(to Prospectus dated July 1, 2020)

​

PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in, or incorporated by reference in, this prospectus supplement and the accompanying prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus supplement, accompanying prospectus and other information incorporated by reference in this prospectus supplement and accompanying prospectus carefully, before deciding to invest in our convertible preferred shares as well as the underlying ordinary shares. Some of the statements contained or incorporated by reference in this prospectus supplement and accompanying prospectus constitute forward-looking statements that involve risks and uncertainties. See “Special Note on Forward-Looking Statements” for more information.

The Company

We are a leading global information services and analytics company serving the scientific research, intellectual property and life sciences end-markets. We provide structured information and analytics to facilitate the discovery, protection and commercialization of scientific research, innovations and brands.

Clarivate Plc is organized under the laws of Jersey, Channel Islands. Our registered office is located at 4th Floor, St Paul’s Gate, 22-24 New Street, St. Helier, Jersey JE1 4TR. Our principal business offices are located at Friars House, 160 Blackfriars Road, London SE1 8EZ, United Kingdom, where our main telephone number is +44 207 433 4000. We maintain a website at www.clarivate.com. The information contained in or accessible through our website is not incorporated by reference in, and should not be considered part of, this prospectus supplement and the accompanying prospectus.

The terms “Clarivate,” the “Company,” “we,” “us” and “our” refer to Clarivate Plc.

Recent Developments

Agreement to Acquire ProQuest

On May 17, 2021, we announced our agreement to acquire ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, from Cambridge Information Group (“CIG”), Atairos and certain other equityholders for approximately $4.0 billion in cash, including the refinancing of approximately $1.0 billion of ProQuest debt, and 46,910,923 Clarivate ordinary shares, representing approximately 7% pro forma fully diluted ownership of Clarivate. We have obtained a $4.0 billion unsecured bridge facility from affiliates of the underwriters to provide certainty of funds in respect of the cash component of the purchase price. See “Underwriting.” Closing of the ProQuest acquisition is subject to customary conditions, including clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Closing is expected to occur in the third quarter of 2021.

At closing, Andrew M. Snyder, Chairman and CEO of CIG, and Michael J. Angelakis, Chairman and CEO of Atairos, will be appointed to the Clarivate board of directors. Mr. Snyder will serve as Vice Chairman of the board.

Also at closing, Clarivate will enter into an amendment to its existing Registration Rights Agreement in order to provide the ProQuest seller group with rights to require Clarivate to register their ordinary shares for resale under the Securities Act of 1933, as amended (the “Securities Act”). Under the terms of the amendment, the ProQuest seller group will agree not to dispose of their Clarivate ordinary shares until the first anniversary of the closing date, subject to certain adjustments and exceptions, and CIG will further agree to extend these lock-up restrictions to half of its Clarivate ordinary shares until the second anniversary of the closing date.

Concurrent Offering

In the concurrent offering we are offering to the public a number of ordinary shares that will generate approximately $750.0 million of gross proceeds to us and $250.0 million of gross proceeds to certain shareholders. This offering is not contingent upon closing of the concurrent offering, or vice versa. The concurrent offering is being made by means of a separate prospectus supplement and

 

accompanying prospectus, and nothing contained in this prospectus supplement shall constitute an offer to sell or a solicitation of an offer to buy any securities in the concurrent offering. See “Concurrent Offering.”

We intend to use our net proceeds from this offering and the concurrent offering to finance a portion of the purchase price for the ProQuest acquisition. This offering and the concurrent offering are not contingent on consummation of our acquisition of ProQuest and will close prior to consummation of the ProQuest acquisition. The ProQuest acquisition may be delayed or may not occur. If the ProQuest acquisition is not consummated, we intend to use the net proceeds received by us from the offerings for general corporate purposes. However, if the ProQuest acquisition has not closed by November 8, 2021, is terminated any time prior thereto or we determine in our reasonable judgment that the ProQuest acquisition will not occur, we will have the right (but not the obligation) to redeem the convertible preferred shares. In addition, if the concurrent offering is not consummated or is reduced in size, we may incur additional indebtedness or borrow under our committed bridge facility to fund the remaining portion of the cash purchase price of the ProQuest acquisition. See “Use of Proceeds.”

