends qualify for exemption (as is likely) and certain conditions are met (including anti-avoidance conditions). Corporate holders of Clarivate’s ordinary shares which are not resident in the United Kingdom and which are not carrying on a trade in the United Kingdom through a permanent establishment in connection with which Clarivate’s ordinary shares are used or held or acquired will not generally be subject to UK corporation tax on dividends.
A holder of Clarivate’s ordinary shares who is resident outside the United Kingdom may be subject to non-UK taxation on dividend income under local law.
Taxation of Capital Gains
UK resident shareholders
A disposal or deemed disposal of Clarivate’s ordinary shares by an individual or corporate holder of Clarivate’s ordinary shares who is tax resident in the United Kingdom may, depending on that shareholder’s circumstances and subject to any available exemptions or reliefs, give rise to a chargeable gain or allowable loss for the purposes of UK taxation of chargeable gains.
Any chargeable gain (or allowable loss) will generally be calculated by reference to the consideration received for the disposal of Clarivate’s ordinary shares less the allowable cost to the shareholder of acquiring such ordinary shares.
The applicable tax rates for individual holders of Clarivate’s ordinary shares realizing a gain on the disposal of such shares is, broadly, 10% for basic rate taxpayers and 20% for higher and additional rate taxpayers. For corporate holders, any chargeable gain on the disposal of such shares will be subject to corporation tax at a rate of 19% for the tax years starting April 1, 2018 and April 1, 2019, falling to 17% for the tax year starting April 1, 2020.
Non-UK shareholders
Holders of Clarivate’s ordinary shares who are not resident in the United Kingdom and, in the case of an individual shareholder, not temporarily non-resident, should not be liable for UK tax on capital gains realized on a sale or other disposal of Clarivate’s ordinary shares unless (i) such ordinary shares are used, held or acquired for the purposes of a trade, profession or vocation carried on in the United Kingdom through a branch or agency or, in the case of a corporate holder of Clarivate’s ordinary shares used, held, or acquired for the purposes of a trade carried on in the United Kingdom through a permanent establishment or (ii) based on current draft legislation, in respect of disposals made on or after April 6, 2019, the Company derives 75% or more of its gross asset value from UK land. Holders of Clarivate’s ordinary shares who are not resident in the United Kingdom may be subject to non-UK taxation on any gain under local law.
Generally, an individual holder of Clarivate’s ordinary shares who has ceased to be resident in the United Kingdom for UK tax purposes for a period of five years or less and who disposes of Clarivate’s ordinary shares during that period may be liable on their return to the United Kingdom to UK taxation on any capital gain realized (subject to any available exemption or relief).
UK Stamp Duty (“stamp duty”) and UK Stamp Duty Reserve Tax (“SDRT”)
The statements in this section are intended as a general guide to the current position relating to stamp duty and SDRT and apply to any holders of Clarivate’s ordinary shares irrespective of their place of tax
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residence. Certain categories of person, including intermediaries, brokers, dealers, and persons connected with depositary receipt arrangements and clearance services, may not be liable to stamp duty or SDRT or may be liable at a higher rate or may, although not primarily liable for the tax, be required to notify and account for it under the Stamp Duty Reserve Tax Regulations 1986.
No stamp duty or SDRT will be payable on the issue of Clarivate’s ordinary shares, subject to the comments below.
Stamp duty will in principle be payable on any instrument of transfer of Clarivate’s ordinary shares that is executed in the United Kingdom or that relates to any property situated, or to any matter or thing done or to be done, in the United Kingdom. An exemption from stamp duty is available on an instrument transferring Clarivate’s ordinary shares where the amount or value of the consideration is £1,000 or less and it is certified on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions in respect of which the aggregate amount or value of the consideration exceeds £1,000. Holders of Clarivate’s ordinary shares should be aware that, even where an instrument of transfer is in principle subject to stamp duty, stamp duty is not required to be paid unless it is necessary to rely on the instrument for legal purposes, for example to register a change of ownership or in litigation in a UK court.
