CLARIVATE Plc (Form: 8-K, Received: 07/29/2021 06:08:50)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (date of earliest event reported): July 29, 2021 (July 28, 2021)

CLARIVATE PLC

(Exact name of registrant as specified in its charter)

Jersey, Channel Islands	001-38911	N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Friars House
160 Blackfriars Road
London SE1 8EZ
United Kingdom

(Address of Principal Executive
Offices)(Zip Code)

(Registrant’s Telephone Number, Including Area Code) (44) 207-433-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, no par value	CLVT	New York Stock Exchange
5.25% Series A Mandatory Convertible Preferred Shares, no par value	CLVT PR A	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, 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 13(a) of the Exchange Act. ¨

Item 1.01. Entry Into a Material Definitive Agreement.

The information set forth under Item 8.01 of this Current Report on Form 8-K is incorporated herein by reference. A copy of the Amendment referred to therein is attached hereto as Exhibit 2.1 and incorporated by reference herein, and the information set forth under Item 8.01 is qualified in its entirety by reference thereto.

Item 2.02. Results of Operations and Financial Condition.

On July 29, 2021, Clarivate Plc (“Clarivate,” the “Company,” “we,” “our” or “us”) issued a press release announcing earnings for the second quarter ended June 30, 2021. The press release has been furnished with this Current Report on Form 8-K as Exhibit 99.1 and is posted on the investor relations section of the Company’s website (http://ir.clarivate.com/).

The information in this Item 2.02, including Exhibit 99.1 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as otherwise expressly stated in such filing.

Item 7.01. Regulation FD Disclosure.

On July 29, 2021, Clarivate posted to its website supplemental information related to revenue, earnings and guidance. The supplemental information has been furnished with this Current Report on Form 8-K as Exhibit 99.2 and is posted on the investor relations section of the Company’s website (http://ir.clarivate.com/).

The information in this Item 7.01, including Exhibit 99.2 furnished herewith, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any filing pursuant to the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.

Item 8.01. Other Events.

As previously announced, on May 15, 2021, Clarivate entered into an agreement (the “Transaction Agreement”) to acquire ProQuest, a leading global software, data and analytics provider to academic, research and national institutions, from Cambridge Information Group and certain other equityholders (collectively, the “Seller Group”) for approximately $4.0 billion in cash, including the refinancing of approximately $1.0 billion of ProQuest debt, and approximately 46.9 million Clarivate ordinary shares.

On June 10, 2021, Clarivate announced that it had priced an offering of its ordinary shares with net proceeds to the Company of approximately $724 million, and an offering of its 5.25% Series A Mandatory Convertible Preferred Shares (the “Convertible Preferred Shares”) with net proceeds to the Company of approximately $1.39 billion (which included full exercise of the underwriters’ option to purchase additional Convertible Preferred Shares). The offerings of ordinary shares and Convertible Preferred Shares closed on June 14, 2021. Clarivate announced that it intended to use the net proceeds from these equity offerings to finance a portion of the purchase price for the pending acquisition of ProQuest. Pursuant to the terms of the Convertible Preferred Shares, Clarivate will have the option to redeem the Convertible Preferred Shares, in whole but not in part, by notice given at Clarivate’s option within 75 calendar days following the earlier of (a) November 8, 2021, if completion of the ProQuest acquisition has not then occurred and (b) the date on which an “Acquisition Termination Event” (as defined in the Convertible Preferred Shares) occurs.

Also on June 10, 2021, Clarivate announced that its wholly owned subsidiary Clarivate Science Holdings Corporation (“CSHC”) had priced a private offering of $1.0 billion of 3.875% senior secured notes due 2028 and $1.0 billion of 4.875% senior notes due 2029 (collectively, the “Notes”). The offering of Notes closed on June 24, 2021. Clarivate announced that it intended to use the net proceeds from the Notes offering to finance a portion of the purchase price for the pending acquisition of ProQuest. The proceeds from the Notes offering are currently held in escrow pending completion of the ProQuest acquisition. Pursuant to the terms of the Notes, in the event that (a) the escrow agent and the Notes trustee shall not have been notified on or prior to November 8, 2021 of the satisfaction of the escrow release conditions, which include completion of the ProQuest acquisition, or (b) CSHC notifies the escrow agent and the Notes trustee that in its reasonable judgment such escrow release conditions will not be satisfied on or prior to November 8, 2021, CSHC will be obligated to redeem all of the outstanding Notes at a price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but not including, the date of such redemption.

On July 28, 2021, Clarivate received a second request for documents and other information from the Federal Trade Commission (the “FTC”), which is reviewing the ProQuest acquisition pursuant to authority under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. In view of the FTC’s second request, on July 28, 2021, Clarivate and the Seller Group entered into an amendment (the “Amendment”) to the Transaction Agreement extending the outside date for completion of the acquisition from November 8, 2021 to December 31, 2021. Although the Company hopes to be in a position to complete the proposed acquisition in the second half of 2021, the Company and the Seller Group each have the option to extend the new outside date to April 29, 2022.

As noted above, Clarivate will have the option (but not the obligation) to redeem the Convertible Preferred Shares, and CSHC will have the obligation to redeem the Notes, in the circumstances and pursuant to the conditions described above. At this time, Clarivate has no intention to redeem the Convertible Preferred Shares even if the ProQuest acquisition is not completed by November 8, 2021 because Clarivate currently expects the ProQuest acquisition to be completed within the timetable contemplated by the Amendment.

With respect to the Notes, if the ProQuest acquisition is not completed by November 8, 2021, CSHC would be obligated to redeem all outstanding Notes whether or not Clarivate expects the ProQuest acquisition to be completed within the timetable contemplated by the Amendment. Depending on Clarivate’s expectations with respect to the likely timing of completion of the ProQuest acquisition and Clarivate’s view of market conditions, Clarivate currently expects either (a) to conduct an exchange offer pursuant to which CSHC would offer holders of Notes the opportunity to exchange their Notes for substantially identical notes with escrow release conditions consistent with the timetable contemplated by the Amendment or (b) to cause CSHC to redeem the Notes in accordance with their terms, which could include redeeming such Notes before November 8, 2021 if CSHC notifies the escrow agent and the applicable Notes trustee that in its reasonable judgment the escrow release conditions will not be satisfied on or prior to November 8, 2021. In the event Clarivate elects to conduct such an exchange offer, for any Notes that are not exchanged in such an exchange offer, CSHC would redeem such unexchanged Notes if and when required in accordance with their terms at a price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but not including, the date of such redemption. Clarivate has obtained a $2.0 billion unsecured bridge facility to provide certainty of funds if the Company does not conduct such an exchange offer or any such exchange offer does not result in all of the Notes being exchanged, and CSHC therefore redeems all or any portion of the Notes prior to completion of the ProQuest acquisition.

Forward-Looking Statements

This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: guidance outlook and predictions relating to expected operating results, such as revenue growth and earnings; our expectations around our ability to consummate our pending acquisition of ProQuest, which is subject to customary closing conditions including receipt of approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; any actions we may take in connection with financing the ProQuest acquisition, including actions in respect of the Notes and the Convertible Preferred Shares; strategic actions such as acquisitions, joint ventures, and dispositions, including the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our ability to successfully realize cost savings initiatives and transition services expenses; our belief that we have sufficiently liquidity to fund our ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, the COVID-19 pandemic and governmental responses thereto, contingent liabilities, and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption “Risk Factors” in our 2020 annual report on Form 10-K/A, along with our other filings with the SEC. However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or on our website at www.clarivate.com.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

No.		Description
2.1		Amendment to ProQuest Transaction Agreement
99.1		Press release issued by Clarivate Plc dated July 29, 2021
99.2		Supplemental Information dated July 29, 2021
104		The cover page from the Company's Current Report on Form 8-K dated July 29, 2021, formatted in Inline XBRL

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CLARIVATE PLC

Date: July 29, 2021	By:	/s/ Richard Hanks
	Name:	Richard Hanks
	Title:	Chief Financial Officer

Exhibit 2.1

AMENDMENT NO. 1 TO

TRANSACTION AGREEMENT

This AMENDMENT NO. 1, dated as of July 28, 2021 (this “Amendment”), to the Transaction Agreement, dated as of May 15, 2021 (the “Transaction Agreement”), by and among Clarivate Plc, a public limited company organized under the laws of the Island of Jersey (“Cornell Parent”), ProQuest Holdings LLC, a Delaware limited liability company (“Penn Parent”), Cambridge Information Group III LLC, a Delaware limited liability company, in its capacity as the representative of the Equityholders as set forth therein (the “Equityholders’ Representative”), and the other parties signatory thereto, is made and entered into by and among Cornell Parent, Penn Parent and the Equityholders’ Representative. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Transaction Agreement.

WHEREAS, the parties to this Amendment desire to amend the Transaction Agreement as set forth herein; and

WHEREAS, the parties hereto constitute all of the parties required by Section 13.02(a) of the Transaction Agreement to amend the Transaction Agreement.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Amendments to Transaction Agreement. The Transaction Agreement is hereby amended as set forth in this Section 1:

a) The reference to “(collectively, with Penn Parent, the “Selling LPs”)” in the preamble of the Transaction Agreement is hereby deleted in its entirety and replaced with the following: “(collectively, the “Selling LPs”)”.

b) The eighth and ninth whereas clauses of the Transaction Agreement are hereby amended and restated in its entirety as follows:

“WHEREAS, immediately following the Second Equity Sale, (i) Penn Holdings Canada desires to distribute to Penn LLC the proceeds from the Second Equity Sale, and (ii) Penn LLC desires to use the proceeds from the First Equity Sale and the proceeds received pursuant to clause (i) above to repay a portion of the Specified Closing Indebtedness (the “Initial Debt Repayment”);

WHEREAS, immediately following the Initial Debt Repayment, Penn Parent and the Selling LPs desire to sell to Cornell US Buyer 1 and Cornell US Buyer 2, and Cornell US Buyer 1 and Cornell US Buyer 2 desire to purchase from Penn Parent and the Selling LPs, the Penn LP Acquired Securities, upon the terms and subject to the conditions hereinafter set forth (the “Third Equity Sale” and, together with the First Equity Sale and the Second Equity Sale, the “Equity Sales”);”

c) Subclause (iv) of the thirteenth whereas clause of the Transaction Agreement is hereby amended and restated in its entirety as follows:

“(iv) the acquisition of the Penn LP Buyer 1 Acquired Securities by Cornell US Buyer 1 from Penn Parent and the Selling LPs be treated as a taxable sale and purchase of the Penn LP Buyer 1 Acquired Securities under Section 741 and Section 1001 of the Code,”

d) Section 2.03(c)(ii) of the Transaction Agreement is hereby amended and restated in its entirety as follows:

“Cornell Parent shall, on behalf of Cornell Canada Buyer, deliver, or cause to be delivered, to Penn Holdings Canada (or at Penn Holding Canada’s direction, to the payees set forth in the Payoff Letters in respect of a portion of the Specified Closing Indebtedness) the applicable portion of the Closing Cash Consideration payable in respect of the Penn Canada Acquired Securities, as determined in accordance with Section 2.07.

e) Section 2.03(d) of the Transaction Agreement is hereby amended and restated in its entirety as follows:

“At the Closing and immediately following the Second Equity Sale, in accordance with Section 2.01 and upon the terms and subject to the conditions set forth in this Agreement:

(i) Penn Parent and the Selling LPs shall transfer and deliver to Cornell US Buyer 1, and Cornell US Buyer 1 shall purchase, acquire and accept, 99% of Penn Parent’s Penn LP Acquired Securities and 99% of the Selling LPs’ Penn LP Acquired Securities (which in the aggregate represent 99% of the total Penn LP Acquired Securities, the “Penn LP Buyer 1 Acquired Securities”) free and clear of any Liens (other than generally applicable transfer restrictions under applicable state and federal securities laws);

(ii) Penn Parent and the Selling LPs shall transfer and deliver to Cornell US Buyer 2, and Cornell US Buyer 2 shall purchase, acquire and accept, the remaining Penn LP Acquired Securities that are not Penn LP Buyer 1 Acquired Securities (collectively, the “Penn LP Buyer 2 Acquired Securities”) free and clear of any Liens (other than generally applicable transfer restrictions under applicable state and federal securities laws);

(iii) Cornell US Buyer 1 shall deliver, or cause to be delivered, to Penn Parent the applicable portion of the Equity Consideration and the Cash Consideration, and to the Selling LPs the applicable portion of the Cash Consideration, payable in respect of the Penn LP Buyer 1 Acquired Securities, as determined in accordance with Section 2.07 (i.e., in the aggregate 99% of the portion of the Equity Consideration and the Cash Consideration paid pursuant to the Third Equity Sale); and

(iv) Cornell US Buyer 2 shall deliver, or cause to be delivered, to Penn Parent the applicable portion of the Equity Consideration and the Cash Consideration, and to the Selling LPs the applicable portion of the Cash Consideration, payable in respect of the Penn LP Buyer 2 Acquired Securities, as determined in accordance with Section 2.07 (i.e., in the aggregate 1% of the portion of the Equity Consideration and the Cash Consideration paid pursuant to the Third Equity Sale).”

f) Section 2.04(a)(ii) of the Transaction Agreement is hereby amended and restated in its entirety as follows: “on behalf of the Acquired Company Entities (or Cornell Parent otherwise procuring the repayment of), the portion of the Specified Closing Indebtedness remaining after the Initial Debt Repayment to the payees set forth in the Payoff Letters delivered to Cornell Parent in accordance with Section 2.02(b), in each case, by wire transfer of immediately available funds in accordance with the payment instructions set forth therein;”

g) Section 2.04(d) of the Transaction Agreement is hereby amended and restated in its entirety as follows: “Penn Parent and each Selling LP shall deliver, or cause to be delivered, to Cornell Parent a duly executed transfer of the Penn LP Buyer 1 Acquired Securities and the Penn LP Buyer 2 Acquired Securities held by Penn Parent or such Selling LP, as applicable, and any duly executed power of attorney or other authorities under which any such transfer is executed on behalf of Penn Parent or such Selling LP, as applicable.”

h) Section 3.06(c) of the Transaction Agreement is hereby amended and restated in its entirety as follows: “Penn Parent is (i) is the record and beneficial owner of, and has good and valid title to, the Penn LP Acquired Securities set forth opposite Penn Parent’s name on Schedule I, free and clear of any Lien (other than generally applicable transfer restrictions under applicable state and federal securities laws) and (ii) has the sole power to execute and deliver this Agreement and to consummate the transactions contemplated hereby with respect to such Penn LP Acquired Securities, in each case as of the date hereof. Following the consummation of the Pre-Closing Restructuring, and as of immediately prior to the Closing, Penn Parent will (i) be the record and beneficial owner of, and have good and valid title to, the Penn LP Acquired Securities set forth opposite Penn Parent’s name on the Sale Allocation Schedule, free and clear of any Liens (other than generally applicable transfer restrictions under applicable state and federal securities laws) and (ii) have the sole power to consummate the transactions contemplated hereby with respect to such Penn LP Acquired Securities. At the Closing, Penn Parent will transfer and deliver to Cornell US Buyer 1 and Cornell US Buyer 2 good and valid title to the Penn LP Acquired Securities held by it immediately prior to the Closing, free and clear of any Liens (other than generally applicable transfer restrictions under applicable state and federal securities laws).”

i) Section 4.04(a) of the Transaction Agreement is hereby amended and restated in its entirety as follows: “Such Selling LP (i) is the record and beneficial owner of, and has good and valid title to, all of the Penn LP Acquired Securities set forth opposite such Selling LP’s name on Schedule I, free and clear of any Lien (other than generally applicable transfer restrictions under applicable state and federal securities laws) and (ii) has the sole power to execute and deliver this Agreement and to consummate the transactions contemplated hereby with respect to such Penn LP Acquired Securities, in each case as of the date hereof. Following the consummation of the Pre-Closing Restructuring, and as of immediately prior to the Closing, such Selling LP will (i) be the record and beneficial owner of, and have good and valid title to, the Penn LP Acquired Securities set forth opposite such Selling LP’s name on the Sale Allocation Schedule, free and clear of any Liens (other than generally applicable transfer restrictions under applicable state and federal securities laws) and (ii) have the sole power to consummate the transactions contemplated hereby with respect to such Penn LP Acquired Securities. At the Closing, such Selling LP will transfer and deliver to Cornell US Buyer 1 and Cornell US Buyer 2 good and valid title to the Penn LP Acquired Securities held by it immediately prior to the Closing, free and clear of any Liens (other than generally applicable transfer restrictions under applicable state and federal securities laws).”

