Toggle SGML Header (+)


Section 1: F-1 (F-1)

tv536989-f1 - none - 59.245439s
TABLE OF CONTENTS
As filed with the Securities and Exchange Commission on February 3, 2020.
Registration No. 333-      ​
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CLARIVATE ANALYTICS PLC
(Exact Name of Registrant as Specified in Its Charter)
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)
Friars House, 160 Blackfriars Road
London SE1 8EZ
United Kingdom
Telephone: +44 207 4334000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Vistra USA, LLC
888 Seventh Avenue, 5th Floor
New York, New York 10106
Telephone: (212) 500-6259
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Joseph A. Hall
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, New York 10017
Telephone: (212) 450-4000
Daniel J. Bursky
Meredith L. Mackey
Fried, Frank, Harris, Shriver & Jacobson LLP
One New York Plaza
New York, New York 10004
Phone: (212) 859-8000
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☒
†   The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
CALCULATION OF REGISTRATION FEE
Title of Each Class
of Securities to Be Registered
Proposed Maximum
Aggregate Offering Price(1)(2)
Amount of
Registration Fee
Ordinary shares
$ 487,370,000 $ 63,261
(1)
Includes the estimated dollar value of ordinary shares granted pursuant to the underwriters’ option to purchase additional shares.
(2)
Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CONTENTS
The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement files with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion
Dated February  3, 2020
PROSPECTUS
[MISSING IMAGE: 402616886_lg_clarivate-analytics.jpg]
20,000,000 Ordinary Shares
CLARIVATE ANALYTICS PLC
(incorporated in Jersey, Channel Islands)
This is a public offering of 20,000,000 ordinary shares of Clarivate Analytics Plc, a public limited company incorporated under the laws of Jersey, Channel Islands (“Clarivate”). We intend to use the net proceeds we receive from this offering to fund a portion of the cash consideration for the DRG Acquisition (as defined herein) and to pay related fees and expenses. This offering is not conditioned on consummation of the DRG Acquisition. If the DRG Acquisition is not consummated for any reason, we intend to use the net proceeds to repay outstanding indebtedness.
Our ordinary shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “CCC.” On January 31, 2020, the last reported sale price of our ordinary shares on NYSE was $20.16.
Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Investing in our ordinary shares involves risks. See “Risk Factors” beginning on page 21 of this prospectus.
Per Share
Total
Public offering price
$     $    
Underwriting discounts and commissions(1)
$ $
Proceeds to Clarivate, before expenses
$ $
(1)
See “Underwriting” for a description of all compensation payable to the underwriters.
We have granted the underwriters the right to purchase up to an additional 3,000,000 ordinary shares, within 30 days from the date of this prospectus, at the public offering price, less underwriting discounts and commissions.
The underwriters expect to deliver the ordinary shares to purchasers on or about February    , 2020, through the book-entry facilities of The Depository Trust Company.
Joint Bookrunners
Citigroup Goldman Sachs & Co. LLC
RBC Capital Markets
BofA Securities
Barclays​
The date of this prospectus is February    , 2020

TABLE OF CONTENTS
TABLE OF CONTENTS
Page
1
15
17
21
51
53
54
56
58
59
60
70
122
137
148
151
153
173
175
183
188
189
189
189
190
F-1
Neither we nor the underwriters have authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. Neither we nor the underwriters take responsibility for, or can provide any assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date, regardless of the time of delivery of this prospectus or of any sale of our ordinary shares.
Unless otherwise stated or the context requires, information in this prospectus does not give effect to the DRG Acquisition.
For investors outside the United States:   Neither we nor the underwriters have done anything that would permit our offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of ordinary shares and the distribution of this prospectus outside the United States.
i

TABLE OF CONTENTS
FREQUENTLY USED TERMS
Unless otherwise stated in this prospectus or the context otherwise requires, references to:
“2016 Transaction” are to the separation of our business from Thomson Reuters;
“2016 Transition” are to our transition to a standalone company following the closing of the 2016 Transaction;
“2019 Transaction” are to the Mergers, together with the other transactions contemplated thereby;
“2026 Notes” are to the 4.50% Senior Secured Notes due 2026 issued by Camelot Finance S.A. and guaranteed by certain of the Company’s subsidiaries;
“ACV” or “annualized contract value” are to the annualized value for a 12-month period following a given date of all subscription-based client license agreements, assuming that all license agreements that come up for renewal during that period are renewed;
“annual revenue renewal rates” are to the metric used to determine renewal levels by existing customers across all of our subscription product lines, which is a leading indicator of subscription renewal trends, which impact our ACV and results of operations, and is calculated for a given period by dividing (a) the annualized dollar value of existing subscription product license agreements that are renewed during that period, including the value of any product downgrades, by (b) the annualized dollar value of existing subscription product license agreements;
“APAC” are to Australia, Brunei Darussalam, Cambodia, China, East Timor, Fiji, French Polynesia, Guam, Hong Kong, Indonesia, Japan, Kiribati, Macau, Malaysia, Maldives, Micronesia, Mongolia, Myanmar (Burma), New Caledonia, New Zealand, Papua New Guinea, Philippines, Samoa, Singapore, Solomon Islands, South Korea, Taiwan, Thailand, Thailand — BOI, Thailand — Non BOI, Tonga, Vanuatu and Vietnam;
“articles of association” are to Clarivate’s amended and restated memorandum of association and amended and restated articles of association adopted in connection with the consummation of the 2019 Transaction;
“Baring” are to the affiliated funds of Baring Private Equity Asia Pte Ltd that from time to time hold our ordinary shares;
“CAGR” are to compound annual growth rate;
“Camelot” are to Camelot Holdings (Jersey) Limited, a private limited company incorporated under the laws of Jersey, Channel Islands;
“Churchill” are to Churchill Capital Corp, a Delaware corporation;
“Churchill IPO” are to the initial public offering by Churchill that closed on September 11, 2018;
“Clarivate warrants” are to the warrants exercisable to purchase ordinary shares of Clarivate following the conversion of Churchill’s existing warrants in the Mergers;
“common stock” are to Churchill’s Class A common stock and Class B common stock;
“Credit Agreement” are to our credit agreement, dated as of October 31, 2019, that governs the Term Loan Facility and the Revolving Credit Facility, as amended and/or supplemented from time to time;
“Credit Facilities” are to the Revolving Credit Facility and the Term Loan Facility entered into in connection with the Refinancing Transactions;
“December Offering” are to the public offering in December 2019 of 49,680,000 of the Company’s ordinary shares by affiliated funds of Onex and Baring, at $17.25 per share;
“Delaware Merger” are to the merger of Delaware Merger Sub with and into Churchill, with Churchill being the surviving entity in such merger;
“Delaware Merger Sub” are to CCC Merger Sub, Inc., a Delaware corporation;
ii

TABLE OF CONTENTS
“Director Nomination Agreement” are to the Director Nomination Agreement entered into between Clarivate and Jerre Stead at the closing of the 2019 Transaction;
“DRG Acquisition” are to the transactions contemplated by the DRG Agreement;
“DRG Agreement” are to the Share Purchase Agreement (together with all schedules and exhibits thereto and other agreements contemplated thereby) entered into as of January 17, 2020 by and among PEL-DRG Dutch Holdco B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, Piramal Enterprises Limited, a corporation organized under the laws of the Republic of India, Clarivate Analytics (US) Holdings Inc., a corporation organized pursuant to the laws of the State of Delaware, Clarivate Analytics (Canada) Holdings Corp., a corporation organized pursuant to the laws of the Province of Ontario, Camelot UK Bidco Limited, a private company limited by shares incorporated under the laws of England and Wales, Clarivate Analytics (Singapore) Pte. Ltd., a private company limited by shares incorporated in the Republic of Singapore, and, for certain limited purposes, Clarivate Analytics Plc, a corporation organized pursuant to the laws of Jersey;
“DRG” or “Decision Resources Group” are to, collectively, Millennium Research Group Inc., a corporation incorporated under the laws of the Province of Ontario, DRG Singapore Pte. Ltd., a private company limited by shares incorporated in the Republic of Singapore, Decision Resources Group UK Limited, a private company limited by shares incorporated under the laws of England and Wales, and DRG Holdco Inc., a Delaware limited liability company;
“Emerging Markets” are to Afghanistan, Algeria, Angola, Anguilla, Antigua and Barbuda, Argentina, Armenia, Aruba, Azerbaijan, Bahamas, Bahrain, Bangladesh, Barbados, Belarus, Belize, Benin, Bermuda, Bhutan, Bolivia, Botswana, Brazil, British Virgin Islands, Burundi, Cameroon, Cape Verde, Cayman Islands, Central African Republic, Chile, Colombia, Comoros, Costa Rica, Cuba, Curacao, Cyprus, Democratic Republic of Congo, Djibouti, Dominica, Dominican Republic, Dutch Antilles, Ecuador, Egypt, El Salvador, Equatorial Guinea, Ethiopia, Gabon, Gambia, Georgia, Ghana, Grenada, Guatemala, Guinea, Guyana, Haiti, Honduras, India, Iran, Iraq, Jamaica, Jordan, Kazakhstan, Kenya, Kuwait, Kyrgyzstan, Lebanon, Lesotho, Liberia, Libya, Madagascar, Malawi, Malta, Mauritius, Mexico, Middle East, Montserrat, Morocco, Mozambique, Namibia, Nepal, Nicaragua, Niger, Nigeria, Oman, Other Africa, Pakistan, Panama, Paraguay, Peru, Puerto Rico, Qatar, Russia, Rwanda, Saint Kitts and Nevis, Saint Lucia, Saudi Arabia, Senegal, Seychelles, South Africa, Sri Lanka, St. Vincent and the Grenadines, Suriname, Syria, Tanzania, Trinidad and Tobago, Tunisia, Turkey, Turkmenistan, Turks and Caicos Islands, Uganda, Ukraine, United Arab Emirates, Uruguay, Uzbekistan, Venezuela, Yemen, Zambia and Zimbabwe;
“Europe” are to Albania, Andorra, Austria, Belgium, Bosnia And Herzegovina, Bulgaria, Croatia, Czech Republic, Denmark, England, Estonia, Finland, France, Germany, Gibraltar, Greece, Guernsey, Hungary, Iceland, Ireland, Isle of Man, Israel, Italy, Jersey, Latvia, Liechtenstein, Lithuania, Luxembourg, Macedonia, Moldova, Monaco, Montenegro, Netherlands, Northern Ireland, Norway, Poland, Portugal, Romania, San Marino, Scotland, Serbia, Slovakia, Slovenia, Spain, Sweden, Switzerland, and Wales;
“founders” are to Jerre Stead, Michael S. Klein, Sheryl von Blucher, Martin Broughton, Karen G. Mills, Balakrishnan S. Iyer, M. Klein Associates, Inc., The Iyer Family Trust dated 1/25/2001, Mills Family I, LLC and K&BM LP;
“founder shares” are to the 18,750,000 ordinary shares of Clarivate issued to the sponsor upon consummation of the 2019 Transaction and distributed to the founders and Garden State;
“GAAP” are to U.S. generally accepted accounting principles;
“Garden State” are to Garden State Capital Partners LLC, a Delaware limited liability company, in which Michael Klein holds an equity interest and is the managing member;
“Indenture” are to the indenture dated October 31, 2019 among Camelot Finance S.A., as issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, governing the 2026 Notes;
iii

