|
Jersey, Channel Islands
|
| |
7374
|
| |
Not Applicable
|
|
|
(State or other jurisdiction of
Incorporation or organization) |
| |
(Primary standard industrial
classification code number) |
| |
(I.R.S. Employer
Identification Number) |
|
|
Rachel W. Sheridan, Esq.
Shagufa R. Hossain, Esq. Latham & Watkins LLP 555 Eleventh Street, NW Washington, D.C. 20004 Telephone: (202) 637-2200 Fax: (202) 637-2201 |
| |
Raphael M. Russo, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019 Telephone: (212) 373-3000 Fax: (212) 757-3990 |
| |
Robert J. Mittman, Esq.
Brad L. Shiffman, Esq. Kathleen A. Cunningham, Esq. Blank Rome LLP 405 Lexington Avenue New York, NY 10174 Telephone: (212) 885-5000 Fax: (212) 885-5001 |
|
CALCULATION OF REGISTRATION FEE
|
| ||||||||||||||||||||||||
Title Of Each Class Of Security To Be Registered
|
| |
Amount To Be
Registered (1) |
| |
Proposed Maximum
Offering Price Per Security (2) |
| |
Proposed Maximum
Aggregate Offering Price (2) |
| |
Amount of
Registration Fee (3) |
| ||||||||||||
Ordinary Shares
(4)
|
| | | | 69,200,000 | | | | | $ | 11.08 | | | | | $ | 766,736,000.00 | | | | | $ | 92,928.40 | | |
Ordinary Shares
(5)
|
| | | | 34,712,174 | | | | | $ | 11.08 | | | | | $ | 384,610,887.92 | | | | | $ | 46,614.84 | | |
Total
|
| | | | | | | | | | | | | | | $ | 1,151,346,887.92 | | | | | $ | 139,543.24 | | |
|
| | |
Page
|
| |||
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| | | | 13 | | | |
| | | | 24 | | | |
| | | | 29 | | | |
| | | | 31 | | | |
| | | | 32 | | | |
| | | | 66 | | | |
| | | | 69 | | | |
| | | | 74 | | | |
| | | | 109 | | | |
| | | | 115 | | | |
| | | | 117 | | | |
| | | | 125 | | | |
| | | | 130 | | | |
| | | | 131 | | | |
| | | | 137 | | | |
| | | | 148 | | | |
| | | | 160 | | | |
| | | | 162 | | | |
| | | | 186 | | | |
| | | | 188 | | | |
| | | | 194 | | | |
| | | | 199 | | | |
| | | | 216 | | | |
| | | | 218 | | | |
| | | | 218 | | | |
| | | | 218 | | | |
| | | | 218 | | | |
| | | | 218 | | | |
| | | | 219 | | | |
| | | | 219 | | | |
| | | | 220 | | | |
| | | | F-1 | | | |
| | | | A-1-1 | | | |
| | | | A-2-1 | | | |
| | | | A-3-1 | | | |
| | | | B-1 | | | |
| | | | C-1 | | |
| | |
Period from
June 20, 2018 (inception) through December 31, 2018 |
| |||
Income Statement Data: | | | |||||
Revenues
|
| | | $ | 0 | | |
Loss from operations
|
| | | | (2,525,364 ) | | |
Interest income
|
| | | | 4,512,532 | | |
Net income
|
| | | | 1,241,506 | | |
Basic and diluted net loss per share
(1)
|
| | | | (0.13 ) | | |
Weighted average shares outstanding excluding shares subject to possible redemption – basic and diluted
|
| | | | 17,706,822 | | |
| | |
As of
December 31, 2018 |
| |||
Other Financial Data: | | | |||||
Total assets
|
| | | $ | 698,437,748 | | |
| | |
Year Ended December 31
|
| |||||||||
($ in millions, except per share data)
|
| |
2018
|
| |
2017
|
| ||||||
Revenues, net
|
| | | $ | 968.5 | | | | | $ | 917.6 | | |
Loss from operations
|
| | | | (105.7 ) | | | | | | (147.0 ) | | |
Net loss
|
| | | | (242.2 ) | | | | | | (263.9 ) | | |
Basic and diluted net loss per share
|
| | | | (147.14 ) | | | | | | (160.83 ) | | |
| | |
As of or for the Year Ended
December 31 |
| |||||||||
($ in millions)
|
| |
2018
|
| |
2017
|
| ||||||
Adjusted revenues
(1)
|
| | | $ | 951.2 | | | | | $ | 935.4 | | |
Adjusted EBITDA
(2)
|
| | | | 272.8 | | | | | | 319.7 | | |
Adjusted EBITDA margin
(3)
|
| | | | 28.7 % | | | | | | 34.2 % | | |
Capital expenditures
|
| | | | 45.4 | | | | | | 37.8 | | |
Total assets
|
| | | | 3,709.7 | | | | | | 4,005.1 | | |
| | |
Year Ended December 31
|
| |||||||||
($ in millions)
|
| |
2018
|
| |
2017
|
| ||||||
Revenues, net
|
| | | $ | 968.5 | | | | | $ | 917.6 | | |
Deferred revenues purchase accounting adjustment
(a)
|
| | | | 3.2 | | | | | | 49.7 | | |
Revenues attributable to Intellectual Property Management Product Line
(b)
|
| | | | (20.5 ) | | | | | | (31.9 ) | | |
Adjusted revenues
|
| | | $ | 951.2 | | | | | $ | 935.4 | | |
|
| | |
For the Years Ended
December 31 |
| |||||||||
($ in millions)
|
| |
2018
|
| |
2017
|
| ||||||
Net loss
|
| | | $ | (242.2 ) | | | | | $ | (263.9 ) | | |
(Benefit) provision for income taxes
|
| | | | 5.7 | | | | | | (21.3 ) | | |
Depreciation and amortization
|
| | | | 237.2 | | | | | | 228.5 | | |
Interest expense, net
|
| | | | 130.8 | | | | | | 138.2 | | |
Transition Service Agreement costs
(a)
|
| | | | 55.8 | | | | | | 89.9 | | |
Transition, transformation and integration expense
(b)
|
| | | | 69.2 | | | | | | 86.8 | | |
Deferred revenues adjustment
(c)
|
| | | | 3.2 | | | | | | 49.7 | | |
Transaction related costs
(d)
|
| | | | 2.5 | | | | | | 2.2 | | |
Share-based compensation expense
|
| | | | 13.7 | | | | | | 17.7 | | |
Gain on sale of IPM Product Line
|
| | | | (36.1 ) | | | | | | — | | |
Tax indemnity asset
(e)
|
| | | | 33.8 | | | | | | — | | |
IPM adjusted operating margin
(f)
|
| | | | (5.9 ) | | | | | | (6.8 ) | | |
Other
(g)
|
| | | | 5.1 | | | | | | (1.3 ) | | |
Adjusted EBITDA
|
| | | $ | 272.8 | | | | | $ | 319.7 | | |
|
(in thousands, except share and per share information)
|
| |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data Year Ended December 31, 2018
|
| | | ||||||||||
Revenues, net
|
| | | $ | 968,468 | | | | | $ | 968,468 | | |
Operating expenses
|
| | | | 1,073,812 | | | | | | 1,073,812 | | |
Operating loss
|
| | | | (105,344 ) | | | | | | (105,344 ) | | |
Net loss
|
| | | | (204,626 ) | | | | | | (211,382 ) | | |
Basic and diluted net loss per common share
|
| | | $ | (0.67 ) | | | | | $ | (0.72 ) | | |
Weighted average shares outstanding, basic and diluted
|
| | | | 305,250,000 | | | | | | 293,570,637 | | |
Summary Unaudited Pro Forma Condensed Combined Balance Sheet Data
As of December 31, 2018 |
| | | ||||||||||
Total current assets
|
| | | $ | 407,168 | | | | | $ | 407,100 | | |
Total assets
|
| | | | 3,708,230 | | | | | | 3,708,162 | | |
Total current liabilities
|
| | | | 643,394 | | | | | | 643,394 | | |
Total liabilities
|
| | | | 2,285,137 | | | | | | 2,400,628 | | |
Total shareholders’ equity
|
| | | | 1,423,093 | | | | | | 1,307,534 | | |
| | |
Historical
|
| |
Pro Forma Combined
|
| ||||||||||||||||||
| | |
Company
|
| |
Churchill
(1)
|
| |
Assuming
No Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||||||||
As of and for the Year Ended December 31, 2018 | | | | | | ||||||||||||||||||||
Book value per share – basic and diluted
(2)
|
| | | $ | 638.35 | | | | | $ | 0.28 | | | | | $ | 4.66 | | | | | $ | 4.45 | | |
Weighted average shares outstanding – basic and diluted
|
| | | | 1,645,818 | | | | | | 17,706,822 | | | | | | 305,250,000 | | | | | | 293,570,637 | | |
Net loss per share – basic and diluted
|
| | | $ | (147.14 ) | | | | | $ | (0.13 ) | | | | | $ | (0.67 ) | | | | | $ | (0.72 ) | | |
| | |
Fiscal Year Ended December 31,
|
| |||||||||||||||
($ in millions)
|
| |
2018E
|
| |
2019E Low
|
| |
2019E High
|
| |||||||||
Adjusted Revenues
(1)
|
| | | $ | 952 | | | | | $ | 962 | | | | | $ | 995 | | |
Standalone Adjusted EBITDA
(2)(3)
|
| | | $ | 314 | | | | | $ | 330 | | | | | $ | 350 | | |
Company
($ in millions) |
| |
Enterprise Value
|
| |
Enterprise Value/
adjusted EBITDA 2019E |
| ||||||
S&P
|
| | | $ | 47,612 | | | | | | 13.8x | | |
Moody’s
|
| | | | 33,321 | | | | | | 14.0x | | |
IHS Markit
|
| | | | 26,394 | | | | | | 14.8x | | |
FactSet
|
| | | | 8,274 | | | | | | 15.5x | | |
Verisk
|
| | | | 21,282 | | | | | | 16.8x | | |
MSCI
|
| | | | 15,070 | | | | | | 17.0x | | |
Gartner
|
| | | | 13,970 | | | | | | 17.7x | | |
Information Services Median
|
| | | $ | 21,282 | | | | | | 15.5x | | |
Name
|
| |
Age
|
| |
Position
|
|
Jay Nadler
|
| |
54
|
| | Chief Executive Officer and Director | |
Richard Hanks
|
| |
54
|
| | Chief Financial Officer | |
Stephen Hartman
|
| |
49
|
| |
General Counsel and Global Head of Corporate Development
|
|
Jerre Stead
(2)(3)(4)
|
| |
75
|
| | Executive Chairman of the Board of Directors | |
Anthony Munk
|
| |
59
|
| | Director Nominee | |
Balakrishnan S. Iyer
(1)(4)
|
| |
62
|
| | Director Nominee | |
Charles E. Moran
(2)
|
| |
64
|
| | Director Nominee | |
Charles J. Neral
(1)(4)
|
| |
60
|
| | Director Nominee | |
Karen G. Mills
(1)(4)
|
| |
65
|
| | Director Nominee | |
Kosty Gilis
(2)(3)(4)
|
| |
45
|
| | Director | |
Matthew Scattarella
|
| |
37
|
| | Director Nominee | |
Martin Broughton
|
| |
71
|
| | Director Nominee | |
Michael Klein
|
| |
55
|
| | Director Nominee | |
Nicholas Macksey
(2)(3)
|
| |
39
|
| | Director Nominee | |
Amir Motamedi
(3)
|
| |
38
|
| | Director Nominee | |
Sheryl von Blucher
(2)(3)
|
| |
57
|
| | Director Nominee | |
Name
|
| |
Company
Shares |
| |
Company
Shares Underlying Options |
| |
Exercise
Price Per Share |
| |
Grant
Date |
| |
Expiration
Date |
| |||||||||||||||
Jay Nadler
|
| | | | 462,422 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 462,422 | | | | | | 6.56 | | | | | | 3/3/2017 | | | | | | 3/2/2027 | | |
| | | | | | | | | | | 2,758,282 | | | | | | 6.56 | | | | | | 3/3/2017 | | | | | | 3/2/2027 | | |
| | | | | | | | | | | 1,970,182 | | | | | | 10.34 | | | | | | 3/3/2017 | | | | | | 3/2/2027 | | |
| | | | | | | | | | | 1,970,182 | | | | | | 14.12 | | | | | | 3/3/2017 | | | | | | 3/2/2027 | | |
| | | | | | | | | | | 1,182,083 | | | | | | 17.91 | | | | | | 3/3/2017 | | | | | | 3/2/2027 | | |
Richard Hanks
|
| | | | 23,781 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 23,781 | | | | | | 6.56 | | | | | | 5/23/2017 | | | | | | 5/22/2027 | | |
| | | | | | | | | | | 369,937 | | | | | | 6.56 | | | | | | 3/3/2017 | | | | | | 3/2/2027 | | |
| | | | | | | | | | | 264,241 | | | | | | 10.34 | | | | | | 3/3/2017 | | | | | | 3/2/2027 | | |
| | | | | | | | | | | 264,241 | | | | | | 14.12 | | | | | | 3/3/2017 | | | | | | 3/2/2027 | | |
| | | | | | | | | | | 158,544 | | | | | | 17.91 | | | | | | 3/3/2017 | | | | | | 3/2/2027 | | |
Name
|
| |
Company
Shares |
| |
Company
Shares Underlying Options |
| |
Exercise
Price Per Share |
| |
Grant
Date |
| |
Expiration
Date |
| |||||||||||||||
Stephen Hartman
|
| | | | 132,120 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | 132,120 | | | | | | 6.56 | | | | | | 5/23/2017 | | | | | | 5/22/2027 | | |
| | | | | | | | | | | 84,425 | | | | | | 6.56 | | | | | | 3/3/2017 | | | | | | 3/2/2027 | | |
| | | | | | | | | | | 60,247 | | | | | | 10.34 | | | | | | 3/3/2017 | | | | | | 3/2/2027 | | |
| | | | | | | | | | | 60,247 | | | | | | 14.12 | | | | | | 3/3/2017 | | | | | | 3/2/2027 | | |
| | | | | | | | | | | 36,201 | | | | | | 17.91 | | | | | | 3/3/2017 | | | | | | 3/2/2027 | | |
| | | | | | | | | | | 84,425 | | | | | | 8.08 | | | | | | 11/13/2018 | | | | | | 11/13/2028 | | |
| | | | | | | | | | | 60,247 | | | | | | 12.63 | | | | | | 11/13/2018 | | | | | | 11/13/2028 | | |
| | | | | | | | | | | 60,247 | | | | | | 17.18 | | | | | | 11/13/2018 | | | | | | 11/13/2028 | | |
| | | | | | | | | | | 36,201 | | | | | | 21.73 | | | | | | 11/13/2018 | | | | | | 11/13/2028 | | |
Charles Neral
|
| | | | 26,424 | | | | | | | | | | | | | | | | | | | | | | | | | | |
All non-executive employees as a group
|
| | | | | | | | | | 14,483,458 | | | | |
|
(1)
|
| | | | | Various | | | | | | Various (2) | | |
Name
|
| |
Age
|
| |
Position
|
| |||
Jerre Stead
|
| | | | 75 | | | | Chief Executive Officer and Director | |
Michael Klein
|
| | | | 55 | | | | Chairman of the Board of Directors and Director | |
Sheryl von Blucher
|
| | | | 57 | | | | Chief Operations Officer and Director | |
Peter M. Phelan
|
| | | | 58 | | | | Chief Financial Officer | |
Balakrishnan S. Iyer
|
| | | | 62 | | | | Director | |
Karen G. Mills
|
| | | | 65 | | | | Director | |
Malcolm S. McDermid
|
| | | | 39 | | | | Director | |
Martin S. Broughton
|
| | | | 71 | | | | Director | |
| | | |
Science Group
|
| | |
Intellectual Property Group
|
| |||||||||
| Product Lines | | |
Web of Science
|
| |
Life Sciences
|
| | |
Derwent
|
| |
CompuMark
|
| |
MarkMonitor
|
|
| Notable Products | | |
Web of Science, InCites, Scholar One, EndNote, Kopernio, Publons
|
| |
Cortellis, Newport, MetaCore, Integrity
|
| | |
Derwent Innovation, Techstreet
|
| |
Trademark Screen, Trademark Search, Trademark Watch
|
| |
Domain Management, Brand Protection, Anti-Piracy, Anti-Fraud
|
|
Location
|
| |
Space Leased
|
| |
Lease Expiration
|
|
London, UK | | |
49,794 square feet
|
| |
December 2028
|
|
Philadelphia, Pennsylvania, USA | | |
123,853 square feet
|
| |
October 2029
|
|
Hyderabad, India | | |
54,064 square feet
|
| |
July 2023
|
|
Chennai, India | | |
47,522 square feet
|
| |
February 2020
|
|
Boston, Massachusetts, USA | | |
35,023 square feet
|
| |
October 2024
|
|
Barcelona, Spain | | |
33,387 square feet
|
| |
October 2023
|
|
Tokyo, Japan | | |
29,787 square feet
|
| |
May 2022
|
|
Antwerp, Belgium | | |
27,459 square feet
|
| |
December 2024
|
|
Meridian, Idaho, USA | | |
40,805 square feet
|
| |
February 2025
|
|
San Francisco, California, USA | | |
18,905 square feet
|
| |
October 2025
|
|
Beijing, China | | |
17,039 square feet
|
| |
August 2020
|
|
(in millions)
|
| |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||
Ordinary share issuance to the Company Owners
(1)
|
| | | $ | 2,175.0 | | | | | $ | 2,175.0 | | |
Ordinary share issuance to Churchill public shareholders
(1)
|
| | | | 690.0 | | | | | | 573.2 | | |
Ordinary share issuance to sponsor
(1)
|
| | | | 172.5 | | | | | | 172.5 | | |
Additional purchase of ordinary shares by certain founders
(1) (2)
|
| | | | 15.0 | | | | | | 15.0 | | |
Share Consideration – at Closing
|
| | | $ | 3,052.5 | | | | | $ | 2,935.7 | | |
| | |
Assuming No Redemptions
|
| |
Assuming Maximum
Redemptions |
| ||||||||||||||||||
| | |
(Shares)
|
| |
%
|
| |
(Shares)
|
| |
%
|
| ||||||||||||
Clarivate ordinary shares issued to the Company Owners
(1)
|
| | | | 217,500,000 | | | | | | | | | | | | 217,500,000 | | | | | | | | |
Total Company Owners ordinary shares
|
| | | | 217,500,000 | | | | | | 71 % | | | | | | 217,500,000 | | | | | | 74 % | | |
Shares held by current Churchill public shareholders
|
| | | | 69,000,000 | | | | | | | | | | | | 69,000,000 | | | | | | | | |
Less: public shares redeemed
(2)
|
| | | | — | | | | | | | | | | | | (11,679,363 ) | | | | | | | | |
Total Churchill shares
|
| | | | 69,000,000 | | | | | | 23 % | | | | | | 57,320,637 | | | | | | 20 % | | |
Sponsor shares
|
| | | | 17,250,000 | | | | | | | | | | | | 17,250,000 | | | | | | | | |
Plus: Shares purchased by certain founders immediately prior to Closing
|
| | | | 1,500,000 | | | | | | | | | | | | 1,500,000 | | | | | | | | |
Net sponsor and founder shares
|
| | | | 18,750,000 | | | | | | 6 % | | | | | | 18,750,000 | | | | | | 6 % | | |
Pro Forma Shares Outstanding
(3)
|
| | | | 305,250,000 | | | | |
|
100
%
|
| | | | | 293,570,637 | | | | |
|
100
%
|
| |
|
| | |
As of December 31, 2018
|
| |
Pro Forma
Adjustments (Assuming No Redemptions) |
| | | | | | | |
As of
December 31, 2018 |
| |
Additional
Pro Forma Adjustments (Assuming Maximum Redemptions) |
| | | | | | | |
As of
December 31, 2018 |
| |||||||||||||||||||||
| | |
Company
(Historical) |
| |
Churchill
(Historical) |
| |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| ||||||||||||||||||||||||||||||||||||
ASSETS | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 25,575 | | | | | $ | 3,528 | | | | | $ | 694,575 | | | | |
|
(A
)
|
| | | | $ | 23,796 | | | | | $ | (117,568 ) | | | | |
|
(O
)
|
| | | | $ | 23,728 | | |
| | | | | | | | | | | | | | | | | (20,150 ) | | | | |
|
(B
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (16,750 ) | | | | |
|
(C
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (27,580 ) | | | | |
|
(D