j) Section 4.04(b) of the Transaction Agreement is hereby amended and restated in its entirety as follows: “Such Selling LP does not have any equity interest in any Equity Securities of any Acquired Company Entity, other than the Penn LP Acquired Securities set forth opposite such Selling LP’s name on Schedule I, as of the date hereof, and following the consummation of the Pre-Closing Restructuring, the Penn LP Acquired Securities set forth opposite such Selling LP’s name on the Sale Allocation Schedule.”

k) Clause (B) of Section 6.18(a)(vi) of the Transaction Agreement is hereby amended as follows (with underlines representing additions and ~~strikethroughs~~ representing deletions):

“(B) as of and for each of the fiscal period ended March 31, 2021 and any more recent ~~interim~~ fiscal period for which unaudited financial statements (or, in the case of the fiscal year ended December 31, 2021, audited financial statements) of Penn LLC either have been delivered or were required to be delivered pursuant to this Agreement (including, to the extent reasonably requested in connection with the preparation of customary “last twelve month” pro forma financial information, for the comparative ~~interim~~ fiscal period in the prior fiscal year);”

l) Section 6.18(b) of the Transaction Agreement is hereby amended and restated in its entirety as follows:

“(b) If the Closing does not occur on or prior to (x) August 12, 2021, Penn Parent will furnish to the Cornell Parties, on or prior to such date, the unaudited consolidated statements of financial position of Penn LLC as of June 30, 2021 and the related unaudited consolidated statements of operations, comprehensive income (loss) and cash flows and member’s equity for the six months then ended and the corresponding six month period ended June 30, 2020 (with respect to which the independent auditors for the Acquired Company Entities shall have performed an Interim Review); (y) November 12, 2021, Penn Parent will furnish to the Cornell Parties, on or prior to such date, the unaudited consolidated statements of financial position of Penn LLC as of September 30, 2021 and the related unaudited consolidated statements of operations, comprehensive income (loss) and cash flows and member’s equity for the nine months then ended and the corresponding nine month period ended September 30, 2020 (with respect to which the independent auditors for the Acquired Company Entities shall have performed an Interim Review); and (z) March 15, 2022, Penn Parent will furnish to the Cornell Parties, on or prior to such date, the audited consolidated statements of financial position of Penn LLC as of December 31, 2021 and the related audited consolidated statements of operations, comprehensive income (loss) and cash flows and member’s equity for the fiscal year then ended; provided that Penn Parent shall use its reasonable best efforts to furnish such audited financial statements referred to in this clause (z) on or prior to February 28, 2022 (such financial statements referred to in the foregoing clauses (x) through (z), the “Additional Acquired Company Financial Statements”); provided that Penn Parent shall use its commercially reasonable efforts to ensure that, upon and following delivery, the Additional Acquired Company Financial Statements (i) are and remain Compliant and (ii) satisfy the representation and warranty set forth in Section 3.07 as if they were “Historical Financial Statements” and thereby subject to such representation and warranty.”

m) Clause (ii) of the definition of “Required Information” in Section 1.01 of the Transaction Agreement is hereby amended as follows (with underlines representing additions and ~~strikethroughs~~ representing deletions):

“(ii) information requested by Cornell Parent and reasonably available to the Acquired Company Entities regarding the Acquired Company Entities and reasonably necessary for Cornell Parent to prepare customary pro forma financial statements for the fiscal year ended December 31, 2020, as of and for the three months ended March 31, 2021 and as of and for any more recent ~~interim~~ fiscal period for which unaudited interim or annual audited financial statements of the Acquired Company Entities either have been delivered or were required to be delivered by this Agreement (it being understood that the Acquired Company Entities shall not be required to provide pro forma financial statements or any information regarding any post-Closing or pro forma cost savings, synergies, capitalization, ownership or other post-Closing pro forma adjustments);”

n) Section 1.01 of the Transaction Agreement is hereby amended by adding the following definitions in alphabetical order:

““Escrowed Notes” means (i) the 3.875% Senior Secured Notes due 2028 issued pursuant to that certain Indenture, dated as of June 24, 2021, by and among Clarivate Science Holdings Corporation, as issuer, and Wilmington Trust, National Association, as trustee and collateral agent and (ii) the 4.875% Senior Notes due 2029 issued pursuant to that certain Indenture, dated as of June 24, 2021, by and among Clarivate Science Holdings Corporation, as issuer, and Wilmington Trust, National Association, as trustee.”

““New Commitment Letter” means that certain Commitment Letter dated on or about July 28, 2021 by and among certain financing sources and Clarivate Science Holdings Corporation in connection with the transactions contemplated by this Agreement, and any associated fee letter, each of which has been delivered (in the case of any associated fee letter, in customarily redacted form, provided that no such redactions would adversely affect the amount, conditionality, enforceability, availability or termination of the Financing pursuant thereto or rights and remedies with respect to breaches thereof) by the Cornell Transaction Parties to Penn Parent.”

o) The definition of “Financing” in Section 1.01 of the Transaction Agreement is hereby amended as follows (with underlines representing additions and ~~strikethroughs~~ representing deletions):

““Financing” means the financing contemplated by the Commitment Letter (as it may be amended, restated, replaced, or substituted, in whole or in part, in a manner not in contravention of this Agreement, including as a result of any Alternative Financing), including any bridge facility and together with any take-out financing (which may include, but shall not be limited to, one or more offering(s) of equity or equity-linked securities, bank debt financing(s) and/or private placement(s) of non-convertible secured and/or unsecured debt securities pursuant to Rule 144A promulgated under the Securities Act and/or one or more exchange offers for, or solicitations of consents or amendments with respect to, all or any portion of either series of Escrowed Notes).”

p) The first two sentences of Section 5.09 of the Transaction Agreement are hereby amended as follows (with underlines representing additions and ~~strikethroughs~~ representing deletions):

“The applicable Cornell Transaction Parties will have sufficient cash, available lines of credit or other sources of immediately available funds to enable them to make payment of the amounts to be paid by them in cash hereunder at the Closing. A true, complete and correct copy of a debt commitment letter (including (a) all exhibits, schedules and annexes thereto and (b) any associated fee letter in customarily redacted form (none of which redactions would adversely affect the amount, conditionality, enforceability, availability or termination of the Financing or rights and remedies with respect to breaches thereof)) as of the date of this Agreement (as it may be amended, restated, replaced or substituted, in whole or in part, in a manner not in contravention of this Agreement, including pursuant to the New Commitment Letter or as a result of any Alternative Financing, the “Commitment Letter”) has been provided to Penn Parent.”

q) The following sentence of Section 5.09 of the Transaction Agreement is hereby amended as follows (with underlines representing additions and ~~strikethroughs~~ representing deletions):

“Other than the Commitment Letter and the definitive documentation entered into in connection with the Escrowed Notes, there are no other contracts, arrangements or understandings entered into by Cornell Parent or any Affiliate thereof related to the Financing (except for (i) customary engagement letters, non-disclosure agreements or similar agreements which do not impact the conditionality or amount of the Financing and (ii) those that would not be reasonably expected to affect the availability of any portion of the Financing and which do not impact the conditionality or amount of the Financing).”

r) Section 6.03(b) of the Transaction Agreement is hereby amended by adding the following sentence at the end of the existing Section 6.03(b) of the Transaction Agreement: “Cornell Parent shall consult with Penn Parent and its counsel in advance, and consider in good faith all reasonable recommendations of Penn Parent and its counsel, prior to agreeing to extend any waiting period under the HSR Act or offer or committing to any Governmental Authority not to consummate the transactions contemplated by this Agreement, if the effect of such extension, offer or commitment would reasonably be expected to result in the Closing to occur after December 31, 2021.”

s) Section 6.18(j) of the Transaction Agreement is hereby amended by (i) adding the words “(taking into account all other cash resources available to the Cornell Transaction Parties including, without limitation, any portion of the Financing that is available or that will be available at the Closing, cash on hand or pursuant to working capital or revolving credit facilities)” immediately following the words “the amount required for the Cornell Parties to consummate the Transactions” in clause (A) of the proviso thereto and (ii) adding the words “or other termination” immediately following the words “replacement or substitute financing” in clause (C) of the proviso thereto.

t) Section 6.18 of the Transaction Agreement is hereby amended by inserting a new clause (m) at the end thereof as follows:

“(m) Notwithstanding the foregoing, nothing in this Section 6.18 shall restrict or prohibit the Cornell Transaction Parties from (i) terminating the Commitment Letter in effect prior to effectiveness of the New Commitment Letter or any related agreement, in each case in connection with entry into the New Commitment Letter, (ii) terminating all or reducing all or any portion of the commitments provided for under the New Commitment Letter at any time or (iii) soliciting consents or amendments with respect to, or exchanging, tendering for, redeeming or otherwise satisfying or discharging all or any portion of either series of Escrowed Notes, provided that after giving effect to any such event described in subclauses (i) through (iii), the Cornell Transaction Parties shall have sufficient cash resources (including, without limitation, any portion of the Financing that is available or that will be available at the Closing, cash on hand or pursuant to working capital or revolving credit facilities, provided that (x) release of any portion of the Financing from escrow is subject to conditions precedent that are no more restrictive than those set forth in the New Commitment Letter and (y) the conditions precedent to utilization of any such working capital or revolving credit facilities are no more restrictive than the conditions precedent set forth in the Cornell Transaction Parties’ publicly available principal credit agreement) to consummate the Transactions contemplated by this Agreement at the Closing; provided further that in connection with the termination or reduction of all or any portion of the commitments under the New Commitment Letter pursuant to subclause (ii) above, Cornell Parent shall deliver an officer’s certificate to Penn Parent certifying that the Cornell Transaction Parties have (or will have available at the Closing in accordance with the other conditions in this Section 6.18(m)) sufficient cash resources in lieu of the commitments being terminated or reduced, to consummate the Transactions contemplated by this Agreement at the Closing.”

u) The first sentence of Section 8.01(a) of the Transaction Agreement is hereby amended as follows (with underlines representing additions and ~~strikethroughs~~ representing deletions):

“(a) The Cornell Parties shall, or shall cause one of their Affiliates (including, following the Closing, the Acquired Company Entities) to, provide each individual who was employed by an Acquired Company Entity immediately prior to the Closing, to the extent such individual continues to be employed by an Acquired Company Entity following the Closing (such employees, the “Continuing Employees”), with (i) for a period of not less than 12 months following the Closing Date, a base salary or hourly wage rate that is no less than the base salary or hourly wage rate, respectively, that was provided to each such Continuing Employee immediately prior to the Closing Date, (ii) for a period beginning on the Closing Date and ending on the last day of the calendar year in which the Closing occurs ~~December 31, 2021~~, a target annual cash incentive compensation opportunity that is no less favorable than the target annual cash incentive compensation opportunity that was provided to each such Continuing Employee immediately prior to the Closing Date, (iii) for any termination of employment occurring within 12 months following the Closing Date, severance payments and benefits pursuant to either (x) the severance plan, program, policy or practice of the Cornell Parties that applies to similarly situated employees of the Cornell Parties, or (y) the policy set forth on Section 8.01(a) of the Penn Disclosure Schedules, whichever of clause (x) or (y) provides greater aggregate severance benefits to such Continuing Employee (and provided, that, in all circumstances, the severance payments and benefits for which any Continuing Employee located outside of the United States is eligible will be at a level that is no less than that which is required by Applicable Law), and (iv) for a period of not less than 12 months following the Closing Date, other compensation and benefits (other than any long-term incentives and equity-based compensation, change in control, retention, transition, stay or similar arrangements, defined benefit pension benefits and post-employment or retirement medical and welfare benefits) that are substantially similar in the aggregate to similarly situated employees of the Cornell Parties, or, if greater, with respect to any Continuing Employee located outside of the United States, at such levels as required by Applicable Law.”

v) The penultimate sentence of Section 8.01(a) of the Transaction Agreement is hereby amended and restated in its entirety as follows:

“If, ~~five~~two Business Days prior to the Closing Date, it is reasonably likely that the Continuing Employees will be unable to participate in any health and welfare plans of the Cornell Parties immediately following the Closing Date ~~due primarily to a lack of cooperation from the Penn Parties as required by the immediately preceding sentence~~, the Parties will cooperate in good faith to ensure that the Continuing Employees will continue to receive the same level of health, welfare and other benefits that were provided to the Continuing Employees immediately prior to the Closing Date pursuant to the applicable Retained Plan (including, for the avoidance of doubt, the Cornell Parties’ withholding employee premium cost-sharing via the Cornell Parties’ payroll and promptly remitting such amounts to an account designated by the Equityholders’ Representative) until such time that the Cornell Parties are able to fully onboard the Continuing Employees onto the Buyer Welfare Plans, but in no event any later than ~~the end of the 2021 calendar year~~ the last day of the first complete calendar month that elapses following the Closing Date.”

w) Section 8.01(g) of the Transaction Agreement is hereby amended and restated in its entirety as follows:

“(g) The Cornell Parties shall, and shall cause their Subsidiaries and Affiliates (including, following the Closing, the Acquired Company Entities) to assume, honor, and continue the terms of all Penn Bonus Plans. The Cornell Parties or one of their respective Affiliates shall pay, or cause to be paid, to each Continuing Employee who is eligible to receive a bonus or other cash-based incentive award pursuant to a Penn Bonus Plan (each such individual, a “Potential Bonus Recipient”), such bonus or other cash-based incentive award, to the extent earned pursuant to the terms of the applicable Penn Bonus Plan (the “Earned Bonus”), at substantially the same time, and in substantially the manner, prescribed by the applicable Penn Bonus Plan (or, if applicable, pursuant to the past practices of the Acquired Company Entities related to payment of awards under the applicable Penn Bonus Plan, and, for the avoidance of doubt, subject to all continued service requirements and forfeiture provisions of the applicable Penn Bonus Plan). Any Earned Bonus payable to a Potential Bonus Recipient pursuant to this Section 8.01(g) shall in no event be less than the amount accrued by the Acquired Company Entities in respect of such Potential Bonus Recipient under the applicable Penn Bonus Plan as of the Closing Date, all of which accrued amounts shall be reflected as Indebtedness. Notwithstanding anything in this Section 8.01(g) or the terms of any Penn Bonus Plan to the contrary, if a Potential Bonus Recipient suffers an involuntary termination of his or her employment or engagement with any Cornell Party or any Subsidiary or Affiliate thereof (including, following the Closing, any Acquired Company Entity) on or following the Closing Date, but prior to the date upon which he or she would be entitled to receive payment of any Earned Bonus pursuant to the terms of the applicable Penn Bonus Plan (an “Involuntary Potential Bonus Recipient Termination”), such Potential Bonus Recipient will be entitled to receive a prorated portion of his or her Earned Bonus reflecting the portion of the applicable bonus year that elapsed prior to and through the termination date, determined based on actual performance and amounts earned through the date of termination under the applicable Penn Bonus Plan, and payable at the time that Earned Bonuses are paid to other Potential Bonus Recipients by the Cornell Parties; provided, that for the sake of clarity, if such Involuntary Potential Bonus Recipient Termination occurs following the end of the applicable bonus year, the Potential Bonus Recipient will be entitled to receive his or her full Earned Bonus for such year as though he or she had remained employed through the applicable payment date. For the purposes of this Section 8.01(g), the term “Penn Bonus Plan” means (i) if the Closing occurs during the 2021 calendar year, each Acquired Company Employee Plan that is a cash bonus or other cash-based incentive plan or program and is set forth on Section 8.01(g) of the Penn Disclosure Schedules, in which any Continuing Employee participates immediately prior to the Closing (each, a “2021 Penn Bonus Plan”), and (ii) if the Closing occurs during the 2022 calendar year, (x) each Acquired Company Employee Plan that is a cash bonus or other cash-based incentive plan or program that has been adopted by Penn Parent or its applicable Subsidiary for the 2022 calendar year after consultation with the Cornell Parties and set forth on a revised version of Section 8.01(g) of the Penn Disclosure Schedules (to be provided by Penn Parent following the adoption of such Penn Bonus Plans, but no later than December 31, 2021), in which any Continuing Employee participates immediately prior to the Closing (each, a “2022 Penn Bonus Plan”), and (y) each 2021 Penn Bonus Plan pursuant to which Earned Bonuses have not been paid to Potential Bonus Recipients as of the Closing Date. Each of the 2022 Penn Bonus Plans will be substantially similar to the 2021 Penn Bonus Plans, and the terms of such 2022 Penn Bonus Plans will not differ materially (other than necessary changes for the change in year and applicable performance metrics, as appropriate) from the terms of the 2021 Penn Bonus Plans. For the avoidance of doubt, the 2022 Penn Bonus Plans will not be finalized, and official documentation regarding the terms and conditions thereof will not be distributed or otherwise conveyed to the applicable Continuing Employees, prior to January 1, 2022. Furthermore, notwithstanding the foregoing or anything else in this Section 8.01(g) or elsewhere in this Agreement to the contrary, if the Closing occurs during the 2021 calendar year, and a Continuing Employee (each such individual, a “2022 Cornell Bonus Plan Participant”) who participates in an annual bonus or other cash-based incentive plan sponsored or maintained by the Cornell Parties or one of their respective Subsidiaries or Affiliates (including, following the Closing, any Acquired Company Entity) for the 2022 calendar year (any such plan, a “2022 Cornell Bonus Plan”) suffers an involuntary termination of his or her employment or engagement (other than For Cause) at any time on or following January 1, 2022 but prior to the date upon which he or she would be entitled to receive payment of any bonus or other cash-based incentive award (as applicable) (any such award, a “2022 Cornell Bonus”) pursuant to the terms of the applicable 2022 Cornell Bonus Plan, such 2022 Cornell Bonus Plan Participant will be entitled to receive a prorated portion of his or her 2022 Cornell Bonus reflecting the portion of the 2022 calendar year that elapsed prior to and through the termination date, determined based on actual performance for the 2022 calendar year (with all individual, subjective performance goals deemed earned at target), and payable at the time that 2022 Cornell Bonuses are paid to other 2022 Cornell Bonus Plan participants for the 2022 calendar year in the ordinary course. In the event of any conflict between the service requirements and/or forfeiture provisions of any 2022 Cornell Bonus Plan and this Section 8.01(g), this Section 8.01(g) shall prevail. For the sake of clarity, if the Closing occurs during the 2022 calendar year, the foregoing sentence shall be null and void and of no force or effect.”