Provided that Clarivate’s ordinary shares are not registered in any register maintained in the United Kingdom by or on behalf of us and are not paired with any shares issued by a UK incorporated company, any agreement to transfer Clarivate’s ordinary shares will not be subject to SDRT. Clarivate currently does not intend that any register of its ordinary shares will be maintained in the United Kingdom.
If Clarivate’s ordinary shares were to be registered in a register maintained in the United Kingdom by or on behalf of us or paired with any shares issued by a UK incorporated company then, where Clarivate’s ordinary shares are transferred or issued to, or to a nominee or agent for, a person whose business is or includes the provision of clearance services or issuing depositary receipts (but not including CREST), SDRT may be payable at a rate of 1.5% of the amount or value of the consideration payable for (or, in certain circumstances, the value of) Clarivate’s ordinary shares. This liability for SDRT will strictly be accountable by the clearance service or depositary receipt system, as the case may be, but will, in practice, generally be reimbursed by participants in the clearance service or depositary receipt system.
Anticipated Accounting Treatment
The Transactions will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Churchill will be treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the Transactions will be treated as the equivalent of Clarivate issuing ordinary shares for the net assets of Churchill, accompanied by a recapitalization.
Regulatory Matters
The Transactions are not subject to any federal or state regulatory requirement or approval, except for the filings with the State of Delaware and Jersey, Channel Islands necessary to effectuate the Transactions.
Required Vote
The approval of the business combination proposal will require the affirmative vote of the holders of a majority of the then outstanding shares of Churchill common stock entitled to vote at the meeting. Additionally, the business combination will not be consummated if Churchill has less than $5,000,001 of net tangible assets after taking into account the holders of public shares that properly demanded that Churchill redeem their public shares for their pro rata share of the trust account. Further, the Merger Agreement provides that the Company is not required to consummate the Transactions if immediately prior to the consummation of the Transactions, Churchill does not have at least $550,000,000 of Available Cash. If the Company does not waive its termination right and Churchill has less than the required amount in trust, the Transactions will not be consummated.
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The approval of the business combination proposal is a condition to the consummation of the business combination. If the business combination proposal is not approved, the other proposals (except an adjournment proposal, as described below) will not be presented to the stockholders for a vote.
THE CHURCHILL BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE CHURCHILL STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.
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THE MERGER AGREEMENT
For a discussion of the merger structure and merger consideration provisions of the Merger Agreement, see the section entitled “The Business Combination Proposal.” Such discussion and the following summary of other material provisions of the Merger Agreement is qualified by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this proxy statement/​prospectus. All stockholders are encouraged to read the Merger Agreement in its entirety for a more complete description of the terms and conditions of the business combination.
Closing and Effective Time of the Transactions
The closing of the Transactions will take place promptly following the satisfaction of the conditions described below under the subsection entitled “— Conditions to Closing of the Transactions,” unless Churchill and the Company agree in writing to another time or unless the Merger Agreement is terminated. The Transactions are expected to be consummated promptly after the special meeting of Churchill’s stockholders described in this proxy statement/prospectus.
Representations and Warranties
The Merger Agreement contains representations and warranties of the Company relating, among other things, to:

proper organization;

subsidiaries;

the authorization, performance and enforceability of the Merger Agreement;

no conflict;

consent, approval or authorization of governmental authorities;

current capitalization;

financial statements;

absence of undisclosed liabilities;

litigation and proceedings;

compliance with laws;

intellectual property matters;

contracts;

benefit plans;

labor matters;

tax matters;

brokers’ fees;

insurance;

assets and property;

environmental matters;

absence of certain changes or events;

transactions with affiliates;

internal controls;

permits; and

the proxy statement.
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The Merger Agreement contains representations and warranties of Clarivate, Jersey Merger Sub and Delaware Merger Sub relating, among other things, to:

proper organization;

the authorization, performance and enforceability of the Merger Agreement;

no conflict;

governmental authorities and consents;

litigation and proceedings;

capitalization;

business activities;

the proxy statement; and

brokers’ fees.
The Merger Agreement contains representations and warranties of Churchill relating, among other things, to:

proper organization;

the authorization, performance and enforceability of the Merger Agreement;

no conflict;

litigation and proceedings;

governmental authorities and consents;

financial ability and trust account;

brokers’ fees

SEC reports, financial statements and Sarbanes-Oxley Act;

business activities;

the proxy statement;

no outside reliance;

tax matters;

capitalization; and

NYSE listing.
Covenants
The parties have each agreed to use commercially reasonable efforts to obtain any required consents and approvals and to take such other actions as may be reasonably necessary to consummate the Transactions. Churchill and the Company have each also agreed to continue to operate their respective businesses in the ordinary course prior to the closing of the Transactions. The Company and Clarivate have agreed that, unless otherwise required or permitted under the Merger Agreement, and subject to certain disclosed exceptions, neither the Company nor its subsidiaries will take the following actions during the interim period between signing of the Merger Agreement and closing of the Transactions, among others, without the prior written consent of Churchill (which consent will not be unreasonably conditioned, withheld, delayed or denied):

change or amend its certificate of incorporation, bylaws or other organizational documents;

make, declare or pay any dividend or distribution to the stockholders of the Company in their capacities as stockholders;
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effect any recapitalization, reclassification, split or other change in its capitalization;

except for the issuance of up to 50,000 options to purchase ordinary shares of the Company under the Company’s 2016 Equity Incentive Plan (the “Company Stock Plan”), authorize for issuance, issue, sell, transfer, pledge, encumber, dispose of or deliver any additional shares of its capital stock or securities convertible into or exchangeable for shares of its capital stock, or issue, sell, transfer, pledge, encumber or grant any right, option or other commitment for the issuance of shares of its capital stock, or split, combine or reclassify any shares of its capital stock;

except pursuant to the Company Stock Plan, repurchase, redeem or otherwise acquire or offer to repurchase redeem or otherwise acquire any shares of capital stock or other equity interests;

enter into, assume, assign, partially or completely amend any material term of, modify any material term of or terminate (excluding any expiration in accordance with its terms) any material contract, any lease related to the material leased real property or any collective bargaining or similar agreement (including agreements with works councils and trade unions and side letters) other than such agreements in the ordinary course consistent with past practice;

subject to certain exceptions, sell, transfer, lease, pledge or otherwise encumber, abandon, cancel or convey or dispose of any material assets, properties or business;

except as otherwise required by law or existing company benefit plans, policies or contracts of the Company or its subsidiaries in effect on the date of the Merger Agreement, (i) grant any material increase in compensation, benefits or severance to any employee, except in the ordinary course of business consistent with past practice with an annual base salary compensation less than $300,000 or for ordinary course annual salary increases for 2019 for all employees that do not exceed, in the aggregate, 4% of the aggregate salary paid by the Company and its subsidiaries in the calendar year 2018, (ii) except in the ordinary course of business, adopt, enter into or materially amend any company benefit plan (other than the Company Stock Plan and awards thereunder), (iii) grant or provide any severance or termination payments or benefits to any employee, except in connection with the hiring or firing of any employee in the ordinary course of business consistent with past practice, or (iv) hire any employee or any other individual who is providing or will provide services to the Company or its subsidiaries other than any employee with an annual base salary below $300,000 in the ordinary course of business consistent with past practice;

fail to maintain its existence;

acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any material portion of assets, securities, properties, or businesses;

adopt or enter into a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or its subsidiaries;

make any capital expenditures (or commitment to make any capital expenditures) that in the aggregate exceed $2,000,000, other than any capital expenditures consistent in all material respects with the Company’s annual capital expenditure budget;

make any loans or advances to any third-party, except any made in the ordinary course of business consistent with past practice;