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 15,000 | | | | |
|
(E
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (649,500 ) | | | | |
|
(F
)
|
| | | | | | | | | | | 117,500 | | | | |
|
(P
)
|
| | | | | | | |
| | | | | | | | | | | | | | | | | (902 ) | | | | |
|
(G
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Restricted cash
|
| | | | 9 | | | | | | — | | | | | | — | | | | | | | | | | | | 9 | | | | | | — | | | | | | | | | | | | 9 | | |
Accounts receivable, net of allowance for doubtful accounts
|
| | | | 331,295 | | | | | | — | | | | | | — | | | | | | | | | | | | 331,295 | | | | | | — | | | | | | | | | | | | 331,295 | | |
Prepaid expenses
|
| | | | 31,021 | | | | | | — | | | | | | 317 | | | | |
|
(H
)
|
| | | | | 31,338 | | | | | | — | | | | | | | | | | | | 31,338 | | |
Prepaid expenses and other current assets
|
| | | | — | | | | | | 335 | | | | | | (335 ) | | | | |
|
(H
)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Other current assets
|
| | | | 20,712 | | | | | | — | | | | | | 18 | | | | |
|
(H
)
|
| | | | | 20,730 | | | | | | — | | | | | | | | | | | | 20,730 | | |
Total Current Assets
|
| | | | 408,612 | | | | | | 3,863 | | | | | | (5,307 ) | | | | | | | | | | | | 407,168 | | | | | | (68 ) | | | | | | | | | | | | 407,100 | | |
Marketable securities held in Trust Account
|
| | | | — | | | | | | 694,575 | | | | | | (694,575 ) | | | | |
|
(A
)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Computer hardware and other property, net
|
| | | | 20,641 | | | | | | — | | | | | | — | | | | | | | | | | | | 20,641 | | | | | | — | | | | | | | | | | | | 20,641 | | |
Identifiable intangible assets, net
|
| | | | 1,958,520 | | | | | | — | | | | | | — | | | | | | | | | | | | 1,958,520 | | | | | | — | | | | | | | | | | | | 1,958,520 | | |
Goodwill
|
| | | | 1,282,919 | | | | | | — | | | | | | — | | | | | | | | | | | | 1,282,919 | | | | | | — | | | | | | | | | | | | 1,282,919 | | |
Other non-current assets
|
| | | | 26,556 | | | | | | — | | | | | | — | | | | | | | | | | | | 26,556 | | | | | | — | | | | | | | | | | | | 26,556 | | |
Deferred income taxes
|
| | | | 12,426 | | | | | | — | | | | | | — | | | | | | | | | | | | 12,426 | | | | | | — | | | | | | | | | | | | 12,426 | | |
Total Assets
|
| | | $ | 3,709,674 | | | | | $ | 698,438 | | | | | $ | (699,882 ) | | | | | | | | | | | $ | 3,708,230 | | | | | $ | (68 ) | | | | | | | | | | | $ | 3,708,162 | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | ||||||||||||||||||||||||||||||||||||||||
Current liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable
|
| | | $ | 38,418 | | | | | $ | — | | | | | $ | (364 ) | | | | |
|
(D
)
|
| | | | $ | 38,057 | | | | | $ | — | | | | | | | | | | | $ | 38,057 | | |
| | | | | | | | | | | | | | | | | 3 | | | | |
|
(H
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | | — | | | | | | 1,936 | | | | | | (1,798 ) | | | | |
|
(C
)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | (107 ) | | | | |
|
(G
)
|
| | | | | | ||||||||||||||||||||
| | | | | | | | | | | | | | | | | (31 ) | | | | |
|
(H
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Accrued expenses and other current liabilities
|
| | | | 153,849 | | | | | | — | | | | | | 28 | | | | |
|
(H
)
|
| | | | | 153,890 | | | | | | — | | | | | | | | | | | | 153,890 | | |
| | | | | | | | | | | | | | | | | 13 | | | | |
|
(H
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Current portion of deferred revenues
|
| | | | 391,102 | | | | | | — | | | | | | — | | | | | | | | | | | | 391,102 | | | | | | — | | | | | | | | | | | | 391,102 | | |
Short-term debt, including current portion of long-term debt
|
| | | | 60,345 | | | | | | — | | | | | | — | | | | | | | | | | | | 60,345 | | | | | | — | | | | | | | | | | | | 60,345 | | |
Deferred tax liability
|
| | | | — | | | | | | 13 | | | | | | (13 ) | | | | |
|
(H
)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Income taxes payable
|
| | | | — | | | | | | 795 | | | | | | (795 ) | | | | |
|
(G
)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Total Current Liabilities
|
| | | | 643,714 | | | | | | 2,744 | | | | | | (3,064 ) | | | | | | | | | | | | 643,394 | | | | | | — | | | | | | | | | | | | 643,394 | | |
Long-term debt
|
| | | | 1,930,177 | | | | | | — | | | | | | (649,500 ) | | | | |
|
(F
)
|
| | | | | 1,291,780 | | | | | | 117,500 | | | | |
|
(P
)
|
| | | | | 1,407,271 | | |
| | | | | | | | | | | | | | | | | 11,103 | | | | |
|
(F
)
|
| | | | | | | | | | | (2,009 ) | | | | |
|
(Q
)
|
| | | | | | | |
Non-current portion of deferred revenues
|
| | | | 17,112 | | | | | | — | | | | | | — | | | | | | | | | | | | 17,112 | | | | | | — | | | | | | | | | | | | 17,112 | | |
Deferred underwriting fee payable
|
| | | | — | | | | | | 24,150 | | | | | | (24,150 ) | | | | |
|
(B
)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Other non-current liabilities
|
| | | | 24,838 | | | | | | — | | | | | | 5,000 | | | | |
|
(C
)
|
| | | | | 29,838 | | | | | | — | | | | | | | | | | | | 29,838 | | |
Tax receivable liability
|
| | | | — | | | | | | — | | | | | | 259,787 | | | | |
|
(N
)
|
| | | | | 259,787 | | | | | | — | | | | | | | | | | | | 259,787 | | |
Deferred income taxes
|
| | | | 43,226 | | | | | | — | | | | | | — | | | | | | | | | | | | 43,226 | | | | | | — | | | | | | | | | | | | 43,226 | | |
Total Liabilities
|
| | | | 2,659,067 | | | | | | 26,894 | | | | | | (400,824 ) | | | | | | | | | | | | 2,285,137 | | | | | | 115,491 | | | | | | | | | | | | 2,400,628 | | |
|
| | |
As of December 31, 2018
|
| |
Pro Forma
Adjustments (Assuming No Redemptions) |
| | | | | | | |
As of
December 31, 2018 |
| |
Additional
Pro Forma Adjustments (Assuming Maximum Redemptions) |
| | | | | | | |
As of
December 31, 2018 |
| |||||||||||||||||||||
| | |
Company
(Historical) |
| |
Churchill
(Historical) |
| |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| ||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Common stock subject to possible
redemption |
| | | | — | | | | | | 666,543 | | | | | | (666,543 ) | | | | |
|
(I
)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Shareholders’ Equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ordinary shares in Clarivate
|
| | | | — | | | | | | — | | | | | | 15,000 | | | | |
|
(E
)
|
| | | | | 2,088,315 | | | | | | (117,568 ) | | | | |
|
(O
)
|
| | | | | 1,970,747 | | |
| | | | | | | | | | | | | | | | | 666,543 | | | | |
|
(I
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 2 | | | | |
|
(J
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 16 | | | | |
|
(K
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (259,787 ) | | | | |
|
(N
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 1,677,494 | | | | |
|
(L
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 7,757 | | | | |
|
(L
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (18,710 ) | | | | |
|
(M
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Preferred stock
|
| | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Class A common stock – Churchill
|
| | | | — | | | | | | 0 | | | | | | 0 | | | | |
|
(J
)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Class B common stock – Churchill
|
| | | | — | | | | | | 2 | | | | | | (2 ) | | | | |
|
(J
)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Share capital
|
| | | | 16 | | | | | | — | | | | | | (16 ) | | | | |
|
(K
)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Additional paid-in capital
|
| | | | 1,677,494 | | | | | | 3,757 | | | | | | (1,677,494 ) | | | | |
|
(L
)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | (7,757 ) | | | | |
|
(L
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | 4,000 | | | | |
|
(B
)
|
| | | | | | ||||||||||||||||||||
Accumulated other comprehensive
income/(loss) |
| | | | 5,358 | | | | | | — | | | | | | — | | | | | | | | | | | | 5,358 | | | | | | — | | | | | | | | | | | | 5,358 | | |
Accumulated deficit
|
| | | | (632,261 ) | | | | | | — | | | | | | (27,216 ) | | | | |
|
(D
)
|
| | | | | (670,580 ) | | | | | | — | | | | | | | | | | | | (668,571 ) | | |
| | | | | | | | | | | | | | | | | (11,103 ) | | | | |
|
(F
)
|
| | | | | | | | | | | 2,009 | | | | |
|
(Q
)
|
| | | | | | | |
Retained earnings
|
| | | | — | | | | | | 1,242 | | | | | | (19,952 ) | | | | |
|
(C
)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
| | | | | | | | | | | | | | | | | 18,710 | | | | |
|
(M
)
|
| | | | | | | | | | | | | | | | | | | | | | | | | |
Total Shareholders’ Equity
|
| | | | 1,050,607 | | | | | | 5,000 | | | | | | 367,485 | | | | | | | | | | | | 1,423,093 | | | | | | (115,559 ) | | | | | | | | | | | | 1,307,534 | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
| | | $ | 3,709,674 | | | | | $ | 698,438 | | | | | $ | (669,882 ) | | | | | | | | | | | $ | 3,708,230 | | | | | $ | (68 ) | | | | | | | | | | | $ | 3,708,162 | | |
|
| | |
Twelve
Months Ended December 31, 2018 |
| |
For the
Period from June 20, 2018 (inception) thru December 31, 2018 |
| |
Pro Forma
Adjustments (Assuming No Redemptions) |
| | | | | | | |
Twelve
Months Ended December 31, 2018 |
| |
Additional
Pro Forma Adjustments (Assuming Maximum Redemptions) |
| | | | | | | |
Twelve
Months Ended December 31, 2018 |
| ||||||||||||||||||
| | |
Company
(Historical) |
| |
Churchill
(Historical) |
| |
Pro Forma
Combined (Assuming No Redemptions) |
| |
Pro Forma
Combined (Assuming Maximum Redemptions) |
| ||||||||||||||||||||||||||||||||||||
Revenues, net
|
| | | $ | 968,468 | | | | | $ | — | | | | | $ | — | | | | | | | | | | | $ | 968,468 | | | | | $ | — | | | | | | | | | | | $ | 968,468 | | |
Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cost of revenues, excluding depreciation and amortization
|
| | | | 396,499 | | | | | | — | | | | | | — | | | | | | | | | | | | 396,499 | | | | | | — | | | | | | | | | | | | 396,499 | | |
Operating costs
|
| | | | — | | | | | | 2,525 | | | | | | (2,525 ) | | | | |
|
(AA
)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Selling, general and administrative costs, excluding depreciation and
amortization |
| | | | 369,377 | | | | | | — | | | | | | | | | | | | | | | | | | 369,377 | | | | | | — | | | | | | | | | | | | 369,377 | | |
Share-based compensation expense
|
| | | | 13,715 | | | | | | — | | | | | | — | | | | | | | | | | | | 13,715 | | | | | | — | | | | | | | | | | | | 13,715 | | |
Depreciation
|
| | | | 9,422 | | | | | | — | | | | | | — | | | | | | | | | | | | 9,422 | | | | | | — | | | | | | | | | | | | 9,422 | | |
Amortization
|
| | | | 227,803 | | | | | | — | | | | | | — | | | | | | | | | | | | 227,803 | | | | | | — | | | | | | | | | | | | 227,803 | | |
Transaction expenses
|
| | | | 2,457 | | | | | | — | | | | | | (364 ) | | | | |
|
(BB
)
|
| | | | | 2,093 | | | | | | — | | | | | | | | | | | | 2,093 | | |
Transition, integration and other
|
| | | | 61,282 | | | | | | — | | | | | | — | | | | | | | | | | | | 61,282 | | | | | | — | | | | | | | | | | | | 61,282 | | |
Other operating expense (income)
|
| | | | (6,379 ) | | | | | | — | | | | | | — | | | | | | | | | | | | (6,379 ) | | | | | | — | | | | | | | | | | | | (6,379 ) | | |
Total operating expenses
|
| | | | 1,074,176 | | | | | | 2,525 | | | | | | (2,889 ) | | | | | | | | | | | | 1,073,812 | | | | | | — | | | | | | | | | | | | 1,073,812 | | |
Loss from operations
|
| | | | (105,708 ) | | | | | | (2,525 ) | | | | | | 2,889 | | | | | | | | | | | | (105,344 ) | | | | | | — | | | | | | | | | | | | (105,344 ) | | |
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest income
|
| | | | — | | | | | | 4,513 | | | | | | (4,513 ) | | | | |
|
(AA
)
|
| | | | | — | | | | | | | | | | | | | | | | | | — | | |
Interest expense, net
|
| | | | (130,805 ) | | | | | | — | | | | | | 37,172 | | | | |
|
(CC
)
|
| | | | | (93,633 ) | | | | | | (6,756 ) | | | | |
|
(DD
)
|
| | | | | (100,389 ) | | |
Unrealized gain on marketable securities held in Trust Account
|
| | | | — | | | | | | 62 | | | | | | (62 ) | | | | |
|
(AA
)
|
| | | | | — | | | | | | — | | | | | | | | | | | | — | | |
Other income, net
|
| | | | (130,805 ) | | | | | | 4,575 | | | | | | 32,597 | | | | | | | | | | | | (93,633 ) | | | | | | (6,756 ) | | | | | | | | | | | | (100,389 ) | | |
Income/(loss) before income tax
|
| | | | (236,513 ) | | | | | | 2,050 | | | | | | 35,486 | | | | | | | | | | | | (198,977 ) | | | | | | (6,756 ) | | | | | | | | | | | | (205,733 ) | | |
Benefit (provision) for income tax
(1)
|
| | | | (5,649 ) | | | | | | (808 ) | | | | | | 808 | | | | |
|
(AA
)
|
| | | | | (5,649 ) | | | | | | | | | | | | | | | | | | (5,649 ) | | |
Net income (loss)
|
| | | $ | (242,162 ) | | | | | $ | 1,242 | | | | | $ | 36,294 | | | | | | | | | | | $ | (204,626 ) | | | | | $ | (6,756 ) | | | | | | | | | | | $ | (211,382 ) | | |
Per share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net loss per common
share |
| | | $ | (147.14 ) | | | | | $ | (0.13 ) | | | | | | | | | | | | | | | | | $ | (0.67 ) | | | | | | | | | | | | | | | | | $ | (0.72 ) | | |
Weighted average shares outstanding, basic and diluted
|
| | | | 1,645,818 | | | | | | 17,706,822 | | | | | | | | | | | | | | | | | | 305,250,000 | | | | | | | | | | | | | | | | | | 293,570,637 | | |
(Net loss presented in thousands of dollars)
|
| |
Assuming No
Redemptions |
| |
Assuming
Maximum Redemptions |
| ||||||
Pro Forma Basic and Diluted Loss Per Share
|
| |
Twelve Months
Ended December 31, 2018 |
| |
Twelve Months
Ended December 31, 2018 |
| ||||||
Pro Forma net loss attributable to shareholders
|
| | | $ | (204,626 ) | | | | | $ | (211,382 ) | | |
Weighted average ordinary shares outstanding, basic and diluted
|
| | | | 305,250,000 | | | | | | 293,570,637 | | |
Basic and diluted net loss per ordinary share
|
| | | $ | (0.67 ) | | | | | $ | (0.72 ) | | |
Pro Forma Weighted Average Shares – Basic and Diluted
|
| | | ||||||||||
Clarivate ordinary shares issued to the Company Owners
|
| | | | 217,500,000 | | | | | | 217,500,000 | | |
Total Clarivate ordinary shares issued to the sponsor and the founders
|
| | | | 18,750,000 | | | | | | 18,750,000 | | |
Clarivate ordinary shares issued to current Churchill public shareholders
|
| | | | 69,000,000 | | | | | | 57,320,637 | | |
Pro Forma Weighted Average Ordinary Shares – Basic and Diluted
|
| | | | 305,250,000 | | | | | | 293,570,637 | | |
| | |
Period from
June 20, 2018 (inception) through December 31, 2018 |
| |||
Income Statement Data: | | | |||||
Revenues
|
| | | $ | 0 | | |
Loss from operations
|
| | | | (2,525,364 ) | | |
Interest income
|
| | | | 4,512,532 | | |
Net income
|
| | | | 1,241,506 | | |
Basic and diluted net loss per share
(1)
|
| | | | (0.13 ) | | |
Weighted average shares outstanding excluding shares subject to possible redemption – basic and diluted
|
| | | | 17,706,822 | | |
| | |
As of
December 31, 2018 |
| |||
Balance Sheet Data: | | | |||||
Working capital
|
| | | $ | 2,020,292 | | |
Trust account, restricted
|
| | | | 694,574,904 | | |
Total assets
|
| | | | 698,437,748 | | |
Total liabilities
|
| | | | 26,894,387 | | |
Value of common stock which may be redeemed for cash ($10.00 per share)
|
| | | | 666,543,359 | | |
Stockholders’ equity
|
| | | | 5,000,002 | | |
| | |
Year Ended December 31
|
| |||||||||
($ in millions)
|
| |
2018
|
| |
2017
|
| ||||||
Revenues, net
|
| | | $ | 968.5 | | | | | $ | 917.6 | | |
Operating costs and expenses: | | | | ||||||||||
Cost of revenues, excluding depreciation and amortization
|
| | | | (396.5 ) | | | | | | (394.2 ) | | |
Selling, general and administrative costs, excluding depreciation and amortization
|
| | | | (369.4 ) | | | | | | (343.1 ) | | |
Share-based compensation expense
|
| | | | (13.7 ) | | | | | | (17.7 ) | | |
Depreciation .