x) Section 12.01(a)(ii)(A) of the Transaction Agreement is hereby amended and restated in its entirety as follows:

“(A) the Closing shall not have been consummated on or before December 31, 2021 (such date, as it may be extended pursuant to the remainder of this clause, the “End Date”); provided that the right to terminate this Agreement pursuant to this Section 12.01(a)(ii)(A) (1) shall be exercisable following the End Date if the Closing shall not have been consummated on or before such date, and (2) shall not be available to (x) Cornell Parent if the breach of any provision of this Agreement by a Cornell Party results in the failure of the Closing to occur by such date, or (y) to Penn Parent if the breach of any provision of this Agreement by a Penn Party results in the failure of the Closing to occur by such date; provided, further, that either Penn Parent or Cornell Parent may at any time and for any reason, unilaterally extend the End Date to April 29, 2022 by delivery of written notice of such extension to the other party on or before December 31, 2021, in which case the End Date shall be deemed for all purposes to be such later date; or”

y) The parties hereto acknowledge and agree that any reference to “the date hereof” in the Agreement, as amended by this Amendment, shall continue to refer to May 15, 2021.

2. Amendments to Penn Disclosure Schedules.

a) The first item disclosed on Section 6.01(b)(x) of the Penn Disclosure Schedules is hereby amended and restated in its entirety as follows:

“Penn Parent intends to establish a transaction bonus pool in a maximum aggregate amount not to exceed $5 million (the “Thank You Bonus Pool”), pursuant to which Acquired Company Service Providers (selected in the discretion of Penn Parent’s management team), other than Acquired Company Service Providers who are expected to receive payments in connection with equity- or equity-based awards granted by Penn Parent at the Closing, will receive cash bonuses in an amount equal to 2.5% of their respective base salaries or annualized wage rates (as applicable). Bonuses pursuant to the Thank You Bonus Pool will be paid on the earlier of the Closing Date and December 31, 2021. For the avoidance of doubt, any and all amounts paid under the Thank You Bonus Pool (plus the employer portion of any payroll, employment or similar Taxes related thereto) shall be treated as Transaction Expenses for purposes of the Agreement.”

b) Section 6.01(b)(x) of the Penn Disclosure Schedules is hereby amended by adding the following at the end of the text thereof:

“Penn Parent may provide for salary increases outside of the normal salary review process, to certain Acquired Company Service Providers (selected in the discretion of Penn Parent’s management team), other than Acquired Company Service Providers who are considered members of the “Senior Leadership Team,” with such salary increases in an amount (on an annualized basis) not to exceed $5 million in the aggregate (inclusive of such salary increases that were agreed upon on July 26, 2021 in respect of recipients and amounts).

Penn Parent may provide for merit-based salary increases for; provided, that, certain Acquired Company Service Providers (selected in the discretion of Penn Parent’s management team), effective January 1, 2022, with such merit increases (on an annualized basis) not to exceed 3.3% of all base salaries then in effect for Acquired Company Service Providers in the aggregate.

Penn Parent may implement a retention bonus program that has been developed in consultation with the Cornell Parties pursuant to which certain Acquired Company Service Providers (selected in the discretion of Penn Parent’s management team after consultation with the Cornell Parties), consisting of approximately 300-350 full-time employees representing the top 15% of the business’s top talent, other than (i) Acquired Company Service Providers who are considered members of the “Senior Leadership Team,” and (ii) Acquired Company Service Providers who are expected to receive payments in excess of $100,000 in respect of equity- or equity-based awards in connection with the Closing, may receive a retention award not to exceed $100,000 per Acquired Company Service Provider and up to $21 million in the aggregate. Such retention awards will be payable to the applicable Acquired Company Service Providers on December 31, 2022, subject to each such recipient’s continued employment through such date, or, if earlier, upon such recipient’s involuntary termination of employment other than for cause (regardless of whether the Closing has occurred prior to such date).”

For the avoidance of doubt and without prejudice to any other provision of this Agreement, any templates or forms of employee notices or communication materials related to each of the items discussed in this section (“Amendments to the Penn Disclosure Schedules”) of this Amendment shall be subject to the Cornell Parties’ prior review and comment before being individualized and distributed to any individual, as contemplated by Section 8.01(j) of the Agreement.

c) The following Section 8.01(a) of the Penn Disclosure Schedules is hereby added to the Penn Disclosure Schedules:

“U.S. Continuing Employees. The following applies only to U.S. Continuing Employees:

This Section 8.01(a) of the Penn Disclosure Schedules sets forth the severance payments and benefits for which certain U.S. Continuing Employees are eligible upon an involuntary termination of employment other than “For Cause.” Note that a termination may be considered involuntary if a position is transferred to an office or work facility more than 50 miles from the location at which the U.S. Continuing Employee was previously assigned and the U.S. Continuing Employee declines the relocation

Eligibility: All U.S. Continuing Employees who are regular, active employees of the Cornell Parties or one of their respective Subsidiaries or Affiliates (including, following the Closing, any Acquired Company Entity) as of the time of an involuntary termination other than For Cause will be eligible for the payments and benefits set forth on this schedule. U.S. Continuing Employees with regularly scheduled workweeks of less than 40 hours will be considered “part-time” for the purposes of this schedule, and will entitled to such payments and benefits set forth herein on a pro-rated basis.

U.S. Continuing Employees with regularly scheduled workweeks of less than 20 hours at the time of an involuntary termination other than For Cause will not eligible for the benefits set forth on this schedule. A U.S. Continuing Employee on leave of absence at the time of termination of employment will not eligible for the benefits set forth on this schedule unless otherwise required by law. An otherwise eligible U.S. Continuing Employee who returns from leave of absence status will again become eligible for the benefits set forth on this schedule.

Any U.S. Continuing Employee’s receipt of the benefits set forth on this schedule is contingent upon the U.S. Continuing Employee executing a general release agreement in favor of his or her employer and its Subsidiaries and Affiliates (including all of the Cornell Parties and Acquired Company Entities).

Severance: Upon an involuntary termination other than For Cause, subject to the execution and non-revocation of a release, eligible U.S. Continuing Employees will be entitled to the following:

Base Salary/Wage Rate Continuation: U.S. Continuing Employees will receive the following, payable pursuant to their employer’s ordinary payroll practices:

For U.S. Continuing Employees who were Grade 15 and below (exempt and non-exempt) as of immediately prior to the Closing: An amount equal to employee’s Weekly Pay for four (4) weeks, plus one (1) additional week for each Year of Service. There is no aggregate maximum number of weeks. The number of weeks is rounded up to a whole number.

For U.S. Continuing Employees who were Grade 16 and above (exempt and non-exempt) as of immediately prior to the Closing: An amount equal to employee’s Weekly Pay for 12 weeks, plus one and one half (1.5) additional weeks for each Year of Service, up to an aggregate maximum of 42 weeks of Weekly Pay. The number of weeks is rounded up to a whole number.

Subsidized COBRA Continuation Coverage: Subject to the U.S. Continuing Employee’s timely election of COBRA coverage, U.S. Continuing Employees may receive Company reimbursement for a portion of the U.S. Continuing Employee’s medical and dental benefits (such that the U.S. Continuing Employee is paying actively employed rates at the same level as provided to him or her and his or her eligible dependents immediately prior to termination) for the same period of time that the individual is receiving the aforementioned base salary/wage rate continuation.

Notice Period: In addition to the payments and benefits set forth in “Severance,” above, the employer must provide each U.S. Continuing Employee with the following minimum period of notice prior to an involuntary termination other than For Cause:

For U.S. Continuing Employees who were Grade 15 and below (exempt and non-exempt) as of immediately prior to the Closing: Two (2) weeks’ notice.

For U.S. Continuing Employees who were Grade 16 and above (exempt and non-exempt) as of immediately prior to the Closing: Four (4) weeks’ notice.

Reemployment: Should a U.S. Continuing Employee who receives separation pay pursuant to this Section 8.01(a) of the Penn Disclosure Schedules become re-employed by the Cornell Parties or one of their respective Subsidiaries or Affiliates (including, following the Closing, any Acquired Company Entity):

Re-employment prior to completion of separation period: Separation benefits will cease on the date of rehire. Should the applicable U.S. Continuing Employee be subsequently involuntary terminated and eligible for separation benefits, the U.S. Continuing Employee’s benefits will be based upon the balance of unpaid separation benefits plus eligible benefits for re-employment period.

Re-employment after the completion of separation period: Separation benefits will be considered to be paid in full. Should the U.S. Continuing Employee be subsequently involuntary terminated and eligible for separation benefits, the employee’s benefits will be based upon years of service after reemployment date.

Definitions: For the purposes of this schedule:

“For Cause” includes but is not limited to, (i) engaging in willful, reckless or grossly negligent misconduct which materially injures the his or her employer, or (ii) the continued failure of the employee to perform his/her duties with his or her employer, or (iii) termination as a result of his or her employer’s corrective action process, or (iv) termination for any of the activities set forth in his or her employer’s policies as subjecting an employee to discipline, up to and including termination.

“Weekly Pay” means, (i) for salaried employees, the employee’s annual base salary rate in effect on the date of notice of termination divided by 52, and (ii) for non-salaried employees, the employee’s average weekly pay for the 52 weeks preceding the notice of termination. Weekly Pay for “part-time” employees is pro-rated based on their schedule. Weekly Pay does not include bonuses, overtime compensation, and prizes.

For individuals on sales incentive compensation programs, Weekly Pay is determined are calculated by taking base pay plus average sales commission for the preceding three (3) full calendar years. In any one (1) year period, base plus commissions will not exceed $300,000 for the purpose of determining Weekly Pay.

“Years of Service” means the sum of (i) the number of continuous and uninterrupted full years that the employee was employed by the Penn Parties prior to the Closing, plus (ii) the number of continuous and uninterrupted full years that the employee was employed by the Cornell Parties (and their respective Subsidiaries and Affiliates, including, following the Closing, the Acquired Company Entities) following the Closing, and ending on the date the employee’s employment is terminated. Partial years of service shall not be counted for purposes of calculating base salary/wage rate continuation.”

3. Reference to and Effect on Transaction Agreement. It is the express intention of the parties hereto that this Amendment shall not, and shall not be interpreted to, expand or reduce the rights of any party to the Transaction Agreement except as and solely to the extent expressly provided herein. Except as expressly provided by this Amendment, the Transaction Agreement shall continue and remain in full force and effect in accordance with its terms. All references to the Transaction Agreement to “this Agreement” shall hereafter mean the Transaction Agreement as amended by this Amendment.

4. Miscellaneous. Sections 13.01, 13.02, 13.06, 13.07, 13.08, 13.09, 13.10, 13.11 and 13.12 of the Transaction Agreement shall apply mutatis mutandis as if such provisions were set forth in full herein.

[Signature Pages Follow]

IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

CORNELL PARENT:	CLARIVATE PLC By: /s/ Jerre Stead Name: Jerre Stead Title: Executive Chairman & CEO
PENN PARENT:	PROQUEST HOLDINGS LLC By: /s/ Larisa Avner Trainor Name: Larisa Avner Trainor Title: Secretary
EQUITYHOLDERS’ REPRESENTATIVE:	CAMBRIDGE INFORMATION GROUP III LLC By: /s/ Andrew M. Snyder Name: Andrew M. Snyder Title: Chief Executive Officer

[Signature Page to Amendment No. 1 to Transaction Agreement]

Exhibit 99.1

Clarivate Reports Second Quarter 2021 Results

— Updates outlook for 2021 —

London, UK -- July 29, 2021 - Clarivate Plc (NYSE: CLVT) (the “Company” or “Clarivate”), a global leader in providing trusted information and insights to accelerate the pace of innovation, today reported results for the second quarter ended June 30, 2021.

Second Quarter 2021 Financial Highlights

•

Revenues of $445.6 million and Adjusted Revenues⁽¹⁾ of $447.0 million, increased 59% and 57%, respectively, at constant currency

•

Organic revenues⁽¹⁾, which exclude the impact of acquisitions and divestitures, increased 5%, at constant currency

•

Net loss of $82.2 million increased 225%; Adjusted Net Income⁽¹⁾of $110.0 million increased 58%

•

Net loss per diluted share of $(0.13) increased $0.06; Adjusted Income per diluted share⁽¹⁾(EPS) of $0.17 decreased $0.01 due to a 63% increase in the weighted average ordinary shares outstanding driven primarily by the CPA Global acquisition and the Company's 1H 2020 primary and secondary offerings, which have now been outstanding for a full period

•

Adjusted EBITDA⁽¹⁾ of $189.0 million increased 89% and Adjusted EBITDA Margin⁽¹⁾ of 42% increased 610 basis points

First Half 2021 Financial Highlights

•

Revenue of $874.1 million and Adjusted Revenue⁽¹⁾of $878.5 million increased 66% and 65%, respectively, at constant currency

•

Organic revenues⁽¹⁾, which exclude the impact of acquisitions and divestitures, increased 6%, at constant currency

•

Net loss of $106.2 million decreased 32%; Adjusted Net Income⁽¹⁾of $198.4 million increased 109%

•

Net loss per diluted share of $(0.17) decreased 60% or $(0.26); Adjusted Income per diluted share⁽¹⁾(EPS) of $0.31 increased 24% or $0.06

•

Adjusted EBITDA⁽¹⁾ of $353.8 million increased 98% and Adjusted EBITDA Margin⁽¹⁾ of 40% increased 600 basis points

•

Cash Flow from Operations increased $154 million to $262 million; Adjusted Free Cash Flow⁽¹⁾increased $138.9 million to $258.5 million

"Our second quarter and first half results showed several positive trends including mid-single-digit organic revenue growth as well as significant increases in margins and free cash flow. The improved performance reflects the recovery we are seeing across many product segments, which were impacted during last year's global pandemic," said Jerre Stead, Executive Chairman and CEO. "I am very proud of our colleagues who

¹Represents a Non-GAAP measure. Please see “Reconciliation to Certain Non-GAAP measures” in this earnings release for important disclosures and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this earnings press release.

have driven operational improvements, our connected workplace and the integration of acquisitions well-ahead of schedule."

"With our solid first half results including almost 6% organic revenue growth at constant currency, we tightened the range of our 2021 financial outlook. We currently expect to exit the fourth quarter of 2021 with organic revenue growth towards the upper-end of our 6% to 8% target."

Selected Financial Information

The results for the three and six months ended June 30, 2021 include contributions from the following acquisitions: 1) CPA Global, which was completed in October 2020; 2) Beijing Incopat Co., Ltd ("IncoPat"), which was completed in October 2020; and 3) Hanlim IPS Co., Ltd ("Hanlim"), which was completed in November 2020, for which there were no comparable amounts in the three and six months ended June 30, 2020. The results for the three and six months ended June 30, 2021 exclude the results of Techstreet, which was divested in November 2020.