 

THE OFFERING

This summary highlights certain terms of the offering but does not contain all information that may be important to you. We encourage you to read this prospectus supplement and the accompanying prospectus in their entirety before making an investment decision.

12,500,000    % Series A Mandatory Convertible Preferred Shares, no par value.

We have granted the underwriters the option to purchase up to an additional          convertible preferred shares, within 30 days from the date of this prospectus supplement at the public offering price less underwriting discounts and commissions, solely to cover over-allotments.

12,500,000 shares (or          shares if the underwriters exercise their over-allotment option to purchase additional shares in full).

Concurrently with this offering of convertible preferred shares and pursuant to a separate prospectus supplement, we are offering to the public a number of ordinary shares that will generate approximately $750.0 million of gross proceeds to us and $250.0 million of gross proceeds to certain shareholders. The closing of this offering of convertible preferred shares is not contingent upon the closing of the concurrent offering, and the closing of the concurrent offering is not contingent upon the closing of this offering of convertible preferred shares. This prospectus supplement is not an offer to sell or a solicitation of an offer to buy any securities being offered in the concurrent offering. See “Concurrent Offering.”

          ordinary shares (assuming full exercise of the underwriters’ option to purchase additional convertible preferred shares and conversion of the convertible preferred shares into the maximum possible number of ordinary shares).

$100.00 per convertible preferred share

$100.00 per convertible preferred share

    % of the liquidation preference of $100.00 per convertible preferred share per year.

Dividends shall accumulate from the most recent date as to which dividends shall have been paid or, if no dividends have been paid, from the first original issue date of the convertible preferred shares, and, when, as and if our board of directors,

 

or an authorized committee thereof, declares a dividend payable with respect to the convertible preferred shares, we will pay such dividend in cash, by delivery of our ordinary shares or through any combination of cash and our ordinary shares, as determined by us in our sole discretion (subject to certain limitations); provided that any unpaid dividends will continue to accumulate.

If declared, dividends will be payable on the dividend payment dates (as described below) to holders of record at the close of business on the February 15, May 15, August 15 or November 15, as the case may be, immediately preceding the relevant dividend payment date of March 1, June 1, September 1 or December 1, as applicable (each a “Regular Record Date”), whether or not such holders early convert their convertible preferred shares, or such convertible preferred shares are automatically converted, after a Regular Record Date and on or prior to the immediately succeeding dividend payment date. The expected dividend payable on the first dividend payment date is approximately $      per convertible preferred share. Each subsequent dividend is expected to be $      per convertible preferred share. See “Description of Convertible Preferred Shares—Dividends.”

We will make each payment of a declared dividend on the convertible preferred shares in cash, except to the extent we elect to make all or any portion of such payment in our ordinary shares. If we elect to make any payment of a declared dividend, or any portion thereof, in our ordinary shares, such shares shall be valued for such purpose at the Average VWAP per ordinary share (as defined under “Description of Convertible Preferred Shares—Mandatory Conversion—​Definitions”) over the five consecutive trading day period ending on, and including, the trading day immediately preceding the applicable dividend payment date, or the “Average Price,” multiplied by 97%. Notwithstanding the foregoing, in no event will the number of our ordinary shares delivered in connection with any declared dividend, including any declared dividend payable in connection with a conversion, exceed a number equal to the declared dividend divided by $      , which amount represents approximately 35% of the Initial Price (as defined below) (subject to adjustment in a manner inversely proportional to any anti-dilution adjustment to each Fixed Conversion Rate as described below) (such dollar amount, as adjusted, the “Floor Price”). To the extent that the amount of the declared dividend exceeds the product of the number of ordinary shares delivered

 

in connection with such declared dividend and 97% of the Average Price, we will, if we are able to do so under applicable Jersey law, notwithstanding any notice by us to the contrary, pay such excess amount in cash. To the extent that we are not able to pay such excess amount in cash under applicable Jersey law, we will not have any obligation to pay such amount in cash or deliver additional ordinary shares in respect of such amount.