make or change any material tax election or adopt or change any material tax accounting method, file any amendment to a material tax return, enter into any agreement with a governmental authority with respect to taxes, settle or compromise any claim or assessment in respect of material taxes, or consent to any extension or waiver of the statutory period of limitations applicable to any claim or assessment in respect of taxes, or take or fail to take any similar action that could have the effect of materially increasing the present or future tax liability or materially decreasing any present or future tax asset of Clarivate and its Affiliates in a manner that will disproportionately affect Churchill’s stockholders (as compared to the Company Owners) after the closing of the Transactions;
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take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or would reasonably be expected to prevent or impede, the intended tax treatment of the Transactions;

enter into any agreement that restricts the ability to engage or compete in any line of business, or enter into any agreement that restricts the ability to enter a new line of business;

enter into, renew or amend in any material respect any agreement with an affiliate;

waive, release, compromise, settle or satisfy any pending or threatened material claim or compromise or settle any material liability, other than in the ordinary course of business or that does not exceed $2,500,000 in the aggregate (net of insurance recoveries);

incur, guarantee or otherwise become liable for (whether directly, contingently or otherwise) any indebtedness, other than in connection with borrowings, extensions of credit and other financial accommodations under the Company’s existing Credit Facilities, provided, that, in no event shall any such borrowing, extension of credit or other financial accommodation be subject to any prepayment fee or penalty or similar arrangement or amend, restate or modify any terms of or any agreement with respect to any outstanding indebtedness, other than as set forth in the Merger Agreement;

make any change in financial accounting methods, principles or practices materially affecting the reported consolidated assets, liabilities or results of operations, except insofar as may have been required by a change in U.S. GAAP;

voluntarily fail to maintain, cancel or materially change coverage under any insurance policy in form and amount equivalent in all material respects to the insurance coverage currently maintained with respect to the Company and its subsidiaries and their assets and properties; and

enter into any agreement to do any of the foregoing.
The Merger Agreement also contains additional covenants of the parties, including among other things covenants providing for:

the protection of confidential information of the parties and, subject to the confidentiality requirements, the provision of reasonable access to information;

the parties to prepare and file this proxy statement/prospectus and to solicit proxies from the Churchill stockholders to vote on the proposals that will be presented for consideration at the special meeting;

customary indemnification of, and provision of insurance with respect to, former and current officers and directors of Churchill and the Company; and

each party to use commercially reasonable efforts to effect the intended tax treatment of the Transactions.
Conditions to Closing of the Transactions
General Conditions
Consummation of the Transactions is conditioned on the approval of the business combination proposal and the charter proposals as described in this proxy statement/prospectus.
In addition, the consummation of the Transactions contemplated by the Merger Agreement is conditioned upon, among other things:

the early termination or expiration of the waiting period under the Hart-Scott-Rodino Act (which has already been obtained);

no order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any governmental authority or statute, rule or regulation that is in effect and prohibits or enjoins the consummation of the Transactions;
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the redemption offer for shares of Churchill common stock shall have been completed;

Churchill having at least $5,000,001 of net tangible assets remaining after the closing;

the memorandum of association and articles of association of Clarivate shall have been amended and restated in their entirety in the form attached to the Merger Agreement;

this proxy statement/prospectus shall have become effective, no stop order shall have been issued that remains in effect and no proceeding seeking such a stop order shall have been threatened or initiated by the SEC which remains pending;

the delivery by each party to the other party of a certificate with respect to the truth and accuracy of such party’s representations and warranties as of execution of the merger agreement and as of the closing as well as the performance by such party of covenants contained in the merger agreement required to by complied with by such party prior to the closing; and

the approval for listing by the NYSE of the shares to be issued in connection with the business combination.
Churchill’s Conditions to Closing
The obligations of Churchill to consummate the Transactions contemplated by the Merger Agreement also are conditioned upon, among other things:

the accuracy of the representations and warranties of the Company, Clarivate, Jersey Merger Sub and Delaware Merger Sub (subject to customary bring-down standards);

the covenants of the Company, Clarivate, Jersey Merger Sub and Delaware Merger Sub have been performed in all material respects;