TABLE OF CONTENTS
“Initial Shares” are to the ordinary shares of Clarivate issued to the Shareholder Group in connection with the Mergers in respect of founder shares;
“Jersey Merger” are to the merger of Jersey Merger Sub with and into Camelot, with Camelot being the surviving entity in such merger;
“Jersey Merger Sub” are to Camelot Merger Sub (Jersey) Limited, a private limited company incorporated under the laws of Jersey, Channel Islands;
“LTM Period” are to the twelve-month period ended September 30, 2019;
“Merger Agreement” are to the Agreement and Plan of Merger, as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated February 26, 2019 and Amendment No. 2 to the Agreement and Plan of Merger, dated March 29, 2019 by and among Churchill, Clarivate Delaware Merger Sub, Jersey Merger Sub, and the Company;
“Mergers” are to the Jersey Merger and the Delaware Merger;
“North America” are to Canada and the United States;
“Onex” are to the affiliates of Onex Partners Advisor LP that from time to time hold our ordinary shares;
“Prior Credit Agreement” are to the credit agreement dated as of October 3, 2016 entered into by certain subsidiaries of Camelot that governed the Prior Term Loan Facility and the Prior Revolving Credit Facility, which was replaced by the Credit Agreement;
“Prior Credit Facilities” are to the Prior Revolving Credit Facility and the Prior Term Loan Facility;
“Prior Indenture” are to the indenture that governed our Prior Notes;
“Prior Notes” are to the 7.875% senior notes due 2024 issued by Camelot Finance S.A., which were refinanced by the 2026 Notes;
“Prior Revolving Credit Facility” are to the $175 million revolving credit facility which was governed by the Prior Credit Agreement and replaced by the Revolving Credit Facility;
“Prior Term Loan Facility” are to the $1.55 billion term loan facility which was governed by the Prior Credit Agreement and replaced by the Term Loan Facility;
“private placement warrants” are to the warrants to purchase 18,300,000 ordinary shares of Clarivate issued to the sponsor and certain third party investors upon consummation of the 2019 Transaction. The 18,087,826 warrants issued to the sponsor were distributed to the founders and Garden State;
“public warrants” are to Churchill’s warrants sold as part of the units in the Churchill IPO (whether they were purchased in the Churchill IPO or thereafter in the open market);
“Refinancing Transactions” are to the issuance of the 2026 Notes and the closing of the Credit Facilities;
“Registration Rights Agreement” are to the Amended and Restated Registration Rights Agreement entered into at the closing of the 2019 Transaction among Clarivate, Churchill, the sponsor, the founders, Garden State, Onex and Baring;
“Revolving Credit Facility” are to our $250.0 million revolving credit facility, which is governed by the Credit Agreement;
“SEC” are to the Securities and Exchange Commission;
“September Offering” are to the public offering in September 2019 of 39,675,000 of the Company’s ordinary shares by affiliated funds of Onex and Baring, together with certain other shareholders, at $16.00 per share;
“Shareholders Agreement” are to the Amended and Restated Shareholders Agreement of Camelot, dated January 14, 2019, entered into among Camelot, Clarivate, Onex and Baring;
iv

TABLE OF CONTENTS
“Shareholder Group” means, collectively, Jerre Stead, Michael Klein, Sheryl von Blucher and each of their respective permitted transferees which beneficially own ordinary shares from time to time;
“sponsor” are to Churchill Sponsor LLC, a Delaware limited liability company in which certain of Churchill’s directors and officers hold membership interests;
“Sponsor Agreement” are to the letter agreement, dated January 14, 2019, as amended, among Churchill, Camelot, us, sponsor, the founders and Garden State;
“Tax Receivable Agreement” are to the tax receivable agreement entered into by Camelot with Onex and Baring prior to the consummation of the 2019 Transaction, which was terminated by the TRA Buyout Agreement;
“Term Loan Facility” are to our $900.0 million term loan facility, which is governed by the Credit Agreement;
“Thomson Reuters” are to Thomson Reuters Corporation and its controlled entities;
“TRA Buyout Agreement” are to the Buyout Agreement entered into on August 21, 2019 among Camelot and Onex Partners IV LP, a Cayman Islands exempted limited partnership;
“Transition Services Agreement” are to the Transition Services Agreement, dated July 10, 2016, between Thomson Reuters U.S. LLC and Camelot UK Bidco Limited, our indirect, wholly owned subsidiary, as amended;
“warrants” are to the public warrants and the private placement warrants; and
“we,” “us,” “our,” “Clarivate” or “the Company” are to Clarivate Analytics Plc, a public limited company incorporated under the laws of Jersey, Channel Islands.
TRADEMARKS, TRADE NAMES AND SERVICE MARKS
Clarivate and its subsidiaries own or have rights to trademarks, trade names and service marks that they use in connection with the operation of their business. In addition, their names, logos and some of our domain names are their trademarks or service marks. Other trademarks, trade names and service marks appearing in this prospectus are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this prospectus are listed without the applicable ®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.
v

TABLE OF CONTENTS
SUMMARY
This summary highlights information contained elsewhere in this prospectus. This summary may not contain all the information that may be important to you, and we urge you to read this entire prospectus carefully, including the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and our financial statements and notes thereto included elsewhere in this prospectus, before deciding to invest in our ordinary shares. Some of the statements in this prospectus constitute forward-looking statements that involve risks and uncertainties. See “Cautionary Statement Regarding Forward-Looking Statements” for more information.
Overview
We are a leading global information services and analytics company serving the scientific research, intellectual property and life sciences end-markets. We provide structured information and analytics to facilitate the discovery, protection and commercialization of scientific research, innovations and brands. Our product portfolio includes well-established, market-leading brands such as Web of Science, Derwent Innovation, Cortellis, CompuMark and MarkMonitor. We believe that our flagship products hold a #1 or #2 global position by revenues across the respective markets they serve, including abstracting and indexing databases, life science regulatory and competitive intelligence and intellectual property protection (including patent, trademarks and brand protection). We serve a large, diverse and global customer base. As of December 31, 2018, we served over 40,000 entities in more than 180 countries, including the top 30 pharmaceutical companies by revenues and 40 global patent and trademark offices. We believe the strong value proposition of our content, user interfaces, visualization and analytical tools, combined with the integration of our products and services into customers’ daily workflows, leads to our substantial customer loyalty as evidenced by their high propensity to renew their subscriptions with us.
Our structure is comprised of two product groups: Science and Intellectual Property (“IP”). The Science Group consists of the Web of Science product lines and Life Science product lines. The IP Group consists of the Derwent, Compumark and MarkMonitor brands. This structure enables a sharp focus on cross-selling opportunities within the markets we serve and provides substantial scale.
Corporations, government agencies, universities, law firms and other professional services organizations around the world depend on our high-value, curated content, analytics and services. Unstructured data has grown exponentially over the last decade. This trend has resulted in a critical need for unstructured data to be meaningfully filtered, analyzed and curated into relevant information that facilitates key operational and strategic decisions made by businesses, academic institutions and governments worldwide. Our highly curated, proprietary information created through our sourcing, aggregation, verification, translation and categorization of data has resulted in our solutions being embedded in our customers’ workflow and decision-making processes.
For the LTM Period, we generated approximately $964.7 million of revenues. We generate recurring revenues through our subscription-based model, which accounted for 82% of our revenues for the LTM Period. In each of the past two fiscal years, we have also achieved annual revenue renewal rates in excess of 90%. No single customer accounted for more than 1% of revenues and our ten largest customers represented only 5% of revenues for the LTM Period.
The following charts illustrate our revenues for the LTM Period by group, type and geography:
[MISSING IMAGE: 402616886_tv536804-pc_revenue4c.jpg]
1

TABLE OF CONTENTS
Our Products
Our product portfolio is summarized below.(1)
[MISSING IMAGE: 402616886_tv536804-fc_product4c.jpg]
Our Strategy
The Clarivate management team, led by Executive Chairman and Chief Executive Officer Jerre Stead, is implementing a transformation strategy designed to improve operations, increase cash flow and accelerate revenues growth. The 2016 Transaction and the 2016 Transition to standalone operations have required extensive management time and focus and involved significant expenditures, including sizeable payments to Thomson Reuters under the Transition Services Agreement. We believe our recently completed transition to a standalone company positions us to implement our transformation strategy and to improve our below-average productivity compared to leaders in the information services sector, such as IHS Markit, on a revenues per employee basis and in terms of Adjusted EBITDA margins.
Under Mr. Stead’s leadership, we are embarking on a race to deliver excellence to the markets we serve and continue our evolution as a world-class organization. As we move forward, the focus will be on three basic principles: focus, simplify and execute. This means:
1.
Focusing on our core capabilities and the greatest opportunities for growth.
2.
Simplifying our organization and processes. The focus on two product groups will be the driver for streamlining our operations.
3.
Relentlessly driving execution of our strategy and growth plans.
These changes will help us operate with greater focus and urgency. They will ensure that we put our clients first, drive accountability throughout the organization, accelerate decision-making and promote consistency. These tenets will enable us to deliver long-term, sustainable growth.
With a proven operational playbook, we have quickly pursued initiatives to set ourselves on a growth trajectory. Our results for the first nine months of 2019 are the first proof points that our transformation is underway.
2