The “Initial Price” is calculated by dividing $100.00 by the Maximum Conversion Rate of           ordinary shares, and initially is approximately equal to the per share public offering price of our ordinary shares in the concurrent offering (or, if such concurrent offering does not price, the closing price of our ordinary shares on June          , 2021). The closing price of our ordinary shares on NYSE on June 7, 2021 is set forth on the cover page.

March 1, June 1, September 1 and December 1 of each year, commencing on September 1, 2021 and ending on, and including, June 1, 2024.

If the ProQuest acquisition has not closed on or prior to 5:00 p.m., New York City time, on November 8, 2021 or if the ProQuest acquisition agreement is terminated any time prior thereto or we determine in our reasonable judgment that the ProQuest acquisition will not occur, we may, at our option, give notice of acquisition termination redemption to the holders of the convertible preferred shares. If we provide such notice, then, on the Acquisition Termination Redemption Date (as defined herein), we will redeem the convertible preferred shares, in whole but not in part, at a redemption amount per convertible preferred share equal to the Acquisition Termination Make-whole Amount (as described herein).

The second business day immediately following the last trading day of the Settlement Period (as defined herein). The Mandatory Conversion Date is expected to be June 1, 2024.

Upon conversion on the Mandatory Conversion Date, each outstanding convertible preferred share, unless previously converted or redeemed, will automatically convert into a number of our ordinary shares equal to not more than          ordinary shares, or the “Maximum Conversion Rate,” and not less than          ordinary shares, or the “Minimum Conversion Rate,” in each case, depending on the Applicable Market Value of our

 

ordinary shares, as described below, and subject to certain anti-dilution adjustments.

The “Applicable Market Value” of our ordinary shares is the Average VWAP per ordinary share over the 30 consecutive trading day period commencing on, and including, the 31st scheduled trading day immediately preceding June 1, 2024, or the “Settlement Period.” The conversion rate will be calculated as described under “Description of Convertible Preferred Shares—Mandatory Conversion,” and the following table illustrates the conversion rate per convertible preferred share, subject to certain anti-dilution adjustments.

The “Threshold Appreciation Price” is calculated by dividing $100.00 by the Minimum Conversion Rate of          ordinary shares, and initially is approximately equal to $      , which represents an approximately    % appreciation over the Initial Price. If, on or prior to June 1, 2024, we have not declared all or any portion of the accumulated and unpaid dividends on the convertible preferred shares, the conversion rate will be adjusted so that holders receive upon conversion of the convertible preferred shares on the Mandatory Conversion Date an additional number of our ordinary shares equal to (i) the amount of such accumulated and unpaid dividends that have not been declared (such amount, the “Additional Conversion Amount”), divided by (ii) the greater of (A) the Floor Price and (B) 97% of the Average Price (calculated using June 1, 2024 as the applicable dividend payment date). To the extent that the Additional Conversion Amount exceeds the product of the number of additional ordinary shares and 97% of such Average Price, we will, if we are able to do so under applicable Jersey law, pay such excess amount in cash pro rata to the holders of the convertible preferred

 

shares. To the extent that we are not able to pay such excess amount in cash under applicable Jersey law, we will not have any obligation to pay such amount in cash or deliver additional ordinary shares in respect of such amount.

Other than during a Fundamental Change Conversion Period (as defined herein), at any time prior to June 1, 2024, holders of the convertible preferred shares have the right to elect to convert their convertible preferred shares, in whole or in part (but in no event less than one convertible preferred share), at the Minimum Conversion Rate as described under “Description of Convertible Preferred Shares—Early Conversion at the Option of the Holder.” This Minimum Conversion Rate is subject to certain anti-dilution adjustments.

If, as of the conversion date of any early conversion, or the “Early Conversion Date,” we have not declared all or any portion of the accumulated and unpaid dividends for all full dividend periods ending on or before the dividend payment date immediately prior to such Early Conversion Date, the conversion rate for such early conversion will be adjusted so that holders converting their convertible preferred shares at such time receive upon early conversion of the convertible preferred shares an additional number of our ordinary shares equal to such amount of accumulated and unpaid dividends that have not been declared for such full dividend periods, or the “Early Conversion Additional Conversion Amount,” divided by the greater of (i) the Floor Price and (ii) the Average VWAP per ordinary share over the 30 consecutive trading day period commencing on and including the 31st scheduled trading day immediately preceding the Early Conversion Date, or the “Early Conversion Average Price.” To the extent that the Early Conversion Additional Conversion Amount exceeds the product of such number of additional shares and the Early Conversion Average Price, we will not have any obligation to pay the shortfall in cash or to deliver ordinary shares in respect of such shortfall.