|
| | | | (9.4 ) | | | | | | (7.0 ) | | |
Amortization
|
| | | | (227.8 ) | | | | | | (221.5 ) | | |
Transaction expenses
|
| | | | (2.5 ) | | | | | | (2.2 ) | | |
Transition, integration and other
|
| | | | (61.3 ) | | | | | | (78.7 ) | | |
Other operating income (expense), net
|
| | | | 6.4 | | | | | | (0.2 ) | | |
Total operating expenses
|
| | | | (1,074.2 ) | | | | | | (1,064.6 ) | | |
Loss from operations
|
| | | | (105.7 ) | | | | | | (147.0 ) | | |
Interest expense, net
|
| | | | (130.8 ) | | | | | | (138.2 ) | | |
Loss before income tax
|
| | | | (236.5 ) | | | | | | (285.2 ) | | |
Benefit (provision) for income taxes
|
| | | | (5.7 ) | | | | | | 21.3 | | |
Net loss
|
| | | $ | (242.2 ) | | | | | $ | (263.9 ) | | |
Other comprehensive income (loss): | | | | ||||||||||
Interest rate swaps, net of $0 tax in all periods
|
| | | | 2.5 | | | | | | 1.1 | | |
Defined benefit pension plans, net of tax (benefit) of $(0.1) and $0.4, respectively
|
| | | | (0.0 ) | | | | | | 0.9 | | |
Foreign currency translation adjustments
|
| | | | (11.1 ) | | | | | | 15.5 | | |
Total other comprehensive income (loss):
|
| | | | (8.6 ) | | | | | | 17.4 | | |
Comprehensive loss
|
| | | $ | (250.8 ) | | | | | $ | (246.5 ) | | |
Per share: | | | | | | | | | | | | | |
Basic
|
| | | $ | (147.14 ) | | | | | $ | (160.83 ) | | |
Diluted
|
| | | $ | (147.14 ) | | | | | $ | (160.83 ) | | |
Statements of Cash Flow Data: | | | | ||||||||||
Net cash provided by (used in): | | | | ||||||||||
Operating activities
|
| | | $ | (26.1 ) | | | | | $ | 6.7 | | |
Investing activities
|
| | | | 11.9 | | | | | | (40.2 ) | | |
Financing activities
|
| | | | (32.6 ) | | | | | | 22.8 | | |
| | |
As of December 31
|
| |||||||||
($ in millions)
|
| |
2018
|
| |
2017
|
| ||||||
Total cash and cash equivalents, and restricted cash, end of period
|
| | | $ | 25.6 | | | | | $ | 77.5 | | |
Total assets
|
| | | | 3,709.7 | | | | | | 4,005.1 | | |
Long-term debt
|
| | | | 1,930.2 | | | | | | 1,967.7 | | |
| | |
December 31,
|
| |
Variance
|
| ||||||||||||||||||
(in millions, except percentages)
|
| |
2018
|
| |
2017
|
| |
$
|
| |
%
|
| ||||||||||||
Annualized Contract Value
|
| | | $ | 764.4 | | | | | $ | 737.5 | | | | | $ | 26.9 | | | | | | 4 % | | |
| | |
Years Ended December 31,
|
| |
Variance
|
| ||||||||||||||||||
(in millions, except percentages)
|
| |
2018
|
| |
2017
|
| |
$
|
| |
%
|
| ||||||||||||
Revenues, net
|
| | | $ | 968.5 | | | | | $ | 917.6 | | | | | $ | 50.9 | | | | | | 6 % | | |
Cost of revenues, excluding depreciation and amortization
|
| | | | (396.5 ) | | | | | | (394.2 ) | | | | | | (2.3 ) | | | | | | 1 % | | |
Selling, general and administrative, excluding depreciation and amortization
|
| | | | (369.4 ) | | | | | | (343.1 ) | | | | | | (26.3 ) | | | | | | 8 % | | |
Share-based compensation
|
| | | | (13.7 ) | | | | | | (17.7 ) | | | | | | 4.0 | | | | | | (23 )% | | |
Depreciation
|
| | | | (9.4 ) | | | | | | (7.0 ) | | | | | | (2.4 ) | | | | | | 34 % | | |
Amortization
|
| | | | (227.8 ) | | | | | | (221.5 ) | | | | | | (6.3 ) | | | | | | 3 % | | |
Transaction expenses
|
| | | | (2.5 ) | | | | | | (2.2 ) | | | | | | (0.3 ) | | | | | | 14 % | | |
Transition, integration and other related
expenses |
| | | | (61.3 ) | | | | | | (78.7 ) | | | | | | 17.4 | | | | | | (22 )% | | |
Other operating income (expense), net
|
| | | | 6.4 | | | | | | (0.2 ) | | | | | | 6.6 | | | | | | (3,300 )% | | |
Total operating expenses
|
| | | | (1,074.2 ) | | | | | | (1,064.6 ) | | | | | | (9.6 ) | | | | | | 1 % | | |
Loss from operations
|
| | | | (105.7 ) | | | | | | (147.0 ) | | | | | | 41.3 | | | | | | (28 )% | | |
Interest expense, net
|
| | | | (130.8 ) | | | | | | (138.2 ) | | | | | | 7.4 | | | | | | (5 )% | | |
Loss before income tax
|
| | | | (236.5 ) | | | | | | (285.2 ) | | | | | | 48.7 | | | | | | (17 )% | | |
Benefit (provision) for income taxes
|
| | | | (5.7 ) | | | | | | 21.3 | | | | | | (26.9 ) | | | | | | (126 )% | | |
Net Loss
|
| | | $ | (242.2 ) | | | | | $ | (263.9 ) | | | | | $ | 21.8 | | | | | | (8 )% | | |
|
| | |
Variance 2018 vs. 2017
|
| |||||||||
(in millions, except percentages)
|
| |
$
|
| |
%
|
| ||||||
Revenues change driver | | | | ||||||||||
Decrease in deferred revenues adjustment
|
| | | $ | 46.5 | | | | | | 5 % | | |
Decrease in consolidated IPM Product Line revenues
|
| | | | (11.4 ) | | | | | | (1 )% | | |
Foreign currency translation
|
| | | | 6.0 | | | | | | 1 % | | |
Revenues increase from ongoing business
|
| | | | 9.8 | | | | | | 1 % | | |
Revenues, net (total change)
|
| | | $ | 50.9 | | | | | | 6 % | | |
|
| | |
Years Ended December 31,
|
| |
Variance
|
| ||||||||||||||||||||||||||||||
(in millions, except percentages)
|
| |
2018
|
| |
2017
|
| |
$
|
| |
%
|
| ||||||||||||||||||||||||
Subscription Revenues
|
| | | $ | 790.9 | | | | | | 82 % | | | | | $ | 736.0 | | | | | | 80 % | | | | | $ | 54.9 | | | | | | 8 % | | |
Transactional Revenues
|
| | | | 177.6 | | | | | | 18 % | | | | | | 181.6 | | | | | | 20 % | | | | | | (4.0 ) | | | | | | (2 %) | | |
Revenues, net
|
| | | $ | 968.5 | | | | | | 100 % | | | | | $ | 917.6 | | | | | | 100 % | | | | | $ | 50.9 | | | | | | 6 % | | |
|
| | |
Years Ended December 31,
|
| |
Variance
|
| ||||||||||||||||||
(in millions, except percentages)
|
| |
2018
|
| |
2017
|
| |
$
|
| |
%
|
| ||||||||||||
Revenues by Geography | | | | | | ||||||||||||||||||||
North America
|
| | | $ | 430.7 | | | | | $ | 429.2 | | | | | $ | 1.5 | | | | | | — % | | |
Europe
|
| | | | 241.9 | | | | | | 239.3 | | | | | | 2.6 | | | | | | 1 % | | |
APAC
|
| | | | 209.1 | | | | | | 200.0 | | | | | | 9.1 | | | | | | 5 % | | |
Emerging Markets
|
| | | | 69.5 | | | | | | 66.9 | | | | | | 2.6 | | | | | | 4 % | | |
Impact of deferred revenues adjustment
(1)
|
| | | | (3.2 ) | | | | | | (49.7 ) | | | | | | 46.5 | | | | | | (94 )% | | |
IPM Product Line
(2)
|
| | | | 20.5 | | | | | | 31.9 | | | | | | (11.4 ) | | | | | | (36 )% | | |
Total Revenues, net
|
| | | $ | 968.5 | | | | | $ | 917.6 | | | | | $ | 50.9 | | | | | | 6 % | | |
|
| | |
Years Ended December 31,
|
| |
Variance
|
| ||||||||||||||||||
(in millions, except percentages)
|
| |
2018
|
| |
2017
|
| |
$
|
| |
%
|
| ||||||||||||
Science Group
|
| | | $ | 531.2 | | | | | $ | 522.2 | | | | | $ | 9.0 | | | | | | 2 % | | |
Intellectual Property Group
|
| | | | 420.0 | | | | | | 413.2 | | | | | | 6.8 | | | | | | 2 % | | |
IPM Product Line
(1)
|
| | | | 20.5 | | | | | | 31.9 | | | | | | (11.4 ) | | | | | | (36 )% | | |
Deferred revenues adjustment
(2)
|
| | | | (3.2 ) | | | | | | (49.7 ) | | | | | | 46.5 | | | | | | (94 )% | | |
Total Revenues, net
|
| | | $ | 968.5 | | | | | $ | 917.6 | | | | | $ | 50.9 | | | | | | 6 % | | |
|
| | |
Years Ended December 31,
|
| |
Variance
|
| ||||||||||||||||||
(in millions, except percentages)
|
| |
2018
|
| |
2017
|
| |
$
|
| |
%
|
| ||||||||||||
Revenues, net
|
| | | $ | 968.5 | | | | | $ | 917.6 | | | | | $ | 50.9 | | | | | | 6 % | | |
Deferred revenues purchase accounting adjustment
|
| | | | 3.2 | | | | | | 49.7 | | | | | | (46.5 ) | | | | | | (94 )% | | |
Revenues attributable to IPM Product Line
|
| | | | (20.5 ) | | | | | | (31.9 ) | | | | | | 11.4 | | | | | | (36 )% | | |
Adjusted Revenues
|
| | | $ | 951.2 | | | | | $ | 935.4 | | | | | $ | 15.8 | | | | | | 2 % | | |
|
| | |
Years Ended December 31,
|
| |||||||||
(in millions)
|
| |
2018
|
| |
2017
|
| ||||||
Net loss
|
| | | $ | (242.2 ) | | | | | $ | (263.9 ) | | |
(Benefit) provision for income taxes
|
| | | | 5.7 | | | | | | (21.3 ) | | |
Depreciation and amortization
|
| | | | 237.2 | | | | | | 228.5 | | |
Interest, net
|
| | | | 130.8 | | | | | | 138.2 | | |
Transition Services Agreement costs
(1)
|
| | | | 55.8 | | | | | | 89.9 | | |
Transition, transformation and integration expense
(2)
|
| | | | 69.2 | | | | | | 86.8 | | |
Deferred revenues adjustment
(3)
|
| | | | 3.2 | | | | | | 49.7 | | |
Transaction related costs
(4)
|
| | | | 2.5 | | | | | | 2.2 | | |
Share-based compensation expense
|
| | | | 13.7 | | | | | | 17.7 | | |
Gain on sale of IPM Product Line
|
| | | | (36.1 ) | | | | | | — | | |
Tax indemnity asset
(5)
|
| | | | 33.8 | | | | | | — | | |
IPM adjusted operating margin
(6)
|
| | | | (5.9 ) | | | | | | (6.8 ) | | |
Other (7) | | | | | 5.1 | | | | | | (1.3 ) | | |
Adjusted EBITDA
|
| | | | 272.8 | | | | | | 319.7 | | |
|
| | |
Years Ended December 31,
|
| |||||||||
(in millions)
|
| |
2018
|
| |
2017
|
| ||||||
Net cash provided by (used in) operating activities
|
| | | $ | (26.1 ) | | | | | $ | 6.7 | | |
Net cash provided by (used in) investing activities
|
| | | | 11.9 | | | | | | (40.2 ) | | |
Net cash provided by (used in) financing activities
|
| | | | (32.6 ) | | | | | | 22.8 | | |
Effect of exchange rates
|
| | | | (5.2 ) | | | | | | 3.2 | | |
Decrease in cash and cash equivalents
|
| | | | (52.0 ) | | | | | | (7.5 ) | | |
Cash and cash equivalents beginning of the year
|
| | | | 77.5 | | | | | | 85.0 | | |
Cash and cash equivalents end of the year
|
| | | $ | 25.6 | | | | | $ | 77.5 | | |
|
| | |
For the Years Ended December 31
|
| |||||||||
($ in millions)
|
| |
2018
|
| |
2017
|
| ||||||
Adjusted EBITDA
|
| | | $ | 272.8 | | | | | $ | 319.7 | | |
Cost savings
(i)
|
| | | | 12.7 | | | | | | 9.7 | | |
Excess standalone costs
(ii)
|
| | | | 25.4 | | | | | | (24.6 ) | | |
Standalone Adjusted EBITDA
|
| | | $ | 310.9 | | | | | $ | 304.8 | | |
|
| | |
For the Years Ended December 31
|
| |||||||||
($ in millions)
|
| |
2018
|
| |
2017
|
| ||||||
Actual standalone company infrastructure costs
|
| | | $ | 153.6 | | | | | $ | 97.1 | | |
Steady state standalone cost estimate
|
| | | | (128.2 ) | | | | | | (121.7 ) | | |
Excess standalone costs
|
| | | $ | 25.4 | | | | | $ | (24.6 ) | | |
|
| | | | | | | | |
Payments Due by Period
|
| |||||||||||||||||||||
(in millions)
|
| |
Total
|
| |
Less than 1 Year
|
| |
1 to 3 Years
|
| |
3 to 5 Years
|
| |
More Than
5 Years |
| |||||||||||||||
Long-term debt, including interest
(1)
|
| | | $ | 2,708.8 | | | | | $ | 202.4 | | | | | $ | 293.1 | | | | | $ | 1,673.9 | | | | | $ | 539.4 | | |
Operating Leases
(2)
|
| | | | 129.6 | | | | | | 22.1 | | | | | | 36.8 | | | | | | 30.3 | | | | | | 40.4 | | |
Purchase Obligations
(3)
|
| | | | 57.2 | | | | | | 24.7 | | | | | | 32.5 | | | | | | — | | | | | | — | | |
Transition Services Agreement
(4)
|
| | | | 9.6 | | | | | | 9.6 | | | | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | $ | 2,905.2 | | | | | $ | 258.8 | | | | | $ | 362.4 | | | | | $ | 1,704.2 | | | | | $ | 579.8 | | |
|
|
Customer relationships
|
| |
2 – 14 years
|
|
|
Databases and content
|
| |
13 – 20 years
|
|
|
Other
|
| |
N/A
|
|
|
Trade names
|
| |
Indefinite
|
|
Name of Beneficial Owner
|
| |
Pre-Transactions
(2)
|
| |
Post-Transactions
(3)
|
| ||||||||||||||||||
| | |
Amount and
Nature of Beneficial Ownership |
| |
Approximate
Percentage of Outstanding Shares of Common Stock |
| |
Amount and
Nature of Beneficial Ownership |
| |
Approximate
Percentage of Outstanding Ordinary Shares |
| ||||||||||||
Churchill Directors and Executive Officers Pre-Transactions:
(1)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Michael Klein
(4)
|
| | | | 17,250,000 (6 ) | | | | | | 20.0 % | | | | | | — | | | | | | — | | |
Jerre Stead
(4)(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balakrishnan S. Iyer
(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Karen G. Mills
(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Malcolm S. McDermid
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Martin S. Broughton
(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Peter M. Phelan
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sheryl von Blucher
(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All directors and executive officers prior to the Transactions as a group (eight individuals)
|
| | | | 17,250,000 | | | | | | 20.0 % | | | | | | — | | | | | | — | | |
Churchill Five Percent Holders: | | | | | | | | | | | | | | | | | | | | | | | | | |
Churchill Sponsor LLC
(4)
|
| | | | 17,250,000 (6) | | | | | | 20.0 % | | | | | | — | | | | | | — | | |
FMR LLC
(7)
|
| | | | 8,620,300 | | | | | | 10.0 % | | | | | | — | | | | | | — | | |
Magnetar Financial LLC
(8)
|
| | | | 5,500,000 | | | | | | 6.4 % | | | | | | — | | | | | | — | | |
Luxor Capital Group
(9)
|
| | | | 3,844,003 | | | | | | 4.5 % (10) | | | | | | — | | | | | | — | | |
Brahman Capital Corp.