the delivery by Clarivate of an executed Director Nomination Agreement; and

the delivery by Clarivate of an executed Registrations Rights Agreement.
The Company’s Conditions to Closing
The obligations of the Company, Clarivate, Delaware Merger Sub and Jersey Merger Sub to consummate the Transactions contemplated by the Merger Agreement also are conditioned upon, among other things:

the accuracy of the representations and warranties of Churchill (subject to customary bring-down standards);

the covenants of Churchill have been performed in all material respects;

there is at least $550,000,000 of Available Cash; and

the covenants of the sponsor, the founders and Garden State under the Sponsor Agreement shall have been performed in all material respects, and no such person shall have threatened (i) that the Sponsor Agreement is not valid, binding and in full force and effect, (ii) that Clarivate or the Company is in breach of or default under the Sponsor Agreement or (iii) to terminate the Sponsor Agreement.
Waiver
Any party to the Merger Agreement may, at any time prior to the closing of the Transactions, by action taken by its board of directors, or officers thereunto duly authorized, waive any of the terms or conditions of the Merger Agreement. Notwithstanding the foregoing, pursuant to Churchill’s current amended and restated certificate of incorporation, Churchill cannot consummate the proposed business combination if it has less than $5,000,001 of net tangible assets remaining after the closing.
The existence of the financial and personal interests of the directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for Churchill and what he may believe is best for himself in determining whether or not to grant a waiver in a specific situation.
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Termination
The Merger Agreement may be terminated at any time, but not later than the closing of the Transactions, as follows:

by mutual written consent of Churchill and the Company;

by either Churchill or the Company if the transactions are not consummated on or before July 31, 2019;

by either Churchill or the Company if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently restraining, enjoining or otherwise prohibiting the Mergers, which order, decree, judgment, ruling or other action is final and nonappealable;

by either Churchill or the Company if the other party has breached any of its covenants or representations and warranties in any material respect which would cause the conditions to closing of the Transactions not to be satisfied and has not cured its breach within thirty days of the notice of an intent to terminate, provided that the terminating party is itself not in breach;

by either Churchill or the Company if, at the Churchill stockholder meeting, the Transactions shall fail to be approved by holders of Churchill’s outstanding shares (subject to any adjournment or recess of the meeting); or

by Churchill if, within two days from the date of the Merger Agreement, (i) the shareholder approval of each of the Company and Jersey Merger Sub to the Jersey Merger is not obtained or (ii) the adoption of the Merger Agreement by Clarivate in its capacity as the sole stockholder of Delaware Merger Sub is not obtained. Each of the requirements set forth in the foregoing clauses (i) and (ii) was satisfied prior to the date that was two days after the date of the Merger Agreement and, therefore, Churchill may not terminate the Merger Agreement as described in this bullet point.
Effect of Termination
In the event of proper termination by either Churchill or the Company, the Merger Agreement will become void and have no effect (other than with respect to certain surviving obligations specified in the Merger Agreement), without any liability on the part of any party thereto or its respective affiliates, officers, directors, employees or stockholders, other than liability of any party thereto for any intentional and willful breach of the Merger Agreement by such party occurring prior to such termination.
Fees and Expenses
Except as provided for in the Merger Agreement, all fees and expenses incurred in connection with the Merger Agreement and the Transactions contemplated thereby will be paid by the party incurring such expenses whether or not the Transactions are consummated.
Amendments
The Merger Agreement may be amended by the parties thereto at any time by execution of an instrument in writing signed on behalf of each of the parties. Churchill would file a Current Report on Form 8-K and issue a press release to disclose any amendment to the Merger Agreement entered into by the parties. If such amendment is material to investors, a proxy statement supplement would also be sent to holders of Churchill common stock as promptly as practicable.
Governing Law; Consent to Jurisdiction
The Merger Agreement is governed by the laws of the State of Delaware, except that the Jersey Merger shall be governed by the Jersey Companies Law. The parties to the Merger Agreement have irrevocably submitted to the exclusive jurisdiction of federal and state courts the State of Delaware.
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THE CHARTER PROPOSALS
The charter proposals, if approved, will approve the following material differences between the constitutional documents of Clarivate that will be in effect upon the closing of the Transactions and Churchill’s current amended and restated certificate of incorporation:

the name of the new public entity will be “Clarivate Analytics Plc” as opposed to “Churchill Capital Corp”;