If a “Fundamental Change” ​(as defined under “Description of Convertible Preferred Shares—​Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount”) occurs on or prior to June 1, 2024, holders of the convertible preferred shares will have the right, during the Fundamental Change Conversion Period (as

 

defined under “Description of Convertible Preferred Shares—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount”), to convert their convertible preferred shares, in whole or in part (but in no event less than one convertible preferred share), into ordinary shares (as described in “Description of Convertible Preferred Shares—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount”) at the “Fundamental Change Conversion Rate.” The Fundamental Change Conversion Rate will be determined based on the effective date of the Fundamental Change and the price paid (or deemed paid) per ordinary share in such Fundamental Change.

Holders who convert their convertible preferred shares during the Fundamental Change Conversion Period will also receive a “Fundamental Change Dividend Make-whole Amount” equal to the present value (computed using a discount rate of    % per annum) of all remaining dividend payments on their convertible preferred shares (excluding any Accumulated Dividend Amount (as defined under “Description of Convertible Preferred Shares—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount—Fundamental Change Dividend Make-whole Amount and Accumulated Dividend Amount”)) from and including such effective date to, but excluding, June 1, 2024. We may elect to pay the Fundamental Change Dividend Make-whole Amount in cash, ordinary shares or a combination thereof. If we elect to pay the Fundamental Change Dividend Make-whole Amount in ordinary shares in lieu of cash, the number of ordinary shares that we will deliver will equal (x) the Fundamental Change Dividend Make-whole Amount divided by (y) the greater of the Floor Price and 97% of the price paid, or deemed paid, per ordinary share in the Fundamental Change.

In addition, to the extent that the Accumulated Dividend Amount exists as of the effective date of the Fundamental Change, holders who convert their convertible preferred shares within the Fundamental Change Conversion Period will be entitled to receive, upon conversion, such Accumulated Dividend Amount in cash (to the extent we are legally permitted to do so), ordinary shares or any combination thereof, at our election. If we elect to pay the Accumulated Dividend Amount in ordinary shares in lieu of

 

cash, the number of ordinary shares that we will deliver will equal (x) the Accumulated Dividend Amount divided by (y) the greater of the Floor Price and 97% of the price paid, or deemed paid, per ordinary share in the transaction resulting in such Fundamental Change.

To the extent that the sum of the Fundamental Change Dividend Make-whole Amount and Accumulated Dividend Amount or any portion thereof paid by delivering ordinary shares exceeds the product of the number of additional shares we deliver in respect thereof and 97% of the price paid or deemed paid per ordinary share in the transaction resulting in the relevant Fundamental Change, we will, if we are able to do so under applicable Jersey law, pay such excess amount in cash. To the extent that we are not able to pay such excess amount in cash under applicable Jersey law, we will not have any obligation to pay such amount in cash or deliver additional ordinary shares in respect of such amount.

However, if we are prohibited from paying or delivering, as the case may be, the Fundamental Change Dividend Make-whole Amount (whether in cash or in ordinary shares), in whole or in part, due to limitations of applicable Jersey law, the Fundamental Change Conversion Rate will instead be increased by a number of ordinary shares equal to the cash amount of the aggregate unpaid and undelivered Fundamental Change Dividend Make-whole Amount, divided by the greater of (i) the Floor Price and (ii) 97% of the price paid (or deemed paid) per ordinary share in the Fundamental Change. To the extent that the cash amount of the aggregate unpaid and undelivered Fundamental Change Dividend Make-whole Amount exceeds the product of such number of additional shares and 97% of the price paid (or deemed paid) per ordinary share in the Fundamental Change, we will not have any obligation to pay the shortfall in cash.

See “Description of Convertible Preferred Shares—Conversion at the Option of the Holder upon Fundamental Change; Fundamental Change Dividend Make-whole Amount—Fundamental Change Dividend Make-whole Amount and Accumulated Dividend Amount.”

