Subsequent Events

9 Months Ended

Sep. 30, 2020

Subsequent EventsOn October 1, 2020, the Company completed the previously announced combination with CPA Global, a global leader in intellectual property software and tech-enabled services. Clarivate acquired all of the outstanding shares of CPA Global in a cash and stock transaction. The aggregate consideration in connection with the closing of the CPA Global acquisition was $8,722,563, net of $91,878 cash acquired and including an equity holdback consideration of $46,485. The aggregate consideration was comprised of (i) $6,761,515 from the issuance of up to 218,183,778 ordinary shares to Redtop Holdings Limited, a portfolio company of Leonard Green & Partners, L.P., representing approximately 35% pro forma fully diluted ownership of Clarivate and (ii) approximately $2,052,926 in cash to fund the repayment of CPA Global's parent company outstanding debt. Of the 218,306,663 ordinary shares issuable in the acquisition, Clarivate issued 216,683,778 ordinary shares as of October 1, 2020.


Issuance of 218,183,778 shares	$	6,761,515
Cash paid for repayment CPA Global's parent company debt	2,052,926
Total purchase price	8,814,441
Cash acquired	(91,878)
Total purchase price, net of cash acquired	$	8,722,563

The Company recorded costs related to the CPA Global combination within Transaction expense in the Quarterly Condensed Consolidated Statements of Operations during three and nine months ended September 30, 2020, as follows:


Accounting and legal fees	$	8,493
Other	290
Total	$	8,783

On October 1, 2020, in connection with the CPA Global acquisition, the Company incurred an incremental $1,600,000 of borrowings under our term loan facility and used the net proceeds from such borrowings to fund a portion of the repayment of CPA Global's $2,052,926 of outstanding debt. The Company borrowed $60,000 on the existing Revolving Credit Facility and used the net proceeds from such borrowings to fund the debt extinguishment costs in connection with funding of the repayment of CPA Global's outstanding debt. $187,663 remains undrawn subsequent to the borrowing.

On August 12, 2020, the company entered into an agreement pursuant to which, on October 26, 2020, it acquired control of Beijing IncoPat Technology Co., Ltd. (“IncoPat”), a leading patent information service provider in China via cash on hand. IncoPat is complementary to Clarivate’s intellectual property portfolio. The Company will consolidate the financial results of IncoPat beginning in the fourth quarter of 2020.