TABLE OF CONTENTS
[MISSING IMAGE: 402616886_tv536804-fc_proven4c.jpg]
Operational Improvement Initiatives
We are in the process of implementing several cost-saving and margin improvement initiatives designed to generate substantial incremental cash flow. We have engaged a strategic consulting firm to assist us in optimizing our structure and cost base. The focus of these initiatives is to identify significant cost reductions to be implemented over the next several quarters, enabling us to deliver margins consistent with those of our peer group. Some examples include:

decreasing costs by simplifying organizational structures and rationalizing general and administrative functions to enhance a customer-centric focus;

using artificial intelligence and the latest technologies to reduce costs and increase efficiencies for content sourcing and curation;

moving work performed by contractors in-house to best-cost geographic locations, particularly India, where we have significant scale that can be leveraged;

achieving headcount productivity benchmarks and operational efficiency metrics based on alignment with quantified sector leader benchmarks;

expanding existing operations in best-cost geographic locations, aligning with business objectives;

minimizing our real estate footprint by reducing facility locations substantially over the next three years; and

divesting non-core assets.
Revenues Growth Initiatives
We believe a significant opportunity exists for us to accelerate revenues growth by increasing the value of our products and services, developing new products, cross-selling certain products and optimizing sales force productivity. Actions to achieve such revenues growth are expected to include:

developing new value-added products and services;
3

TABLE OF CONTENTS

delivering an enhanced client experience through ongoing renovations to our products’ user interface and user experience;

offering additional analytics that enhance existing products and services;

moving up the value chain by providing our clients with predictive and prescriptive analytics, allowing for stronger growth and higher retention rates;

expanding our footprint with new and existing customers, with significant opportunity for growth in APAC and Emerging Markets;

broadening our consulting capabilities, in particular in the Science Group, where there is considerable opportunity for us to deliver high value consulting services to drive significant revenues growth;

optimizing product pricing and packaging based on customer needs;

increasing sales force focus on large accounts;

expanding our inside sales capability to improve account coverage; and

restructuring our incentive plans to drive new business, as well as cross-selling among similar products and overlapping buying centers.
The above actions are part of an overarching effort to improve retention rates and new business growth rates to best-in-class levels across our portfolio.
Pursue Acquisition Opportunities
Given the fragmented nature of the broader information services industry, we track and, where appropriate, will continue to pursue opportunities across our product groups. In 2017 and 2018, we completed three small add-on acquisitions to augment our existing portfolio of assets and provide additional datasets and services for our customers. Our completed acquisitions include Publons and Kopernio in Science and TrademarkVision and SequenceBase in IP. On November 27, 2019 we also completed the acquisition of Darts-ip. These acquisitions are being fully integrated into our platform, and we believe they have already provided additional value to our customers. Finally, on January 17, 2020, we entered into an agreement to acquire Decision Resources Group. See “— Recent Developments —
Agreement to Acquire Decision Resources Group” for additional details.
We are evaluating additional acquisition opportunities to supplement our existing platform and enable us to enter new markets. Our focus is on disciplined and accretive investments that leverage our core strengths and enhance our current product, market, geographic and customer strategies. We believe the combination of Mr. Stead’s successful acquisition track record and our scale and status as a global information services leader uniquely positions us to create value through additional acquisitions.
Positive Sector Dynamics Support Our Trajectory
We operate in the global information services and analytics sector, which is experiencing robust growth due to many factors. Data and analytics have become critical inputs into broader corporate decision-making in today’s marketplace, and companies and institutions are seeking services like ours to enhance the predictive nature of their analysis. In addition to greater demand for our services, rapid innovation within our customers’ businesses has created new use cases for our services. Third-party industry reports estimate the global data and analytics market will grow from $155 billion in 2018 to $219 billion by 2021, a 12.1% CAGR over the period. This represents the target addressable market across verticals that have a need for data and analytical services.
4

TABLE OF CONTENTS
[MISSING IMAGE: 402616886_tv536804-bc_large4c.jpg]
Customers of data and analytics products continue to approach complex business decisions in new ways. We believe that these customers are placing greater emphasis and value on the ability to embed predictive and prescriptive analytics into their decision-making processes. These customers are using smart data to anticipate what will happen in the future, as opposed to using historical data to study what has happened in the past. As such, we are investing in these critical, forward-facing products and solutions. We believe offering these types of products will increase the value clients place on our products, allow for stronger growth and open new addressable markets, as illustrated below.
Significant Move Up the Value Chain with Smart Data Offerings
[MISSING IMAGE: 402616886_tv536804_chrt-org.jpg]
Our Competitive Strengths
Leading Market Positions in Attractive and Growing Global Markets
We offer a collection of high-quality, market-leading information and analytic products and solutions serving the intellectual property, scientific research and life sciences end-markets. Through our products and services, we address the large and growing demand from corporations, government agencies, universities, law firms and other professional services organizations worldwide for comprehensive, industry-specific content and analytical tools to facilitate the discovery, development, protection, commercialization and measurement of scientific research, innovations and brands. We believe that our flagship products hold a #1 or #2 global position by revenue across the respective markets they serve, including abstracting and indexing databases, life science regulatory and competitive intelligence and intellectual property protection (including patent, trademarks and brand protection). We also believe that the outlook for growth in each of our product lines is compelling because of customer demand for curated high-quality data, underpinned by favorable end-market trends, such as rising global R&D spending, growing demand for information services in emerging markets, the acceleration of e-commerce and the increasing number of patent and trademark applications.
5

TABLE OF CONTENTS
A Trusted Partner Delivering Highly Curated Content Embedded Within Customer Workflows
We believe the substantial increase in unstructured data over the last decade has increased the importance of our proprietary, curated databases to our customers. This trend has resulted in a critical need for unstructured data to be meaningfully filtered, analyzed and curated into relevant information that facilitates key operational and strategic decisions made by businesses, academic institutions and governments worldwide. Our suite of branded information and analytic solutions provides access to content that has been collected, curated and standardized over decades, making our products and services highly valued and increasingly important for our customers. Our content curation and editorial teams include over 950 employees, approximately half of whom have master’s degrees or PhDs in technical fields as of December 31, 2018, who clean, analyze and classify unstructured data to ensure high-quality content and an enhanced user experience. We believe our solutions and commitment to excellence provide us with a significant advantage in both retaining existing and attracting new customers.
Attractive Business Model with Strong Free Cash Flow Profile
Approximately 82% of revenues for the LTM Period were generated through annual or multi-year subscription agreements. In addition, we have been able to achieve annual revenues renewal rates in excess of 90% over the past two fiscal years. We believe our business has strong and attractive free cash flow characteristics due to our highly visible and recurring subscription revenues stream, attractive Adjusted EBITDA margins, low capital expenditure requirements and favorable net working capital characteristics. Anticipated revenues growth, margin improvement, the completion of our separation from Thomson Reuters and effective working capital management are expected to result in strong free cash flow generation. We believe this will create capacity to invest further into the business so that we can grow and maximize shareholder returns.
Diversified Product Lines with Longstanding Customer Relationships
We believe that the diversified nature of our product lines enhances the stability of our entire platform as we are not dependent on any one end-market, product, service or customer. We serve a large, diverse and global customer base, and as of December 31, 2018, we served over 40,000 entities in more than 180 countries, including the top 30 pharmaceutical companies by revenues and 40 global patent and trademark offices. No single customer accounted for more than 1% of revenues and our ten largest customers represented only 5% of revenues for the LTM Period. We believe the strong value proposition offered by our content, combined with the integration of our products and services into our customers’ daily workflows and decision-making processes, leads to substantial customer loyalty. Our relationships with our top 50 customers by revenues span an average tenor of over 15 years. Our diverse global footprint is highlighted by the distribution of our revenues for the LTM Period by geography: North America (46%), Europe (25%), APAC (22%) and Emerging Markets (7%).
Resilience Through Economic Cycles
We believe our business is resilient across economic cycles because our products and services are an integral part of our customers’ decision-making processes. We believe multi-year agreements also help to maintain this resiliency. During the most recent economic downturn, three of our key products — Web of Science, Cortellis and Derwent Innovation — realized year-over-year revenues increases from 2008 to 2009. In addition, our diverse global footprint reduces our exposure to national and regional economic downturns. Our performance is largely due to the sectors we serve and the deep integration of our products with our customers’ workflows, which provides for a resilient business model even during an economic downturn.
Proven and Experienced Leadership
Mr. Stead is a proven business operator with demonstrated success in shareholder value creation. He has served in an executive capacity at several Fortune 500 companies, most notably as Chief Executive Officer of IHS Markit. At Clarivate, Mr. Stead brings his decades of expertise in the information services sector to guide a talented and experienced management team sourced from world-class, global companies, most of whom have decades of experience in their respective areas of expertise.
6

TABLE OF CONTENTS
Recent Developments
Agreement to Acquire Decision Resources Group
On January 17, 2020, we entered into the DRG Agreement and certain other agreements to acquire Decision Resources Group, a premier provider of high-value data, analytics and insights products and services to the healthcare industry, from Piramal Enterprises Limited, which is a part of global business conglomerate Piramal Group.
The aggregate consideration to be paid in connection with the closing of the DRG Acquisition is expected to be approximately $950 million, comprised of  $900 million in cash payable on the closing date and approximately $50 million in Clarivate ordinary shares to be issued to Piramal Enterprises Limited following the one-year anniversary of closing. We expect the DRG Acquisition to close in the first quarter of 2020, subject to customary closing conditions and regulatory approvals, which include approval by the shareholders of Piramal Enterprises Limited.
We expect the DRG Acquisition to be accretive to our earnings in 2020 with opportunities for significant revenue and cost synergies. DRG generated $207 million of revenues in 2019, as compared with $189 million of revenues in 2018 (representing approximately 9% growth). In 2019, DRG also had a net loss of  $21.7 million and Adjusted EBITDA of  $47.6 million. We expect to achieve cost synergies of approximately $30 million within the first 18 months after the transaction closes, which in addition to revenue synergies, is expected to drive DRG’s financial performance and expand its Adjusted EBITDA margin towards the Clarivate target of over 40%. See “— Reconciliation of DRG Adjusted EBITDA to Net (Loss)” for additional discussion of DRG’s Adjusted EBITDA and Adjusted EBITDA Margin, and a reconciliation of DRG’s Adjusted EBITDA to DRG’s most directly comparable GAAP measure. See “Risk Factors — We may not be able to achieve the expected benefits of the DRG Acquisition, including anticipated revenue and cost synergies, and costs associated with achieving synergies or integrating DRG may exceed our expectations.”
In connection with the DRG Acquisition, we have secured a backstop of the full amount of the $900.0 million of cash consideration payable, in the form of a $950.0 million senior unsecured bridge facility commitment from affiliates of the underwriters. See “Underwriting.” We intend to finance a portion of the cash consideration, subject to market conditions and other factors, with the net proceeds from this offering. We anticipate that the portion of the cash consideration that is not funded through this offering will be funded through the incurrence of additional indebtedness. This offering is not conditioned upon the consummation of the DRG Acquisition, and we cannot assure you that we will consummate the DRG Acquisition on the terms described herein or at all. If the DRG Acquisition is not consummated for any reason, we intend to use the net proceeds from this offering to repay outstanding indebtedness. See “Risk Factors — We may not consummate the DRG Acquisition, and this offering is not conditioned on the consummation of the DRG Acquisition.”
Reconciliation of DRG Adjusted EBITDA to Net (Loss)
Set forth below is a reconciliation of DRG Adjusted EBITDA, which is a non-GAAP financial measure, to DRG’s net (loss), for each of the periods presented. DRG’s results for the fiscal year ended December 31, 2019 have not been audited or reviewed, and the audited consolidated financial statements of DRG for the fiscal year ended December 31, 2019 are not yet available. As such, these unaudited results are inherently uncertain and subject to change, and we undertake no obligation to update or revise the unaudited results set forth in this prospectus as a result of new information, future events or otherwise, except as otherwise required by law. The non-GAAP financial information is presented for supplemental informational purposes only, and should not be considered a substitute for financial information presented in accordance with GAAP, and may be different from similarly-titled non-GAAP measures used by other companies. These unaudited results may differ from actual, audited results. Actual, audited results remain subject to the completion of DRG’s fiscal year-end closing process which includes a final review by DRG’s management. During the course of the preparation of the financial statements and related notes and DRG’s final review, additional items that require material adjustments to the unaudited financial information presented below may be identified. Therefore, you should not place undue reliance upon these unaudited financial results.
7