(11)
|
| | | | 3,632,210 | | | | | | 4.2 % (12) | | | | | | — | | | | | | — | | |
Clarivate Directors and Executive Officers Post-Transactions:
(13)
|
| | | | | | | | | | | | | | | | | | | | | | | | |
Michael Klein
(4)
|
| | | | — | | | | | | — | | | | | | 17,250,000 | | | | | | 5.7 % | | |
Jerre Stead
(4)(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Jay Nadler
(14)
|
| | | | — | | | | | | — | | | | | | 3,799,682 | | | | | | 1.2 % | | |
Richard Hanks
(15)
|
| | | | — | | | | | | — | | | | | | * | | | | | | * | | |
Stephen Hartman
(16)
|
| | | | — | | | | | | — | | | | | | * | | | | | | * | | |
Anthony Munk
(17)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Balakrishnan S. Iyer
(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Charles E. Moran
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Charles J. Neral
(18)
|
| | | | — | | | | | | — | | | | | | * | | | | | | * | | |
Karen G. Mills
(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Kosty Gilis
(19)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Martin Broughton
(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Matthew Scattarella
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Nicholas Macksey
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Amir Motamedi
(20)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Sheryl von Blucher
(5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
All directors and executive officers post-Transactions as a group (16 individuals)
|
| | | | — | | | | | | — | | | | | | 21,813,601 | | | | | | 7.2 % | | |
Clarivate Five Percent Holders: | | | | | | ||||||||||||||||||||
Onex
(21)
|
| | | | — | | | | | | — | | | | | | 155,532,391 | | | | | | 51.2 % | | |
Baring
(22)
|
| | | | — | | | | | | — | | | | | | 60,484,819 | | | | | | 19.9 % | | |
Churchill Sponsor
(4)
|
| | | | — | | | | | | — | | | | | | 17,250,000 (23) | | | | | | 5.7 % | | |
| | |
Founder Shares
|
| |
Private Placement
Warrants |
| ||||||
Jerre Stead
|
| | | | 3,540,963 | | | | | | 6,965,000 | | |
Sheryl von Blucher
|
| | | | 3,282,684 | | | | | | 274,000 | | |
Balakrishnan S. Iyer
|
| | | | 258,279 | | | | | | 274,000 | | |
Karen G. Mills
|
| | | | 258,279 | | | | | | 274,000 | | |
Martin Broughton
|
| | | | 258,279 | | | | | | 274,000 | | |
Corporate law issue
|
| |
Delaware law
|
| |
Jersey law
|
|
Special Meetings of Shareholders | | |
Shareholders generally do not have the right to call meetings of shareholders unless that right is granted in the certificate of incorporation or by-laws.
However, if a corporation fails to hold its annual meeting within a period of 30 days after the date designated for the annual meeting, or if no date has been designated for a period of 13 months after its last annual meeting, the Delaware Court of Chancery may order a meeting to be held upon the application of a shareholder.
Under Delaware corporate law, a corporation is required to set a minimum quorum of one-third of the issued and outstanding shares for a shareholders meeting.
|
| |
The Jersey Companies Law does not provide for a shareholder right to put a proposal before the shareholders at the annual general meeting. However, under the Jersey Companies Law, shareholders holding 10% or more of the company’s voting rights and entitled to vote at the relevant meeting may require the directors to call a meeting of shareholders. This must be held as soon as practicable but in any case not later than two months after the date of the deposit of the requisition. The requisition shall state the objects of the meeting. If the directors do not within 21 days from the date of the deposit of the requisition proceed to call a meeting to be held within two months of that date, the requisitionists, or any of them representing more than half of the total voting rights of all of them, may themselves call a meeting, but a meeting so called shall not be held after three months from that date.
Pursuant to the articles of association, no business may be transacted at any general meeting, other than business that is either (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the directors (or any duly authorized committee thereof) or pursuant to a requisition of meeting by holders of ordinary shares as aforesaid, (b) otherwise properly brought before an annual general meeting by or at the direction of the directors (or any duly authorized committee thereof) or (c) otherwise properly brought before an annual general meeting by any holder of ordinary shares who (1) is such a holder of record on both (x) the date of the giving of the notice by such holder provided for in the articles of association and (y) the record date for the determination of holders of ordinary shares entitled to vote at such annual general meeting and (2) complies with the notice procedures set forth in the articles of association.
Under the Jersey Companies Law, the quorum requirements for shareholders meetings can be prescribed in a company’s articles of association. The Clarivate articles of association provide that holders holding in aggregate not less than a simple
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| | | | | | majority of all voting share capital of Clarivate in issue present in person or by proxy and entitled to vote shall be a quorum, provided that the minimum quorum for any meeting shall be two holders entitled to vote. See “— Voting rights. ” | |
Interested Shareholders Transactions | | |
The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned more than 15% of the target’s outstanding voting stock within the past three years.
This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors.
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| | The Jersey Companies Law has no comparable provision. As a result, Clarivate cannot avail itself of the types of protections afforded by the Delaware business combination statute. However, although Jersey law does not regulate transactions between a company and its significant shareholders, as a general matter, such transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders. | |
Interested Director Transactions | | |
Interested director transactions are permissible and may not be legally voided if:
•
either a majority of disinterested directors, or a majority in interest of holders of shares of the corporation’s capital stock entitled to vote upon the matter, approves the transaction upon disclosure of all material facts; or
the transaction is determined to have been fair as to the corporation as of the time it is authorized, approved or
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An interested director must disclose to the company the nature and extent of any interest in a transaction with the company, or one of its subsidiaries, which to a material extent conflicts or may conflict with the interests of the company and of which the director is aware. Failure to disclose an interest entitles the company or a shareholder to apply to the court for an order setting aside the transaction concerned and directing that the director account to the company for any profit.
A transaction is not voidable and a director is not accountable
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| | | ratified by the board of directors, a committee thereof or the shareholders. | | |
notwithstanding a failure to disclose an interest if the transaction is confirmed by special resolution and the nature and extent of the director’s interest in the transaction are disclosed in reasonable detail in the notice calling the meeting at which the resolution is passed.
Although it may still order that a director account for any profit, a court will not set aside a transaction unless it is satisfied that the interests of third parties who have acted in good faith would not thereby be unfairly prejudiced and the transaction was not reasonable and fair in the interests of the company at the time it was entered into.
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Cumulative Voting | | |
Under Delaware corporate law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it.
The certificate of incorporation of a Delaware corporation may provide that shareholders of any class or classes or of any series may vote cumulatively either at all elections or at elections under specified circumstances.
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| | There are no provisions in relation to cumulative voting under the Jersey Companies Law. | |
Approval of Corporate Matters by Written Consent | | |
Under Delaware corporate law, unless otherwise provided in the certificate of incorporation, any action to be taken at any annual or special meeting of shareholders of a corporation may be taken by written consent of the holders of outstanding stock having not less than the minimum number of votes that would be necessary to take that action at a meeting at which all shareholders entitled to vote were present and voted. In addition, a corporation may eliminate the right of shareholders to act by written consent through amendment to its certificate of incorporation.
All consents must be dated and are only effective if the requisite signatures are collected within 60 days of the earliest dated consent delivered.
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Under the Jersey Companies Law, unless prohibited by a company’s articles of association, a unanimous written consent by each shareholder entitled to vote on the matter may effect any matter that otherwise may be brought before a shareholders’ meeting, except for the removal of auditors. Such consent shall be deemed effective when the instrument, or the last of several instruments, is last signed or on such later date as is specified in the resolution. Furthermore, a company’s articles of association may permit written resolutions to be passed by such number of members that would be required to pass the resolutions at a general meeting.
Unless prohibited by a company’s articles of association, the members of a company have a power to require a company to circulate a resolution that may properly be proposed and is to be proposed as a written resolution.
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| | | | | | The articles of association provide that an action may be taken by written consent for so long as Onex and Baring collectively beneficially own a majority of the issued and outstanding ordinary shares of Clarivate. Such consent would need to be passed by such number of shareholders that would be required to pass the resolutions at a general meeting. | |
Business Combinations and Asset Sales | | | With certain exceptions, a merger, consolidation, or sale of all or substantially all of the assets of a Delaware corporation must be approved by the board of directors and a majority of the outstanding shares entitled to vote thereon. | | |
The Jersey Companies Law allows for the merger of two companies into either one consolidated company or one company merged into another so as to form a single surviving company. The merger or consolidation of two or more companies under the Jersey Companies Law requires the directors of the constituent companies to enter into and to approve a written merger agreement, which must also be authorized by a special resolution of the shareholders of each constituent company (which as noted above requires the affirmative vote of no less than two-thirds of the votes cast at a quorate general meeting (or such higher threshold as may be set out in a company’s articles of association)). See “—
Voting rights
” above. In relation to any merger or consolidation under the Jersey Companies Law, unlike dissenting shareholders of a Delaware corporation, dissenting shareholders of a Jersey company have no appraisal rights that would provide the right to receive payment in cash for the judicially determined fair value of the shares. However, under Jersey law, dissenting shareholders may object to the Court on the grounds they are unfairly prejudiced by the merger.
The Jersey Companies Law provides that where a person has made an offer to acquire a class or all of the company’s outstanding shares not already held by the person and has as a result of such offer acquired or contractually agreed to acquire 90% or more of such outstanding shares, that person is then entitled (and may be required) to acquire the remaining shares. In such circumstances, a holder of any such remaining shares may apply to the courts of Jersey for an
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order that the person making such offer not be entitled to purchase the holder’s shares or that the person purchase the holder’s shares on terms different than those under which the person made such offer.
In addition, where the company and its creditors or shareholders or a class of either of them propose a compromise or arrangement between the company and its creditors or our shareholders or a class of either of them (as applicable), the courts of Jersey may order a meeting of the creditors or class of creditors or of the company’s shareholders or class of shareholders (as applicable) to be called in such a manner as the court directs. Any compromise or arrangement approved by a majority in number representing 75% or more in value of the creditors or 75% or more of the voting rights of shareholders or class of either of them (as applicable) if sanctioned by the court, is binding upon the company and all the creditors, shareholders or members of the specific class of either of them (as applicable). Whether the capital of the company is to be treated as being divided into a single or multiple class(es) of shares is a matter to be determined by the court. The court may in its discretion treat a single class of shares as multiple classes, or multiple classes of shares as a single class, for the purposes of the shareholder approval referred to above, taking into account all relevant circumstances, which may include circumstances other than the rights attaching to the shares themselves.
The Jersey Companies Law contains no specific restrictions on the powers of directors to dispose of assets of a company. As a matter of general law, in the exercise of those powers, the directors must discharge their duties of care and act in good faith, for a proper purpose and in the interests of the company.
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Election and Removal of Directors | | | Under Delaware corporate law, unless otherwise specified in the certificate of incorporation or bylaws of a corporation, directors are elected by a plurality of the votes of the shares entitled to vote on the election of directors and may be removed with or without cause (or, | | | As permitted by the Jersey Companies Law and pursuant to the articles of association, directors of Clarivate can be appointed and removed in the manner described in the section headed “— Directors ” above. | |
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| | | with respect to a classified board, only with cause unless the certificate of incorporation provides otherwise) by the approval of a majority of the outstanding shares entitled to vote. | | | | |
Fiduciary Duties of Directors | | | Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components, the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director must act in a manner he or she reasonably believes to be in the best interests of the corporation. A director must not use his or her corporate position for personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interests of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction and that the transaction was of fair value to the corporation. | | |
Under the Jersey Companies Law, a director of a Jersey company, in exercising the director’s powers and discharging the director’s duties, has a fiduciary duty to act honestly and in good faith with a view to the best interests of the company; and a duty of care to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Customary law is also an important source of law in the area of directors’ duties in Jersey as it expands upon and provides a more detailed understanding of the general duties and obligations of directors. The Jersey courts view English common law as highly persuasive in this area. In summary, the following duties will apply as manifestations of the general fiduciary duty under the Jersey Companies Law: a duty to act in good faith and in what he or she bona fide considers to be the best interests of the company; a duty to exercise powers for a proper purpose; a duty to avoid any actual or potential conflict between his or her own and the company’s interests; and a duty to account for profits and not take personal profit from any opportunities arising from his or her directorship, even if he or she is acting honestly and for the good of the company. However, the articles of association of a company may permit the director to be personally interested in arrangements involving the company (subject to the requirement to have disclosed such interest).
Under the articles of association, directors who are in any way, whether directly or indirectly, interested in a contract or proposed contract with Clarivate must declare the nature of their interest at a meeting of the board of directors. Following such declaration, a director may vote in respect of any contract or proposed contract notwithstanding his interest; provided that, in exercising any such vote, such director’s duties remain as described above.
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Limitations on Director’s Liability and Indemnification of Directors and Officers | | |
A Delaware corporation may include in its certificate of incorporation provisions limiting the personal liability of its directors to the corporation or its shareholders for monetary damages for many types of breach of fiduciary duty. However, these provisions may not limit liability for any breach of the duty of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, the authorization of unlawful dividends, stock purchases, or redemptions, or any transaction from which a director derived an improper personal benefit.
Moreover, these provisions would not be likely to bar claims arising under U.S. federal securities laws.