	Three Months Ended June 30,						Change						Six Months Ended June 30,						Change
(in millions, except percentages and per share data)	2021			2020			$			%			2021			2020			$			%
Revenues, net	$	445.6		$	273.5		$	172.1			62.9	%	$	874.1		$	514.1		$	360.0			70.0	%
Adjusted revenues, net⁽¹⁾	$	447.0		$	276.9		$	170.1			61.4	%	$	878.5		$	519.4		$	359.1			69.1	%
Annualized Contract Value (ACV)	$	924.4		$	852.8		$	71.6			8.4	%	$	924.4		$	852.8		$	71.6			8.4	%

Net loss	$	(82.2	)	$	(25.3	)	$	56.9			224.9	%	$	(106.2	)	$	(154.9	)	$	(48.7	)		(31.4	)%
Net loss per share	$	(0.13	)	$	(0.07	)	$	0.06			85.7	%	$	(0.17	)	$	(0.43	)	$	(0.26	)		(60.5	)%
Weighted-average shares outstanding (diluted)		617.4			375.9			—			64.2	%		613.1			359.5			—			70.5	%
Adjusted EBITDA⁽¹⁾	$	189.0		$	100.1		$	88.9			88.8	%	$	353.8		$	178.3		$	175.5			98.4	%

Adjusted net income⁽¹⁾	$	110.0		$	69.5		$	40.5			58.3	%	$	198.4		$	94.9		$	103.5			109.1	%
Adjusted diluted EPS⁽¹⁾	$	0.17		$	0.18		$	(0.01	)		(5.6	)%	$	0.31		$	0.25		$	0.06			24.0	%
Weighted average ordinary shares (diluted)⁽²⁾		641.4			394.6			—			62.5	%		633.1			381.0			—			66.2	%
Net cash provided by operating activities	$	87.7		$	61.5		$	26.2			42.6	%	$	261.7		$	107.6		$	154.1			143.2	%
Free cash flow⁽¹⁾	$	58.6		$	28.2		$	30.4			107.8	%	$	199.6		$	54.9		$	144.7			263.6	%
Adjusted free cash flow⁽¹⁾	$	95.3		$	41.7		$	53.6			128.5	%	$	258.5		$	119.6		$	138.9			116.1	%

(Amounts in tables may not sum due to rounding)

(1) Non-GAAP measure. Please see “Reconciliation to Certain Non-GAAP measures” in this earnings release for important disclosures and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this earnings press release.

(2) Calculated assuming a net income position compared to a net loss position on the statement of operations for calculating Adjusted net income and Adjusted diluted EPS.

Revenues, net, for the second quarter of 2021 increased $172.1 million, or 62.9%, to $445.6 million, compared to the prior-year period. On a constant currency basis, revenues, net, increased 58.5% for the second quarter of 2021. Adjusted revenues, net, which excludes the impact of deferred revenues resulting from purchase accounting adjustments primarily related to acquisitions, increased $170.1 million or 61.4%, to $447.0 million, compared to the second quarter of 2020. On a constant currency basis, Adjusted revenues, net, increased 57.1% for the second quarter of 2021. Excluding the impact of acquisitions and divestitures, organic revenues⁽¹⁾increased 4.5% on a constant currency basis for the second quarter of 2021 compared to the prior year period, due to higher subscription and transactional revenues. For the six months ended June 30, 2021, organic revenue, net, increased 5.7% at constant currency, compared to the prior year period.

Subscription revenues for the second quarter of 2021 increased $27.0 million, or 12.5%, to $243.6 million, compared to the prior-year period, primarily driven by the acquisition of CPA Global, partially offset by the Techstreet divestiture. On a constant currency basis, subscription revenues increased 7.9% for the second quarter of 2021. Excluding the impact of acquisitions and divestitures, organic subscription revenues⁽¹⁾increased 1.4% on a constant currency basis for the second quarter of 2021 compared to the prior year period, due to the normalization of timing benefits realized in the first quarter of 2021 (organic subscription revenues increased 6.1% in the first quarter of 2021), as well as more disciplined operating procedures. For the six months ended June 30, 2021, organic subscription revenues increased 3.6% at constant currency, compared to the prior year period.

Re-occurring revenues for the second quarter of 2021 were $113.7 million (no prior year comparable amount), primarily from the patent renewals business acquired in the CPA Global acquisition.

Transactional revenues for the second quarter of 2021 increased $29.4 million, or 48.7%, to $89.8 million, compared to the prior-year period. On a constant currency basis, transactional revenues increased 45.3% for the second quarter of 2021. Excluding the impact of acquisitions and divestitures, organic transactional revenues⁽¹⁾ increased 15.8% on a constant currency basis, compared to the second quarter of 2020. The growth in organic revenues is due to an increase in professional services business lines, trademark search volumes, stronger back file and custom data sales. For the six months ended June 30, 2021, organic transactional revenues increased 13.3% at constant currency, compared to the prior year period.

Net loss for the second quarter of 2021 was $82.2 million, or $(0.13) per share, compared to Net loss of $25.3 million, or $(0.07) per share, in the prior-year period, driven by higher amortization expense from acquisitions and higher restructuring and impairment charges.

Adjusted EBITDA for the second quarter 2021 was $189.0 million, an increase of $88.9 million or 88.8%, compared to the prior-year period, driven by the earnings contribution from acquisitions and organic growth.

Adjusted net income for the second quarter of 2021 was $110.0 million, an increase of $40.5 million or 58.3%, compared to the prior year period, driven by higher revenues and ongoing cost savings initiatives. Adjusted diluted earnings per share was $0.17 for the second quarter of 2021, compared to $0.18 in the prior-year period, as strong growth in Adjusted net income was offset by a 62.5% increase in weighted average ordinary shares outstanding primarily driven by the acquisition of CPA Global.

Balance Sheet and Cash Flow

At June 30, 2021 cash and cash equivalents of $2.6 billion increased $2.3 billion, compared to December 31, 2020, primarily driven by the June 2021 equity offering of $1.393 billion in net proceeds of 5.25% Series A Mandatory Convertible preferred shares and $728.8 million in net proceeds of ordinary shares after deducting underwriting discounts and estimated offering expenses payable. Restricted cash was $2.0 billion at June 30, 2021, which represents the proceeds from the $2.0 billion debt offering in June 2021 and is being held in escrow until the completion of the proposed acquisition of ProQuest. The Company intends to use the proceeds to finance a portion of the purchase price for its pending acquisition of ProQuest.

The Company's total debt outstanding at June 30, 2021 was $5,533.1 million, an increase of $1,985.7 million compared to December 31, 2020, primarily due to the June 2021 debt offering of $1.0 billion of 3.875% senior secured notes due 2028 and $1.0 billion of 4.875% senior notes due 2029. The Company intends to use the proceeds to finance a portion of the purchase price for its pending acquisition of ProQuest.

Net cash provided by operating activities was $261.7 million for the six months ended June 30, 2021, compared to net cash provided by operating activities of $107.6 million for the prior year period. Adjusted free cash flow for the six months ended June 30, 2021, was $258.5 million, an increase of $138.9 million, compared to the prior year period, as a result of growth in revenues and Adjusted EBITDA.

Updated Outlook for 2021 (forward-looking statement)

The Company updated its outlook based on the first half 2021 financial performance. The Company currently expects the full year revenue split to be approximately 48% first half and 52% second half, and Adjusted EBITDA to be approximately 44% first half and 56% second half, with a heavier weighting in the fourth quarter of 2021 due to the seasonality of several business segments including DRG and CPA Global and the impact of cost synergies.

The full year outlook presented below assumes no further currency movements, acquisitions, divestitures, or unanticipated events. Additionally, the outlook excludes any contribution from the proposed acquisition of ProQuest.

The below outlook includes Non-GAAP measures. Please see "Reconciliation to Certain Non-GAAP measures" presented below for important disclosure and reconciliations of these financial measures to the most directly comparable GAAP measure. These terms are defined elsewhere in this earnings press release.

	Updated Outlook	Previous Outlook
Adjusted Revenues	$1.80B to $1.84B	$1.79B to $1.84B
Adjusted EBITDA	$795M to $825M	$790M to $825M
Adjusted EBITDA margin	No change	44% to 45%
Adjusted Diluted EPS⁽¹⁾	$0.70 to $0.74	$0.74 to $0.79
Adjusted Free Cash Flow	No change	$450M to $500M

(1) The updated Adjusted Diluted EPS is due to an increase of 42 million shares in the fully diluted weighted average shares outstanding as a result of the June primary and convertible share offering, as noted above. Adjusted diluted EPS for 2021 is calculated based on approximately 673.1 million (previously 631.0 million) fully diluted weighted average shares outstanding.

Conference Call and Webcast

Clarivate will host a conference call and webcast today to review the results for the first quarter at 8:00 a.m. Eastern Time. The conference call will be simultaneously webcast on the Investor Relations section of the company’s website.

Interested parties may access the live audio broadcast by dialing 1-888-317-6003 in the United States, 1-412-317-6061 for international, and 1-866-284-3684 in Canada. The conference ID number is 5985185. An audio replay will be available approximately two hours after the completion of the call at 1-877-344-7529 in the United States, 1-412-317-0088 for international, and 1-855-669-9658 in Canada. The Replay Conference ID number is 10153162. The recording will be available for replay through August 12, 2021. The webcast can be accessed at https://services.choruscall.com/links/clvt210729.html and will be available for replay.

Use of Non-GAAP Financial Measures

Non-GAAP results are not presentations made in accordance with U.S. generally accepted accounting principles ("GAAP") and are presented only as a supplement to our financial statements based on GAAP. Non-GAAP financial information is provided to enhance the reader’s understanding of our financial performance, but none of these non-GAAP financial measures are recognized terms under GAAP. They are not measures of financial condition or liquidity, and should not be considered as an alternative to profit or loss for the 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, financial measures or results of operations calculated or determined in accordance with GAAP.

We use non-GAAP 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 measures are frequently used by securities analysts, investors, and other interested parties in their evaluation of companies comparable to us, many of which present non-GAAP measures when reporting their results. These measures can be useful in evaluating our performance against our peer companies because we believe the measures provide users with valuable insight into key components of GAAP financial disclosures. However, non-GAAP measures have limitations as analytical tools and because not all companies use identical calculations, our presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.

Definitions and reconciliations of non-GAAP measures, such as Adjusted Revenues, Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted Net Income, Adjusted Diluted EPS, Free Cash Flow, Adjusted Free Cash Flow, Standalone Adjusted EBITDA, and organic revenue to the most directly comparable GAAP measures are provided within the schedules attached to this release. Our presentation of non-GAAP 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.

Forward-Looking Statements

This communication contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words. Examples of forward-looking statements include, among others, statements we make regarding: guidance outlook and predictions relating to expected operating results, such as revenue growth and earnings; our expectations around our ability to consummate our pending acquisition of ProQuest, which is subject to customary closing conditions including receipt of approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; strategic actions such as acquisitions, joint ventures, and dispositions, including the anticipated benefits therefrom, and our success in integrating acquired businesses; anticipated levels of capital expenditures in future periods; our ability to successfully realize cost savings initiatives and transition services expenses; our belief that we have sufficiently liquidity to fund our ongoing business operations; expectations of the effect on our financial condition of claims, litigation, environmental costs, the COVID-19 pandemic and governmental responses thereto, contingent liabilities, and governmental and regulatory investigations and proceedings; and our strategy for customer retention, growth, product development, market position, financial results, and reserves. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are difficult to predict and many of which are outside of our control. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include those factors discussed under the caption “Risk Factors” in our 2020 annual report on Form 10-K/A, along with our other filings with the U.S. Securities and Exchange Commission (“SEC”). However, those factors should not be considered to be a complete statement of all potential risks and uncertainties. Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations. Forward-looking statements are based only on information currently available to our management and speak only as of the date of this communication. We do not assume any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws. Please consult our public filings with the SEC or on our website at www.clarivate.com.

About Clarivate

Clarivate™ is a global leader in providing solutions to accelerate the lifecycle of innovation. Our bold mission is to help customers solve some of the world’s most complex problems by providing actionable information and insights that reduce the time from new ideas to life-changing inventions in the areas of science and intellectual property. We help customers discover, protect and commercialize their inventions using our trusted subscription and technology-based solutions coupled with deep domain expertise. For more information, please visit clarivate.com.

Condensed Consolidated Balance Sheets (Unaudited)

(In thousands, except share data)

	June 30, 2021			December 31, 2020
Assets
Current assets:
Cash and cash equivalents	$	2,559,596		$	257,730
Restricted cash		2,010,917			11,278
Accounts receivable, net of allowance of $7,918 and $8,745 at June 30, 2021 and December 31, 2020, respectively		628,134			737,733
Prepaid expenses		66,011			58,273
Other current assets		221,905			262,494
Total current assets		5,486,563			1,327,508
Property and equipment, net		27,805			36,267
Other intangible assets, net		7,197,319			7,370,350
Goodwill		6,315,550			6,252,636
Other non-current assets		42,145			47,944
Deferred income taxes		27,523			29,786
Operating lease right-of-use assets		54,965			132,356
Total Assets	$	19,151,870		$	15,196,847

Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable	$	86,970		$	82,038
Accrued expenses and other current liabilities		611,263			716,356
Current portion of deferred revenues		664,901			707,318
Current portion of operating lease liability		29,143			35,455
Current portion of long-term debt		2,028,600			28,600
Total current liabilities		3,420,877			1,569,767
Long-term debt		3,443,927			3,457,900
Warrant liabilities		278,965			312,751
Non-current portion of deferred revenues		48,142			41,399
Other non-current liabilities		62,149			67,722
Deferred income taxes		338,659			362,261
Operating lease liabilities		69,072			104,324
Total liabilities		7,661,791			5,916,124
Commitments and contingencies
Shareholders’ equity:
Preferred Shares, no par value; 14,375,000 shares authorized; 5.25% Mandatory Convertible Preferred Shares, Series A, 14,375,000 and 0 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		1,393,222			—
Ordinary Shares, no par value; unlimited shares authorized at June 30, 2021 and December 31, 2020; 641,419,578 and 606,329,598 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		10,843,549			9,989,284
Accumulated other comprehensive income		571,554			503,521
Accumulated deficit		(1,318,246	)		(1,212,082	)
Total shareholders’ equity		11,490,079			9,280,723
Total Liabilities and Shareholders’ Equity	$	19,151,870		$	15,196,847

Condensed Consolidated Statement of Operations (Unaudited)

(In thousands, except share and per share data)

	Three Months Ended June 30,
	2021			2020 (As Restated)
Revenues, net	$	445,645		$	273,500

Operating expenses:
Cost of revenues		(136,607	)		(92,379	)
Selling, general and administrative costs		(149,814	)		(103,665	)
Depreciation		(3,253	)		(2,904	)
Amortization		(126,923	)		(53,241	)
Restructuring and impairment		(41,700	)		(15,846	)
Other operating income, net		900			8,781
Total operating expenses		(457,397	)		(259,254	)
Loss from operations		(11,752	)		14,246
Mark to market adjustment on financial instruments		(21,021	)		(23,790	)
Loss before interest expense and income tax		(32,773	)		(9,544	)
Interest expense and amortization of debt discount, net		(38,569	)		(21,122	)
Loss before income tax		(71,342	)		(30,666	)
(Provision) benefit for income taxes		(10,868	)		5,385

Net loss	$	(82,210	)	$	(25,281	)

Per share:
Basic and diluted	$	(0.13	)	$	(0.07	)

Weighted average shares used to compute earnings per share:
Basic and diluted		617,419,742			375,877,260

Condensed Consolidated Statement of Operations (Unaudited)

(In thousands, except share and per share data)

	Six Months Ended June 30,
	2021			2020 (As Restated)
Revenues, net	$	874,075		$	514,092
Operating expenses:
Cost of revenues		(275,348	)		(175,060	)
Selling, general and administrative costs		(261,159	)		(236,721	)
Depreciation		(6,586	)		(5,233	)
Amortization		(255,244	)		(102,353	)
Restructuring and impairment		(106,367	)		(23,600	)
Other operating (expense) income, net		(15,330	)		14,813
Total operating expenses		(920,034	)		(528,154	)
Loss from operations		(45,959	)		(14,062	)
Mark to market adjustment on financial instruments		(21,021	)		(79,422	)
Loss before interest expense and income tax		(15,765	)		(93,484	)
Interest expense and amortization of debt discount, net		(75,962	)		(52,062	)
Loss before income tax		(91,727	)		(145,546	)
Provision for income taxes		(14,437	)		(9,368	)
Net loss	$	(106,164	)	$	(154,914	)

Per share:
Basic and diluted	$	(0.17	)	$	(0.43	)

Weighted average shares used to compute earnings per share:
Basic and diluted		613,121,593			359,503,556

Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	Six Months Ended June 30,
	2021			2020
Cash Flows From Operating Activities
Net loss	$	(106,164	)	$	(154,914	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		261,830			107,586
Bad debt expense		5,405			787
Deferred income tax benefit		(589	)		(6,641	)
Share-based compensation		23,295			20,824
Restructuring and impairment		70,043			4,771
Gain on foreign currency forward contracts		(1,912	)		—
Mark to market adjustment on contingent and phantom shares		(26,796	)		5,763
Mark to market adjustment on financial instruments		(30,194	)		79,422
Deferred finance charges		4,716			2,072
Other operating activities		3,565			(8,963	)
Changes in operating assets and liabilities:
Accounts receivable		108,677			93,036
Prepaid expenses		(7,946	)		(6,693	)
Other assets		51,875			58,218
Accounts payable		5,930			(5,851	)
Accrued expenses and other current liabilities		(30,491	)		(21,142	)
Deferred revenues		(38,263	)		(6,073	)
Operating lease right of use assets		11,821			4,698
Operating lease liabilities		(40,259	)		(5,439	)
Other liabilities		(2,877	)		(53,899	)
Net cash provided by operating activities		261,666			107,562

Cash Flows From Investing Activities
Capital expenditures		(62,021	)		(52,651	)
Acquisitions, net of cash acquired		433			(885,323	)
Acquisition of intangible assets		—			(5,982	)
Proceeds from sale of product line, net of restricted cash		—			3,751

Net cash used in investing activities		(61,588	)		(940,205	)

Cash Flows From Financing Activities
Principal payments on term loan		(14,300	)		(6,300	)
Repayments of revolving credit facility		—			(65,000	)
Payment of debt issuance costs		(4,389	)		(5,267	)
Contingent purchase price payment		—			(4,115	)
Proceeds from issuance of debt		2,000,000			360,000
Proceeds from issuance of ordinary shares		728,768			843,766
Proceeds from issuance of preferred shares		1,393,222			—
Proceeds from warrant exercises		—			277,526
Proceeds from stock options exercised		14,835			1,182
Payments related to tax withholding for stock-based compensation		(21,734	)		(25,538	)
Net cash (used in) provided by financing activities		4,096,402			1,376,254
Effects of exchange rates		5,025			(9,218	)
Net increase in cash and cash equivalents, and restricted cash		4,301,505			534,393
Beginning of period:
Cash and cash equivalents		257,730			76,130
Restricted cash		11,278			9
Total cash and cash equivalents, and restricted cash, beginning of period		269,008			76,139

Cash and cash equivalents, and restricted cash, end of period		4,570,513			610,532

End of period:
Cash and cash equivalents		2,559,596			608,522
Restricted cash		2,010,917			2,010
Total cash and cash equivalents, and restricted cash, end of period	$	4,570,513		$	610,532

Supplemental Cash Flow Information
Cash paid for interest		69,697			42,187
Cash paid for income tax		12,553			8,028
Capital expenditures included in accounts payable		3,848			1,819

	Six Months Ended June 30,
	2021			2020
Non-Cash Financing Activities:
Shares issued to Capri Acquisition Topco Limited		5,052,165
Purchase & Retirement of Treasury Stock		(5,052,165	)
Shares issued as contingent stock consideration associated with the DRG acquisition		61,619			—
Shares issued as contingent stock consideration associated with the CPA Global acquisition		43,890			—
Total Non-Cash Financing Activities		105,509			—

Reconciliation to Certain Non-GAAP Measures

(Amounts in tables may not sum due to rounding)

Adjusted Revenues

Adjusted Revenues excludes the impact of the deferred revenues purchase accounting adjustment (primarily recorded in connection with recent acquisitions).

The following table presents our calculation of Adjusted Revenues for the three and six months ended June 30, 2021 and 2020 and a reconciliation of this measure to our Revenues, net for the same periods:

	Three Months Ended June 30,				Variance
(in millions, except percentages)	2021		2020		$			%
Revenues, net	$	445.6	$	273.5	$	172.1		62.9%
Deferred revenues adjustment⁽¹⁾		1.4		3.4		(2.1	)	(60.1)%
Adjusted revenues, net	$	447.0	$	276.9	$	170.1		61.4%

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

	Six Months Ended June 30,				Variance
(in millions, except percentages)	2021		2020		$			%
Revenues, net	$	874.1	$	514.1	$	360.0		70.0%
Deferred revenues adjustment⁽¹⁾		4.4		5.3		(0.9	)	(17.0)%
Adjusted revenues, net	$	878.5	$	519.4	$	359.1		69.1%

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

Adjusted EBITDA

Adjusted EBITDA represents net loss 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), share-based compensation, mandatory convertible preferred share dividend expense, 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-operating income or expense, the impact of certain non-cash, mark to market adjustments on financial instruments and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. Per Clarivate’s Non-GAAP policy effective January 1, 2021, we have ceased use of adjustments for costs in connection with our separation from Thomson Reuters including costs related to the transition services agreement and separation, integration, and transformational expenses, as well as costs related to our merger with Churchill Capital Corp in 2019.

The following table presents our calculation of Adjusted EBITDA for the three and six months ended June 30, 2021 and 2020 and reconciles these measures to our Net loss for the same periods:


	Three Months Ended June 30,						Six Months Ended June 30,
(in millions)	2021			2020			2021			2020
Net loss	$	(82.2	)	$	(25.3	)	$	(106.2	)	$	(154.9	)
Provision for income taxes		10.9			(5.4	)		14.4			9.4
Depreciation and amortization		130.2			56.1			261.8			107.6
Interest expense and amortization of debt discount, net		38.6			21.1			76.0			52.1
Deferred revenues adjustment⁽¹⁾		1.4			3.4			4.4			5.3
Transaction related costs⁽²⁾		13.2			8.5			(13.5	)		35.2
Share-based compensation expense		15.9			6.9			26.5			24.3
Restructuring and impairment⁽³⁾		41.7			15.9			106.4			23.6
Mark to market adjustment on financial instruments⁽⁴⁾		21.0			23.8			(30.2	)		79.4
Other ⁽⁵⁾		(1.6	)		(4.9	)		14.1			(3.6	)
Adjusted EBITDA	$	189.0		$	100.1		$	353.8		$	178.3
Adjusted EBITDA Margin		42.3	%		36.2	%		40.3	%		34.3	%

(1) Reflects the deferred revenues adjustment as a result of purchase accounting associated with businesses that were acquired.

(2) 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.

(3) Reflects costs primarily related to restructuring and impairment associated with the acquisition of DRG and CPA Global in 2020, as well as the approved One Clarivate restructuring program in 2021. 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.

(4) Reflects mark to market adjustments on our private placement warrant financial instruments. In periods after issuance, changes in the estimated fair value of the liabilities are reported through earnings.

(5) 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. The 2020 detail also includes costs related to a transition services agreement and offset by the reverse transition services agreement from the sale of MarkMonitor and 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 were largely wound down by the end of December 31, 2020.

Adjusted Net Income and Adjusted Diluted EPS

Adjusted Net Income is calculated using net loss, 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 divested business), amortization related to acquired intangible assets, share-based compensation, mandatory convertible preferred share dividend expense, 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-operating income or expense, the impact of certain non-cash, mark to market adjustments on financial instruments, interest on debt held in escrow, and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period, and the income tax impact of any adjustments. Per Clarivate’s Non-GAAP policy effective January 1, 2021, we have ceased use of adjustments for costs in connection with our separation from Thomson Reuters including costs related to the transition services agreement and separation, integration, and transformational expenses, as well as costs related to our merger with Churchill Capital Corp in 2019. We calculate Adjusted Diluted EPS by using Adjusted Net Income divided by diluted weighted average shares for the period.

The following table presents our calculation of Adjusted Net Income and Adjusted Diluted EPS for the three and six months ended June 30, 2021 and 2020 and reconciles these measures to our Net loss and EPS for the same periods:

	Three Months Ended June 30,						Three Months Ended June 30,
	2021						2020
(in millions, except per share amounts)	Amount			Per Share			Amount			Per Share
Net loss	$	(82.2	)	$	(0.13	)	$	(25.3	)	$	(0.07	)
Deferred revenues adjustment⁽¹⁾		1.4			—			3.4			0.01
Transaction related costs⁽²⁾		13.2			0.02			8.5			0.02
Share-based compensation expense		15.9			0.02			6.9			0.02
Amortization related to acquired intangible assets		111.2			0.17			47.6			0.12
Restructuring and impairment⁽³⁾		41.7			0.07			15.8			0.04
Mark to market adjustment on financial instruments⁽⁴⁾		21.0			0.03			23.8			0.06
Interest on new debt⁽⁵⁾		1.4			—			—			—
Other⁽⁶⁾		(1.6	)		—			(4.9	)		(0.01	)
Income tax impact of related adjustments		(12.0	)		(0.02	)		(6.2	)		(0.02	)
Adjusted net income and Adjusted Diluted EPS	$	110.0		$	0.17		$	69.5		$	0.18
Weighted average ordinary shares (Diluted)		641,356,463						394,596,443

	Six Months Ended June 30,						Six Months Ended June 30,
	2021						2020
(in millions, except per share amounts)	Amount			Per Share			Amount			Per Share
Net loss	$	(106.2	)	$	(0.17	)	$	(154.9	)	$	(0.41	)
Deferred revenues adjustment⁽¹⁾		4.4			0.01			5.3			0.01
Transaction related costs⁽²⁾		(13.5	)		(0.02	)		35.2			0.09
Share-based compensation expense		26.5			0.04			24.3			0.06
Amortization related to acquired intangible assets		222.1			0.35			87.7			0.23
Restructuring and impairment⁽³⁾		106.4			0.17			23.6			0.06
Mark to market adjustment on financial instruments⁽⁴⁾		(30.2	)		(0.05	)		79.4			0.21
Interest on debt held in escrow⁽⁵⁾		1.4			—			—			—
Debt extinguishment costs and refinancing related costs		—			—			8.6			0.02
Other⁽⁶⁾		14.1			0.02			(3.6	)		(0.01	)
Income tax impact of related adjustments		(26.8	)		(0.04	)		(10.7	)		(0.03	)
Adjusted net income and Adjusted Diluted EPS	$	198.4		$	0.31		$	94.9		$	0.25
Weighted average ordinary shares (Diluted)		633,109,171						380,955,231

(1) Reflects the deferred revenues adjustment as a result of purchase accounting associated with businesses that were acquired.

(3) Reflects costs primarily related to restructuring and impairment associated with the acquisition of primarily DRG and CPA Global in 2020, as well as the approved One Clarivate restructuring program in 2021. 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.

(5) Reflects interest expense incurred related to the $2.0 billion of debt incurred, currently held in escrow until the completion of the proposed acquisition of ProQuest. Clarivate intends to use the net proceeds to finance a portion of the purchase price and therefore, considered as part of the transaction costs associated with the proposed acquisition.

(6) 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. The 2020 detail also includes costs related to a transition services agreement and offset by the reverse transition services agreement from the sale of MarkMonitor and 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 were largely wound down by the end of December 31, 2020.

Free Cash Flow and Adjusted Free Cash Flow

Free cash flow is calculated using net cash provided by operating activities less capital expenditures. Adjusted free cash flow is calculated as free cash flow, less cash paid for restructuring and lease-exit activities, transition services agreement, transition, transformation and integration expenses, transaction related costs, interest on debt held in escrow, and debt issuance costs offset by cash received for hedge accounting transactions. Per Clarivate’s Non-GAAP policy effective January 1, 2021, we have ceased use of adjustments for costs in connection with our separation from Thomson Reuters including costs related to the transition services agreement and separation, integration, and transformational expenses, as well as costs related to our merger with Churchill Capital Corp in 2019.

The following table reconciles our non-GAAP free cash flow and Adjusted free cash flow measure to net cash provided by operating activities:

	Six Months Ended June 30,
(in millions)	2021			2020
Net cash provided by operating activities	$	261.7		$	107.6
Capital expenditures		(62.0	)		(52.7	)
Free cash flow		199.7			54.9
Cash paid for restructuring costs⁽¹⁾		48.7			13.7
Cash paid for transaction related costs⁽²⁾		8.8			34.3
Cash paid for transition, integration and other costs⁽³⁾		1.3			12.9
Cash paid for transition services agreement⁽⁴⁾		—			(2.2	)
Cash paid for debt issuance costs		—			7.7
Cash received for hedge accounting transactions		—			(1.7	)
Adjusted free cash flow	$	258.5		$	119.6

(1) Reflects cash payments for costs primarily related to restructuring and lease-exit activities associated with the acquisition of DRG and CPA Global in 2020. This also includes cash paid for 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.

(3) Includes cash paid for costs incurred in 2020 and 2019 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, costs for which were largely wound down by the end of December 31, 2020, as well as other costs that do not reflect our ongoing operating performance.

(4) In 2020, Transition Services Agreement represents cash receipts from the IPM Product Line divestiture.

Required Reported Data

Standalone Adjusted EBITDA

We are required to report Standalone Adjusted EBITDA, which is identical to Consolidated EBITDA and EBITDA as such terms are defined under our credit facilities, dated as of October 31, 2019 and the indenture governing our secured notes due 2026 issued by Camelot Finance S.A. and guaranteed by certain of our subsidiaries, respectively. In addition, the credit facilities and the indenture contain certain restrictive covenants that govern debt incurrence and the making of restricted payments, among other matters. These restrictive covenants utilize Standalone Adjusted EBITDA as a primary component of the compliance metric governing our ability to undertake certain actions otherwise proscribed by such covenants. Standalone Adjusted EBITDA reflects further adjustments to Adjusted EBITDA for cost savings already implemented and excess standalone costs.

Because Standalone Adjusted EBITDA is required pursuant to the terms of the reporting covenants under the credit facilities and the indenture and because this metric is relevant to lenders and noteholders, management considers Standalone Adjusted EBITDA to be relevant to the operation of its business. It is also utilized by management and the compensation committee of the Board as an input for determining incentive payments to employees.

Excess standalone costs are the difference between our actual standalone company infrastructure costs, and our estimated steady state standalone infrastructure costs. We make an adjustment for the difference because we have had to incur costs under the transition services agreement, with Thomson Reuters after we had implemented the infrastructure to replace the services provided pursuant to the transition services agreement, thereby incurring dual running costs. Furthermore, there has been a ramp up period for establishing and optimizing the necessary standalone infrastructure. Since our separation from Thomson Reuters, we have had to transition quickly to replace services provided under the transition services agreement, with optimization of the relevant standalone functions typically following thereafter. Cost savings reflect the annualized “run rate” expected cost savings, net of actual cost savings realized, related to restructuring and other cost savings initiatives undertaken during the relevant period. These costs wound down at the end of December 31, 2020.

Standalone Adjusted EBITDA is calculated under the credit facilities and the indenture by using our Consolidated Net Loss for the trailing 12-month period (defined in the credit facilities and the indenture as our U.S. GAAP net income adjusted for certain items specified in the credit facilities and the indenture) adjusted for items including: taxes, interest expense, depreciation and amortization, non-cash charges, expenses related to capital markets transactions, acquisitions and dispositions, restructuring and business optimization charges and expenses, consulting and advisory fees, run-rate cost savings to be realized as a result of actions taken or to be taken in connection with an acquisition, disposition, restructuring or cost savings or similar initiatives, “run rate” expected cost savings, operating expense reductions, restructuring charges and expenses and synergies related to the transition projected by us, costs related to any management or equity stock plan, other adjustments that were presented in the offering memorandum used in connection with the issuance of the secured notes due 2026 and earnout obligations incurred in connection with an acquisition or investment.

The following table bridges Net Loss to Adjusted EBITDA to Standalone Adjusted EBITDA, as Adjusted EBITDA reflects all but three of the adjustments that comprise Standalone Adjusted EBITDA for the periods presented:

	Twelve Months Ended June 30,
(in millions)	2021
Net loss		(263.1	)
Provision for income taxes		2.8
Depreciation and amortization		457.4
Interest, net		135.8
Deferred revenues adjustment⁽¹⁾		22.2
Transaction related costs⁽²⁾		48.8
Share-based compensation expense		43.8
Gain on sale of Techstreet		(28.1	)
Restructuring and impairment⁽³⁾		130.4
Mark to market adjustment on financial instruments⁽⁴⁾		95.4
Other⁽⁵⁾		16.7
Adjusted EBITDA	$	662.1
Realized foreign exchange gain		1.5
CPA Global Adjusted EBITDA impact⁽⁶⁾		58.7
IncoPat Adjusted EBITDA impact⁽⁶⁾		0.2
Hanlim Adjusted EBITDA impact⁽⁶⁾		0.2
Cost savings⁽⁷⁾		70.3
Standalone Adjusted EBITDA	$	792.9

(1) Reflects the deferred revenues adjustments recorded as a result of purchase accounting for acquired businesses.

(3) Reflects costs related to restructuring and impairment of right of use assets associated with the acquisition of DRG and CPA Global in 2020, and related lease optimization plans, as well as the approved One Clarivate restructuring program in 2021. 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.

(6) Represents the acquisition Adjusted EBITDA for the period beginning July 1, 2020 through the respective acquisition date of each acquired business to reflect the company's Standalone Adjusted EBITDA as though acquisitions occurred at the beginning of the presented period.