Clarivate will have no limit on the number of shares which Clarivate is authorized to issue, as opposed to Churchill having 220,000,000 authorized shares of common stock and 1,000,000 authorized shares of preferred stock; and

Clarivate’s constitutional documents will not include the various provisions applicable only to special purpose acquisition corporations that Churchill’s amended and restated certificate of incorporation contains.
This vote, however, will not actually result in stockholders of Churchill approving Clarivate’s constitutional documents or amendments to Churchill’s corporate governing documents but instead will simply approve the aforementioned material differences in the two sets of documents.
In the judgment of Churchill’s board of directors, the charter proposals are desirable for the following reasons:

The name of the new public entity is desirable to reflect the business combination with the Company and the combined business going forward.

The unlimited number of shares of capital stock is desirable for Clarivate to have sufficient shares to issue to the holders of common stock and warrants of Churchill and the Company Owners to complete the business combination and have additional authorized shares for financing their businesses, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits.

The provisions that relate to the operation of Churchill as a blank check company prior to the consummation of its initial business combination and would not be applicable to Clarivate (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time).
Notwithstanding the foregoing, the unlimited number of authorized but unissued ordinary shares may enable Clarivate’s board of directors to render it more difficult or to discourage an attempt to obtain control of Clarivate and thereby protect continuity of or entrench its management, which may adversely affect the market price of Clarivate’s securities. If, in the due exercise of its fiduciary obligations, for example, Clarivate’s board of directors were to determine that a takeover proposal were not in the best interests of Clarivate, such shares could be issued by the board of directors without shareholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent stockholder group, by creating a substantial voting block in institutional or other hands that might support the position of the incumbent board of directors, by effect effecting an acquisition that might complicate or preclude the takeover, or otherwise. The unlimited number of additional authorized shares will, however, enable Clarivate to have the flexibility to authorize the issuance of shares in the future for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits. Clarivate currently has no such plans, proposals, or arrangements, written or otherwise, to issue any of the additional authorized shares for such purposes.
Vote Required
If the business combination proposal is not approved, the charter proposals will not be presented at the special meeting.
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The approval of each charter proposal will require the affirmative vote of the holders of a majority of the outstanding shares of Churchill common stock on the record date.
Under the Merger Agreement, the approval of the charter proposals is a condition to the adoption of the business combination proposal and vice versa.
A copy of Clarivate’s constitutional documents, as will be in effect assuming approval of all of the charter proposals and upon consummation of the business combination and filing with the Jersey Financial Services Commission, is attached to this proxy statement/prospectus as Annex B.
CHURCHILL’S BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE CHARTER PROPOSALS.
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INFORMATION ABOUT EXECUTIVE OFFICERS, DIRECTORS AND NOMINEES
At the effective time of the business combination, in accordance with the terms of the Merger Agreement, the board of directors and executive officers of Clarivate will be as follows:
Name
Age
Position
Jay Nadler
54
Chief Executive Officer and Director
Richard Hanks
54
Chief Financial Officer
Stephen Hartman
49
General Counsel and Global Head of Corporate Development
Jerre Stead
75
Executive Chairman of the Board of Directors
Anthony Munk
59
Director Nominee
Balakrishnan S. Iyer
62