Except as specifically required by applicable Jersey law or by our amended and restated memorandum and articles of association from time to time, the holders of convertible preferred shares will have no voting rights.

 

Whenever dividends on any convertible preferred shares have not been declared and paid for the equivalent of six or more dividend periods (including, for the avoidance of doubt, the dividend period beginning on, and including, the initial issue date of the convertible preferred shares and ending on, but excluding, September 1, 2021), whether or not for consecutive dividend periods, the holders of the convertible preferred shares, voting together as a single class with holders of any and all other series of preferred shares ranking equally with the convertible preferred shares and having similar voting rights, will be entitled, at our next annual meeting of shareholders or at a special meeting of shareholders, to vote for the election of a total of two additional members of our board of directors, subject to certain limitations described herein.

So long as any convertible preferred shares remain outstanding, we will not, without the affirmative vote or consent of the holders of at least two-thirds in voting power of the outstanding convertible preferred shares, voting as a separate class, (i) issue, authorize, create, or increase the authorized amount of, any Senior Shares (as defined below), (ii) amend, alter or repeal the provisions of our amended and restated memorandum and articles of association or the statement of rights with respect to the convertible preferred shares so as to materially and adversely affect the special rights, preferences, privileges or voting powers of the convertible preferred shares or (iii) consummate a binding share exchange or reclassification involving the convertible preferred shares or a merger or consolidation of us with another entity unless the convertible preferred shares remain outstanding or are converted into or exchanged for preference securities with terms not materially less favorable to holders, taken as a whole, in each case, subject to certain limitations described herein.

See “Description of Convertible Preferred Shares—Voting Rights.”

The convertible preferred shares, with respect to dividend rights and/or distribution rights upon our liquidation, winding-up or dissolution, as applicable, will rank:

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senior to (i) our ordinary shares and (ii) each other class or series of our share capital established after the first original issue date of the convertible preferred shares, the terms of which do not expressly provide that such class or series ranks either (x) senior to the

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convertible preferred shares as to dividend rights or distribution rights upon our liquidation, winding-up or dissolution or (y) on parity with the convertible preferred shares as to dividend rights and distribution rights upon our liquidation, winding-up or dissolution, in each case without regard to whether dividends accrue cumulatively or non-cumulatively;

•

on parity with any class or series of our share capital established after the first original issue date of the convertible preferred shares the terms of which expressly provide that such class or series will rank on parity with the convertible preferred shares as to dividend rights and/or distribution rights upon our liquidation, winding-up or dissolution, in each case without regard to whether dividends accrue cumulatively or non-cumulatively;

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•

junior to each class or series of our share capital established after the first original issue date of the convertible preferred shares the terms of which expressly provide that such class or series will rank senior to the convertible preferred shares as to dividend rights and/or distribution rights upon our liquidation, winding-up or dissolution, in each case without regard to whether dividends accrue cumulatively or non-cumulatively; and

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•

junior to our and our subsidiaries’ existing and future indebtedness.

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In addition, with respect to dividend rights and distribution rights upon our liquidation, winding-up or dissolution, the convertible preferred shares will be structurally subordinated to existing and future indebtedness and other obligations of each of our subsidiaries. For information concerning the ranking of the convertible preferred shares, see “Description of Convertible Preferred Shares—​Ranking.”

As of March 31, 2021, we had total outstanding indebtedness of approximately $3.5 billion, and no outstanding preferred shares. Assuming we raise aggregate gross proceeds of $2.0 billion in this offering and the concurrent offering, we expect to incur an additional approximately $2.0 billion in debt in order to finance the ProQuest acquisition. We have the ability to, and may, incur additional indebtedness in the future.

We expect to receive approximately $1.2 billion in net proceeds from our sale of convertible preferred shares in this offering, or approximately $          if the underwriters exercise in full

 

their option to purchase additional convertible preferred shares, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use our net proceeds from this offering and the concurrent offering to finance a portion of the purchase price for the ProQuest acquisition. This offering and the concurrent offering are not contingent on consummation of our acquisition of ProQuest and will close prior to consummation of the ProQuest acquisition. The ProQuest acquisition may be delayed or may not occur. If the ProQuest acquisition is not consummated, we intend to use the net proceeds received by us from the offerings for general corporate purposes. See “Use of Proceeds.” However, if the ProQuest acquisition has not closed by November 8, 2021, the ProQuest acquisition agreement is terminated any time prior thereto or we determine in our reasonable judgment that the ProQuest acquisition will not occur, we will have the right, but not the obligation, to redeem the convertible preferred shares.