(7) 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), including synergies related to acquisitions.

The foregoing adjustments (6) and (7) are estimates and are not intended to represent pro forma adjustments presented within the guidance of Article 11 of Regulation S-X. Although we believe these estimates are reasonable, actual results may differ from these estimates, and any difference may be material. See “Cautionary Note Regarding Forward-Looking Statements” in the annual report.

The following tables present the amounts of our subscription, transactional and re-occurring revenues, including as a percentage of our total revenues, for the periods indicated, as well the drivers of the variances between periods.

							Variance Increase/(Decrease)				Percentage of Factors Increase/(Decrease)
	Three Months Ended June 30,						Total Variance (Dollars)			Total Variance (Percentage)	Acquisitive	Disposal	FX Impact	Organic
(in millions, except percentages)	2021			2020
Subscription revenues	$	243.6		$	216.6		$	27.0		12.5%	10.8%	(4.3)%	4.6%	1.4%
Re-occurring revenues		113.7			—			113.7		100.0%	100.0%	—%	—%	—%
Transactional revenues		89.8			60.4			29.4		48.7%	37.2%	(7.7)%	3.4%	15.8%
Deferred revenues adjustment⁽¹⁾		(1.4	)		(3.4	)		2.0		60.1%	(39.2)%	—%	—%	99.4%
Revenues, net	$	445.6		$	273.5		$	172.1		62.9%	57.8%	(5.1)%	4.4%	5.8%
Deferred revenues adjustment⁽¹⁾		1.4			3.4			(2.0	)	(60.1)%	39.2%	—%	—%	(99.4)%
Adjusted revenues, net	$	447.0		$	276.9		$	170.1		61.4%	57.6%	(5.0)%	4.3%	4.5%

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

							Variance Increase/(Decrease)				Percentage of Factors Increase/(Decrease)
	Six Months Ended June 30,						Total Variance (Dollars)			Total Variance (Percentage)	Acquisitive	Disposal	FX Impact	Organic
(in millions, except percentages)	2021			2020
Subscription revenues	$	478.7		$	409.8		$	68.9		16.8%	13.5%	(4.3)%	4.0%	3.6%
Re-occurring revenues		225.9			—			225.9		100.0%	100.0%	—%	—%	—%
Transactional revenues		173.9			109.6			64.3		58.7%	52.1%	(9.7)%	3.1%	13.3%
Deferred revenues adjustment⁽¹⁾		(4.4	)		(5.3	)		0.9		17.3%	(81.8)%	—%	—%	99.2%
Revenues, net	$	874.1		$	514.1		$	360.0		70.0%	64.9%	(5.5)%	3.9%	6.8%
Deferred revenues adjustment⁽¹⁾		4.4			5.3			(0.9	)	(17.3)%	81.8%	—%	—%	(99.2)%
Adjusted revenues, net	$	878.5		$	519.4		$	359.1		69.1%	65.1%	(5.5)%	3.8%	5.7%

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

The following tables and the discussion that follows presents our revenues by Product Segment for the periods indicated, as well as the drivers of the variances between periods, including as a percentage of such revenues.

							Variance Increase/(Decrease)				Percentage of Factors Increase/(Decrease)
Revenues by Product Segment	Three Months Ended June 30,						Total Variance (Dollars)			Total Variance (Percentage)	Acquisitive	Disposal	FX Impact	Organic
(in millions, except percentages)	2021			2020
Science Product Segment	$	202.3		$	183.7		$	18.6		10.1%	—%	—%	4.9%	5.2%
IP Product Segment		244.7			93.3			151.4		162.4%	170.9%	(14.9)%	3.2%	3.2%
Deferred revenues adjustment ⁽¹⁾		(1.4	)		(3.4	)		2.0		60.1%	(39.2)%	—%	—%	99.4%
Revenues, net	$	445.6		$	273.5		$	172.1		62.9%	57.8%	(5.1)%	4.4%	5.8%
Deferred revenues adjustment ⁽¹⁾		1.4			3.4			(2.0	)	(60.1)%	39.2%	—%	—%	(99.4)%
Adjusted revenues, net	$	447.0		$	276.9		$	170.1		61.4%	57.6%	(5.0)%	4.3%	4.5%

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

							Variance Increase/(Decrease)				Percentage of Factors Increase/(Decrease)
Revenues by Product Segment	Six Months Ended June 30,						Total Variance (Dollars)			Total Variance (Percentage)	Acquisitive	Disposal	FX Impact	Organic
(in millions, except percentages)	2021			2020
Science Product Segment	$	393.6		$	330.9		$	62.7		18.9%	7.1%	—%	4.4%	7.4%
IP Product Segment		484.9			188.5			296.4		157.3%	166.9%	(15.1)%	2.9%	2.6%
Deferred revenues adjustment ⁽¹⁾		(4.4	)		(5.3	)		0.9		17.3%	(81.8)%	—%	—%	99.2%
Revenues, net	$	874.1		$	514.1		$	360.0		70.0%	64.9%	(5.5)%	3.9%	6.8%
Deferred revenues adjustment ⁽¹⁾		4.4			5.3			(0.9	)	(17.3)%	81.8%	—%	—%	(99.2)%
Adjusted revenues, net	$	878.5		$	519.4		$	359.1		69.1%	65.1%	(5.5)%	3.8%	5.7%

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

The following table presents our calculation of Adjusted Revenues for the Outlook for 2021 and reconciles this measure to our Revenues, net for the same period:

	Year Ending December 31, 2021 (Forecasted)
	Low		High
Revenues, net	$	1,795.5	$	1,835.5
Deferred revenues adjustment⁽¹⁾		4.5		4.5
Adjusted revenues, net	$	1,800.0	$	1,840.0

(1) Reflects the deferred revenues adjustment as a result of purchase accounting associated with businesses that were acquired.

The following table presents our calculation of Adjusted EBITDA for the Outlook for 2021 and reconciles this measure to our Net loss for the same period:

	Year Ending December 31, 2021 (Forecasted)
(in millions)	Low			High
Net loss attributable to ordinary shares	$	(146.5	)	$	(116.5	)
Mandatory convertible preferred share dividend expense⁽¹⁾		41.2			41.2
Net loss attributable to Clarivate	$	(105.3	)	$	(75.3	)
Provision for income taxes		45.1			45.1
Depreciation and amortization		523.7			523.7
Interest expense and amortization of debt discount, net		183.0			183.0
Deferred revenue adjustment⁽²⁾		4.5			4.5
Restructuring and impairment⁽³⁾		117.3			117.3
Transaction related costs⁽⁴⁾		(13.2	)		(13.2	)
Mark to market adjustment on financial instruments⁽⁵⁾		(30.2	)		(30.2	)
Share-based compensation expense		56.0			56.0
Other⁽⁶⁾		14.1			14.1
Adjusted EBITDA	$	795.0		$	825.0
Adjusted EBITDA margin		44	%		45	%

(1) Dividends on our mandatory convertible preferred shares (“MCPS”) are payable quarterly at an annual rate of 5.25% of the liquidation preference of $100 per share. For the purposes of calculating net loss attributable to Clarivate, we have excluded the accrued and anticipated MCPS stock dividends.

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

(3) Reflects costs primarily related to restructuring and impairment of right of use assets associated with the acquisition of DRG and CPA Global in 2020, and related lease optimization plans, as well as the approved One Clarivate restructuring program in 2021.

(4) 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.

(5) Reflects mark to market adjustments on our private placement warrant financial instruments. In periods after issuance, changes in the estimated fair value of the liabilities are reported through earnings.

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

The following table presents our calculation of Adjusted Diluted EPS for the Outlook for 2021 and reconciles these measures to our Net loss for the same period:

	Year Ending December 31, 2021 (Forecasted)
	Low			High
	Per Share			Per Share
Net loss attributable to ordinary shares	$	(0.22	)	$	(0.18	)
Mandatory convertible preferred share dividend expense⁽¹⁾		0.06			0.06
Net loss attributable to Clarivate	$	(0.16	)	$	(0.12	)
Restructuring and impairment⁽²⁾		0.17			0.17
Transaction related costs⁽³⁾		(0.02	)		(0.02	)
Share-based compensation expense		0.08			0.08
Amortization related to acquired intangible assets		0.66			0.66
Mark to market adjustment on financial instruments⁽⁴⁾		(0.04	)		(0.04	)
Interest on debt held in escrow⁽⁵⁾		0.07			0.07
Other⁽⁶⁾		0.03			0.03
Income tax impact of related adjustments		(0.09	)		(0.09	)
Adjusted Diluted EPS	$	0.70		$	0.74
Weighted average ordinary shares (Diluted)⁽⁷⁾		673,109,699

(2) Reflects costs primarily related to restructuring and impairment of right of use assets associated with the acquisition of DRG and CPA Global in 2020, and related lease optimization plans, as well as the approved One Clarivate restructuring program in 2021.

(3) 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.

(5) Reflects interest expense related to the $2.0 billion of debt, currently held in escrow until the completion of the proposed acquisition of ProQuest. Clarivate intends to use the net proceeds to finance a portion of the purchase price and therefore, considered as part of the transaction costs associated with the proposed acquisition.

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

(7) For the purposes of calculating adjusted earnings per share, the Company has excluded the accrued and anticipated MCPS stock dividends and assumed the “if-converted” method of share dilution.

The following table presents our calculation of Free Cash Flow and Adjusted Free Cash Flow for the Outlook for 2021 and reconciles this measure to our Net cash provided by operating activities for the same period:

	Year Ending December 31, 2021 (Forecasted)
(in millions)	Low			High
Net cash provided by operating activities	$	432.9		$	482.9
Capital expenditures		(135.0	)		(135.0	)
Free Cash Flow		297.9			347.9
Cash paid for restructuring costs⁽¹⁾		76.2			76.2
Cash paid for transaction related costs⁽²⁾		26.9			26.9
Cash paid for other costs⁽³⁾		1.3			1.3
Cash paid for interest on debt held in escrow⁽⁴⁾		47.7			47.7
Adjusted Free Cash Flow	$	450.0		$	500.0

(1) Reflects cash payments for costs related to restructuring and lease-exit activities associated with the acquisition of primarily DRG and CPA Global in 2020. This also includes cash paid for 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.

(3) Reflects cash paid for other costs that do not reflect our ongoing operating performance.

(4) Reflects cash payments for the interest expense related to the $2.0 billion of debt incurred, currently held in escrow until the completion of the proposed acquisition of ProQuest. Clarivate intends to use the net proceeds to finance a portion of the purchase price and therefore, considered as part of the transaction costs associated with the proposed acquisition.

Media Contact:

Tabita Seagrave, Head of Global Corporate Communications

tabita.seagrave@clarivate.com

Investor Relations Contact:

Mark Donohue, Head of Global Investor Relations

mark.donohue@clarivate.com

215-243-2202

Exhibit 99.2

Q2 2021 Earnings Supplemental Materials July 29, 2021

2 Forward - Looking Statements This communication contains “forward - looking statements” as defined in the Private Securities Litigation Reform Act of 1995 . These statements, which express management’s current views concerning future business, events, trends, contingencies, financial performance, or financial condition, appear at various places in this communication and may use words like “aim,” “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “intend,” “likely,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “see,” “seek,” “should,” “strategy,” “strive,” “target,” “will,” and “would” and similar expressions, and variations or negatives of these words . Examples of forward - looking statements include, among others, statements we make regarding : guidance outlook and predictions relating to expected operating results, such as revenue growth and earnings ; our expectations around our ability to consummate our pending acquisition of ProQuest, which is subject to customary closing conditions including receipt of approval under the Hart - Scott - Rodino Antitrust Improvements Act of 1976 ; strategic actions such as acquisitions, joint ventures, and dispositions, including the anticipated benefits therefrom, and our success in integrating acquired businesses ; anticipated levels of capital expenditures in future periods ; our ability to successfully realize cost savings initiatives and transition services expenses ; our belief that we have sufficiently liquidity to fund our ongoing business operations ; expectations of the effect on our financial condition of claims, litigation, environmental costs, the COVID - 19 pandemic and governmental responses thereto, contingent liabilities, and governmental and regulatory investigations and proceedings ; and our strategy for customer retention, growth, product development, market position, financial results, and reserves . Forward - looking statements are neither historical facts nor assurances of future performance . Instead, they are based only on management’s current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions . Because forward - looking statements relate to the future, they are difficult to predict and many of which are outside of our control . Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward - looking statements include those factors discussed under the caption “Risk Factors” in our 2020 annual report on Form 10 - K/A, along with our other filings with the U . S . Securities and Exchange Commission (“SEC”) . However, those factors should not be considered to be a complete statement of all potential risks and uncertainties . Additional risks and uncertainties not known to us or that we currently deem immaterial may also impair our business operations . Forward - looking statements are based only on information currently available to our management and speak only as of the date of this communication . We do not assume any obligation to publicly provide revisions or updates to any forward - looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws . Please consult our public filings with the SEC or on our website at www . clarivate . com . Non - GAAP Financial Measures This presentation contains financial measures which have not been calculated in accordance with United States generally accepted accounting principles (“GAAP”), including Adjusted Revenues, Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Free Cash Flow, and Organic Revenues because they are a basis upon which our management assesses our performance and we believe they reflect the underlying trends and indicators of our business . Although we believe these measures may be useful for investors for the same reasons, these financial measures should not be considered as an alternative to GAAP financial measures as a measure of the Company’s financial condition, profitability and performance or liquidity . In addition, these financial measures may not be comparable to similar measures used by other companies . At the Appendix to this presentation, we provide further descriptions of these non - GAAP measures and reconciliations of these non - GAAP measures to the corresponding most closely related GAAP measures .

3 Financial and Business Highlights Business (1) Revenue at constant currency. (2) See the Appendix for a reconciliation of GAAP to Non - GAAP measures. (3) Adjusted EBITDA Margin equals Adjusted EBITDA divided by Adjusted Revenue. (4) Chief Revenue Officer effective August 2, 2021. Financial (1) x Announced proposed acquisition of ProQuest, creating a global provider of mission critical information and data - driven solutions for science and research ▪ Completed $2B equity and $2B debt financing to fund transaction x Nearing completion of account transitions to new inside sales / Global Business Centers x CPA Global integration more than 4 months ahead of schedule ▪ Identified $25M of additional cost synergies; now expected to achieve $100M x Completed first Colleague Engagement and Customer Delight Surveys for 2021 ▪ Stable performance despite global COVID challenges x Issued first annual sustainability report; aiming to be listed on the DJSI and FTSE 4 GOOD Index based on 2023 performance and be carbon neutral by 2024 x Enhanced leadership team by addition of a Chief Revenue Officer (4) x Launched new Web of Science Ρ offering researchers a highly dynamic, personal and indispensable research assistant through a host of new features and a redesigned user interface x Issued annual Journal Citation Reports, which enables the research community to evaluate the world’s high - quality academic journals using a range of indicators, descriptive data and visualizations +59% $446M +57% $447M +5% +$13M 42% +610bps 2Q Revenue 2Q Adjusted Revenue (2) 2Q Organic Revenue Growth 2Q Adjusted EBITDA Margin (2) (3) +143% $262M 1H’21 Net Cash Operating Activities +116% $259M 1H’21 Adjusted Free Cash Flow (2) +225% $82M 2Q GAAP Net Loss +89% $189M 2Q Adjusted EBITDA (2) Combination of operational enhancements and post pandemic business recovery driving improved year over year performance

4 $100 $189 $178 $354 Q2'20 Q2'21 1H'20 1H'21 $274 $446 $514 $874 Q2'20 Q2'21 1H'20 1H'21 Delivering on Revenue and Earnings Growth Objectives in 2021 ($ in millions, actual f/x) Adjusted Revenue (2) $114 $226 $60 $90 $110 $174 $217 $244 $410 $479 Q2'20 Q2'21 1H'20 1H'21 Recurring Transactional Subscription $277 $447 Adjusted EBITDA (2) +89% With first half organic revenue growth of 6%, we are on target to achieve 6% to 8% organic revenue growth exiting 2021 (1) 2Q’21 includes $1M and 2Q’20 includes $3M, and 1H’21 includes $4.4M and 1H’20 includes $5.3M of deferred revenue adjustment, a r esult of purchase accounting primarily related to acquisitions. (2) See the Appendix for a reconciliation of GAAP to Non - GAAP measures. (3) Adjusted EBITDA Margin equals Adjusted EBITDA divided by Adjusted Revenue. See the Appendix for a reconciliation of GAAP to N on - GAAP measures. Revenue (1) $519 $879 +98% Organic Revenue Growth (at constant f/x) 2Q’21 1H’21 Adjusted subscription 1.4% 3.6% Adjusted transactional 15.8% 13.3% Adjusted re - occurring --- Adjusted Revenue 4.5% 5.7% Actual F/X Constant F/X 2Q’21 +63% +59% 1H’21 +70% +66% Actual F/X Constant F/X 2Q’21 +61% +57% 1H’21 +69% +65% 36% 42% 34% 40% Adjusted EBITDA Margin (3) $25 $82 $106 $155 Q2'20 Q2'21 1H'20 1H'21 GAAP Net Loss