A Delaware corporation may indemnify a director or officer of the corporation against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in defense of an action, suit, or proceeding by reason of his or her position if (i) the director or officer acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation, and (ii) with respect to any criminal action or proceeding, the director or officer had no reasonable cause to believe his or her conduct was unlawful.
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The Jersey Companies Law does not contain any provision permitting Jersey companies to limit the liabilities of directors for breach of fiduciary duty. However, a Jersey company may exempt from liability, and indemnify directors and officers for, liabilities:
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incurred in defending any civil or criminal legal proceedings where:
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the person is either acquitted or receives a judgment in their favor;
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where the proceedings are discontinued other than by reason of such person (or someone on their behalf) giving some benefit or suffering some detriment; or
•
where the proceedings are settled on terms that such person (or someone on their behalf) gives some benefit or suffers some detriment but in the opinion of a majority of the disinterested directors, the person was substantially successful on the merits in the person’s resistance to the proceedings;
•
incurred to anyone other than to the company if the person acted in good faith with a view to the best interests of the company;
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incurred in connection with an application made to the court for relief from liability for negligence, default, breach of duty, or breach of trust under Article 212 of the Jersey Companies Law in which relief is granted to the person by the court; or
•
incurred in a case in which the company normally maintains insurance for persons other than directors.
To the fullest extent permitted by law, the articles of association provide that the directors and officers of Clarivate shall be indemnified from and against all liability which they incur in execution of their duty in their
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| | | | | | respective offices, except liability incurred by reason of such director’s or officer’s actual fraud or willful default. | |
Variation of Rights of Shares | | | Under Delaware corporate law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. | | | Under Jersey law and the articles of association, if Clarivate’s share capital is divided into more than one class of shares, we may vary the rights attached to any class (i) without the consent of the holders of the issued shares of that class where such variation is considered by the board of directors of Clarivate not to have a material adverse effect upon such rights or (ii) with either the written consent of the holders of two-thirds of the shares of such class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. | |
Appraisal Rights | | | A shareholder of a Delaware corporation participating in certain major corporate transactions may, under certain circumstances, be entitled to appraisal rights under which the shareholder may receive cash in the amount of the fair value of the shares held by that shareholder (as determined by a court) in lieu of the consideration the shareholder would otherwise receive in the transaction | | | In relation to any merger or consolidation under the Jersey Companies Law, unlike dissenting shareholders of a Delaware corporation, dissenting shareholders of a Jersey company have no appraisal rights that would provide the right to receive payment in cash for the judicially determined fair value of the shares. However, under Jersey law, dissenting shareholders may object to the Court on the grounds they are unfairly prejudiced by the merger and the Court’s powers extend to specifying terms of acquisition different from those of the offer (which could include terms as to price or form of consideration). | |
Shareholder Suits | | | Class actions and derivative actions generally are available to the shareholders of a Delaware corporation for, among other things, breach of fiduciary duty, corporate waste, and actions not taken in accordance with applicable law. In such actions, the court has discretion to permit the winning party to recover attorneys’ fees incurred in connection with such action | | |
Under Article 141 of the Jersey Companies Law, a shareholder may apply to court for relief on the ground that the conduct of a company’s affairs, including a proposed or actual act or omission by a company, is “unfairly prejudicial” to the interests of shareholders generally or of some part of shareholders, including at a minimum the shareholder making the application.
Under Article 143 of the Jersey Companies Law (which sets out the types of relief a court may grant in relation to an action brought under Article 141 of the Jersey Companies Law), the court may make an order regulating the affairs of a company, requiring a company to refrain from
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doing or continuing to do an act complained of, authorizing civil proceedings and providing for the purchase of shares by a company or by any of its other shareholders. There may be customary personal law actions available to shareholders which would include certain derivate and other actions to bring proceedings against the directors of the company as well as the company.
In principle, Clarivate will normally be the proper plaintiff and a class action or derivative action may not be brought by a minority shareholder. However, a minority shareholder can seek in limited circumstances agreement from the court for special dispensation if the shareholder can show:
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that there are wrongdoers in control of the company;
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those wrongdoers are using their power to prevent anything being done about it;
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the wrongdoing is unconscionable and oppressive; and
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in certain other limited circumstances.
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Inspection of Books and Records | | | All shareholders of a Delaware corporation have the right, upon written demand, to inspect or obtain copies of the corporation’s shares ledger and its other books and records for any purpose reasonably related to such person’s interest as a shareholder. | | |
Shareholders of Clarivate will have the right under the Jersey Companies Law to inspect Clarivate’s register of shareholders and, provided certain conditions are met, to obtain a copy. Shareholders of Clarivate will also be able to inspect the minutes of any shareholder meetings.
The register of directors and secretaries must during business hours (subject to such reasonable restrictions as the company may by its articles of association or in general meeting impose, but so that not less than two hours in each business day be allowed for inspection) be open to the inspection of a shareholder or director of the company without charge and, in the case of a public company or a company which is a subsidiary of a public company, of any other person on payment of such sum (if any), not exceeding £5, as the company may require.
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Amendments of Governing Documents | | | Amendments to the certificate of incorporation of a Delaware corporation require the affirmative vote of the holders of a majority of the outstanding shares entitled to vote thereon or such greater vote as is provided for in the certificate of incorporation. A provision in the certificate of incorporation requiring the vote of a greater number or proportion of the directors or of the holders of any class of shares than is required by Delaware corporate law may not be amended, altered or repealed except by such greater vote. Bylaws may be amended with the approval of a majority of the outstanding shares entitled to vote and may, if so provided in the certificate of incorporation, also be amended by the board of directors. | | | The memorandum of association and articles of association of a Jersey company may only be amended by special resolution (being a two-third majority if the articles of association of the company do not specify a greater majority) passed by shareholders in general meeting or by written resolution passed in accordance with its articles of association. | |
Classified Board | | |
A classified board is permitted under both Delaware corporate law and the Jersey Companies Law.
The board of Churchill is comprised of three classes, each serving a three-year term, one class being elected each third year. The articles of association provides that the board of Clarivate is so classified as well. See “
— Directors — Appointment and Removal
” above.
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Dissolution and Winding Up | | | Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with a dissolution initiated by the board of directors. | | |
Under the Jersey Companies Law and the articles of association, Clarivate may be voluntarily dissolved, liquidated or wound up by a special resolution of the shareholders. In addition, a company may be wound up by the courts of Jersey if the court is of the opinion that it is just and equitable to do so or that it is expedient in the public interest to do so.
Alternatively, a creditor with a claim against a Jersey company of not less than £3,000 may apply to the Royal Court of Jersey for the property of that company to be declared en désastre (being the Jersey law equivalent of a declaration of bankruptcy). Such an application may also be made by the Jersey company itself without having to obtain any shareholder approval.
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2019: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Second Quarter*
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| | | $ | 13.78 | | | | | $ | 13.15 | | | | | $ | 3.44 | | | | | $ | 3.20 | | | | | $ | 15.25 | | | | | $ | 14.88 | | |
First Quarter
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| | | $ | 13.88 | | | | | $ | 9.53 | | | | | $ | 3.50 | | | | | $ | .73 | | | | | $ | 15.30 | | | | | $ | 9.98 | | |
2018: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Fourth Quarter
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| | | $ | 9.70 | | | | | $ | 9.50 | | | | | $ | 1.23 | | | | | $ | .85 | | | | | $ | 10.20 | | | | | $ | 10.00 | | |
Third Quarter
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| | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 10.17 | | | | | $ | 10.00 | | |
| | | | | F-2 | | | |
| | | | | F-3 | | | |
| | | | | F-4 | | | |
| | | | | F-5 | | | |
| | | | | F-6 | | | |
| | | | | F-7 | | | |
| | | | | F-8 | | |
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As of December 31,
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2018
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2017
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Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
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| | | $ | 25,575 | | | | | $ | 53,186 | | |
Restricted cash
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| | | | 9 | | | | | | 24,362 | | |
Accounts receivable, less allowance for doubtful accounts of $14,076 and $8,495 at December 31, 2018 and December 31, 2017, respectively
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| | | | 331,295 | | | | | | 317,808 | | |
Prepaid expenses
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| | | | 31,021 | | | | | | 28,395 | | |
Other current assets
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| | | | 20,712 | | | | | | 20,157 | | |
Total current assets
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| | | | 408,612 | | | | | | 443,908 | | |
Computer hardware and other property, net
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| | | | 20,641 | | | | | | 23,010 | | |
Identifiable intangible assets, net
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| | | | 1,958,520 | | | | | | 2,160,087 | | |
Goodwill
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| | | | 1,282,919 | | | | | | 1,311,253 | | |
Other non-current assets
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| | | | 26,556 | | | | | | 60,029 | | |
Deferred income taxes
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| | | | 12,426 | | | | | | 6,824 | | |
Total Assets
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| | | $ | 3,709,674 | | | | | $ | 4,005,111 | | |
Liabilities and Shareholders’ Equity | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Accounts payable
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| | | $ | 38,418 | | | | | $ | 60,758 | | |
Accrued expenses and other current liabilities
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| | | | 153,849 | | | | | | 193,710 | | |
Current portion of deferred revenues
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| | | | 391,102 | | | | | | 361,260 | | |
Short-term debt, including current portion of long-term debt
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| | | | 60,345 | | | | | | 45,345 | | |
Total current liabilities
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| | | | 643,714 | | | | | | 661,073 | | |
Long-term debt
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| | | | 1,930,177 | | | | | | 1,967,735 | | |
Non-current portion of deferred revenues
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| | | | 17,112 | | | | | | 15,796 | | |
Other non-current liabilities
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| | | | 24,838 | | | | | | 22,609 | | |
Deferred income taxes
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| | | | 43,226 | | | | | | 51,792 | | |
Total liabilities
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| | | | 2,659,067 | | | | | | 2,719,005 | | |
Commitments and Contingencies (Note 19) | | | | | | | | | | | | | |
Shareholders’ equity: | | | | | | | | | | | | | |
Share capital, $0.01 par value; 2,000,000 shares authorized at December 31, 2018 and December 31, 2017; 1,646,223 and 1,644,720 shares issued and outstanding at December 31, 2018 and December 31, 2017, respectively
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| | | | 16 | | | | | | 16 | | |
Additional paid-in capital
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| | | | 1,677,494 | | | | | | 1,662,205 | | |
Accumulated other comprehensive income
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| | | | 5,358 | | | | | | 13,984 | | |
Accumulated deficit
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| | | | (632,261 ) | | | | | | (390,099 ) | | |
Total shareholders’ equity
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| | | | 1,050,607 | | | | | | 1,286,106 | | |
Total Liabilities and Shareholders’ Equity
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| | | $ | 3,709,674 | | | | | $ | 4,005,111 | | |
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Years Ended December 31,
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2018
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2017
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Revenues, net
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| | | $ | 968,468 | | | | | $ | 917,634 | | |
Operating costs and expenses: | | | | | | | | | | | | | |
Cost of revenues, excluding depreciation and amortization
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| | | | (396,499 ) | | | | | | (394,215 ) | | |
Selling, general and administrative costs, excluding depreciation and amortization
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| | | | (369,377 ) | | | | | | (343,143 ) | | |
Share-based compensation expense
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| | | | (13,715 ) | | | | | | (17,663 ) | | |