Director Nominee
Charles E. Moran
64
Director Nominee
Charles J. Neral
60
Director Nominee
Karen G. Mills
65
Director Nominee
Kosty Gilis
45
Director
Matthew Scattarella
37
Director Nominee
Martin Broughton
71
Director Nominee
Michael Klein
55
Director Nominee
Nicholas Macksey
39
Director Nominee
Amir Motamedi
38
Director Nominee
Sheryl von Blucher
57
Director Nominee
(1)
Member of the Audit Committee
(2)
Member of the Nominating Committee
(3)
Member of the Compensation Committee
(4)
Member of the Risk Committee
Jay Nadler has been Chief Executive Officer of the Company and a member of its the Company’s board since January 2017. Mr. Nadler previously served as a Board member of MLM Holdings, SNL Financial, and Intellectual Property Technology Exchange. Mr. Nadler served as an advisor to RS Energy Group from March 2016 to November 2016 and to iParadigms from August 2008 to July 2014. Mr. Nadler also served as Executive in Residence at Warburg Pincus from March 2016 to October 2016 where he advised the Technology, Media and Telecommunications group and the Industrials and Business Services group. Prior to that, Mr. Nadler held senior executive roles at several private equity-sponsored companies including Chief Operating Officer of Interactive Data Corporation from October 2010 to January 2016, President of MLM Information Services from September 2005 to October 2010, and multiple roles at Information Holdings Inc. (NYSE: IHI) from April 2000 to June 2005. From 1988 to 2000, Mr. Nadler served as a Senior Executive of Thomson Financial where he served as President of individual and multiple businesses in various markets including investment banking, investment management, investor relations, sales and trading, and wealth management. Mr. Nadler is a graduate of The Wharton School at the University of Pennsylvania, where he earned a Bachelor of Science degree in Economics. Mr. Nadler was selected to serve on the board of directors due to his significant experience as a senior executive in information services.
Richard Hanks has been the Chief Financial Officer of the Company since March 2017. Mr. Hanks served as Chief Financial Officer of BDP International from April 2013 to March 2017 and as Chief Financial Officer and an Executive Vice President of infoGROUP, Inc. from 2010 to 2013. Prior to that, Mr. Hanks served as Chief Operating Officer of Enterprise Media Group (EMG) of Dow Jones & Company Inc. from 2007 to 2010 and served as its Chief Commercial Officer and Senior Vice President of Financial & Enterprise Markets where he led the corporate and financial market verticals with
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responsibility for finance, sales, marketing and product strategy. From 1999 to 2006, Mr. Hanks served as Chief Financial Officer of Factiva, LLC. Prior to that, he served as Finance Director for the Corporate and Media Information Division of Reuters, Finance Director for the Financial Times Business Limited, Director of Operations Research and Internal Audit for SmithKline Beecham PLC and Senior Manager of Corporate Finance and Restructuring at PriceWaterhouseCoopers. Mr. Hanks is a Chartered Accountant and is a graduate of the University of Nottingham, where he earned a bachelor’s degree in Industrial Economics.
Stephen Hartman has been General Counsel and Global Head of Corporate Development of the Company since July 2014. Prior to that, Mr. Hartman served as Deputy General Counsel, TR Professional, General Counsel for Thomson Scientific and as Chief Counsel (EMEA) for Thomson Financial. Before joining Thomson Reuters in 2000, Mr. Hartman served as European counsel for Primark. Mr. Hartman is a graduate of the University of Nottingham.