5 First Half 2021 Sustainability Highlights • Published first annual sustainability report, GRI and SASB Reporting • UN Global Compact Signatory • Submitted Ecovadis (100 questions) annual assessment, Earning a Silver Medal Status (80th percentile) • Earned ISO 27001 Information Security Certification • Completed inaugural S&P Corporate Sustainability Assessment (CSA) response submitted (90 questions, 800 data points) • Submitted first DEI assessment (280 questions) alongside first disability/accessibility assessment (80 questions) • Gathered ESG assessments for 38% of Clarivate spend ($191M, top 30 suppliers); 100 suppliers completed assessment • Kicked off Diversity Council & developed 2020 draft scorecard • Board Diversity Statement drafted • Modern Slavery Statement and Australian Access Federation Compliance Statement 2021 completed • Sustainability Policy published • Customer Delight Score (1 of 2 in 2021, 75 Score) • Colleague Engagement Survey (1 of 2 in 2021, 75 score) • Participating in telehealth initiative as part of the CEO Fellowship on Racial Equity • Launched 2 new colleague resource groups (environment and military veterans) (Now a total of 6 global CRGS) • Completed Women's Empowerment Principles (WEPs) Gap analysis • Kicked off COI (Conflict of Interest) training • Achieved 13% of Volunteer goal towards 32,000 hours & launched CEO 40+ hour recognition program Recognition: Earned ISO 27000 Certification. Earned Silver Status with EcoVadis for ESG Performance (80th Percentile) Aiming to be listed on the Dow Jones Sustainability Index and FTSE 4 GOOD Index based on 2023 performance and be carbon neutral by 2024

6 Financial Highlights ($ in millions except per share data) 2021 2020 Actual Organic (2) 2021 2020 Actual Organic (2) 2Q Commentary Subscription revenue (1) $244 $217 13% 1% $479 $410 17% 4% 2Q’20 was favorably impacted as a result of delayed renewals in 1Q’20 due to COVID related issues. 1H’21 growth reflects the normalization of these timing differences. Growth in 2Q’21 and 1H’21 was partially offset by divested Techstreet transaction 4Q’20 Transactional revenue (1) 90 60 49% 16% 174 110 59% 13% Acquisitions, an increase in professional services business line, increased trademark search volumes, stronger back file and custom data sales, partially offset by divestitures Re - occurring revenue (1) 114 --- 100% --- 226 -- 100% -- Component of revenue from acquisition of CPA Global; no prior year comparable Adjusted total revenues, net (1) 447 277 61% 5% 878 519 69% 6% Annual Contract Value (“ACV”) 924 853 8% 2% 924 853 8% 2% Acquisitions, organic growth and annual price increases Adjusted EBITDA (1) 189 100 89% 354 178 98% Acquisitions, organic revenue growth with strong flow - through and benefit of cost savings/synergies Adjusted EBITDA margin (1) 42% 36% 610 bps 40% 34% 600 bps Combination of acquisitions and underlying growth/efficiencies within the core business Other operating income (expense) 1 9 (90%) (15) 15 (204%) Impact of the remeasurement of the assets and liabilities that are denominated in currencies other that each relevant entity’s functional currency Interest expense (39) (21) 83% (76) (52) 46% A result of additional borrowings related to acquisitions Benefit (provision) for income taxes (11) 5 301% (14) (9) 54% Increase due to valuation allowances against pre - tax losses, deductible transaction costs, state income tax, higher tax rates in jurisdictions other than in the UK and non - deductible share - based compensation and restructuring costs Cash taxes 10 3 233% 13 8 63% Addition of CPA Global; lower Q2 ’20 payments due to the COVID - 19 pandemic, US Fed estimated tax payments were deferred until July 15th Net loss (82) (35) (225%) (106) (155) 31% Adjusted net income (1) 110 70 58% 198 95 109% Net loss per share (0.13) (0.07) (86%) (0.17) (0.43) 61% Adjusted diluted EPS (1) 0.17 0.18 (6%) 0.31 0.25 24% Strong growth in Adjusted net income was offset by 63% increase in weighted diluted average shares outstanding primary a result of the acquisition of CPA Global (1) See the A ppendix for a reconciliation of GAAP to Non - GAAP measures. (2) At constant currency Three Months Ended June 30, Six Months Ended June 30,

7 Selected Balance Sheet and Cash Flow Information ($ in millions) June 30, 2021 December 31, 2020 $ Change Commentary on Change Cash and cash equivalents $2,560 $258 $2,302 Increase a result of the June 2021 primary and convertible security offering to fund a portion of the proposed acquisition of ProQuest and growth in cash flow from operations Restricted cash $2,011 $11 $2,000 Represents escrow of the June 2021 debt offering to fund a portion of the proposed acquisition of ProQuest Current portion of long - term debt $2,029 $29 $2,000 $2B debt offering classified as a current liability until consummation of the proposed acquisition of ProQuest Long - term debt outstanding $3,504 $3,519 ($15) Decrease primarily due to quarterly payments on the Term Loan Total debt outstanding $5,533 $3,547 $1,986 Increase a result of the June secured and unsecured notes offering to fund the proposed acquisition of ProQuest Net debt (1) $2,973 $3,289 ($316) Lower due to increase in cash and cash equivalents and positive free cash flow YTD June 30, 2021 YTD June 30, 2020 Capital expenditures $62 $53 $9 Primarily a result of the addition CPA Global Cash flow from operations $262 $108 $154 Driven by increased revenues, EBITDA and improved working capital management Free cash flow (1) $200 $55 $145 Higher operating cash flow partially offset by increased capital expenditures Adjusted free cash flow (1) $259 $120 $139 Adds back cash paid for transition, transformation and integration expenses, restructuring and transaction related costs (1) See the A ppendix for a reconciliation of GAAP to Non - GAAP measures.

8 Delivering Increased Cost Savings Total Savings Permanent Savings Completed Through June 2021 Timing 2019 cost savings program $75 million $75 million $75 million Completed $75 million run - rate COVID related $30 million At least $5 million $5 million Q1 - Q4 2020 DRG synergies $30 million $30 million $30 million $30 million run - rate exiting 2021 CPA Global Savings - UPDATED $100 million (prev. $75M) $100 million (prev. $75M) $86 million $100 million run - rate exiting 2021 Total Cost Savings $235 million $210 million $186 million Permanent cost savings increased to approximately $210 million

9 Updated 2021 Outlook * ($ in millions) Current Outlook Previous Outlook Low High Low High Adjusted Revenue $1,800 $1,840 $1,790 $1,840 Adjusted EBITDA $795 $825 $790 $825 Adjusted EBITDA margin % No change No change 44% 45% Adjusted Diluted EPS (1) $0.70 $0.74 $0.74 $0.79 Adjusted Free Cash Flow No change No change $450 $500 *See Appendix for reconciliation of GAAP to Non - GAAP measures. Outlook excludes the proposed acquisition of ProQuest. Tightened financial outlook range as a result of the growth in revenue and Adjusted EBITDA in the first half of 2021 (1) Adjusted diluted EPS change is due to an increase of 42 million fully diluted weighted average shares (from 631.0 million to 673.1 million) due to the June primary and convertible share offering as a result of the proposed acquisition of ProQuest.

APPENDIX

11 Presentation of Certain Non - GAAP Financial Measures This presentation contains financial measures which have not been calculated in accordance with GAAP, including Adjusted Revenues and Adjusted EBITDA, because they are a basis upon which our management assesses our performance and we believe they reflect the underlining trends and indicators of our business . Adjusted Revenues Adjusted Revenues excludes the impact of the deferred revenues purchase accounting adjustment (primarily recorded in connection with recent acquisitions) . Our presentation of Adjusted Revenues is presented for informational purposes only and is not necessarily indicative of our future results . You should compensate for these limitations by relying primarily on our GAAP results and only using Adjusted Revenues for supplementary analysis . Adjusted EBITDA Adjusted EBITDA represents net loss 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), share - based compensation, mandatory convertible preferred share dividend expense, 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 - operating income or expense, the impact of certain non - cash, mark to market adjustments on financial instruments and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period . Per Clarivate’s Non - GAAP policy effective January 1 , 2021 , we have ceased use of adjustments for costs in connection with our separation from Thomson Reuters including costs related to the transition services agreement and separation, integration, and transformational expenses, as well as costs related to our merger with Churchill Capital Corp in 2019 . In evaluating 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 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 .

12 Presentation of Certain Non - GAAP Financial Measures Adjusted EBITDA The use of Adjusted EBITDA instead of GAAP measures has limitations as an analytical tool, and you should not consider 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, 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 – 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 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 . 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 . Adjusted EBITDA Margin Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Adjusted Revenues .

13 Presentation of Certain Non - GAAP Financial Measures Adjusted Net Income and Adjusted Diluted EPS We use Adjusted Net Income and Adjusted Diluted Earnings Per Share ("Adjusted Diluted EPS") in our analysis of the financial performance of the Company . We believe Adjusted Net Income and Adjusted Diluted EPS are meaningful measures of the performance of the Company because they adjust for items that do not directly affect our ongoing operating performance in the period . Adjusted Net Income is calculated using net loss, 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 divested business), amortization related to acquired intangible assets, share - based compensation, mandatory convertible preferred share dividend expense, 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 - operating income or expense, the impact of certain non - cash, mark to market adjustments on financial instruments, interest on debt held in escrow, and other items that are included in net income for the period that the Company does not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period, and the income tax impact of any adjustments . Per Clarivate’s Non - GAAP policy effective January 1 , 2021 , we have ceased use of adjustments for costs in connection with our separation from Thomson Reuters including costs related to the transition services agreement and separation, integration, and transformational expenses, as well as costs related to our merger with Churchill Capital Corp in 2019 . We calculate Adjusted Diluted EPS by using Adjusted Net Income divided by diluted weighted average shares for the period . Standalone Adjusted EBITDA We are required to report Standalone Adjusted EBITDA, which is identical to Consolidated EBITDA and EBITDA as such terms are defined under our credit facilities, dated as of October 31 , 2019 and the indenture governing our secured notes due 2026 issued by Camelot Finance S . A . and guaranteed by certain of our subsidiaries, respectively . In addition, the credit facilities and the indenture contain certain restrictive covenants that govern debt incurrence and the making of restricted payments, among other matters . These restrictive covenants utilize Standalone Adjusted EBITDA as a primary component of the compliance metric governing our ability to undertake certain actions otherwise proscribed by such covenants . Standalone Adjusted EBITDA reflects further adjustments to Adjusted EBITDA for cost savings already implemented and excess standalone costs . Excess standalone costs are the difference between our actual standalone company infrastructure costs, and our estimated steady state standalone infrastructure costs . We make an adjustment for the difference because we have had to incur costs under the transition services agreement with Thomson Reuters after we had implemented the infrastructure to replace the services provided pursuant to the transition services agreement, thereby incurring dual running costs . Furthermore, there has been a ramp up period for establishing and optimizing the necessary standalone infrastructure . Since our separation from Thomson Reuters, we have had to transition quickly to replace services provided under the transition services agreement, with optimization of the relevant standalone functions typically following thereafter . Cost savings reflect the annualized “run rate” expected cost savings, net of actual cost savings realized, related to restructuring and other cost savings initiatives undertaken during the relevant period . These costs wound down at the end of December 31 , 2020 . Standalone Adjusted EBITDA is calculated under the credit facilities and the indenture by using our consolidated net income (loss) for the trailing 12 - month period (defined in the credit facilities and the indenture as our U . S . GAAP net income adjusted for certain items specified in the credit facilities and the indenture) adjusted for items including : taxes, interest expense, depreciation and amortization, non - cash charges, expenses related to capital markets transactions, acquisitions and dispositions, restructuring and business optimization charges and expenses, consulting and advisory fees, run - rate cost savings to be realized as a result of actions taken or to be taken in connection with an acquisition, disposition, restructuring or cost savings or similar initiatives, “run rate” expected cost savings, operating expense reductions, restructuring charges and expenses and synergies related to the transition projected by us, costs related to any management or equity stock plan, other adjustments of the type that were presented in the offering memorandum used in connection with the issuance of the secured notes due 2026 and earn - out obligations incurred in connection with an acquisition or investment .

14 Presentation of Certain Non - GAAP Financial Measures Free Cash Flow and Adjusted Free Cash Flow We use free cash flow and adjusted free cash flow in our operational and financial decision - making and believe free cash flow and adjusted free cash is useful to investors because similar measures are frequently used by securities analysts, investors, ratings agencies and other interested parties to evaluate our competitors and to measure the ability of companies to service their debt . Free cash flow is calculated using net cash provided by operating activities less capital expenditures . Adjusted free cash flow is calculated as free cash flow, less cash paid for restructuring and lease - exit activities, transition services agreement, transition, transformation and integration expenses, transaction related costs, interest on debt held in escrow, and debt issuance costs offset by cash received for hedge accounting transactions . Per Clarivate’s Non - GAAP policy effective January 1 , 2021 , we have ceased use of adjustments for costs in connection with our separation from Thomson Reuters including costs related to the transition services agreement and separation, integration, and transformational expenses, as well as costs related to our merger with Churchill Capital Corp in 2019 . Organic Revenues This illustrates growth in businesses owned by the Company as of January 1 , 2020 . Results excluding divestitures in this presentation exclude the previously announced November 6 , 2020 divestiture of Techstreet .

15 Quarterly Financial Summary 1. Adjusted Revenue adds back the deferred revenue purchase accounting adjustment. 2. See the Appendix for a reconciliation of GAAP to non - GAAP financial measures. ($ in millions) Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Revenues, net $242.3 $243.0 $255.0 $240.6 $273.5 $284.4 $455.6 $428.4 $445.6 Deferred revenue adjustment $0 . 1 $0.1 $0.1 $1.9 $3.4 $2.1 $15.7 $3.0 $1.4 Adjusted Revenue (1)(2) $242.4 $243.1 $255.1 $242.5 $276.9 $286.5 $471.3 $431.5 $447.0 Adj. Subscription Revenue (1)(2) $202.7 $200.8 $209.5 $193.2 $216.5 $222.1 $235.9 $235.1 $243.6 Adj. Transactional Revenue (1)(2) $39.7 $42.3 $45.6 $49.2 $60.4 $64.4 $120.9 $84.2 $89.8 Adj. Re - occurring Revenue (1)(2) --- --- --- --- --- --- $114.5 $112.2 $113.7 Net Income (Loss) (As Restated) ($103.9) ($11.0) ($84.4) ($129.6) ($25.3) ($182.0) $25.0 ($24.0) ($82.2) Adjusted EBITDA (2) $73.2 $77.0 $84.6 $78.2 $100.1 $108.2 $200.1 $164.8 $189.0 Adjusted EBITDA margin % (2) 30% 32% 33% 32% 36% 38% 42% 38% 42%

16 Diluted Share Count 1 3 4 4 5 6 7 Note: the analysis is not intended to replace the Treasury Stock Method as required under ASC 260, Earnings per Share 1. Inconsistent with the requirements of ASC 260, but for illustrative purposes, this analysis uses h ypothetical shares prices and not the actual average share price for the period as required under US GAAP. 2. For the purposes of calculating adjusted earnings per share, the Company has excluded the accrued and anticipated MCPS stock dividends and assumed the “if - converted” method of share dilution (the incremental shares of common stock deemed outstanding applying the “if - converted” method of calculating share dilution only with respect to any MCPS the conversion of which would be dilutive in the particular period are referred to as the “Preferred Shares”.) 3. Debt and cash amounts reflect 6/30/21 balances. This also reflects the $2,000 in restricted cash obtained from the issuance of the Unsecured and Secured notes. 4. Per the requirements of the Treasury Stock Method this excludes all management options that are antidilutive at the assumed share prices in this analysis and includes consideration of unrecognized compensation costs. 5. Consists of actual 2019, 2020, and 2021 issued RSUs, as well as forecasted RSUs for Q3 through Q4 of 2021 and their related activity. This includes forecasted issuances of 1.0M RSUs in the remainder of 2021. 6. Consistent with the requirements of ASC 260, performance conditions for 0.6M of the PSUs granted in 2020 are not likely to be achieved as of this time, and therefore are excluded from this dilution analysis. Market conditions for 0.3M of the PSUS granted in 2020 are likely to be achieve based on the stock price's performance in the past year, and therefore are included in this dilution analysis. This figure includes one third of the PSUs issued in Q1 2021 and Q2 2021 as it has been deemed probable that the performance condition will be met. It does not include the portion of Q1 2021 PSU grants that do not have identified performance conditions yet. Additionally, it does not include forecasted grants for the remainder of 2021 as we are unable to determine the probability of achieving related performance conditions at this time. 7. Consistent with the requirement of ASC 260, the impact of settling the September and December Preferred Share dividends with common stock is included in this dilutive analysis. Comments 3 4 5 6 7 2

