Clarivate Analytics announces closing of financing transaction

LONDON and PHILADELPHIA, Oct. 31, 2019 /PRNewswire/ -- Clarivate Analytics Plc ("Clarivate") (NYSE: CCC; CCC.WS) announced today the closing of its previously announced private offering of $700 million in aggregate principal amount of 4.50% Senior Secured Notes due 2026 (the "Notes") and its new $1.15 billion senior secured credit facility (the "Credit Facility"). Interest on the Notes will be payable semi-annually on May 1 and November 1 of each year, beginning on May 1, 2020. The Notes will mature on November 1, 2026. The Notes were issued by Camelot Finance S.A., an indirect wholly-owned subsidiary of Clarivate, are secured on a first-lien pari passu basis with borrowings under the Credit Facility and are guaranteed on a joint and several basis by certain of Clarivate's subsidiaries. The Credit Facility consists of a $900 million term loan, fully drawn at closing, and a $250 million revolving credit facility, which was undrawn at closing.

Clarivate intends to use the net proceeds from the offering of Notes, together with proceeds from the Credit Facility, to refinance all amounts outstanding under its existing credit facility, to redeem its 7.875% Senior Notes due 2024 and pay fees and expenses related to the foregoing, and to fully fund its $200 million payment obligation under the agreement terminating its tax receivable agreement, as previously announced on August 22, 2019. Any remaining proceeds will be used for general corporate purposes.

The offering of Notes was made in a private transaction in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), only to investors who are reasonably believed to be "qualified institutional buyers," as that term is defined in Rule 144A under the Securities Act, and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.