Jerre Stead has been the Chief Executive Officer of Churchill and a member of its Board since August 2018. Mr. Stead served as Chairman and Chief Executive Officer of IHS Markit Ltd. (Nasdaq: INFO), a world leader in critical information, analytics and solutions, from its formation in 2016 through 2017 and as Executive Chairman of its predecessor company, IHS, Inc., from 2000 through 2016 and as both Chairman and Chief Executive Officer from 2015 through 2016 and from 2006 through 2013. Mr. Stead previously served as Co-Chief Executive Officer of DTN LLC, which provides services in relation to the delivery of weather, agricultural, energy and commodity market information from 2017 to 2018 and also previously served as its Executive Chairman. Mr. Stead previously served as Chairman and CEO of Ingram Micro from 1996 to 2000 and as Chairman and CEO of Legent Corporation in 1995. Mr. Stead has also previously served as Chairman and CEO of Honeywell-Phillips Medical Electronics, Chairman and CEO of Square D Company and Chairman and CEO of AT&T Global Information Solutions. Mr. Stead has served on over 30 corporate boards during his career and in 2017 received the B. Kenneth West Lifetime Achievement Award from the National Association of Corporate Directors. Mr. Stead is a graduate of the University of Iowa in Iowa City, Iowa, where he earned a bachelor’s degree in business administration, and of the Harvard University Advanced Management Program in Switzerland. Mr. Stead was selected to serve on the board of directors due to his significant experience leading and growing companies in information services.
Anthony Munk has been a member of the Company’s Board since October 2016. Mr. Munk is a Senior Managing Director at Onex. Since joining Onex in 1988, Mr. Munk has worked on numerous private equity transactions, including the acquisitions and realizations of Husky Injection Molding Systems Ltd., RSI Home Products, Tomkins plc, Vencap Equities Alberta Ltd., Imperial Parking Ltd., ProSource Inc., and Loews Cineplex; and the initial public offering of the Cineplex Galaxy Income Fund, which acquired the Canadian operations of Loews Cineplex, Cineplex Odeon, and the operations of Onex’ subsidiary, Galaxy Entertainment. More recently, Mr. Munk was involved in the acquisitions by Onex of Ryan LLC, Jeld-Wen Holdings Inc., Jack’s Family Restaurants and Moran Foods, LLC (“Save-A-Lot”). Mr. Munk also currently serves on the boards of directors of Ryan LLC, SMG, Save-A-Lot, and Jeld-Wen. Mr. Munk previously served on the board of directors of Barrick Gold Corporation, RSI Home Products, Husky Injection Molding Systems Ltd., Cineplex Inc., and Jack’s Family Restaurants. Prior to joining Onex, Mr. Munk was a Vice President with First Boston Corporation in London, England and an Analyst with Guardian Capital in Toronto. Mr. Munk is a graduate of Queen’s University, where he earned a bachelor’s degree in Economics. Mr. Munk was selected to serve on the board of directors due to his significant experience in a variety of strategic and financing transactions and investments.
Balakrishnan S. Iyer has been a member of Churchill’s Board since September 2018. Mr. Iyer has served as a Board member of IHS Markit Ltd. (previously IHS Inc.) since 2003. Mr. Iyer also has served on the Board of Directors of Skyworks Solutions Inc. since 2002 and Power Integrations, Inc. since 2004. Previously, Mr. Iyer was Senior Vice President and Chief Financial Officer of Conexant Systems, Inc. from 1998 to 2003. He held various leadership positions at VLSI Technology Inc., including Senior Vice President and Chief Financial Officer from 1997 to 1998 and Vice President, Corporate Controller from 1993 to 1997. Mr. Iyer served on the Board of Directors of Conexant Systems from 2002 to 2011, Life Technologies (and its predecessor Invitrogen) from 2001 to 2014 and QLogic Corporation from 2003 to 2016. Mr. Iyer holds a B.Tech in Mechanical Engineering from the Indian Institute of Technology, Madras,
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an MS in Industrial Engineering from the University of California, Berkeley and an MBA in Finance from the Wharton School of the University of Pennsylvania. Mr. Iyer was selected to serve on the board of directors due to his significant financial and corporate governance experience in information services.
Charles E. Moran is the founder and former President and Chief Executive Officer of Skillsoft Corporation, a leading global provider of cloud-based learning and talent management solutions. Mr. Moran held those positions from 1998 to 2015 and remained on as the Chairman from 2015 to 2016. From 1995 to 1997, Mr. Moran served as the President and Chief Executive Officer of NETg, a subsidiary of National Education Corporation, and a provider of computer-based training for IT professionals. From 1993 to 1994, he served as the Chief Operating Officer and Chief Financial Officer of SoftDesk, a leading architecture, engineering and co