17 Reconciliation of Non - GAAP Financial Measures Growth in organic revenue illustrates growth in businesses owned by the Company as of January 1, 2020, the beginning of the e arl iest period presented. The following tables present the amounts of our subscription and transactional revenues, including as a percentage of our total revenues, f or the periods indicated, as well the drivers of the variances between periods. 1. Reflects the deferred revenues adjustment made as a result of purchase accounting. 1 1 Variance Increase/(Decrease) Percentage of Factors Increase/(Decrease) Three Months Ended June 30, Total Variance (Dollars) Total Variance (Percentage) Acquisitive Disposal FX Impact Organic (in millions, except percentages) 2021 2020 Subscription revenues $ 243.6 $ 216.6 $ 27.0 12.5 % 10.8 % (4.3) % 4.6 % 1.4 % Re - occurring revenues 113.7 — 113.7 100.0 % 100.0 % — % — % — % Transactional revenues 89.8 60.4 29.4 48.7 % 37.2 % (7.7) % 3.4 % 15.8 % Deferred revenues adjustment (1.4) (3.4) 2.0 60.1 % (39.2) % — % — % 99.4 % Revenues, net $ 445.6 $ 273.5 $ 172.1 62.9 % 57.8 % (5.1) % 4.4 % 5.8 % Deferred revenues adjustment 1.4 3.4 (2.0) (60.1) % 39.2 % — % — % (99.4) % Adjusted revenues, net $ 447.0 $ 276.9 $ 170.1 61.4 % 57.6 % (5.0) % 4.3 % 4.5 %

18 Reconciliation of Non - GAAP Financial Measures Growth in organic revenue illustrates growth in businesses owned by the Company as of January 1, 2020, the beginning of the e arl iest period presented. The following tables present the amounts of our subscription and transactional revenues, including as a percentage of our total revenues, f or the periods indicated, as well the drivers of the variances between periods. 1. Reflects the deferred revenues adjustment as a result of purchase accounting associated with businesses that were acquired. 1 1 Variance Increase/(Decrease) Percentage of Factors Increase/(Decrease) Six Months Ended June 30, Total Variance (Dollars) Total Variance (Percentage) Acquisitive Disposal FX Impact Organic (in millions, except percentages) 2021 2020 Subscription revenues $ 478.7 $ 409.8 $ 68.9 16.8 % 13.5 % (4.3) % 4.0 % 3.6 % Re - occurring revenues 225.9 — 225.9 100.0 % 100.0 % — % — % — % Transactional revenues 173.9 109.6 64.3 58.7 % 52.1 % (9.7) % 3.1 % 13.3 % Deferred revenues adjustment (4.4) (5.3) 0.9 17.3 % (81.8) % — % — % 99.2 % Revenues, net $ 874.1 $ 414.1 $ 360.0 70.0 % 69.4 % (5.5) % 3.9 % 6.8 % Deferred revenues adjustment 4.4 5.3 (0.9) (17.3) % 81.8 % — % — % (99.2) % Adjusted revenues, net $ 878.5 $ 519.4 $ 359.1 69.1 % 65.1 % (5.5) % 3.8 % 5.7 %

19 Three Months Ended June 30, Six Months Ended June 30, (in millions) 2021 2020 2021 2020 Net loss $ (82.2) $ (25.3) $ (106.2) $ (154.9) Provision for income taxes 10.9 (5.4) 14.4 9.4 Depreciation and amortization 130.2 56.1 261.8 107.6 Interest expense and amortization of debt discount, net 38.6 21.1 76.0 52.1 Deferred revenues adjustment 1.4 3.4 4.4 5.3 Transaction related costs 13.2 8.5 (13.5) 35.2 Share - based compensation expense 15.9 6.9 26.5 24.3 Restructuring and impairment 41.7 15.9 106.4 23.6 Mark to market adjustment on financial instruments 21.0 23.8 (30.2) 79.4 Other (1.6) (4.9) 14.1 (3.6) Adjusted EBITDA $ 189.0 $ 100.1 $ 353.8 $ 178.4 Adjusted EBITDA Margin 42.3% 36.2% 40.3% 34.3% Reconciliation of Non - GAAP Financial Measures Descriptions Adjusted EBITDA adjustments 1. Reflects the deferred revenues adjustment as a result of purchase accounting associated with businesses that were acquired. 2. 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. 3. Reflects costs related to restructuring and impairment associated with the acquisition of primarily DRG and CPA Global in 2020, as well as the approved One Clarivate restructuring program in 2021. 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. 4. Reflects mark to market adjustments on our private placement warrant financial instruments. In periods after issuance, changes in the estimated fair value of the liabilities are reported through earnings. 5. 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. The 2020 detail also includes costs related to a transition services agreement and offset by the reverse transition services agreement from the sale of MarkMonitor and 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 were largely wound down by the end of December 31, 2020. 1 2 5 3 4

20 Reconciliation of Non - GAAP Financial Measures Twelve Months Ended June 30, (in millions) 2021 Net loss $ (263.1) Provision for income taxes 2.8 Depreciation and amortization 457.4 Interest, net 135.8 Deferred revenues adjustment 22.2 Transaction related costs 48.8 Share - based compensation expense 43.8 Gain on sale of Techstreet (28.1) Restructuring and impairment 130.4 Mark to market adjustment on financial instruments 95.4 Other 16.7 Adjusted EBITDA 662.1 Realized foreign exchange gain 1.5 CPA Adjusted EBITDA Impact 58.7 IncoPat Adjusted EBITDA Impact 0.2 Hanlim Adjusted EBITDA Impact 0.2 Cost savings 70.3 Standalone Adjusted EBITDA $ 792.9 Descriptions Adjusted EBITDA adjustments 1. Reflects the deferred revenues adjustments recorded as a result of purchase accounting for acquired businesses. 2. 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. 3. Reflects costs related to restructuring and impairment of right of use assets associated with the acquisition of DRG and CPA Global in 2020, and related lease optimization plans, as well as the approved One Clarivate restructuring program in 2021. 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. 4. Reflects mark to market adjustments on our private placement warrant financial instruments. In periods after issuance, changes in the estimated fair value of the liabilities are reported through earnings. 5. 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. The 2020 detail also includes costs related to a transition services agreement and offset by the reverse transition services agreement from the sale of MarkMonitor and 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 were largely wound down by the end of December 31, 2020. 6. Represents the acquisition Adjusted EBITDA for the period beginning July 1, 2020 through the respective acquisition date of each acquired business to reflect the Company's Standalone Adjusted EBITDA as though acquisitions occurred at the beginning of the presented period. 7. 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), including synergies related to acquisitions. 1 2 3 4 5 6 6 6 7

21 Reconciliation of Non - GAAP Financial Measures Descriptions Adjusted Net Income and Adjusted Diluted EPS adjustments 1. Reflects the deferred revenues adjustment as a result of purchase accounting associated with businesses that were acquired. 2. 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. 3. Reflects costs primarily related to restructuring and impairment associated with the acquisition of DRG and CPA Global in 2020, as well as the approved One Clarivate restructuring program in 2021. 4. Reflects mark to market adjustments on our private placement warrant financial instruments. In periods after issuance, changes in the estimated fair value of the liabilities are reported through earnings. 5. Reflects interest expense incurred related to the $2.0 billion of debt incurred, currently held in escrow until the completion of the proposed acquisition of ProQuest. Clarivate intends to use the net proceeds to finance a portion of the purchase price and therefore, considered as part of the transaction costs associated with the proposed acquisition. 6. 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. Three Months Ended June 30, Six Months Ended June 30, 2021 2021 (in millions, except per share amounts) Amount Per Share Amount Per Share Net loss $ (82.2) (0.13) $ (106.2) (0.17) Deferred revenues adjustment 1.4 — 4.4 0.01 Transaction related costs 13.2 0.02 (13.5) (0.02) Share - based compensation expense 15.9 0.02 26.5 0.04 Amortization related to acquired intangible assets 111.2 0.17 222.1 0.35 Restructuring and impairment 41.7 0.07 106.4 0.17 Mark to market adjustment on financial instruments 21.0 0.03 (30.2) (0.05) Interest on debt held in escrow 1.4 — 1.4 — Other (1.6) — 14.1 0.02 Income tax impact of related adjustments (12.0) (0.02) (26.8) (0.04) Adjusted net income and Adjusted Diluted EPS $ 110.0 $ 0.17 $ 198.4 $ 0.31 Weighted average ordinary shares (Diluted) 641,356,463 633,109,171 1 2 3 4 5 6

22 Descriptions Free Cash Flow and Adjusted Free Cash Flow Adjustments 1. Reflects cash payments for costs primarily related to restructuring and lease - exit activities associated with the acquisition of DRG and CPA Global in 2020. This also includes cash paid for 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. 2. 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. 3. Includes cash paid for costs incurred in 2020 and 2019 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, costs for which were largely wound down by the end of December 31, 2020, as well as other costs that do not reflect our ongoing operating performance. 4. In 2020, Transition Services Agreement represents cash receipts from the IPM Product Line divestiture. 1 2 June 30, 2021 December 31, 2020 (in millions) Total debt outstanding $ 5,533.1 $ 3,547.4 Cash and cash equivalents 2,559.6 257.7 Total net debt outstanding $ 2,973.5 $ 3,289.7 Reconciliation of Non - GAAP Financial Measures Debt to Net debt Net Cash Provided by Operating Activities to Free Cash Flow and Adjusted Free Cash Flow Six Months Ended June 30, (in millions) 2021 2020 Net cash provided by operating activities $ 261.7 $ 107.6 Capital expenditures (62.0) (52.7) Free cash flow 199.7 54.9 Cash paid for restructuring costs 48.7 13.7 Cash paid for transaction related costs 8.8 34.3 Cash paid for transition, integration and other expenses 1.3 12.9 Cash paid for transition services agreement — (2.2) Cash paid for debt issuance costs — 7.7 Cash received for hedge accounting transactions — (1.7) Adjusted free cash flow $ 258.5 $ 119.6 3 4

23 Revenues, Net to Adjusted Revenues Year Ending December 31, 2021 (Forecasted) ($ in millions) Low High Net loss attributable to ordinary shares $(146.5) $(116.5) MCPS dividend expense 41.2 41.2 Net loss attributable to Clarivate $(105.3) $(75.3) Provision for income taxes 45.1 45.1 Depreciation and amortization 523.7 523.7 Interest expense and amortization of debt discount, net 183.0 183.0 Deferred revenue adjustment 4.5 4.5 Restructuring and impairment 117.3 117.3 Transaction relates costs (13.2) (13.2) Mark to market adjustment on financial instruments (30.2) (30.2) Share - based compensation expense 56.0 56.0 Other 14.1 14.1 Adjusted EBITDA $795.0 $825.0 Adjusted EBITDA Year Ending December 31, 2021 (Forecasted) ($ in millions) Low High Revenues, net $1,800.0 $1,840.0 Adjusted EBITDA $795.0 $825.0 Adjusted EBITDA Margin 44% 45% Adjusted EBITDA Margin Descriptions 1. Reflects the deferred revenues adjustment as a result of purchase accounting associated with businesses that were acquired. 2 Year Ending December 31, 2021 (Forecasted) (in millions) Low High Revenues, net $ 1,795.5 $ 1,835.5 Deferred revenues adjustment 4.5 4.5 Adjusted revenues, net $ 1,800.0 $ 1,840.0 Reconciliation of Non - GAAP Financial Measures The following table presents our calculation of Adjusted Revenues for the Outlook for 2021 and reconciles this measure to Rev enu es for the same period: 1 The following table presents our calculation of Adjusted EBITDA for the Outlook for 2021 and reconciles this measure to our Loss from operations for the same period : 1 Descriptions 1. Dividends on our mandatory convertible preferred shares (“MCPS”) are payable quarterly at an annual rate of 5.25% of the liquidation preference of $100 per share. For the purposes of calculating net loss attributable to Clarivate, we have excluded the accrued and anticipated MCPS stock dividends. 2. Reflects the deferred revenues adjustment as a result of purchase accounting associated with businesses that were acquired. 3. Reflects costs primarily related to restructuring and impairment of right of use assets associated with the acquisition of DRG and CPA Global in 2020, and related lease optimization plans, as well as the approved One Clarivate restructuring program in 2021. 4. 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. 5. Reflects mark to market adjustments on our private placement warrant financial instruments. In periods after issuance, changes in the estimated fair value of the liabilities are reported through earnings. 6. Includes primarily the net impact of foreign exchange gains and losses related to the re - measurement of balances and other items incurred that do not reflect our ongoing operating performance. 3 4 5 6

24 Reconciliation of Non - GAAP Financial Measures Net Loss Per Fully Diluted Weighted Shares Outstanding to Adjusted Diluted EPS Year Ending December 31, 2021 (Forecasted) (in millions, except per share amounts) Low High Per Share Per Share Net loss attributable to ordinary shares $(0.22) $(0.18) MCPS dividend expense 0.06 0.06 Net loss attributable to Clarivate $(0.16) $(0.12) Restructuring and impairment 0.17 0.17 Transaction related costs (0.02) (0.02) Share - based compensation 0.08 0.08 Amortization related to acquired intangible assets 0.66 0.66 Mark to market adjustment on financial instruments (0.04) (0.04) Interest on debt held in escrow 0.07 0.07 Other 0.03 0.03 Income tax impact of related adjustments (0.09) (0.09) Adjusted Diluted EPS $0.70 $0.74 Weighted average common shares (diluted) 673,109,699 The following table presents our calculation of Adjusted Diluted EPS for the Outlook for 2021 and reconciles this measure to our Net loss for the same period: 1 Descriptions Adjusted Diluted EPS Adjustments 1. Dividends on our mandatory convertible preferred shares (“MCPS”) are payable quarterly at an annual rate of 5.25% of the liquidation preference of $100 per share. For the purposes of calculating net loss attributable to Clarivate, we have excluded the accrued and anticipated MCPS stock dividends. 2. Reflects costs primarily related to restructuring and impairment of right of use assets associated with the acquisition of DRG and CPA Global in 2020, and related lease optimization plans, as well as the approved One Clarivate restructuring program in 2021. 3. 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. 4. Reflects mark to market adjustments on our private placement warrant financial instruments. In periods after issuance, changes in the estimated fair value of the liabilities are reported through earnings. 5. Reflects interest expense related to the $2.0 billion of debt, currently held in escrow until the completion of the proposed acquisition of ProQuest. Clarivate intends to use the net proceeds to finance a portion of the purchase price and therefore, considered as part of the transaction costs associated with the proposed acquisition. 6. Includes primarily the net impact of foreign exchange gains and losses related to the re - measurement of balances and other items incurred that do not reflect our ongoing operating performance. 7. For the purposes of calculating adjusted earnings per share, the Company has excluded the accrued and anticipated MCPS stock dividends and assumed the “if - converted” method of share dilution. 2 3 4 5 6 7

25 Year Ending December 31, 2021 (Forecasted) Low High (in millions) Net cash provided by operating activities $ 432.9 $ 482.9 Capital expenditures (135.0) (135.0) Free Cash Flow 297.9 347.9 Cash paid for restructuring costs 76.2 76.2 Cash paid for transaction related costs 26.9 26.9 Cash paid for other costs 1.3 1.3 Cash paid for interest on debt held in escrow 47.7 47.7 Adjusted Free Cash Flow $ 450.0 $ 500.0 Descriptions Adjusted Free Cash Flow Adjustments 1. Reflects cash payments for costs related to restructuring and lease optimization associated with the acquisition of primarily DRG and CPA Global in 2020. This also includes cash paid for 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. 2. 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. 3. Reflects cash paid for other costs that do not reflect our ongoing operating performance. 4. Reflects cash payments for the interest expense related to the $2.0 billion of debt incurred, currently held in escrow until the completion of the proposed acquisition of ProQuest. Clarivate intends to use the net proceeds to finance a portion of the purchase price and therefore, considered as part of the transaction costs associated with the proposed acquisition. Net Cash Provided by Operating Activities to Free Cash Flow and Adjusted Free Cash Flow 1 Reconciliation of Non - GAAP Financial Measures The following table presents our calculation of Free Cash Flow and Adjusted Free Cash Flow for the Outlook for 2021 and recon cil es this measure to our Net cash provided by operating activities for the same period: 2 3 4