The material U.S. federal income tax considerations of owning and disposing of the convertible preferred shares and any ordinary shares received upon conversion thereof are described in “Tax Considerations—U.S. Federal Income Tax Considerations.”

We intend to apply to list the convertible preferred shares on NYSE under the symbol “CLVT PR A.” Our ordinary shares are listed on NYSE under the symbol “CLVT.”

We, the members of our board of directors, our executive officers and certain shareholders have agreed with the underwriters, subject to certain exceptions, not to offer, sell, or dispose of any ordinary shares or securities convertible into or exchangeable or exercisable for ordinary shares during the 45-day period following the date of this prospectus supplement, subject to customary exclusions including that we may consummate the concurrent offering. In addition, for certain of our other shareholders, we have agreed not to waive their lock-up restrictions under our investor rights agreement during the 45-day period following the date of this prospectus supplement. We intend to file a “shelf” registration statement on Form S-3 with the SEC shortly after completion of this offering, but this registration statement, once declared effective, would not be made available under the current terms of the lock-up agreements for the issuance or resale of any

 

securities that are subject to these lock-up agreements while they remain in effect. See “Underwriting.”

Continental Stock Transfer & Trust Company is the transfer agent, registrar, conversion agent and dividend disbursement agent for the convertible preferred shares.

See “Risk Factors” and the other information included and incorporated by reference in this prospectus supplement and the accompanying prospectus for a discussion of factors you should consider before deciding to invest in our convertible preferred shares.

The number of ordinary shares to be outstanding after this offering is based on 612,071,684 ordinary shares outstanding as of June 2, 2021, and excludes, except where indicated:

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6,158,446 ordinary shares issuable upon the exercise of options outstanding under our 2019 Incentive Award Plan as of June 2, 2021 which are exercisable at various prices ranging from $6.61 to $37.48 per ordinary share;

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•

3,281,011 ordinary shares underlying restricted stock units that were granted under our 2019 Incentive Award Plan as of June 2, 2021;

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•

1,401,043 ordinary shares underlying performance stock units that were granted under our 2019 Incentive Award Plan as of June 2, 2021;

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•

17,813,826 ordinary shares issuable upon exercise of outstanding warrants at an exercise price of $11.50 per ordinary share as of June 2, 2021;

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•

46,910,923 ordinary shares to be issued to the ProQuest sellers on consummation of the ProQuest acquisition; and

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•

         ordinary shares to be reserved for issuance upon conversion of the convertible preferred shares being offered by us in this offering.

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Unless otherwise indicated, all information in this prospectus supplement assumes no exercise by the underwriters of their options to purchase additional convertible preferred shares or ordinary shares in this offering or the concurrent offering.

 

SUMMARY HISTORICAL, COMBINED PRO FORMA AND OTHER FINANCIAL INFORMATION

The summary historical, combined pro forma and other financial information set forth below has been derived from:

•

our audited consolidated financial statements as of and for the years ended December 31, 2020, 2019 and 2018, and unaudited interim consolidated financial statements as of and for the three months ended March 31, 2021 and 2020, prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and incorporated by reference into this prospectus supplement, and

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•

our combined pro forma financial information as of and for the year ended December 31, 2020 and the three months ended March 31, 2021, also incorporated by reference into this prospectus supplement.

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In the opinion of management, the interim financial statements and interim combined pro forma financial information reflect all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the results and information for the interim periods covered thereby. The results of operations for any interim period are not necessarily indicative of the results to be expected for a full year or any future period.

The combined pro forma financial information is presented in this prospectus supplement subject to the detailed bases, explanations and assumptions incorporated herein by reference to our Current Report on Form 8-K filed on June 8, 2021 and should be read in conjunction therewith. The combined pro forma financial information is not necessarily indicative of what our results of operations would have been if the ProQuest and other acquisitions described therein had been consummated on January 1, 2020 or of the results to be expected for any future period.