Depreciation
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| | | | (9,422 ) | | | | | | (6,997 ) | | |
Amortization
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| | | | (227,803 ) | | | | | | (221,466 ) | | |
Transaction expenses
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| | | | (2,457 ) | | | | | | (2,245 ) | | |
Transition, integration and other
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| | | | (61,282 ) | | | | | | (78,695 ) | | |
Other operating income (expense), net
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| | | | 6,379 | | | | | | (237 ) | | |
Total operating expenses
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| | | | (1,074,176 ) | | | | | | (1,064,661 ) | | |
Loss from operations
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| | | | (105,708 ) | | | | | | (147,027 ) | | |
Interest expense, net
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| | | | (130,805 ) | | | | | | (138,196 ) | | |
Loss before income tax
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| | | | (236,513 ) | | | | | | (285,223 ) | | |
Benefit (provision) for income taxes
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| | | | (5,649 ) | | | | | | 21,293 | | |
Net loss
|
| | | $ | (242,162 ) | | | | | $ | (263,930 ) | | |
Per share: | | | | | | | | | | | | | |
Basic
|
| | | $ | (147.14 ) | | | | | $ | (160.83 ) | | |
Diluted
|
| | | $ | (147.14 ) | | | | | $ | (160.83 ) | | |
Weighted-average shares outstanding: | | | | | | | | | | | | | |
Basic
|
| | | | 1,645,818 | | | | | | 1,641,095 | | |
Diluted
|
| | | | 1,645,818 | | | | | | 1,641,095 | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Net loss
|
| | | $ | (242,162 ) | | | | | $ | (263,930 ) | | |
Other comprehensive income (loss): | | | | | | | | | | | | | |
Interest rate swaps, net of $0 tax in all periods
|
| | | | 2,537 | | | | | | 1,107 | | |
Defined benefit pension plans, net of tax (benefit) provision of ($91) and $430, respectively
|
| | | | (17 ) | | | | | | 881 | | |
Foreign currency translation adjustments
|
| | | | (11,146 ) | | | | | | 15,466 | | |
Total other comprehensive income (loss)
|
| | | | (8,626 ) | | | | | | 17,454 | | |
Comprehensive loss
|
| | | $ | (250,788 ) | | | | | $ | (246,476 ) | | |
|
| | |
Share Capital
|
| |
Additional
Paid-In Capital |
| |
Accumulated
Other Comprehensive Income (Loss) |
| |
Accumulated
Deficit |
| |
Total
Shareholders’ Equity |
| |||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance at December 31, 2016
|
| | | | 1,635,000 | | | | | $ | 16 | | | | | $ | 1,634,984 | | | | | $ | (3,470 ) | | | | | $ | (126,169 ) | | | | | $ | 1,505,361 | | |
Issuance of common stock, net
|
| | | | 9,720 | | | | | | — | | | | | | 9,558 | | | | | | — | | | | | | — | | | | | | 9,558 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | 17,663 | | | | | | — | | | | | | — | | | | | | 17,663 | | |
Comprehensive Income (loss)
|
| | | | — | | | | | | — | | | | | | — | | | | | | 17,454 | | | | | | (263,930 ) | | | | | | (246,476 ) | | |
Balance at December 31, 2017
|
| | | | 1,644,720 | | | | | | 16 | | | | | | 1,662,205 | | | | | | 13,984 | | | | | | (390,099 ) | | | | | | 1,286,106 | | |
Issuance of common stock, net
|
| | | | 1,503 | | | | | | — | | | | | | 1,574 | | | | | | — | | | | | | — | | | | | | 1,574 | | |
Share-based compensation
|
| | | | — | | | | | | — | | | | | | 13,715 | | | | | | — | | | | | | — | | | | | | 13,715 | | |
Comprehensive loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (8,626 ) | | | | | | (242,162 ) | | | | | | (250,788 ) | | |
Balance at December 31, 2018
|
| | | | 1,646,223 | | | | | $ | 16 | | | | | $ | 1,677,494 | | | | | $ | 5,358 | | | | | $ | (632,261 ) | | | | | $ | 1,050,607 | | |
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Cash Flows From Operating Activities | | | | | | | | | | | | | |
Net loss
|
| | | $ | (242,162 ) | | | | | $ | (263,930 ) | | |
Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | | | | | | |
Depreciation and amortization
|
| | | | 237,225 | | | | | | 228,463 | | |
Bad debt expense
|
| | | | 6,507 | | | | | | 6,505 | | |
Deferred income tax benefit
|
| | | | (14,103 ) | | | | | | (36,272 ) | | |
Share-based compensation
|
| | | | 13,715 | | | | | | 17,663 | | |
Gain on sale of IPM Product Line
|
| | | | (39,104 ) | | | | | | — | | |
Deferred finance charges
|
| | | | 9,182 | | | | | | 23,510 | | |
Tax indemnity write-off
|
| | | | 33,819 | | | | | | — | | |
Other operating activities
|
| | | | (3,979 ) | | | | | | 2,548 | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Accounts receivable
|
| | | | (50,906 ) | | | | | | 43,109 | | |
Prepaid expenses
|
| | | | (2,936 ) | | | | | | (4,052 ) | | |
Other assets
|
| | | | 578 | | | | | | 10,799 | | |
Accounts payable
|
| | | | (18,091 ) | | | | | | (39,660 ) | | |
Accrued expenses and other current liabilities
|
| | | | 9,842 | | | | | | (6,038 ) | | |
Deferred revenues
|
| | | | 33,539 | | | | | | 18,751 | | |
Other liabilities
|
| | | | 774 | | | | | | 5,271 | | |
Net cash (used in) provided by operating activities
|
| | | | (26,100 ) | | | | | | 6,667 | | |
Cash Flows From Investing Activities | | | | | | | | | | | | | |
Capital expenditures
|
| | | | (45,410 ) | | | | | | (37,804 ) | | |
Acquisitions, net of cash acquired
|
| | | | (23,539 ) | | | | | | (7,401 ) | | |
Proceeds from sale of Product Line, net of restricted cash
|
| | | | 80,883 | | | | | | — | | |
Proceeds from sale of equity method investment
|
| | | | — | | | | | | 5,000 | | |
Net cash (used in) provided by investing activities
|
| | | | 11,934 | | | | | | (40,205 ) | | |
Cash Flows used in Financing Activities | | | | | | | | | | | | | |
Borrowings of debt
|
| | | | 45,000 | | | | | | 30,000 | | |
Repayment of principal on long-term debt
|
| | | | (46,709 ) | | | | | | (15,423 ) | | |
Repayment of revolving credit facility
|
| | | | (30,000 ) | | | | | | — | | |
Payment of debt issuance costs
|
| | | | — | | | | | | (817 ) | | |
Contingent purchase price payment
|
| | | | (2,470 ) | | | | | | — | | |
Issuance of common stock, net
|
| | | | 1,574 | | | | | | 9,058 | | |
Net cash (used in) provided by financing activities
|
| | | | (32,605 ) | | | | | | 22,818 | | |
Effects of exchange rates
|
| | | | (5,193 ) | | | | | | 3,248 | | |
Net changes in cash and cash equivalents, and restricted cash
|
| | | | (51,964 ) | | | | | | (7,472 ) | | |
Beginning of period: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | | 53,186 | | | | | | 77,136 | | |
Restricted cash
|
| | | | 24,362 | | | | | | 7,884 | | |
Total cash and cash equivalents, and restricted cash, beginning of period
|
| | | | 77,548 | | | | | | 85,020 | | |
Cash and cash equivalents, and restricted cash, end of period
|
| | | | 25,584 | | | | | | 77,548 | | |
Cash and cash equivalents
|
| | | | 25,575 | | | | | | 53,186 | | |
Restricted cash
|
| | | | 9 | | | | | | 24,362 | | |
Total cash and cash equivalents, and restricted cash, end of period
|
| | | $ | 25,584 | | | | | $ | 77,548 | | |
Supplemental Cash Flow Information | | | | | | | | | | | | | |
Cash paid for interest
|
| | | $ | 121,916 | | | | | $ | 115,236 | | |
Cash paid for income tax
|
| | | $ | 13,210 | | | | | $ | 14,722 | | |
Capital expenditures included in accounts payable
|
| | | $ | 5,166 | | | | | $ | 2,473 | | |
| | |
Year Ended December 31, 2017
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
Adjustment
|
| |
As
Reclassified* |
| |||||||||
Consolidated Statements of Operations | | | | | | | | | | | | | | | | | | | |
Cost of revenues, excluding depreciation and amortization
|
| | | $ | (422,213 ) | | | | | $ | 27,949 | | | | | $ | (394,264 ) | | |
Selling, general and administrative costs, excluding depreciation and amortization
|
| | | $ | (318,887 ) | | | | | $ | (27,949 ) | | | | | $ | (346,836 ) | | |
| Computer hardware | | | 3 years | |
| Furniture, fixtures and equipment | | | 5 – 7 years | |
| Leasehold improvements | | | Lesser of lease term or estimated useful life | |
| Customer relationships | | | 2 – 14 years | |
| Databases and content | | | 13 – 20 years | |
| Trade names | | | Indefinite | |
| | |
Year Ended December 31, 2017
|
| |||||||||||||||
| | |
As Previously
Reported* |
| |
New Revenue
Standard Adjustment |
| |
As Adjusted
|
| |||||||||
Statement of Operation | | | | | | | | | | | | | | | | | | | |
Revenues, net
|
| | | $ | 919,749 | | | | | | (2,115 ) | | | | | $ | 917,634 | | |
Cost of revenues, excluding depreciation and amortization
|
| | | | (394,264 ) | | | | | | 49 | | | | | | (394,215 ) | | |
Selling, general and administrative costs, excluding depreciation and amortization
|
| | | | (346,836 ) | | | | | | 3,693 | | | | | | (343,143 ) | | |
Total operating expenses
|
| | | | (1,068,403 ) | | | | | | 3,742 | | | | | | (1,064,661 ) | | |
Loss from operations
|
| | | | (148,654 ) | | | | | | 1,627 | | | | | | (147,027 ) | | |
Loss before income tax
|
| | | | (286,850 ) | | | | | | 1,627 | | | | | | (285,223 ) | | |
Net Loss
|
| | | $ | (265,557 ) | | | | | $ | 1,627 | | | | | $ | (263,930 ) | | |
| | |
December 31, 2017
|
| |||||||||||||||
| | |
As Previously
Reported |
| |
New Revenues
Standard Adjustment |
| |
As Adjusted
|
| |||||||||
Balance Sheet | | | | | | | | | | | | | | | | | | | |
Prepaid expenses
|
| | | $ | 29,465 | | | | | $ | (1,070 ) | | | | | $ | 28,395 | | |
Total current assets
|
| | | | 444,978 | | | | | | (1,070 ) | | | | | | 443,908 | | |
Other non-current assets
|
| | | | 54,569 | | | | | | 5,460 | | | | | | 60,029 | | |
Total assets
|
| | | | 4,000,721 | | | | | | 4,390 | | | | | | 4,005,111 | | |
Current portion of deferred revenues
|
| | | | 356,002 | | | | | | 5,258 | | | | | | 361,260 | | |
Total current liabilities
|
| | | | 655,815 | | | | | | 5,258 | | | | | | 661,073 | | |
Total liabilities
|
| | | | 2,713,747 | | | | | | 5,258 | | | | | | 2,719,005 | | |
Accumulated deficit
|
| | | | (389,231 ) | | | | | | (868 ) | | | | | | (390,099 ) | | |
Total Shareholders’ Equity
|
| | | | 1,286,974 | | | | | | (868 ) | | | | | | 1,286,106 | | |
Total Liabilities and Shareholders’ Equity
|
| | | $ | 4,000,721 | | | | | $ | 4,390 | | | | | $ | 4,005,111 | | |
| | |
2018
|
| |
2017
|
| ||||||
Other current assets
|
| | | $ | 706 | | | | | $ | 51 | | |
Finite-lived intangible assets
|
| | | | 7,928 | | | | | | 3,600 | | |
Indefinite-lived intangible assets
|
| | | | — | | | | | | 70 | | |
Goodwill
|
| | | | 21,527 | | | | | | 9,767 | | |
Other non-current assets
|
| | | | 38 | | | | | | 14 | | |
Total assets
|
| | | | 30,199 | | | | | | 13,502 | | |
Current liabilities
|
| | | | 491 | | | | | | 182 | | |
Non-current liabilities
|
| | | | 2,054 | | | | | | 19 | | |
Total liabilities
|
| | | | 2,545 | | | | | | 201 | | |
Net assets acquired
|
| | | $ | 27,654 | | | | | $ | 13,301 | | |
|
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Computer hardware
|
| | | $ | 18,130 | | | | | $ | 11,238 | | |
Leasehold improvements
|
| | | | 13,298 | | | | | | 13,885 | | |
Furniture, fixtures and equipment
|
| | | | 6,816 | | | | | | 6,768 | | |
Total computer hardware and other property
|
| | | | 38,244 | | | | | | 31,891 | | |
Accumulated depreciation
|
| | | | (17,603 ) | | | | | | (8,881 ) | | |
Total computer hardware and other property, net
|
| | | $ | 20,641 | | | | | $ | 23,010 | | |
|
| | |
December 31, 2018
|
| |
December 31, 2017
|
| ||||||||||||||||||||||||||||||
| | |
Gross
|
| |
Accumulated
Amortization |
| |
Net
|
| |
Gross
|
| |
Accumulated
Amortization |
| |
Net
|
| ||||||||||||||||||
Finite-lived intangible assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Customer relationships
|
| | | $ | 291,503 | | | | | $ | (164,611 ) | | | | | $ | 126,892 | | | | | $ | 299,886 | | | | | $ | (95,606 ) | | | | | $ | 204,280 | | |
Databases and content
|
| | | | 1,725,878 | | | | | | (233,733 ) | | | | | | 1,492,145 | | | | | | 1,733,304 | | | | | | (130,271 ) | | | | | | 1,603,033 | | |
Computer software
|
| | | | 268,704 | | | | | | (97,570 ) | | | | | | 171,134 | | | | | | 235,420 | | | | | | (52,696 ) | | | | | | 182,724 | | |
Finite-lived intangible assets
|
| | | | 2,286,085 | | | | | | (495,914 ) | | | | | | 1,790,171 | | | | | | 2,268,610 | | | | | | (278,573 ) | | | | | | 1,990,037 | | |
Indefinite-lived intangible assets
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Trade names
|
| | | | 168,349 | | | | | | — | | | | | | 168,349 | | | | | | 170,050 | | | | | | — | | | | | | 170,050 | | |
Total intangible assets
|
| | | $ | 2,454,434 | | | | | $ | (495,914 ) | | | | | $ | 1,958,520 | | | | | $ | 2,438,660 | | | | | $ | (278,573 ) | | | | | $ | 2,160,087 | | |
|
| | |
Remaining
Weighted-Average Amortization Period (in years) |
| |||
Customer relationships
|
| | | | 10.6 | | |
Databases and content
|
| | | | 14.9 | | |
Computer software
|
| | | | 4.9 | | |
Total
|
| | | | 13.9 | | |
|
2019
|
| | | $ | 176,545 | | |
|
2020
|
| | | | 158,807 | | |
|
2021
|
| | | | 149,326 | | |
|
2022
|
| | | | 117,865 | | |
|
2023
|
| | | | 113,545 | | |
|
Thereafter
|
| | | | 1,036,411 | | |
|
Subtotal finite-lived intangible assets
|
| | | | 1,752,499 | | |
|
Internally developed software projects in process
|
| | | | 37,672 | | |
|
Total finite-lived intangible assets
|
| | | | 1,790,171 | | |
|
Intangibles with indefinite lives
|
| | | | 168,349 | | |
|
Total intangible assets
|
| | | $ | 1,958,520 | | |
|
|
Balance as of December 31, 2016
|
| | | $ | 1,305,571 | | |
|
Acquisition
|
| | | | 9,767 | | |
|
Measurement period adjustments
|
| | | | (4,175 ) | | |
|
Impact of foreign currency fluctuations and other
|
| | | | 90 | | |
|
Balance as of December 31, 2017
|
| | | $ | 1,311,253 | | |
|
Acquisition
|
| | | | 21,527 | | |
|
Disposals
|
| | | | (49,349 ) | | |
|
Impact of foreign currency fluctuations and other
|
| | | | (512 ) | | |
|
Balance as of December 31, 2018
|
| | | $ | 1,282,919 | | |
|
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Discount Rate
|
| | | | N/A | | | | | | 1.26 – 1.5 % | | |
| TrademarkVision | | | | |
|
Risk free rate
|
| |
2.77%
|
|
|
Discount rate
|
| |
8.09%
|
|
|
Expected life (in years)
|
| |
1.54
|
|
| Publons | | | | |
|
Risk free rate
|
| |
2.34 – 2.63%
|
|
|
Discount rate
|
| |
9.23 – 9.72%
|
|
|
Expected life (in years)
|
| |
1.04 – 3.04
|
|
| Publons | | | | |
|
Risk free rate
|
| |
1.17 – 1.62%
|
|
|
Discount rate
|
| |
11.44 – 11.90%
|
|
|
Expected life (in years)
|
| |
1.12 – 4.12
|
|
|
Balance as of December 31, 2016
|
| | | $ | — | | |
|
Earn-out liability
|
| | | | 5,900 | | |
|
Balance at December 31, 2017
|
| | | | 5,900 | | |
|
Business combinations
|
| | | | 4,115 | | |
|
Payment of Earn-out liability
(1)
|
| | | | (2,470 ) | | |
|
Revaluations included in earnings
|
| | | | (470 ) | | |
|
Balance as of December 31, 2018
|
| | | $ | 7,075 | | |
|
| | |
December 31, 2018
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total Fair
Value |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest rate swap asset
|
| | | $ | — | | | | | $ | 3,644 | | | | | $ | — | | | | | $ | 3,644 | | |
| | | | | — | | | | | | 3,644 | | | | | | — | | | | | | 3,644 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Earn-out
|
| | | | — | | | | | | — | | | | | | 7,075 | | | | | | 7,075 | | |
Total
|
| | | $ | — | | | | | $ | — | | | | | $ | 7,075 | | | | | $ | 7,075 | | |
|
| | |
December 31, 2017
|
| |||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total Fair
Value |
| ||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Forward contracts asset
|
| | | $ | — | | | | | $ | 83 | | | | | $ | — | | | | | $ | 83 | | |
Interest rate swap asset
|
| | | | — | | | | | | 1,107 | | | | | | — | | | | | | 1,107 | | |
| | | | | — | | | | | | 1,190 | | | | | | — | | | | | | 1,190 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Earn-out Liability
|
| | | | — | | | | | | — | | | | | | 5,900 | | | | | | 5,900 | | |
Total
|
| | | $ | — | | | | | $ | — | | | | | $ | 5,900 | | | | | $ | 5,900 | | |
|
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Obligation and funded status: | | | | | | | | | | | | | |
Change in benefit obligation | | | | | | | | | | | | | |
