Blog: CLARIVATE PLC : Regulation FD Disclosure, Other Events, Financial Statements and Exhibits (form 8-K) –

Item 7.01. Regulation FD Disclosure.

On September 12, 2022, Clarivate Plc (the “Company” or “Clarivate”) issued
a press release announcing the transaction described under Item 8.01 below,
which 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

Item 8.01. Other Events.

On September 9, 2022, Camelot UK Bidco Limited, a wholly owned indirect
subsidiary of the Company, entered into a definitive agreement with Newfold
Digital, Inc. (the “Buyer”) to sell the Company’s MarkMonitor domain management
business to the Buyer for an aggregate purchase price of approximately $302.5
million. The agreement contemplates delayed closings in China and Japan pending
completion of certain country-specific closing conditions. Of the purchase
price, $292.5 million will be payable at the initial closing, subject to certain
adjustments, and $10 million will be payable upon the completion of all deferred
closings. The initial closing is expected to occur in the fourth quarter of
2022, subject to the receipt of required regulatory approvals and the
satisfaction of other customary closing conditions.

Forward-Looking Statements

This report contains “forward-looking statements” as defined in the Private
Securities Litigation Reform Act of 1995. Forward-looking statements are neither
historical facts nor assurances of future performance. Instead, they are based
only on management’s current beliefs, expectations, and assumptions regarding
our ability to close the transaction and to realize the expected synergies of
the transaction, as well as the future of our business, future plans and
strategies, projections, anticipated events and trends, the economy, and other
future conditions. Because forward-looking statements relate to the future, they
are difficult to predict and many are outside of our control. Important factors
that could cause our actual results and financial condition to differ materially
from those indicated in the forward-looking statements are discussed under the
caption “Risk Factors” in our 2021 Annual Report on Form 10-K, along with our
other filings with the Securities and Exchange Commission (“SEC”). However,
those factors should not be considered to be a complete statement of all
potential risks and uncertainties. Additional risks and uncertainties not known
to us or that we currently deem immaterial may also impair our business
operations. Forward-looking statements are based only on information currently
available to our management and speak only as of the date of this report. We do
not assume any obligation to publicly provide revisions or updates to any
forward-looking statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws. Please consult our public
filings with the SEC or our website at

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

  No.                                     Description
  99.1        Press Release, dated September 12, 2022.
  104       Cover page of this Current Report on Form 8-K formatted in Inline XBRL.

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