The other information set forth below includes the non-GAAP financial measures Adjusted revenue, Adjusted EBITDA and Adjusted EBITDA margin. Non-GAAP financial measures are not presentations made in accordance with GAAP and are presented only as a supplement to our financial statements based on GAAP. Non-GAAP financial measures are provided to enhance the reader’s understanding of our financial performance, but none of these non-GAAP financial measures is a recognized term under GAAP. They are not measures of financial condition or liquidity, and should not be considered as alternatives to results of operations for the relevant period determined in accordance with GAAP or operating cash flows determined in accordance with GAAP. As a result, you should not consider such measures in isolation from, or as a substitute for, results of operations or other financial measures calculated or determined in accordance with GAAP. We use non-GAAP financial measures in our operational and financial decision-making. We believe that such measures allow us to focus on what we deem to be a more reliable indicator of ongoing operating performance and our ability to generate cash flow from operations and we also believe that investors may find these non-GAAP financial measures useful for the same reasons. Non-GAAP financial measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies like us. These measures can be useful in evaluating our performance against our peers, although non-GAAP measures have limitations as analytical tools because, among other things, companies do not use identical calculations and our non-GAAP financial measures may not be comparable to other companies’ similarly titled measures. Our presentation of non-GAAP financial measures should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that any projections and estimates will be realized in their entirety or at all.

Amounts in tables may not sum due to rounding.

 

Summary Historical Financial Information

 

Summary Combined Pro Forma Financial Information

Other Financial Information

(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 revenues for the periods presented:

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(a)

Reflects the deferred revenues adjustment made as a result of purchase accounting.

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(b)

Reflects the revenue generated by the IPM product line for the year ended December 31, 2018. We sold the IPM product line in October 2018.

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(2)

Adjusted EBITDA represents net (loss) income before provision for income taxes, depreciation and amortization, 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 divestitures), losses on extinguishment of debt, stock-based compensation, unrealized foreign currency gains/​(losses), costs associated with the transition services agreement with Thomson Reuters, which we entered into in connection with our separation from Thomson Reuters in 2016, separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, costs related to our merger with Churchill Capital Corp in 2019, non-cash income/(loss) on equity and cost method investments, non-operating income or expense, the impact of certain non-cash, legal settlements, mark-to-market adjustments on financial instruments and other items that are included in net income for the period that we do not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. The following table reconciles loss from operations to Adjusted EBITDA for the periods presented:

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(a)

In 2020, this is related to a new transition services agreement and offset by the reverse transition services agreement from the sale of MarkMonitor.

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(b)

Includes costs incurred in connection with and after our separation from Thomson Reuters in 2016 relating to the implementation of our standalone company infrastructure and related cost-savings initiatives. These costs include mainly transition consulting, technology infrastructure, personnel and

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severance expenses relating to our standalone company infrastructure, which are recorded in transition, integration, and other line-items of our income statement, as well as expenses related to the restructuring and transformation of our business following our separation from Thomson Reuters in 2016, mainly related to the integration of separate business units into one functional organization and enhancements in our technology.

(c)

Reflects the deferred revenues adjustment as a result of purchase accounting.

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(d)

Includes costs incurred to complete business combination transactions, including acquisitions, dispositions and capital market activities and include advisory, legal, and other professional and consulting costs. This also includes the mark-to-market adjustments on the contingent stock consideration associated with the CPA Global and DRG acquisitions, as well as the mark-to-market adjustment associated with the CPA phantom share liability plan.

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(e)

Reflects costs related to restructuring and impairment associated with the acquisition of DRG and CPA Global in 2020. This also includes costs incurred in connection with the initiative, following our merger with Churchill Capital Corp in 2019, to streamline our operations by simplifying our organization and focusing on two segments.

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(f)

Reflects mark-to-market adjustments on financial instruments under Accounting Standards Codification 815, Derivatives and Hedging (ASC 815). Warrant instruments that do not meet the criteria to be considered indexed to an entity’s own stock shall be initially classified as a liability at their estimated fair values, regardless of the likelihood that such instruments will ever be settled in cash. In periods subsequent to issuance, changes in the estimated fair value of the liabilities are reported through earnings.