TABLE OF CONTENTS
The financial results for the periods presented below have been prepared by, and are the responsibility of, DRG’s management. While DRG’s financial statements are prepared in accordance with GAAP, they do not reflect all of the adjustments that would be required to be presented in order for such financial statements to comply with the requirements of Regulation S-X under the Securities Act, and may not reflect the adoption of all accounting standards that would be required if DRG were part of a U.S. public company during the periods presented. These financial results are also incomplete in that they do not reflect the operations of DRG Holdco Inc. and Piramal IPP Holdings LLC, which we will acquire as part of the DRG Acquisition; however we do not believe that the inclusion of the results of these entities would have any material impact on DRG’s financial results for either of the periods presented.
We include non-GAAP measures in this prospectus, including DRG Adjusted EBITDA, because they are a basis upon which DRG’s management has assessed, and on which our management will assess, DRG’s performance and are believed to be reflective of the underlying trends and indicators of DRG’s business. These measures are not a substitute for GAAP financial measures or disclosures. The 2018 information in the table below has been derived from DRG’s 2018 financial statements not included in this prospectus. Neither our nor DRG’s independent registered public accounting firm has audited, compiled or performed any procedures with respect to DRG’s results for the fiscal year ended December 31, 2019. Accordingly, neither our nor DRG’s independent registered public accounting firm expresses an opinion or any other form of assurance with respect thereto.
DRG Adjusted EBITDA is calculated by using net (loss) before provision for income taxes, depreciation and amortization and interest income and expense adjusted to exclude the other items identified in the table below that DRG does not consider indicative of its ongoing operating performance.
Year Ended December 31,
2019
2018
(preliminary)
(in millions)
Net (loss)
$ (21.7) $ (32.5)
Benefit for income taxes
1.4 0.7
Depreciation and amortization
30.4 32.7
Interest, net
24.6 25.2
Loss on extinguishment of debt
1.9
Restructuring(1) 7.2 0.4
Transaction-related costs(2)
0.1 0.8
Transition, transformation and integration(3)
5.3 2.9
Impairment intangible assets
0.1
Deferred revenues adjustment
0.1
Share-based compensation
0.9
Litigation-related costs
1.3
Loss on sale of assets
0.4
Other(4) (2.4) (0.4)
DRG Adjusted EBITDA
$ 47.6 $ 31.8
Revenues 206.8 189.2
Net (loss) Margin(5)
N.M. N.M.
DRG Adjusted EBITDA Margin(6)
23.0% 16.8%
(1)
Includes costs incurred related to various restructuring efforts as a result of changes in leadership and the integration of acquisitions. Costs include mainly severance expense for terminated personnel from acquired businesses and exit cost obligations related to exiting certain facilities. Costs in 2019 do not reflect adoption of ASC 842.
8

TABLE OF CONTENTS
(2)
Reflects costs related to completed and uncompleted acquisitions, primarily related to third party professional fees.
(3)
Costs in 2019 relate primarily to retention bonuses paid to certain employees and incremental executive salaries paid in contemplation of the sale of DRG, as well as management fees paid to a related party. Costs in 2018 primarily relate to retention bonuses paid to employees of acquired companies, severance paid to certain executives and management fees paid to a related party.
(4)
Reflects primarily a one-time payment received in 2019 related to a failed sale of one of DRG’s businesses and other one-time adjustments.
(5)
DRG’s Net income/(loss) Margin for a particular period is calculated by dividing DRG’s Net income/​(loss) by DRG’s gross revenues for such period.
(6)
DRG’s Adjusted EBITDA Margin for a particular period is calculated by dividing DRG’s Adjusted EBITDA by DRG’s gross revenues for such period.
Secondary Offerings
In December 2019, we consummated a public offering of 49,680,000 ordinary shares by affiliated funds of Onex and Baring at $17.25 per share. In September 2019, we consummated a public offering of 39,675,000 ordinary shares by affiliated funds of Onex and Baring, together with certain other shareholders, at $16.00 per share. We did not receive any of the proceeds from the sale of our ordinary shares by the selling shareholders in the secondary offerings.
IP Product Group Acquisition
On November 27, 2019, our IP Product Group completed the acquisition of Darts-ip, a leading provider of case law data for intellectual property professionals. We acquired 100% of the voting equity interest of the acquired business.
MarkMonitor Brand Protection, Antipiracy and Antifraud Disposition
On November 5, 2019, we announced an agreement to sell the MarkMonitor™ brand protection, antipiracy and antifraud businesses, and completed such divestiture on January 1, 2020. We retained the MarkMonitor Domain Management business.
Refinancing Transactions
On October 31, 2019, we closed a private offering of  $700.0 million in aggregate principal amount of 2026 Notes and entered into the Credit Facilities. The 2026 Notes were issued by Camelot Finance S.A., an indirect wholly-owned subsidiary of Clarivate, are secured on a first-lien pari passu basis with borrowings under the Credit Facilities, and are guaranteed on a joint and several basis by certain of Clarivate’s subsidiaries. The Credit Facilities consist of a $900.0 million Term Loan Facility, which was fully drawn at closing, and a $250.0 million Revolving Credit Facility, which was undrawn at closing.
We used the net proceeds from the Refinancing Transactions to refinance all amounts outstanding under the Prior Credit Facilities, to redeem the Prior Notes in full, to pay fees and expenses related to the foregoing, and to fully fund our $200.0 million payment obligation under the TRA Buyout Agreement.
Termination of Tax Receivable Agreement
On August 21, 2019, Camelot entered into the TRA Buyout Agreement, terminating all future payment obligations of Camelot under the Tax Receivable Agreement in exchange for a payment of $200.0 million, which Camelot paid on November 7, 2019 with a portion of the net proceeds from the Refinancing Transactions described under “— Refinancing Transactions.” We believe that the termination of the Tax Receivable Agreement will improve our free cash flow profile by eliminating near-term cash outflows of up to $30.0 million annually that the Company was expecting to pay starting in early 2021.
9

TABLE OF CONTENTS
Elimination of Certain Performance- and Time-Based Vesting Criteria
Under the Sponsor Agreement, Jerre Stead (our Executive Chairman and Chief Executive Officer), Sheryl von Blucher (one of our directors), and M. Klein Associates, Inc. and Garden State, affiliates of Michael Klein (one of our directors), agreed with Clarivate to accept certain performance and time vesting conditions on certain Clarivate shares to be received by them in exchange for Churchill common stock purchased by them at or before Churchill’s initial public offering in September 2018, as well as on all of the Clarivate warrants to be received by them in exchange for Churchill warrants, in connection with the 2019 Transaction. Both performance and time vesting conditions applied to half of Mr. Stead’s, Ms. von Blucher’s and M. Klein Associates, Inc.’s Clarivate shares that were subject to vesting conditions (5,309,712 in aggregate), and time (but not performance) vesting conditions applied to the other half of their Clarivate shares that were subject to vesting conditions (5,309,712 in aggregate). Both performance and time vesting conditions applied to all of their and Garden State’s Clarivate warrants (17,265,826 in aggregate).
Pursuant to the performance vesting conditions, and subject to the time vesting conditions described below, half of the Clarivate shares held by Mr. Stead, Ms. von Blucher and M. Klein Associates, Inc. that were subject to performance vesting conditions would vest upon Clarivate’s shares trading at $15.25 per share or above for 40 days in any 60-day period commencing on the first public sale by Onex and Baring of their ordinary shares (or, if earlier, the first anniversary of the closing of the 2019 Transaction) and during the three-and-a-half year period after closing of the 2019 Transaction, and the other half of their performance-based vesting shares and all of their and Garden State’s respective warrants would vest upon Clarivate’s shares trading at $17.50 per share or above for such a 40-day period during the five-year period after the closing of the 2019 Transaction.
Pursuant to the time vesting conditions, the Clarivate shares held by Mr. Stead, Ms. von Blucher and M. Klein Associates, Inc. that were not subject to performance vesting conditions would vest in three equal annual installments beginning on the first anniversary of the closing of the 2019 Transaction, while the Clarivate shares and warrants that were subject to performance vesting conditions would vest over the period of time between the first and third anniversaries of the closing of the 2019 Transaction.
On August 14, 2019, Clarivate (on its behalf and on behalf of its subsidiaries) agreed to waive the performance and time vesting conditions for all Clarivate shares and warrants subject to such conditions held by Mr. Stead, Ms. von Blucher, M. Klein Associates, Inc. and Garden State. These shares and warrants held by Mr. Stead, Ms. von Blucher, M. Klein Associates, Inc. and Garden State nevertheless remain subject to a lock-up for a period ranging from two to three years following the closing of the 2019 Transaction.
In the three months ended September 30, 2019, the Company recognized additional share-based compensation expense related to the modification of certain awards under the 2019 Incentive Award Plan.
Additionally, under the Sponsor Agreement, Clarivate agreed to issue 7,000,000 ordinary shares to persons designated by Jerre Stead and Michael Klein upon Clarivate’s achieving a closing share price on the NYSE of at least $20.00 per share for 40 days over a 60 consecutive trading day period on or before the sixth anniversary of the closing of the 2019 Transaction (the “Merger Shares”). On January 31, 2020, our board agreed to waive this performance vesting condition, and all such Merger Shares are expected to be issued to persons designated by Jerre Stead and Michael Klein on or after June 1, 2020 and prior to December 31, 2020.
10

TABLE OF CONTENTS
SUMMARY OF RISK FACTORS
Investing in our ordinary shares involves risks. You should carefully consider the risks described in the “Risk Factors” beginning on page 21 before making a decision to invest in our ordinary shares. If any of these risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In such case, the trading price of our ordinary shares may decline, and you may lose all or part of your investment. The following is a summary of some of the principal risks we face:

We may not consummate the DRG Acquisition, and this offering is not conditioned on the consummation of the DRG Acquisition.

We may not be able to achieve the expected benefits of the DRG Acquisition, including anticipated revenue and cost synergies, and costs associated with achieving synergies or integrating DRG may exceed our expectations.

We operate in highly competitive markets and may be adversely affected by this competition.

If our products and services do not maintain and/or achieve broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards and changing regulatory requirements, our revenues could be adversely affected.

If we experience design defects, errors, failures or delays associated with our products or services or migration of an existing product or service to a new system, our business could suffer serious harm.

We may be adversely affected by uncertainty, downturns and changes in the markets that we serve.

The items reflected in the adjustments included in Standalone Adjusted EBITDA may not be achieved.

We may be unable to achieve some or all of the operational cost improvements and other benefits that we expect to realize.

We are dependent on third parties, including public sources, for data, information and other services, and our relationships with such third parties may not be successful or may change, which could adversely affect our results of operations.

Increased accessibility to free or relatively inexpensive information sources may reduce demand for our products and services.