Projected benefit obligation at beginning of year
|
| | | $ | 14,258 | | | | | $ | 13,621 | | |
Service costs
|
| | | | 888 | | | | | | 442 | | |
Interest cost
|
| | | | 283 | | | | | | 168 | | |
Plan participant contributions
|
| | | | 109 | | | | | | — | | |
Actuarial (gain)/losses
|
| | | | 29 | | | | | | (640 ) | | |
Divestiture
|
| | | | (138 ) | | | | | | — | | |
Benefit payments
|
| | | | (274 ) | | | | | | (123 ) | | |
Expenses paid from assets
|
| | | | (35 ) | | | | | | — | | |
Effect of foreign currency translation
|
| | | | (634 ) | | | | | | 790 | | |
Projected benefit obligation at end of year
|
| | | $ | 14,486 | | | | | $ | 14,258 | | |
Change in plan assets | | | | | | | | | | | | | |
Fair value of plan assets at beginning of year
|
| | | $ | 5,062 | | | | | $ | 5,062 | | |
Actual return on plan assets
|
| | | | 95 | | | | | | — | | |
Plan participant contributions
|
| | | | 109 | | | | | | — | | |
Employer contributions
|
| | | | 460 | | | | | | 123 | | |
Benefit payments
|
| | | | (274 ) | | | | | | (123 ) | | |
Expenses paid from assets
|
| | | | (35 ) | | | | | | — | | |
Effect of foreign currency translation
|
| | | | (233 ) | | | | | | — | | |
Fair value of plan assets at end of year
|
| | | | 5,184 | | | | | | 5,062 | | |
Unfunded status
|
| | | $ | (9,302 ) | | | | | $ | (9,196 ) | | |
|
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Current liabilities
|
| | | $ | (443 ) | | | | | $ | (342 ) | | |
Non current liabilities
|
| | | $ | (8,859 ) | | | | | $ | (8,854 ) | | |
AOCI
|
| | | $ | (1,054 ) | | | | | $ | (1,252 ) | | |
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Plans with accumulated benefit obligation in excess of plan assets: | | | | | | | | | | | | | |
Accumulated benefit obligation
|
| | | $ | 13,605 | | | | | $ | 13,499 | | |
Fair value of plan assets
|
| | | $ | 5,184 | | | | | $ | 5,062 | | |
Plans with projected benefit obligation in excess of plan assets: | | | | | | | | | | | | | |
Projected benefit obligation
|
| | | $ | 14,486 | | | | | $ | 14,258 | | |
Fair value of plan assets
|
| | | $ | 5,184 | | | | | $ | 5,062 | | |
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Service cost
|
| | | $ | 888 | | | | | $ | 442 | | |
Interest cost
|
| | | | 283 | | | | | | 168 | | |
Expected return on plan assets
|
| | | | (150 ) | | | | | | — | | |
Amortization of actuarial gains
|
| | | | (78 ) | | | | | | (4 ) | | |
Net period benefit cost
|
| | | $ | 943 | | | | | $ | 606 | | |
|
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Discount rate
|
| | | | 2.31 % | | | | | | 2.38 % | | |
Expected return on plan assets
|
| | | | 3.00 % | | | | | | — % | | |
Rate of compensation increase
|
| | | | 3.76 % | | | | | | 4.56 % | | |
Social Security increase rate
|
| | | | 2.50 % | | | | | | 2.50 % | | |
Pension increase rate
|
| | | | 1.80 % | | | | | | 2.00 % | | |
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Discount rate
|
| | | | 2.26 % | | | | | | 2.31 % | | |
Rate of compensation increase
|
| | | | 3.68 % | | | | | | 3.76 % | | |
Social Security increase rate
|
| | | | 2.50 % | | | | | | 2.50 % | | |
Pension increase rate
|
| | | | 1.80 % | | | | | | 1.80 % | | |
| | |
December 31, 2018
|
| |
December 31, 2017
|
| ||||||||||||||||||||||||||||||||||||||||||
| | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
Assets |
| |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
Assets |
| ||||||||||||||||||||||||
Fair value measurement of pension plan assets:
|
| | | | | | | | | ||||||||||||||||||||||||||||||||||||||||
Insurance contract
|
| | | $ | — | | | | | | — | | | | | | 5,184 | | | | | $ | 5,184 | | | | | $ | — | | | | | | — | | | | | | 5,062 | | | | | $ | 5,062 | | |
|
2019
|
| | | $ | 488 | | |
|
2020
|
| | | | 610 | | |
|
2021
|
| | | | 489 | | |
|
2022
|
| | | | 643 | | |
|
2023
|
| | | | 781 | | |
|
2024 to 2027
|
| | | | 4,923 | | |
|
Total
|
| | | $ | 7,934 | | |
|
| | | | | | | | |
December 31, 2018
|
| |
December 31, 2017
|
| ||||||||||||||||||
Type
|
| |
Maturity
|
| |
Effective
Interest Rate |
| |
Carrying
Value |
| |
Effective
Interest Rate |
| |
Carrying
Value |
| |||||||||||||||
Senior Unsecured Notes
|
| | | | 2024 | | | | | | 7.875 % | | | | | $ | 500,000 | | | | | | 7.875 % | | | | | $ | 500,000 | | |
Term Loan Facility
|
| | | | 2023 | | | | | | 5.729 % | | | | | | 1,483,993 | | | | | | 4.700 % | | | | | | 1,530,700 | | |
The Revolving Credit Facility
|
| | | | 2021 | | | | | | 5.754 % | | | | | | 5,000 | | | | | | — % | | | | | | — | | |
The Revolving Credit Facility
|
| | | | 2021 | | | | | | 5.729 % | | | | | | 40,000 | | | | | | 4.751 % | | | | | | 30,000 | | |
Total debt outstanding
|
| | | | | | | | | | | | | | | | 2,028,993 | | | | | | | | | | | | 2,060,700 | | |
Debt issuance costs
|
| | | | | | | | | | | | | | | | (34,838 ) | | | | | | | | | | | | (43,086 ) | | |
Term Loan Facility, discount
|
| | | | | | | | | | | | | | | | (3,633 ) | | | | | | | | | | | | (4,534 ) | | |
Short-term debt, including current portion of long-term debt
|
| | | | | | | | | | | | | | | | (60,345 ) | | | | | | | | | | | | (45,345 ) | | |
Long-term debt, net of current portion and debt issuance costs
|
| | | | | | | | | | | | | | | $ | 1,930,177 | | | | | | | | | | | $ | 1,967,735 | | |
|
Period
|
| |
Redemption Price
(as a percentage of principal) |
| |||
2019
|
| | | | 103.938 % | | |
2020
|
| | | | 101.969 % | | |
2021 and thereafter
|
| | | | 100.000 % | | |
|
2019
|
| | | $ | 60,345 | | |
|
2020
|
| | | | 15,345 | | |
|
2021
|
| | | | 15,345 | | |
|
2022
|
| | | | 15,345 | | |
|
2023
|
| | | | 1,422,613 | | |
|
Thereafter
|
| | | | 500,000 | | |
|
Total maturities
|
| | | | 2,028,993 | | |
|
Less: capitalized debt issuance costs and original issue discount
|
| | | | (38,471 ) | | |
|
Total debt outstanding as of December 31, 2018
|
| | | $ | 1,990,522 | | |
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Subscription revenues
|
| | | $ | 794,097 | | | | | $ | 785,717 | | |
Transaction revenues
|
| | | | 177,523 | | | | | | 181,590 | | |
Total revenues, gross
|
| | | | 971,620 | | | | | | 967,307 | | |
Deferred revenues adjustment
(1)
|
| | | | (3,152 ) | | | | | | (49,673 ) | | |
Total Revenues, net
|
| | | $ | 968,468 | | | | | $ | 917,634 | | |
|
| | |
Accounts
receivables |
| |
Current portion
of deferred revenues |
| |
Non-current
portion of deferred revenues |
| |||||||||
Opening (1/1/2018)
|
| | | $ | 317,808 | | | | | $ | 361,260 | | | | | $ | 15,796 | | |
Closing (12/31/2018)
|
| | | | 331,295 | | | | | | 391,102 | | | | | | 17,112 | | |
Increase/(decrease)
|
| | | $ | (13,487 ) | | | | | $ | (29,842 ) | | | | | $ | (1,316 ) | | |
Opening (1/1/2017)
|
| | | $ | 361,586 | | | | | $ | 333,944 | | | | | $ | 18,602 | | |
Closing (12/31/2017)
|
| | | | 317,808 | | | | | | 361,260 | | | | | | 15,796 | | |
Increase/(decrease)
|
| | | $ | 43,778 | | | | | $ | (27,316 ) | | | | | $ | 2,806 | | |
| | |
Number
of Options |
| |
Weighted Average
Exercise Price per Share |
| |
Weighted Average
Remaining Contractual Life |
| |
Aggregate
Intrinsic Value |
| ||||||||||||
Outstanding as of December 31, 2017
|
| | | | 170,693 | | | | | $ | 1,572 | | | | | | 9.3 | | | | | $ | 2,262 | | |
Granted
|
| | | | 31,178 | | | | | | 1,678 | | | | | | 9.7 | | | | | | — | | |
Forfeited and expired
|
| | | | (16,270 ) | | | | | | 1,601 | | | | | | — | | | | | | — | | |
Outstanding as of December 31, 2018
|
| | | | 185,601 | | | | | $ | 1,587 | | | | | | 8.5 | | | | | $ | 13,293 | | |
Vested and exercisable at December 31, 2018
|
| | | | 50,364 | | | | | $ | 1,568 | | | | | | 8.3 | | | | | $ | 3,880 | | |
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Weighted-average expected dividend yield
|
| | | | — | | | | | | — | | |
Expected volatility
|
| | | | 21.00 – 23.05 % | | | | | | 24.84 – 27.90 % | | |
Weighted-average expected volatility
|
| | | | 21.86 % | | | | | | 27.50 % | | |
Weighted-average risk-free interest rate
|
| | | | 3.02 % | | | | | | 2.53 % | | |
Expected life (in years)
|
| | | | 8.5 | | | | | | 9.0 | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Current | | | | | | | | | | | | | |
U.K.
|
| | | $ | 1,014 | | | | | $ | (142 ) | | |
U.S. Federal
|
| | | | 6,395 | | | | | | 5,202 | | |
U.S. State
|
| | | | 2,146 | | | | | | 833 | | |
Other
|
| | | | 11,061 | | | | | | 8,552 | | |
Total current
|
| | | | 20,616 | | | | | | 14,445 | | |
Deferred | | | | | | | | | | | | | |
U.K.
|
| | | | 85 | | | | | | (427 ) | | |
U.S. Federal
|
| | | | (5,465 ) | | | | | | (10,648 ) | | |
U.S. State
|
| | | | (227 ) | | | | | | (142 ) | | |
Other
|
| | | | (9,360 ) | | | | | | (24,521 ) | | |
Total deferred
(1)
|
| | | | (14,967 ) | | | | | | (35,738 ) | | |
Total provision (benefit) for income taxes
|
| | | $ | 5,649 | | | | | $ | (21,293 ) | | |
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Loss before tax:
|
| | | $ | (236,513 ) | | | | | $ | (285,223 ) | | |
Income tax, at the statutory rate
|
| | | | (44,937 ) | | | | | | (54,905 ) | | |
Statutory rate
(1)
|
| | | | 19.0 % | | | | | | 19.3 % | | |
Effect of different tax rates
|
| | | | (1.2 )% | | | | | | 3.3 % | | |
Tax rate modifications
(2)
|
| | | | — % | | | | | | 5.7 % | | |
Valuation Allowances
|
| | | | (18.0 )% | | | | | | (20.8 )% | | |
Permanent differences
|
| | | | (0.7 )% | | | | | | 0.3 % | | |
Withholding tax
|
| | | | (0.2 )% | | | | | | (0.3 )% | | |
Tax indemnity
|
| | | | (2.7 )% | | | | | | — % | | |
Sale of Subsidiary
|
| | | | 2.2 % | | | | | | — % | | |
Other
|
| | | | (0.8 )% | | | | | | — % | | |
Effective rate
|
| | | | (2.4 )% | | | | | | 7.5 % | | |
|
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Accounts receivable
|
| | | $ | 916 | | | | | $ | 1,310 | | |
Goodwill
|
| | | | — | | | | | | 1,217 | | |
Fixed assets, net
|
| | | | — | | | | | | 1,670 | | |
Accrued expenses
|
| | | | 3,735 | | | | | | 3,417 | | |
Deferred revenues
|
| | | | 3,570 | | | | | | 915 | | |
Other assets
|
| | | | 9,655 | | | | | | 4,700 | | |
Unrealized gain/loss
|
| | | | 74 | | | | | | 528 | | |
Debt issuance costs
|
| | | | 1,199 | | | | | | — | | |
Operating losses and tax attributes
|
| | | | 135,219 | | | | | | 94,571 | | |
Total deferred tax assets
|
| | | | 154,368 | | | | | | 108,328 | | |
Valuation allowances
|
| | | | (133,856 ) | | | | | | (92,812 ) | | |
Net deferred tax assets
|
| | | | 20,512 | | | | | | 15,516 | | |
Other identifiable intangible assets, net
|
| | | | (43,247 ) | | | | | | (57,082 ) | | |
Other liabilities
|
| | | | (7,785 ) | | | | | | (3,286 ) | | |
Goodwill
|
| | | | (42 ) | | | | | | — | | |
Fixed Assets, net
|
| | | | (238 ) | | | | | | — | | |
Debt issuance costs
|
| | | | — | | | | | | (116 ) | | |
Total deferred tax liabilities
|
| | | | (51,312 ) | | | | | | (60,484 ) | | |
Net deferred tax liabilities
|
| | | $ | (30,800 ) | | | | | $ | (44,968 ) | | |
|
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Deferred tax asset
|
| | | $ | 12,426 | | | | | $ | 6,824 | | |
Deferred tax liability
|
| | | | (43,226 ) | | | | | | (51,792 ) | | |
Net deferred tax liability
|
| | | $ | (30,800 ) | | | | | $ | (44,968 ) | | |
|
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Balance at the Beginning of the year
|
| | | $ | 91 | | | | | $ | 211 | | |
Increases for tax positions taken in prior years
|
| | | | 1,339 | | | | | | — | | |
Increases for tax positions taken in the current year
|
| | | | 72 | | | | | | — | | |
Decreases due to statute expirations
|
| | | | (52 ) | | | | | | (120 ) | | |
Balance at the End of the year
|
| | | $ | 1,450 | | | | | $ | 91 | | |
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Basic/Diluted EPS | | | | | | | | | | | | | |
Net loss
|
| | | $ | (242,162 ) | | | | | $ | (263,930 ) | | |
Preferred stock dividends
|
| | | | — | | | | | | — | | |
Income available to common stockholders
|
| | | $ | (242,162 ) | | | | | $ | (263,930 ) | | |
Weighted-average number of common shares outstanding
|
| | | | 1,645,818 | | | | | | 1,641,095 | | |
Basic EPS
|
| | | $ | (147.14 ) | | | | | $ | (160.83 ) | | |
Diluted EPS
|
| | | $ | (147.14 ) | | | | | $ | (160.83 ) | | |
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Revenues: | | | | | | | | | | | | | |
North America
|
| | | $ | 450,356 | | | | | $ | 455,791 | | |
Europe
|
| | | | 242,415 | | | | | | 243,245 | | |
APAC
|
| | | | 209,118 | | | | | | 201,234 | | |
Emerging Markets
|
| | | | 69,731 | | | | | | 67,037 | | |
Deferred revenues adjustment
|
| | | | (3,152 ) | | | | | | (49,673 ) | | |
Total
|
| | | $ | 968,468 | | | | | $ | 917,634 | | |
|
| | |
December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Assets: | | | | | | | | | | | | | |
North America
|
| | | $ | 1,036,192 | | | | | $ | 1,163,704 | | |
Europe
|
| | | | 2,145,073 | | | | | | 2,294,998 | | |
APAC
|
| | | | 79,487 | | | | | | 68,034 | | |
Emerging Markets
|
| | | | 24,241 | | | | | | 26,533 | | |
Total
|
| | | $ | 3,284,993 | | | | | $ | 3,553,269 | | |
|
| | |
Years Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
Web of Science Product Line
|
| | | $ | 361,957 | | | | | $ | 352,995 | | |
Cortellis Product Line
|
| | | | 169,225 | | | | | | 169,299 | | |
Science Group
|
| | | | 531,182 | | | | | | 522,294 | | |
Derwent Product Line
|
| | | | 176,016 | | | | | | 172,897 | | |
MarkMonitor Product Line
|
| | | | 122,947 | | | | | | 120,408 | | |
| | |
Years Ended December 31,
|
| |||||||||
| | |
2018
|
| |
2017
|
| ||||||
CompuMark Product Line
|
| | | | 121,025 | | | | | | 119,854 | | |
Intellectual Property Group
|
| | | | 419,988 | | | | | | 413,159 | | |
IP Management Product Line
|
| | | | 20,450 | | | | | | 31,854 | | |
Deferred revenues adjustment
|
| | | | (3,152 ) | | | | | | (49,673 ) | | |
Total
|
| | | $ | 968,468 | | | | | $ | 917,634 | | |
|
Year ended December 31,
|
| | | | | | |
2019
|
| | | $ | 22,140 | | |
2020
|
| | | | 19,531 | | |
2021
|
| | | | 17,240 | | |
2022
|
| | | | 15,333 | | |
2023
|
| | | | 14,944 | | |
Thereafter
|
| | | | 40,367 | | |
Total operating lease commitments
|
| | | $ | 129,555 | | |
|
Year ended December 31,
|
| | | | | | |
2019
|
| | | $ | 34,321 | | |
2020
|
| | | | 24,370 | | |
2021
|
| | | | 8,151 | | |
2022
|
| | | | 13 | | |
Total
|
| | | $ | 66,855 | | |
|
| Shareholders’ Equity: | | | | | | | |
|
Ordinary shares, no par value, 2 issued and outstanding (unlimited shares authorized)
|
| | | $ | 2.00 | | |
|
Ordinary shares receivable
|
| | | | (2.00 ) | | |
|
Total Shareholders’ Equity
|
| | | $ | 0.00 | | |
|
| ASSETS | | | | | | | |
| Current Assets | | | | | | | |
|
Cash
|
| | | $ | 3,528,190 | | |
|
Prepaid expenses and other current assets
|
| | | | 334,654 | | |
|
Total Current Assets
|
| | | | 3,862,844 | | |
|
Marketable securities held in Trust Account
|
| | | | 694,574,904 | | |
|
Total Assets
|
| | | $ | 698,437,748 | | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | | | | |
| Current Liabilities | | | | | | | |
|
Accounts payable and accrued expenses
|
| | | $ | 1,936,353 | | |
|
Deferred tax liability
|
| | | | 13,098 | | |
|
Income taxes payable
|
| | | | 794,936 | | |
|
Total Current Liabilities
|
| | | | 2,744,387 | | |
|
Deferred underwriting fee payable
|
| | | | 24,150,000 | | |
|
Total Liabilities
|
| | | | 26,894,387 | | |
| Commitments and Contingencies | | | | | | | |
|
Common stock subject to possible redemption, 66,301,394 shares at redemption value
|
| | | | 666,543,359 | | |
| Stockholders’ Equity | | | | | | | |
|
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
|
| | | | — | | |
|
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 2,698,606 issued and outstanding (excluding 66,301,394 shares subject to possible redemption)
|
| | | | 270 | | |
|
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 17,250,000 shares issued and outstanding
|
| | | | 1,725 | | |
|
Additional paid-in capital
|
| | | | 3,756,501 | | |
|
Retained earnings
|
| | | | 1,241,506 | | |
|
Total Stockholders’ Equity
|
| | | | 5,000,002 | | |
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
| | | $ | 698,437,748 | | |
|
|
Operating costs
|
| | | $ | 2,525,364 | | |
|
Loss from operations
|
| | | | (2,525,364 ) | | |
| Other income: | | | | | | | |
|
Interest income
|
| | | | 4,512,532 | | |