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(g)

Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other items that do not reflect our ongoing operating performance.

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(3)

Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by Adjusted revenues.

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Summary of Risk Factors

Please see our existing risk factors, incorporated by reference herein, for important details regarding the risk factors summarized below:

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We may not consummate the ProQuest acquisition, and this offering is not conditioned on consummation of the ProQuest acquisition.

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We may be unable to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments or dispositions, including anticipated revenue and cost synergies, and costs associated with achieving synergies or integrating such acquisitions may exceed our expectations.

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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 adversely impact our business.

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You will bear the risk of a decline in the market price of our ordinary shares between the pricing date for the convertible preferred shares and the Mandatory Conversion Date.

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Purchasers of our convertible preferred shares may not realize any or all of the benefit of an increase in the market price of our ordinary shares. The opportunity for equity appreciation provided by your investment in the convertible preferred shares is less than that provided by a direct investment in our ordinary shares.

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The market price of our ordinary shares has been and could remain volatile and will directly affect the market price for our convertible preferred shares.

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The convertible preferred shares are subject to redemption in whole, but not in part, at our option if the ProQuest acquisition is not consummated on or prior to the close of business on November 8, 2021 or if an Acquisition Termination Event occurs.

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The adjustment to the conversion rate and the payment of the Fundamental Change Dividend Make-whole Amount upon the occurrence of certain Fundamental Changes may not adequately compensate you for the lost option value and lost dividends as a result of early conversion upon a Fundamental Change.

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The Fixed Conversion Rates of the convertible preferred shares may not be adjusted for all dilutive events that may adversely affect the market price of the convertible preferred shares or the ordinary shares issuable upon conversion of the convertible preferred shares.

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Regulatory actions may adversely affect the trading price and liquidity of the convertible preferred shares.

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You will have no rights with respect to our ordinary shares until the convertible preferred shares are converted, but you may be adversely affected by certain changes made with respect to our ordinary shares.

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You will have no voting rights with respect to the convertible preferred shares except under limited circumstances.

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The convertible preferred shares will rank junior to all of our and our subsidiaries’ consolidated liabilities.

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Our ability to declare and pay dividends on our share capital, including the convertible preferred shares may be limited.

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You may be subject to tax upon an adjustment to the conversion rate of the convertible preferred shares or upon a distribution paid in ordinary shares even though you do not receive a corresponding cash distribution.

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Certain rights of the holders of the convertible preferred shares could delay or prevent an otherwise beneficial takeover or takeover attempt of us and, therefore, the ability of holders of convertible preferred shares to exercise their rights associated with a potential Fundamental Change.

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An active trading market for the convertible preferred shares does not exist and may not develop.

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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, macroeconomic market conditions and changing regulatory requirements, our revenues could be adversely affected.

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The loss of, or the inability to attract and retain, key personnel could impair our future success.

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Our collection, storage and use of personal data are subject to applicable data protection and privacy laws, and any failure to comply with such laws may harm our reputation and business or expose us to fines and other enforcement action.

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Our business continuity plans may not be effective against events that may adversely impact our business.

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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.

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Increased accessibility to free or relatively inexpensive information sources may reduce demand for our products and services.

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We operate in a highly competitive industry and we may be adversely affected by competition and other changes in our markets.

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We generate a significant percentage of our revenues from recurring subscription-based arrangements and highly predictable re-occurring transactional arrangements. If we are unable to maintain a high annual revenue renewal rate, our results of operations could be adversely affected.

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Our brand and reputation are key assets and competitive advantages of our company and our business may be affected by how we are perceived in the marketplace.

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The international scope of our operations may expose us to increased risk, and our international operations and corporate and financing structure may expose us to potentially adverse tax consequences.

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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.

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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.

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Actions by governments that restrict access to our platform in their countries could substantially harm our business and financial results.

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We may face IP infringement claims that could be costly to defend and result in our loss of significant rights.

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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.

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Our indebtedness could adversely affect our business, financial condition, and results of operations.

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Our outstanding warrants are accounted for as liabilities and are recorded at fair value with changes in fair value each period reported in earnings, which may cause volatility in our earnings and thus may have an adverse effect on the market price of our ordinary shares.

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