We generate a significant percentage of our revenues from recurring subscription-based arrangements, and if we are unable to maintain a high annual revenue renewal rate, our results of operations could be adversely affected.

Failure to protect the reputation of our brands could impact our ability to remain a trusted source of high-quality content, analytics services and workflow solutions.

Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of our products or services, or unauthorized disclosure of data, which could adversely impact our business.

We rely upon a third party cloud computing service to support our operations, and any disruption of or interference with our use of such service or material change to our arrangement with this provider could adversely affect our business.

We have implemented a new enterprise resource planning system, and challenges with the system may impact our business and operations.

We may be unable to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments or dispositions.

We may face liability for content contained in our products and services.
11

TABLE OF CONTENTS

Exchange rate fluctuations and volatility in global currency markets may have a significant impact on our results of operations.

The international scope of our operations and our corporate and financing structure may expose us to potentially adverse tax consequences.

U.S. tax legislation enacted in 2017 has significantly changed U.S. federal income tax rules and may materially adversely affect our financial condition, results of operations and cash flows.

Our international operations require us to comply with various trade restrictions, such as sanctions and export controls.

Our failure to comply with the anti-corruption laws of the United States and various international jurisdictions could negatively impact our reputation and results of operations.

The United Kingdom’s withdrawal from the EU may have a negative effect on global economic conditions, financial markets and our business.

Fraudulent or unpermitted data access or other cyber-security or privacy breaches may cause some of our customers to lose confidence in our security measures and could result in increased costs for our company.

Our international operations subject us to increased risks.

If governments or their agencies reduce their demand for our products or services or discontinue or curtail their funding, our business may suffer. Moreover, if we fail to comply with government contracting regulations, we could suffer a loss of revenues or incur price adjustments or other penalties.

We may be adversely affected by changes in legislation and regulation, which may impact how we provide products and services and how we collect and use information, in particular laws relating to the use of personal data.

Actions by governments that restrict access to our platform in their countries could substantially harm our business and financial results.

Our IP rights may not be adequately protected, which may adversely affect our financial results.

We may face IP infringement claims that could be costly to defend and result in our loss of significant rights.

If we do not continue to attract, motivate and retain members of our senior management team and qualified employees, we may not be able to support our operations.

We operate in a litigious environment which may adversely affect our financial results.

We have completed our separation from Thomson Reuters and may experience unanticipated post-separation issues which could have a material adverse effect on our results of operations.

We have identified a material weakness in our internal controls over financial reporting as of December 31, 2018, and if we fail to remediate our material weakness and implement and maintain an effective system of internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.

We may need to recognize impairment charges related to goodwill, identified intangible assets and fixed assets.

If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
12

TABLE OF CONTENTS

For some of our products and services sold to certain customer types, such as government customers who require us to follow official procurement rules, we typically face a long selling cycle to secure new contracts that requires significant resource commitments, resulting in a long lead time before we receive revenues.

We have and will continue to have high levels of indebtedness and our relatively large fixed costs magnify the impact of revenues fluctuations on our operating results.

A downgrade to our credit ratings would increase our cost of borrowing and adversely affect our ability to access the capital markets.

We are a holding company that depends on cash flow from our subsidiaries to meet our obligations, and any restrictions on our subsidiaries’ ability to pay dividends or make other payments to us may have a material adverse effect on our results of operations and financial condition.

As a “foreign private issuer,” we are exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the SEC than a U.S. company. This may limit the information available to holders of the ordinary shares. This status also exempts us from complying with certain corporate governance requirements.

We are incurring increased costs and obligations as a result of being a public company.

The price of our ordinary shares may be volatile.

Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our ordinary shares.

Our articles of association contain anti-takeover provisions that could adversely affect the rights of our shareholders.

If a U.S. person is treated as owning at least 10% of our ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences.

Onex and Baring, whose interests may conflict with yours, have significant influence over us.

If we are characterized as a passive foreign investment company for U.S. federal income tax purposes, our U.S. shareholders may suffer adverse tax consequences.

Future sales or resales of our ordinary shares and/or Clarivate warrants may cause the market price of our securities to drop significantly, even if our business is doing well.

We may issue additional ordinary shares or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of Clarivate’s ordinary shares.

You may face difficulties in protecting your interests as a shareholder, as Jersey law provides substantially less protection when compared to the laws of the United States.

It may be difficult to enforce a U.S. judgment against us or our directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States.
Onex and Baring
Onex
Founded in 1984, Onex Corporation is one of the oldest and most successful private equity firms. Through its Onex Partners (large-cap) and ONCAP (mid-cap) private equity funds, Onex is focused on acquiring and building high-quality businesses in partnership with talented management teams. Today, Onex has approximately $38 billion of assets under management, operates from offices in Toronto, New York, London and New Jersey and is listed on the Toronto Stock Exchange (TSX:ONEX).
13

TABLE OF CONTENTS
Over Onex’s 35-year history of private equity investing, Onex has built more than 100 operating businesses and completed approximately 645 acquisitions with a total value of over $80 billion. Onex currently owns interests in a broad range of companies aggregating $28 billion in annual revenues and employing approximately 157,000 people worldwide. Onex has extensive experience investing in operational restructurings, platforms for add-on acquisitions and carve-outs of subsidiaries from multinational corporations.
Baring Private Equity Asia
Baring Private Equity Asia Group Limited (“BPEA” or “Baring”) is one of the largest and most established independent alternative asset management platforms in Asia, with a total committed capital of over $18 billion. BPEA comprises a pan-Asian private equity investment program, sponsoring buyouts and providing growth capital to companies for expansion or acquisitions with a particular focus on the Asia Pacific region, as well as investing into companies globally that can benefit from further expansion into the Asia Pacific region. BPEA also advises dedicated funds focused on private real estate and private credit.
BPEA affiliated funds have been investing in Asia since 1997 and have over 180 employees located across eight Asian offices in Hong Kong, Shanghai, Beijing, Mumbai, Delhi, Singapore, Sydney and Tokyo. BPEA affiliated funds currently have more than 40 portfolio companies active across Asia with a total of 220,000 employees and sales of approximately $39 billion.
Corporate Information
Clarivate is a public limited company incorporated under the laws of Jersey, Channel Islands on January 7, 2019. Our principal executive offices are located at Friars House, 160 Blackfriars Road, London, SE1 8EZ, UK. Our telephone number at this address is +44 207 433 4000.
Investors should contact us for any inquiries through the address and telephone number of our principal executive office. Our principal website is www.clarivate.com. The information contained in, or accessible through, our website is not incorporated by reference in, and should not be considered part of, this prospectus.
Implications of Being an Emerging Growth Company
We are currently an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile. We expect that we will no longer be an “emerging growth company” as of December 31, 2020.
14

TABLE OF CONTENTS
THE OFFERING
This summary highlights information presented in greater detail elsewhere in this prospectus. This summary is not complete and does not contain all the information you should consider before investing in our ordinary shares. You should carefully read this entire prospectus before investing in our ordinary shares including “Risk Factors” and our consolidated financial statements and the notes thereto included elsewhere in this prospectus.
Ordinary shares offered by us
20,000,000 shares (or 23,000,000 shares if the underwriters exercise in full their option to purchase additional shares).
Ordinary shares to be outstanding immediately after this offering
326,874,115 shares (or 329,874,115 shares if the underwriters exercise in full their option to purchase additional shares).
Option to purchase additional shares
We have granted the underwriters the right to purchase up to an additional 3,000,000 shares, within 30 days of the date of this prospectus, at the public offering price, less underwriting discounts, on the same terms as set forth in this prospectus.
Listing
Our ordinary shares are listed on NYSE under the symbol “CCC.” The closing price of our ordinary shares on NYSE on January 31, 2020 was $20.16.
Use of proceeds
Based on an assumed public offering price of  $20.16 per share (which was the closing price of our ordinary shares on NYSE on January 31, 2020), we expect to receive approximately $389.1 million in net proceeds (or $447.6 million in net proceeds if the underwriters exercise in full their option to purchase additional shares) from the sale of ordinary shares we are offering hereby, after deducting the underwriting discounts and estimated offering expenses payable by us. We intend to use the net proceeds we receive from this offering to fund a portion of the cash consideration for the DRG Acquisition and to pay related fees and expenses. This offering is not conditioned on consummation of the DRG Acquisition. Pending closing of the DRG Acquisition, we intend to invest the net proceeds in short-term U.S. Treasury securities. If the DRG Acquisition is not consummated for any reason, we intend to use the net proceeds to repay outstanding indebtedness.
Dividend policy
We presently intend to retain our earnings for use in business operations and, accordingly, we do not anticipate that our board will declare dividends in the foreseeable future. In addition, the terms of the Credit Facilities and the Indenture governing the 2026 Notes include restrictions that may impact our ability to pay dividends.
Any determination to pay dividends in the future will be at the discretion of our board and will depend upon our results of operations, financial condition, distributable reserves, contractual restrictions, restrictions imposed by applicable law and other factors our board deem relevant.
Voting rights
Each of our ordinary shares entitles the holder to one vote on all matters upon which our ordinary shares are entitled to vote.
15

TABLE OF CONTENTS
Lock-up agreements
We, the members of our board of directors and our executive officers and certain of our other shareholders, have agreed with the underwriters, subject to certain important exceptions, not to offer, sell, or dispose of any shares of our share capital or securities convertible into or exchangeable or exercisable for any shares of our share capital during the 90-day period following the date of this prospectus.
Risk factors
See “Risk Factors” and the other information included in this prospectus for a discussion of factors you should consider before deciding to invest in our ordinary shares.
The number of ordinary shares to be outstanding after this offering is based on 306,874,115 ordinary shares outstanding as of December 31, 2019 and excludes:

20,880,225 ordinary shares issuable upon the exercise of options outstanding under our 2019 Incentive Award Plan as of December 31, 2019, at various exercise prices ranging from $6.61 to $37.48 per ordinary share;

293,182 ordinary shares underlying restricted stock units that were granted under our 2019 Incentive Award Plan as of December 31, 2019;

52,699,883 ordinary shares issuable upon exercise of outstanding warrants at an exercise price of $11.50 per ordinary share, subject to certain adjustments; and

7,000,000 ordinary shares issuable as Merger Shares under the Sponsor Agreement.
Unless otherwise indicated, all information contained in this prospectus assumes no exercise of the option granted to the underwriters to purchase up to 3,000,000 additional shares in connection with the offering.
16