|
Unrealized gain on marketable securities held in Trust Account
|
| | | | 62,372 | | |
|
Other income, net
|
| | | | 4,574,904 | | |
|
Income before provision for income taxes
|
| | | | 2,049,540 | | |
|
Provision for income taxes
|
| | | | (808,034 ) | | |
|
Net income
|
| | | $ | 1,241,506 | | |
|
Weighted average shares outstanding, basic and diluted
(1)
|
| | | | 17,706,822 | | |
|
Basic and diluted net loss per common share
(2)
|
| | | $ | (0.13 ) | | |
|
| | |
Class A Common Stock
|
| |
Class B Common Stock
|
| |
Additional
Paid-in Capital |
| |
Retained
Earnings |
| |
Total
Stockholders’ Equity |
| |||||||||||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||||||||
Balance – June 20, 2018 (inception)
|
| | | | — | | | | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of Class B common stock to Sponsor
|
| | | | — | | | | | | — | | | | | | 17,250,000 | | | | | | 1,725 | | | | | | 23,275 | | | | | | — | | | | | | 25,000 | | |
Sale of 69,000,000 Units, net of underwriting discount and offering expenses
|
| | | | 69,000,000 | | | | | | 6,900 | | | | | | — | | | | | | — | | | | | | 651,969,955 | | | | | | — | | | | | | 651,976,855 | | |
Sale of 18,300,000 Private Placement Warrants
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 18,300,000 | | | | | | — | | | | | | 18,300,000 | | |
Common stock subject to redemption
|
| | | | (66,301,394 ) | | | | | | (6,630 ) | | | | | | — | | | | | | — | | | | | | (666,536,729 ) | | | | | | — | | | | | | (666,543,359 ) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,241,506 | | | | | | 1,241,506 | | |
Balance – December 31, 2018
|
| | | | 2,698,606 | | | | | $ | 270 | | | | | | 17,250,000 | | | | | $ | 1,725 | | | | | $ | 3,756,501 | | | | | $ | 1,241,506 | | | | | $ | 5,000,002 | | |
|
| Cash Flows from Operating Activities: | | | | | | | |
|
Net income
|
| | | $ | 1,241,506 | | |
| Adjustments to reconcile net income to net cash used in operating activities: | | | | | | | |
|
Interest earned on marketable securities held in Trust Account
|
| | | | (4,512,532 ) | | |
|
Unrealized gain on marketable securities held in Trust Account
|
| | | | (62,372 ) | | |
|
Deferred tax provision
|
| | | | 13,098 | | |
|
Changes in operating assets and liabilities:
|
| | | | | | |
|
Prepaid expenses
|
| | | | (334,654 ) | | |
|
Accounts payable and accrued expenses
|
| | | | 1,936,353 | | |
|
Income taxes payable
|
| | | | 794,936 | | |
|
Net cash used in operating activities
|
| | | | (923,665 ) | | |
| Cash Flows from Investing Activities: | | | | | | | |
|
Investment of cash in Trust Account
|
| | | | (690,000,000 ) | | |
|
Net cash used in investing activities
|
| | | | (690,000,000 ) | | |
| Cash Flows from Financing Activities: | | | | | | | |
|
Proceeds from issuance of common stock to Sponsor
|
| | | | 25,000 | | |
|
Proceeds from sale of Units, net of underwriting discounts paid
|
| | | | 676,200,000 | | |
|
Proceeds from sale of Private Placement Warrants
|
| | | | 18,300,000 | | |
|
Reimbursement of offering expenses from underwriter
|
| | | | 588,000 | | |
|
Proceeds from promissory note – related party
|
| | | | 275,000 | | |
|
Repayment of promissory note – related party
|
| | | | (275,000 ) | | |
|
Payment of offering costs
|
| | | | (661,145 ) | | |
|
Net cash provided by financing activities
|
| | | | 694,451,855 | | |
|
Net Change in Cash
|
| | | | 3,528,190 | | |
|
Cash – Beginning
|
| | | | — | | |
| Cash – Ending | | | | $ | 3,528,190 | | |
| Non-cash investing and financing activities: | | | | | | | |
|
Initial classification of common stock subject to redemption
|
| | | $ | 665,300,820 | | |
|
Change in value of common stock subject to redemption
|
| | | $ | 1,242,539 | | |
|
Deferred underwriting fee payable
|
| | | $ | 24,150,000 | | |
|
| | |
For the Period from
June 20, 2018 (inception) through December 31, 2018 |
| |||
Net income
|
| | | $ | 1,241,506 | | |
Less: Income attributable to shares subject to redemption
|
| | | | (3,529,452 ) | | |
Adjusted net loss
|
| | | $ | (2,287,946 ) | | |
Weighted average shares outstanding, basic and diluted
|
| | | | 17,706,822 | | |
Basic and diluted net loss per share
|
| | | $ | (0.13 ) | | |
|
| Deferred tax liability | | | |||||
|
Unrealized gain on marketable securities
|
| | | $ | (13,098 ) | | |
|
Total deferred tax liability
|
| | | $ | (13,098 ) | | |
|
| Federal | | | |||||
|
Current
|
| | | $ | 794,936 | | |
|
Deferred
|
| | | | 13,098 | | |
| State | | | |||||
|
Current
|
| | | | — | | |
|
Deferred
|
| | | | — | | |
|
Income tax provision
|
| | | $ | 808,034 | | |
|
|
Statutory federal income tax rate
|
| | | | 21.0 % | | |
|
State taxes, net of federal tax benefit
|
| | | | 0.0 % | | |
|
Business combination expenses
|
| | | | 18.4 % | | |
|
Income tax provision (benefit)
|
| | | | 39.4 % | | |
|
Description
|
| |
Level
|
| |
December 31,
2018 |
| ||||||
Assets: | | | | | | | | | | | | | |
Marketable securities held in Trust Account
|
| | | | 1 | | | | | $ | 694,574,904 | | |
| | |
June 20, 2018
(inception) through June 30, 2018 |
| |
Third
Quarter |
| |
Fourth
Quarter |
| |||||||||
For the Period from June 20, 2018 (inception) through December 31, 2018
|
| | | | | | | | | | | | | | | | | | |
Operating costs
|
| | | $ | 1,027 | | | | | $ | 152,582 | | | | | $ | 2,371,756 | | |
Unrealized gain (loss) on marketable securities
|
| | | $ | — | | | | | $ | (48,430 ) | | | | | $ | 110,802 | | |
Interest income
|
| | | $ | — | | | | | $ | 738,355 | | | | | $ | 3,774,177 | | |
Net income (loss)
|
| | | $ | (1,027 ) | | | | | $ | 424,717 | | | | | $ | 817,815 | | |
Basic and diluted loss per share
|
| | | $ | (0.00 ) | | | | | $ | (0.01 ) | | | | | $ | (0.11 ) | | |
| | |
Page
|
| |||
Article I
CERTAIN DEFINITIONS |
| ||||||
| | | | A-1-2 | | | |
| | | | A-1-9 | | | |
| | | | A-1-10 | | | |
| | | | A-1-10 | | | |
Article II
THE JERSEY MERGER |
| ||||||
| | | | A-1-10 | | | |
| | | | A-1-11 | | | |
| | | | A-1-11 | | | |
| | | | A-1-11 | | | |
| | | | A-1-12 | | | |
| | | | A-1-12 | | | |
Article III
THE DELAWARE MERGER; CLOSING |
| ||||||
| | | | A-1-12 | | | |
| | | | A-1-12 | | | |
| | | | A-1-13 | | | |
| | | | A-1-13 | | | |
| | | | A-1-13 | | | |
| | | | A-1-13 | | | |
Article IV
EFFECTS OF THE DELAWARE MERGER |
| ||||||
| | | | A-1-13 | | | |
| | | | A-1-14 | | | |
| | | | A-1-14 | | | |
| | | | A-1-14 | | | |
| | | | A-1-14 | | | |
| | | | A-1-15 | | | |
| | | | A-1-15 | | | |
Article V
REPRESENTATIONS AND WARRANTIES OF THE COMPANY |
| ||||||
| | | | A-1-15 | | | |
| | | | A-1-15 | | | |
| | | | A-1-16 | | | |
| | | | A-1-16 | | | |
| | | | A-1-17 | | | |
| | | | A-1-17 | | | |
| | | | A-1-18 | | | |
| | | | A-1-18 | | |
| | |
Page
|
| |||
| | | | A-1-18 | | | |
| | | | A-1-18 | | | |
| | | | A-1-19 | | | |
| | | | A-1-20 | | | |
| | | | A-1-21 | | | |
| | | | A-1-23 | | | |
| | | | A-1-24 | | | |
| | | | A-1-25 | | | |
| | | | A-1-25 | | | |
| | | | A-1-26 | | | |
| | | | A-1-27 | | | |
| | | | A-1-27 | | | |
| | | | A-1-27 | | | |
| | | | A-1-27 | | | |
| | | | A-1-28 | | | |
| | | | A-1-28 | | | |
| | | | A-1-28 | | | |
Article VI
REPRESENTATIONS AND WARRANTIES OF Holdings, JERSEY MERGER SUB AND DELAWARE MERGER SUB |
| ||||||
| | | | A-1-28 | | | |
| | | | A-1-28 | | | |
| | | | A-1-29 | | | |
| | | | A-1-29 | | | |
| | | | A-1-29 | | | |
| | | | A-1-30 | | | |
| | | | A-1-31 | | | |
| | | | A-1-31 | | | |
| | | | A-1-31 | | | |
Article VII
REPRESENTATIONS AND WARRANTIES OF ACQUIROR |
| ||||||
| | | | A-1-32 | | | |
| | | | A-1-32 | | | |
| | | | A-1-32 | | | |
| | | | A-1-33 | | | |
| | | | A-1-33 | | | |
| | | | A-1-33 | | | |
| | | | A-1-34 | | | |
| | | | A-1-34 | | | |
| | | | A-1-35 | | | |
| | | | A-1-35 | | |
| | |
Page
|
| |||
| | | | A-1-36 | | | |
| | | | A-1-36 | | | |
| | | | A-1-36 | | | |
| | | | A-1-37 | | | |
Article VIII
COVENANTS OF THE COMPANY AND HOLDINGS |
| ||||||
| | | | A-1-37 | | | |
| | | | A-1-39 | | | |
| | | | A-1-39 | | | |
| | | | A-1-40 | | | |
| | | | A-1-40 | | | |
| | | | A-1-40 | | | |
| | | | A-1-40 | | | |
| | | | A-1-41 | | | |
| | | | A-1-41 | | | |
| | | | A-1-41 | | | |
Article IX
COVENANTS OF ACQUIROR |
| ||||||
| | | | A-1-41 | | | |
| | | | A-1-42 | | | |
| | | | A-1-43 | | | |
| | | | A-1-44 | | | |
| | | | A-1-44 | | | |
| | | | A-1-44 | | | |
| | | | A-1-45 | | | |
Article X
JOINT COVENANTS |
| ||||||
| | | | A-1-45 | | | |
| | | | A-1-45 | | | |
| | | | A-1-46 | | | |
| | | | A-1-47 | | | |
| | | | A-1-47 | | | |
| | | | A-1-47 | | | |
Article XI
CONDITIONS TO OBLIGATIONS |
| ||||||
| | | | A-1-48 | | | |
| | | | A-1-48 | | | |
| | | | A-1-49 | | | |
Article XII
TERMINATION/EFFECTIVENESS |
| ||||||
| | | | A-1-49 | | | |
| | | | A-1-50 | | |
| | |
Page
|
| |||
Article XIII
MISCELLANEOUS |
| ||||||
| | | | A-1-51 | | | |
| | | | A-1-51 | | | |
| | | | A-1-51 | | | |
| | | | A-1-52 | | | |
| | | | A-1-52 | | | |
| | | | A-1-52 | | | |
| | | | A-1-52 | | | |
| | | | A-1-52 | | | |
| | | | A-1-52 | | | |
| | | | A-1-53 | | | |
| | | | A-1-53 | | | |
| | | | A-1-53 | | | |
| | | | A-1-53 | | | |
| | | | A-1-53 | | | |
| | | | A-1-53 | | | |
| | | | A-1-54 | | | |
| | | | A-1-54 | | |
|
Signature of authorised signatory
|
| |
Signature of authorised signatory
|
|
|
Print name
|
| |
Print name
|
|
|
Signature of authorised signatory
|
| |
Signature of authorised signatory
|
|
|
Print name
|
| |
Print name
|
|
| Witness to above signatures | | |
Signature
|
|
|
[Address]
|
| |
Print name
|
|
| | | | | A-1-F-1 | | | |
| | | | | A-1-F-1 | | | |
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| | | | | A-1-F-40 | | | |
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| | | | | A-1-F-40 | | |
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Signature of authorised signatory
|
| |
Signature of authorised signatory
|
|
|
Print name
|
| |
Print name
|
|
|
Signature of authorised signatory
|
| |
Signature of authorised signatory
|
|
|
Print name
|
| |
Print name
|
|
| Witness to above signatures | | |
Signature
|
|
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[Address]
|
| |
Print name
|
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| | |
Page
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| |||
| | | | A-3-A-1 | | | |
| | | | A-3-A-1 | | | |
| | | | A-3-A-7 | | | |
| | | | A-3-A-7 | | | |
| | | | A-3-A-7 | | | |
| | | | A-3-A-7 | | | |
| | | | A-3-A-8 | | | |
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| | | | A-3-A-9 | | | |
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| | | | A-3-A-14 | | | |
| | | | A-3-A-14 | | | |
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| | | | A-3-A-15 | | | |
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| | | | A-3-A-16 | | | |
| | | | A-3-A-16 | | | |
| | | | A-3-A-17 | | | |
| | | | A-3-A-17 | | | |
| | | | A-3-A-18 | | |
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Page
|
| |||
Section 7.17
Subsidiary Distributions
|
| | | | A-3-A-18 | | |
Section 7.18
Tax Return Standards
|
| | | | A-3-A-18 | | |
Exhibits | | | |||||
Exhibit A — Form of Joinder Agreement | | | | | | | |
| | | | COMPANY: | |
| | | |
CAMELOT HOLDINGS (JERSEY) LIMITED
|
|
| | | |
By:
Name:
Title: |
|
| | | | TRA REPRESENTATIVE: | |
| | | | ONEX PARTNERS IV LP | |
| | | |
By:
Onex Partners IV GP LP, its General Partner
|
|
| | | |
By:
Onex Partners Manager LP, its Agent
|
|
| | | |
By:
Onex Partners Manager GP ULC, its General Partner
|
|
| | | |
By:
Name:
Title: |
|
| | | | TRA PARTIES: | |
| | | | [TRA PARTY] | |
| | | |
By:
Name:
Title: |
|
| | | | [NAME OF NEW PARTY] | |
| | | |
By:
Name:
Title: |
|
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Acknowledged and agreed
as of the date first set forth above: |
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Camelot Holdings (Jersey) LIMITED
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By:
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| Witness to above signatures | | |
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| | | | Company: | |
| | | | CLARIVATE ANALYTICS PLC | |
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By:
Name:
Title: |
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| | | | Designated Shareholder: | |
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Jerre Stead
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Exhibit No.
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Description
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Included
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Form
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Filing Date
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| 99.2 | | | Consent of Jerre Stead (Director nominee) | | | | | | | | |||
| 99.3 | | | Consent of Anthony Munk (Director nominee) | | | | | | | | |||
| 99.4 | | | Consent of Balakrishnan S. Iyer (Director nominee) | | | | | | | | |||
| 99.5 | | | Consent of Charles E. Moran (Director nominee) | | | | | | | | |||
| 99.6 | | | Consent of Charles J. Neral (Director nominee) | | | | | | | | |||
| 99.7 | | | Consent of Karen G. Mills (Director nominee) | | | | | | | | |||
| 99.8 | | | Consent of Matthew Scattarella (Director nominee) | | | | | | | | |||
| 99.9 | | | Consent of Martin Broughton (Director nominee) | | | | | | | | |||
| 99.10 | | | | | | | | | | ||||
| 99.11 | | | Consent of Nicholas Macksey (Director nominee) | | | | | | | | |||
| 99.12 | | | Consent of Sheryl von Blucher (Director nominee) | | | | | | | | |||
| 99.13 | | | Consent of Amir Motamedi (Director nominee) | | | | | | | | |||
| 99.14 | | | Form of Preliminary Proxy Card | | | | | | | |
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Name
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Title
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Date
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By:
/s/ Jay Nadler
Jay Nadler
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| | Chief Executive Officer (Principal Executive Officer) | | |
April 25, 2019
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By:
/s/ Christine Archbold
Christine Archbold
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| | Chief Accounting Officer (Principal Accounting Officer) | | |
April 25, 2019
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By:
/s/ Richard Hanks
Richard Hanks
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| | Chief Financial Officer (Principal Financial Officer) | | |
April 25, 2019
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By:
*
Konstantin Gilis
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| | Director | | |
April 25, 2019
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By:
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Paul Edwards
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| | Director | | |
April 25, 2019
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*By:
/s/ Stephen Hartman
Stephen Hartman
Attorney-in-fact |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form F-4 of Clarivate Analytics Plc of our report dated February 26, 2019 relating to the financial statements of Camelot Holdings (Jersey) Limited, which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/PricewaterhouseCoopers LLP | |
Philadelphia, Pennsylvania | |
April 25, 2019 |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the use in this Registration Statement on Form F-4 of Clarivate Analytics Plc of our report dated February 26, 2019 relating to the consolidated financial statement of Clarivate Analytics Plc, which appears in this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/PricewaterhouseCoopers LLP | |
Philadelphia, Pennsylvania | |
April 25, 2019 |
Exhibit 23.3
Independent Registered Public Accounting Firm’s Consent
We consent to the inclusion in this Registration Statement of Clarivate Analytics PLC on Amendment No. 4 to Form F-4, File No. 333-229899, of our report dated February 27, 2019, with respect to our audit of the financial statements of Churchill Capital Corp. as of December 31, 2018, and for the period from June 20, 2018 (inception) through December 31, 2018, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum llp
Marcum llp
New York, NY
April 25, 2019