SEC Info - Clarivate Plc - ‘8-K’ for 10/31/22

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Clarivate Plc – ‘8-K’ for 10/31/22

On: Tuesday, 11/1/22, at 7:00am ET · For: 10/31/22 · Accession #: 1104659-22-113181 · File #: 1-38911

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/01/22  Clarivate Plc                     8-K:7,9    10/31/22   12:242K                                   Toppan Merrill/FA

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     31K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML     11K 
 7: R1          Cover                                               HTML     50K 
10: XML         IDEA XML File -- Filing Summary                      XML     12K 
 8: XML         XBRL Instance -- tm2229281d1_8k_htm                  XML     19K 
 9: EXCEL       IDEA Workbook of Financial Reports                  XLSX      8K 
 4: EX-101.DEF  XBRL Definitions -- clvt-20221031_def                XML     74K 
 5: EX-101.LAB  XBRL Labels -- clvt-20221031_lab                     XML    103K 
 6: EX-101.PRE  XBRL Presentations -- clvt-20221031_pre              XML     71K 
 3: EX-101.SCH  XBRL Schema -- clvt-20221031                         XSD     13K 
11: JSON        XBRL Instance as JSON Data -- MetaLinks               27±    35K 
12: ZIP         XBRL Zipped Folder -- 0001104659-22-113181-xbrl      Zip     23K

‘8-K’ — Current Report

This is an HTML Document rendered as filed. [ Alternative Formats ]

iX: C: C: C: C: C: C: C: C: C:

i 0001764046 i false i 00-0000000 0001764046 2022-10-31 2022-10-31 0001764046 us-gaap:CommonStockMember 2022-10-31 2022-10-31 0001764046 us-gaap:SeriesAPreferredStockMember 2022-10-31 2022-10-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM i 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): November 1, 2022 ( i October 31, 2022)

i CLARIVATE PLC

(Exact name of registrant as specified in its charter)

i Jersey, Channel Islands

(State or other jurisdiction of incorporation)

i 001-38911		N/A
(Commission File Number)		(I.R.S. Employer Identification No.)

i 70 St. Mary Axe

i London i EC3A 8BE
i United Kingdom

(Address of principal executive offices)

Not applicable

(Zip Code)

( i 44) i 207 433 4000

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
i Ordinary shares, no par value	i CLVT	i New York Stock Exchange
i 5.25% Series A Mandatory Convertible Preferred Shares, no par value	i CLVT PR A	i New York Stock Exchange

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

Emerging growth company i ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01.

Regulation FD Disclosure.

On November 1, 2022, Clarivate Plc (the “Company” or “Clarivate”) issued a press release announcing that it has successfully completed the previously announced divestiture of MarkMonitor™ to Newfold Digital (“Newfold”). Clarivate expects to use the net cash proceeds it receives from the $302.5 million sale price, $10.6 million of which is expected to be received after completing deferred closings in certain foreign jurisdictions, to reduce its outstanding debt.

The press release is furnished as Exhibit 99.1 hereto and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

No.		Description
99.1		Press Release, dated November 1, 2022.
104		Cover page of this Current Report on Form 8-K formatted in Inline XBRL.

SIGNATURE

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

	CLARIVATE PLC


Date: November 1, 2022	By: /s/ *Jonathan Collins*
	Name: Jonathan Collins
	Title: Executive Vice President and Chief Financial Officer

Dates Referenced Herein

This ‘8-K’ Filing	Date	Other Filings

Filed on:	11/1/22	None on these Dates
For Period end:	10/31/22
		List all Filings

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Filing Submission 0001104659-22-113181 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)