TABLE OF CONTENTS
SUMMARY HISTORICAL FINANCIAL INFORMATION
The following summary historical financial information of Clarivate as of and for the years ended December 31, 2018 and 2017, has been prepared in accordance with U.S. generally accepted accounting principals (“GAAP”) and has been derived from the audited consolidated financial statements of Clarivate Analytics Plc (formerly known as Camelot Holdings (Jersey) Limited) included elsewhere in this prospectus. The summary historical financial information for the nine months ended September 30, 2019 and 2018, and as of September 30, 2019 and 2018 has been prepared in accordance with GAAP and has been derived from Clarivate’s unaudited interim condensed consolidated financial statements included elsewhere in this prospectus except for balance sheet information as of September 30, 2018 which has been derived from Clarivate’s accounting records. In the opinion of management, such unaudited financial information reflects all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.
Year Ended December 31,
Nine Months Ended September 30,
2018
2017
2019
2018
(audited)
(unaudited)
(in millions except share and per share data)
Revenues, net
$ 968.5 $ 917.6 $ 719.3 $ 723.2
Operating costs and expenses:
Cost of revenues, excluding depreciation
and amortization
(396.5) (394.2) (264.0) (301.2)
Selling, general and administrative costs,
excluding depreciation and
amortization
(369.4) (343.1) (280.8) (280.6)
Share-based compensation expense
(13.7) (17.7) (46.7) (10.7)
Depreciation
(9.4) (7.0) (6.5) (7.9)
Amortization
(227.8) (221.5) (138.7) (171.9)
Transaction expenses
(2.5) (2.2) (42.1) (0.6)
Transition, integration and other related expenses
(61.3) (78.7) (9.8) (51.3)
Legal settlement
39.4
Other operating income (expense), net
6.4 (0.2) 3.2 1.8
Total operating expenses
(1,074.2) (1,064.6) (746.0) (822.4)
Loss from operations
(105.7) (147.0) (26.7) (99.2)
Interest expense
(130.8) (138.2) (93.9) (95.9)
Loss before income tax
(236.5) (285.2) (120.6) (195.1)
Benefit (Provision) for income taxes
(5.7) 21.3 (5.6) (3.6)
Net loss
$ (242.2) $ (263.9) $ (126.2) $ (198.7)
Per Share
Basic
$ (1.11) $ (1.22) $ (0.48) $ (0.91)
Diluted
$ (1.11) $ (1.22) $ (0.48) $ (0.91)
Weighted-average shares outstanding
Basic
217,472,870 216,848,866 262,894,388 217,450,475
Diluted
217,472,870 216,848,866 262,894,388 217,450,475
17

TABLE OF CONTENTS
Other Financial and Required Reported Data:
Financial Data
As of or for the Year Ended
December 31,
As of or for the Nine Months
Ended September 30,
2018
2017
2019
2018
(in millions)
Adjusted revenues(1)
$ 951.2 $ 935.4 $ 719.7 $ 705.8
Adjusted EBITDA(2)
272.8 319.7 209.6 197.1
Adjusted EBITDA margin(3)
28.7% 34.2% 29.1% 27.9%
Capital expenditures
45.4 37.8 43.7 36.2
Total assets
3,709.7 4,005.1 3,650.3 3,780.4
Required Reported Data
We are required to report Standalone Adjusted EBITDA, as such terms are defined under our Credit Agreement and Indenture, pursuant to the reporting covenants contained in such agreements. In addition, our management uses Standalone Adjusted EBITDA to assess compliance with various incurrence-based covenants in these agreements. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity — Required Reported Data — Standalone Adjusted EBITDA.”
(1)
Adjusted revenues normalizes for the impact of purchase accounting adjustments to deferred revenues and the impact of divestments. The following table reconciles net revenues to adjusted net revenues for the periods presented:
Year Ended December 31,
Nine Months Ended September 30,
2018
2017
2019
2018
(in millions)
Revenues, net
$ 968.5 $ 917.6 $ 719.3 $ 723.2
Deferred revenues purchase accounting adjustment(a)
3.2 49.7 0.4 2.9
Revenues attributable to Intellectual Property Management Product Line(b)
(20.5) (31.9) (20.3)
Adjusted revenues
$ 951.2 $ 935.4 $ 719.7 $ 705.8
(a)
Reflects deferred revenues fair value accounting adjustment arising from purchase price allocation in connection with the 2016 Transaction.
(b)
Reflects revenues from our Intellectual Property Management (“IPM”) Product Line, which was divested in October 2018.
(2)
Adjusted EBITDA represents net income (loss) before provision for income taxes, depreciation and amortization and interest income and expense adjusted to exclude acquisition or disposal-related transaction costs (such costs include net income from continuing operations before provision for income taxes, depreciation and amortization and interest income and expense from divestitures), losses on extinguishment of debt, stock-based compensation, unrealized foreign currency gains/(losses), Transition Services Agreement costs, separation and integration costs, transformational and restructuring expenses, acquisition-related adjustments to deferred revenues, merger related costs from the 2019 Transaction, non-cash income/(loss) on equity and cost method investments, non-operating income or expense, the impact of certain non-cash, legal settlements and other items that are included in net income for the period that we do not consider indicative of its ongoing operating performance and certain unusual items impacting results in a particular period. The adjustments reflected in our
18

TABLE OF CONTENTS
Adjusted EBITDA have not been prepared with a view towards complying with Article 11 of Regulation S-X. Adjusted EBITDA is intended to provide additional information on a more comparable basis than would be provided without such adjustments.
In future periods, we will need to make additional capital expenditures in order to replicate capital expenditures associated with previously shared services on a stand-alone basis. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. These measures are not measurements of our financial performance under GAAP and should not be considered in isolation or as alternatives to net income, net cash flows provided by operating activities, total net cash flows or any other performance measures derived in accordance with GAAP or as alternatives to net cash flows from operating activities or total net cash flows as measures of our liquidity.
Reduction of ongoing standalone and Transition Services Agreement costs have been, and are expected to continue to be, a component of our strategy.
Certain of the adjustments included to arrive at Adjusted EBITDA are related to our transition to a standalone company. In evaluating Adjusted EBITDA you should be aware that in the future we may incur expenses that are the same as or similar to some of the included adjustments. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by any of the adjusted items, or that our projections and estimates will be realized in their entirety or at all. See “Risk Factors — The items reflected in the adjustments included in Standalone Adjusted EBITDA may not be achieved.”
The use of Adjusted EBITDA instead of GAAP measures has limitations as an analytical tool, and you should not consider Adjusted EBITDA in isolation, or as a substitute for analysis of our results of operations and operating cash flows as reported under GAAP. For example, Adjusted EBITDA does not reflect:

our cash expenditures or future requirements for capital expenditures;

changes in, or cash requirements for, our working capital needs;

interest expense, or the cash requirements necessary to service interest or principal payments, on our debt;

any cash income taxes that we may be required to pay;

any cash requirements for replacements of assets that are depreciated or amortized over their estimated useful lives and may have to be replaced in the future; or

all non-cash income or expense items that are reflected in our statements of cash flows.
Our definition of and method of calculating Adjusted EBITDA may vary from the definitions and methods used by other companies when calculating adjusted EBITDA, which may limit their usefulness as comparative measures.
We prepared the information included in this prospectus based upon available information and assumptions and estimates that we believe are reasonable. We cannot assure you that our estimates and assumptions will prove to be accurate.
Because we incurred transaction, transition, integration, transformation, restructuring and Transition Services Agreement costs in connection with the 2016 Transaction and the 2016 Transition, borrowed money in order to finance our operations, and used capital and intangible assets in our business, and because the payment of income taxes is necessary if we generate taxable income after the utilization of our net operating loss carryforwards, any measure that excludes these items has material limitations. As a result of these limitations, these measures should not be considered as a measure of discretionary cash available to us to invest in the growth of our business or as a measure of our liquidity.
19

TABLE OF CONTENTS
The following table reconciles net loss to Adjusted EBITDA for the periods presented:
Year Ended December 31,
Nine Months Ended September 30,
2018
2017
2019
2018
(in millions)
Net loss
$ (242.2) $ (263.9) $ (126.2) $ (198.7)
Provision (benefit) for income taxes
5.7 (21.3) 5.6 3.6
Depreciation and amortization
237.2 228.5 145.2 179.8
Interest expense, net
130.8 138.2 93.9 95.9
Transition Service Agreement costs(a)
55.8 89.9 10.5 48.2
Transition, transformation and integration expense(b)
69.2 86.8 25.3 55.6
Deferred revenues adjustment(c)
3.2 49.7 0.4 2.9
Transaction related costs(d)
2.5 2.2 42.1 0.6
Share-based compensation expense
13.7 17.7 46.7 10.7
Gain on sale of IPM Product Line
(36.1)
Tax indemnity asset(e)
33.8
IPM adjusted operating margin(f)
(5.9) (6.8) (5.9)
Legal Settlement(g)
(39.4)
Other(h) 5.1 (1.3) 5.5 4.4
Adjusted EBITDA
$ 272.8 $ 319.7 $ 209.6 $ 197.1
(a)
Includes accruals for payments to Thomson Reuters under the Transition Services Agreement. These costs have decreased substantially in 2019, as we are in the final stages of implementing our standalone company infrastructure.
(b)
Includes costs incurred in connection with and after the 2016 Transaction relating to the implementation of our standalone company infrastructure and related cost-savings initiatives. These costs include mainly transition consulting, technology infrastructure, personnel and severance expenses relating to our standalone company infrastructure, which are recorded in Transition, transformation and integration expenses, and other line items of our income statement, as well as expenses related to the restructuring and transformation of our business following the 2016 Transaction, mainly related to the integration of separate business units into one functional organization and enhancements in our technology.
(c)
Reflects deferred revenues fair value accounting adjustment arising from purchase price allocation in connection with the 2016 Transaction. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors Affecting the Comparability of Our Results of Operations — 2016 Transaction and Transition to Operations as a Standalone Business — Purchase Accounting Impact of the 2016 Transaction.”
(d)
Includes consulting and accounting costs associated with (i) various acquisitions and (ii) the sale of the IPM Product Line.
(e)
Reflects the write down of a tax indemnity asset.
(f)
Reflects the IPM Product Line’s operating margin, excluding amortization and depreciation, prior to its divestiture in October 2018.
(g)
Reflects a net gain recorded for cash received in relation to a settlement agreement for a confidential legal matter.
(h)
Includes primarily the net impact of foreign exchange gains and losses related to the re-measurement of balances and other one-time adjustments.
(3)
Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by Adjusted revenues.
20

TABLE OF CONTENTS
RISK FACTORS
An investment in our ordinary shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below and the other information in this prospectus before you decide to purchase our ordinary shares. If any of the risks discussed in this prospectus actually occurs, alone or together with additional risks and uncertainties not currently known to us, or that we currently deem immaterial, our business, financial condition, results of operations and prospects may be materially adversely affected. If this were to occur, the value of our ordinary shares may decline and you may lose all or part of your investment.
We may not consummate the DRG Acquisition, and this offering is not conditioned on consummation of the DRG Acquisition.
If the DRG Acquisition is consummated, we intend to use the net proceeds from this offering to fund a portion of the cash consideration for the DRG Acquisition and to pay related fees and expenses. See “Summary — Recent Developments — Agreement to Acquire Decision Resources Group” and “Use of Proceeds.” However, this offering is not conditioned upon consummation of the DRG Acquisition. In addition, because the DRG Acquisition is subject to the satisfaction or waiver of customary closing conditions and regulatory approvals, which include the approval by shareholders of Piramal Enterprises Limited, we cannot assure you that the DRG Acquisition will be consummated in the anticipated time frame or at all.
If one or more of the closing conditions are not satisfied, the DRG Acquisition may not be completed. Some of these conditions are beyond our control, and we may elect not to take actions necessary to satisfy these conditions or to ensure that the transaction is not otherwise terminated. We and the sellers also have the right to terminate the DRG Agreement under certain specified circumstances.
Because this offering is not conditioned upon consummation of the DRG Acquisition, upon the closing of this offering, you will become a holder of our ordinary shares regardless of whether the DRG Acquisition is consummated, delayed or terminated. If the DRG Acquisition is delayed, terminated or consummated on terms different than those described herein, the market price of our ordinary shares may decline to the extent that the price of our ordinary shares reflects a market assumption that the DRG Acquisition will be consummated. Further, a failed transaction may result in negative publicity or a negative impression of us in the investment community and may affect our relationships with our business partners as well as the market price of our ordinary shares. See “Summary — Recent Developments — Agreement to Acquire Decision Resources Group” for more information regarding the DRG Acquisition.
In addition, pending the expected use of the net proceeds from this offering to fund a portion of the cash consideration for the DRG Acquisition, we intend to invest the net proceeds in short-term U.S. Treasury securities. If the DRG Acquisition is not consummated for any reason, we intend to use the net proceeds to repay outstanding indebtedness. We will have broad discretion with respect to the use of such proceeds and may use these funds in ways that you or other shareholders may not support. We have not determined which portions of the cash consideration for the DRG Acquisition will be financed with the net proceeds of this or other equity offerings, the incurrence of additional indebtedness or other uses of existing cash and cash equivalents, and such financing plans are subject to change at our discretion.
We may not be able to achieve the expected benefits of the DRG Acquisition, including anticipated revenue and cost synergies, and costs associated with achieving synergies or integrating DRG may exceed our expectations.
Even if we consummate the DRG Acquisition, we may not be able to achieve the expected benefits of the DRG Acquisition, including anticipated revenue and cost synergies. There can be no assurance that the DRG Acquisition will be beneficial to us. We may not succeed in cross-selling our other products and services to DRG’s customer base, or in cross-selling DRG’s products and services to our existing customer base. Moreover, we may not be able to integrate the assets acquired in the DRG Acquisition or achieve our expected cost synergies without increases in costs or other difficulties. The integration process may be complex, costly and time-consuming. We expect to incur expenses in connection with the integration of DRG Acquisition. While it is anticipated that certain expenses will be incurred to achieve operational synergies, such expenses are difficult to estimate accurately, and may exceed current estimates. Accordingly,
21

TABLE OF CONTENTS
the benefits from the DRG Acquisition may be offset by costs incurred or delays in integrating the businesses. Any unexpected costs or delays incurred in connection with the integration of the DRG Acquisition could have an adverse effect on our business, results of operations, financial condition and prospects, as well as the market price of our ordinary shares.
The overall integration of the businesses may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customer relationships, and diversion of management’s attention. In addition, even if the operations of our business and DRG’s business are integrated successfully, we may not realize the full benefits of the DRG Acquisition, including the synergies, cost savings or sales or growth opportunities that we expect. These benefits may not be achieved within the anticipated time frame, or at all. Furthermore, additional unanticipated costs may be incurred in the integration of the businesses.
In addition, we will be required to devote significant management attention and resources to integrating DRG’s business practices and operations with our existing business practices and operations. The integration process may disrupt the businesses and, if implemented ineffectively or if impacted by unforeseen negative economic or market conditions or other factors, we may not realize the full anticipated benefits of the DRG Acquisition. We expect to incur additional expenses for the purpose of addressing these integration requirements, and those expenses may be significant.
Our ability to make specified claims against Piramal Enterprises Limited in the DRG Acquisition generally expires over time and we may be left with no recourse for liabilities and other problems associated with the DRG Acquisition that we do not discover prior to the expiration date related to such matters under the DRG Agreement.
The market price of our ordinary shares may decline as a result of the DRG Acquisition if, among other things, the integration of the entities to be acquired in the DRG Acquisition is unsuccessful, if we fail to realize the anticipated cost or revenue synergies, or if the related liabilities, expenses or transaction costs are greater than expected. The market price of our ordinary shares may decline if we do not achieve the perceived benefits of the DRG Acquisition as rapidly or to the extent anticipated by us or by securities market participants or if the effect of the DRG Acquisition on our business, results of operations or financial condition or prospects is not consistent with our expectations or those of securities market participants. Furthermore, the DRG Acquisition may subject us to new types of risks to which we were not previously exposed.
We operate in highly competitive markets and may be adversely affected by this competition.
The markets for our products and services are highly competitive and are subject to rapid technological changes and evolving customer demands and needs. We compete on the basis of various factors, including the quality of content embedded in our databases and those of our competitors, customers’ perception of our products relative to the value that they deliver, user interface of the products and the quality of our overall offerings.
Many of our principal competitors are established companies that have substantial financial resources, recognized brands, technological expertise and market experience, and these competitors sometimes have more established positions in certain product lines and geographies than we do. We also compete with smaller and sometimes newer companies, some of which are specialized with a narrower focus than our company, and face competition from other Internet services companies and search providers.
Our competitors may be able to adopt new or emerging technologies or address customer requirements more quickly than we can. New and emerging technologies can also have the impact of allowing start-up companies to enter the market more quickly than they would have been able to in the past. We may also face increased competition from companies that could pose a threat to our business by providing more in-depth offerings, adapting their products and services to meet the demands of their customers or combining with one of their competitors to enhance their products and services. A number of our principal competitors may continue to make acquisitions as a means to improve the competitiveness of their offerings. In order to better serve the needs of our existing customers and to attract new customers, we must continue to:
22

TABLE OF CONTENTS

enhance and improve our existing products and services (such as by adding new content and functionalities);

develop new products and services;

invest in technology; and

strategically acquire additional businesses and partner with other businesses in key sectors that will allow us to offer a broader array of products and services.
Our ability to compete successfully is also impacted by the growing availability of information from government information systems and other free sources, as well as competitors who aggressively market their products as a lower cost alternative. See “— Increased accessibility to free or relatively inexpensive information sources may reduce demand for our products and services.” Because some of our competitors are able to offer products and services that may be more cost effective than ours, including through the provision of price incentives for new customers, and because some of our competitors’ products and services may be seen as having greater functionality or performance than ours, the relative value of some of our products or services could be diminished. In addition, some of our competitors combine competing products with complementary products as packaged solutions, which could pre-empt use of our products or solutions. Competition from such free or lower cost sources may require us to reduce the price of some of our products and services (which may result in lower revenues) or make additional capital investments (which might result in lower profit margins). If we are unable or unwilling to reduce prices or make additional investments in the future, we may lose customers and our financial results may be adversely affected. In addition, implementation of annual price increases by us from time to time may also, in some cases, cause customers to use lower-cost competitors.
Certain of our distribution partners have licensing rights to portions of our content for use within their platforms. Over time they may become more directly competitive to us (subject to the terms of their agreements with us) if they were to advance their technology more efficiently and effectively than we do. Additionally, some of our customers may decide to develop independently certain products and services that they obtain from us, including through the formation of consortia. Educating our customers on the intricacies and uses of our products and services could, in certain cases, improve their ability to offer competing products and services as they look to expand their business models. If more of our customers become self-sufficient, demand for our products and services may be reduced. If we fail to compete effectively, our financial condition and results of operations would be adversely affected.
If our products and services do not maintain and/or achieve broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards and changing regulatory requirements, our revenues could be adversely affected.
Our business is dependent on the continued acceptance by our customers of our existing products and services and the value placed on them. If these products and services do not maintain market acceptance, our revenues may decrease.
We are also continually investing in new product development to expand our offerings beyond our traditional products and services. However, new products or services may not achieve market acceptance if current or potential customers do not value their benefits, do not achieve favorable results using such new products or services, use their budgets for different products or services or experience technical difficulties in using such new products or services. Moreover, market acceptance of any new products or services, or changes to our existing products and services, may be affected by customer confusion surrounding the introduction of such products and services by us and comparison of the benefits of our products and services to those of other solutions. Our expansion into new offerings may present increased risks, and efforts to expand beyond our traditional products and services may not succeed. If we are unable to successfully develop new products or services or enhance existing products or services or migrate them to new systems, or if we are unsuccessful in obtaining any required regulatory approval or market acceptance for new products or services, our products and services may be rendered obsolete by competitive offerings, we may experience cost overruns, delays in delivery or performance problems, demand for our products and services may decline and/or we may not be able to grow our business or growth may occur more slowly than we anticipate.
23

TABLE OF CONTENTS
In addition, our business is characterized by rapidly changing technology, evolving industry standards and changing regulatory requirements. Our growth and success depend upon our ability to keep pace with such changes and developments and to meet changing customer needs and preferences. In order to enable our sales personnel to sell new products and services effectively, we must invest resources and incur additional costs in training programs on new products and services and key differentiators and business values.
The process of developing our products and services is complex and may become increasingly complex and expensive in the future due to the introduction of new platforms, operating systems and technologies. Our ability to keep pace with technology and business and regulatory changes is subject to a number of risks, including that we may find it difficult or costly to:

update our products and services and develop new products and services quickly enough to meet our customers’ needs;

make some features of our products work effectively and securely over the Internet or with new or changed operating systems;

update our products and services to keep pace with business, evolving industry standards, regulatory requirements and other developments in the markets in which our customers operate; and

integrate or further develop acquired products or technologies successfully or at all.
Historically, our customers accessed our web-based products and services primarily through desktop computers and laptops. Over the last few years, Internet use through smartphones, tablets and other mobile devices has increased significantly. As a result of this shift, we have focused on developing, supporting and maintaining various products and services on different platforms and devices (some of which complement traditional forms of delivery). If our competitors are able to release alternative device products, services or applications more quickly than we are able to, or if our customers do not adopt our offerings in this area, our revenues and retention rates could be adversely affected.
Additionally, the information services industry is undergoing rapid technological evolution. Our competitors are adopting big data analytics and artificial intelligence to collect, categorize and curate data. While we use big data analytics and artificial intelligence, we still use human curators extensively, which may mean the cost to provide our products and services to customers may be more expensive than our competitors. Furthermore, new technologies could render our technologies, products and services obsolete or unattractive, reducing growth opportunities for our business and resulting in a material and adverse effect on our business, results of operations and financial condition.
If we experience design defects, errors, failures or delays associated with our products or services or migration of an existing product or service to a new system, our business could suffer serious harm.
Despite testing, our products and services may contain errors or defects after release. In addition, if we release new products or services, migrate existing products or services to new systems or upgrade outdated software or infrastructure, our products and services may contain design defects and errors when first introduced or when major new updates or enhancements are released. We have also experienced delays in the past while developing and introducing new products and services, primarily due to difficulties in licensing data inputs, developing new products or services or adapting to particular operating environments. Additionally, in our development of new products and services or updates and enhancements to our existing products and services, we may make a design error that causes the product or service to operate incorrectly or less effectively. Many of our products and services also rely on data and services provided by third-party providers over which we have no control and may be provided to us with defects, errors or failures. Our customers may also use our products and services together with their own software, data or products from other companies. As a result, when problems occur, it might be difficult to identify the source of the problem. If design defects, errors or failures are discovered in our current or future products or services, we may not be able to correct them in a timely manner, if at all.
The existence of design defects, errors or delays in our products or services that are significant, or are perceived to be significant, could result in rejection or delay in market acceptance of our products or services, damage to our reputation, loss of revenues, a lower rate of subscription renewals or upgrades,
24

TABLE OF CONTENTS
diversion of development resources, product liability claims or regulatory actions or increases in service and support costs. We may also need to expend significant capital resources to eliminate or work around design defects, errors, failures or delays. In each of these ways, our business, financial condition or results of operations could be materially adversely impacted.
We may be adversely affected by uncertainty, downturns and changes in the markets that we serve.
Our performance depends on the financial health and strength of our customers, which in turn is dependent on the economic conditions of the markets in which we and our customers operate. Declines in the U.S. and global economies or continued economic uncertainty may lead customers to delay or reduce purchases of our products and services as they take measures to reduce their operating costs, including by delaying the development or launch of new products and brands and/or reducing research and development (“R&D”) spending generally.
In addition, mergers or consolidations among our customers could reduce the number of our customers and potential customers. Continued consolidation could adversely affect our revenues even if these events do not reduce the activities of the consolidated entities. For example, when entities consolidate, overlapping services previously purchased separately are usually purchased only once by the combined entity, leading to loss of revenues. Other services that were previously purchased by one of the merged or consolidated entities may be deemed unnecessary or cancelled. Any such developments among our customers could materially and adversely affect our business, financial condition, operating results and cash flow.
The items reflected in the adjustments included in Standalone Adjusted EBITDA may not be achieved.
We have made adjustments to net income (loss) to calculate Standalone Adjusted EBITDA. These adjustments reflect certain items related to the 2016 Transition. For example, in calculating Standalone Adjusted EBITDA, we have added back, among other things, the annualization effect of cost savings implementation during the year and excess standalone costs, certain restructuring and integration costs, acquisition-related costs and other unusual and/or non-recurring items. We cannot provide assurance that our estimates and assumptions in calculating Standalone Adjusted EBITDA will prove to be accurate. For example, we believe that the standalone costs that we have incurred to date and expect to incur through 2020 are not reflective of the standalone costs that we expect that we will incur starting in 2021 and onwards (“steady state standalone costs”). As a result, we have made an adjustment when calculating Standalone Adjusted EBITDA to reflect the excess of current standalone costs to steady state standalone costs. If the actual annualized effect of cost savings we have implemented is less than our estimates, our cost savings initiatives adversely affect our operations or cost more or take longer to implement than we project, our steady state standalone costs are higher than our estimates, and/or if our assumptions prove to be inaccurate, our Standalone Adjusted EBITDA will be lower than we anticipate.
We are not providing historical financial statements of DRG or pro forma financial information reflecting the impact of the DRG Acquisition. The DRG financial information presented herein may not comply with the requirements of Regulation S-X.
We have not included any historical DRG financial statements or pro forma financial information related to the DRG Acquisition in this prospectus. As a result, investors will be required to determine whether to invest in our ordinary shares without the benefit of such historical or pro forma financial information. Accordingly, investors should consider the fact that there is very limited financial information related to DRG or its anticipated impact on our financial results contained herein. We cannot assure you that such limited financial information is adequate to assess the impact of the DRG Acquisition on our future financial performance or condition.
While DRG’s financial information presented herein is prepared in accordance with GAAP, it does not reflect all of the adjustments that would be required to be presented in order for such financial information to comply with the requirements of Regulation S-X under the Securities Act, and may not reflect the adoption of all accounting standards that would be required if DRG were part of a U.S. public company during the periods presented. This financial information is also incomplete in that it does not reflect the operations of DRG Holdco Inc. and Piramal IPP Holdings LLC, which we will acquire as part of the DRG Acquisition.
25

TABLE OF CONTENTS
We may be unable to achieve some or all of the operational cost improvements and other benefits that we expect to realize.
We may not be able to realize all of the cost savings we expect to achieve. In connection with our evaluation of the 2016 Transition, we have estimated the costs we will need to incur in order to operate as an independent company after the Transition Services Agreement expires. In addition, we have estimated that we will be able to achieve additional annual cost savings as a result of other initiatives, particularly by pursuing a number of operational cost improvements identified during diligence, increased overall focus on cost control as a standalone company and certain other restructuring initiatives we plan to undertake. We cannot assure you that we will be able to successfully realize the expected benefits of these initiatives. A variety of risks could cause us not to realize some or all of the expected benefits. These risks include, among others, higher than expected standalone overhead expenses, delays in the anticipated timing of activities related to such initiatives, increased difficulty and cost in establishing ourselves as an independent company, lack of sustainability in cost savings over time, unexpected costs associated with operating our business, inability to eliminate duplicative back office overhead or redundant selling and general and administrative functions and inability to avoid labor disruptions in connection with any integration of the foregoing, particularly in connection with any headcount reductions. Our ability to successfully manage organizational changes is important for our future business success. In particular, our reputation and results of operations could be harmed if employee morale, engagement or productivity decline as a result of organizational or other changes.
Moreover, our implementation of these initiatives may disrupt our operations and performance, and our estimated cost savings from these initiatives are based on several assumptions that may prove to be inaccurate and, as a result, we cannot assure you that we will realize these cost savings. If, for any reason, the benefits we realize are less than our estimates, or our improvement initiatives adversely affect our operations or cost more or take longer to implement than we project, or if our assumptions prove inaccurate, our results of operations may be materially adversely affected.
We are dependent on third parties, including public sources, for data, information and other services, and our relationships with such third parties may not be successful or may change, which could adversely affect our results of operations.
Substantially all of our products and services are developed using data, information or services obtained from third-party providers and public sources, or are made available to our customers or are integrated for our customers’ use through information and technology solutions provided by third-party service providers.
We have commercial relationships with third-party providers whose capabilities complement our own and, in some cases, these providers are also our competitors. The priorities and objectives of these providers, particularly those that are our competitors, may differ from ours, which may make us vulnerable to unpredictable price increases and unfavorable licensing terms. Agreements with such third-party providers periodically come up for renewal or renegotiation, and there is a risk that such negotiations may result in different rights and restrictions which could impact our customers’ use of the content. Moreover, providers that are not currently our competitors may become competitors or be acquired by or merge with a competitor in the future, any of which could reduce our access to the information and technology solutions provided by those companies. If we were to expand our product and service offerings, whether through organic growth or acquisitions, we may launch products and services that compete with providers that are not currently our competitors, which could negatively impact our existing relationships. If we do not maintain, or obtain the expected benefits from, our relationships with third-party providers or if a substantial number of our third-party providers or any key service providers were to withdraw their services, we may be less competitive, our ability to offer products and services to our customers may be negatively affected, and our results of operations could be adversely impacted.
We also depend on public sources in the development of our products and services. These public sources are usually free to access or are available at minimal cost, and do not compete directly with our products and services. If such public sources were to begin competing with us directly, or were to increase the cost to access their data, prohibit us from collecting and synthesizing the data they provide or cease existing altogether, our results of operations could be adversely impacted.
26

TABLE OF CONTENTS
Increased accessibility to free or relatively inexpensive information sources may reduce demand for our products and services.
In recent years, more public sources of free or relatively inexpensive information have become available, particularly through the Internet, and this trend is expected to continue. For example:

some governmental and regulatory agencies have increased the amount of information they make publicly available at no cost;

several companies and organizations have made certain information publicly available at little or no cost; and

“open source” software that is available for free may also provide some functionality similar to that in some of our products.
Public sources of free or relatively inexpensive information may reduce demand for our products and services. Demand could also be reduced as a result of cost-cutting, reduced spending or reduced activity by customers. Our results of operations would be adversely affected if our customers choose to use these public sources as a substitute for our products or services.
We generate a significant percentage of our revenues from recurring subscription-based arrangements, and if we are unable to maintain a high annual revenue renewal rate, our results of operations could be adversely affected.
For the year ended December 31, 2018, approximately 82% of our revenues were subscription-based. In order to maintain existing revenues and to generate higher revenues, we are dependent on a significant number of our customers renewing their arrangements with us. Although many of these arrangements have automatic renewal provisions, with appropriate notice these arrangements are cancellable and our customers have no obligation to renew their subscriptions after the expiration of their initial subscription period. As a result, our past annual revenue renewal rates may not be indicative of our future annual revenue renewal rates, and our annual revenue renewal rates may decline or fluctuate in the future as a result of a number of factors, including customer satisfaction with our products and services, our prices and the prices offered by competitors, reductions in customer spending levels and general economic conditions. Our revenues could also decline if a significant number of our customers renewed their arrangements with us, but reduced the amount of their spending.
In addition, because most of the revenues we report in each quarter are the result of subscription agreements entered into or renewed in previous quarters, a decline in subscriptions in any one quarter may not affect our results in that quarter, but could reduce revenues in future quarters. We may not be able to adjust our cost structure in response to sustained or significant downturns in revenues. Moreover, renewal dates for our subscription agreements are typically concentrated in the first quarter. Adverse events impacting us or our customers occurring in the first quarter may result in us failing to secure subscription agreement renewals, which would have a disproportionately adverse effect on our financial condition and results of operations in future periods.
Failure to protect the reputation of our brands could impact our ability to remain a trusted source of high-quality content, analytics services and workflow solutions.
The reputation of our brands is key to our ability to remain a trusted source of high-quality content, analytics services and workflow solutions and to attract and retain customers. Negative publicity regarding our company or actual, alleged or perceived issues regarding one of our products or services could harm our relationship with customers. Failure to protect the reputation of our brands may adversely impact our credibility as a trusted source of content and may have a negative impact on our business. In addition, in certain jurisdictions we engage sales agents in connection with the sale of certain of our products and services. It is difficult to monitor whether such agents’ representation of our products and services is accurate. Poor representation of our products and services by agents, or entities acting without our permission, could have an adverse effect on our reputation and our business.
27

TABLE OF CONTENTS
Any significant disruption in or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or degradation of our products or services, unauthorized disclosure of data, which could adversely impact our business.
Our reputation and ability to attract, retain and serve our customers is dependent upon the reliable performance and security of our computer systems and those of third parties that we utilize in our operations. These systems may be subject to damage or interruption from natural disasters, terrorist attacks, power loss, telecommunications failures, and cybersecurity risks.
Our computer systems and those of third parties we use in our operations are vulnerable to cybersecurity risks, including cyber-attacks, both from state-sponsored entities and individual activity, such as computer viruses, denial of service attacks, physical or electronic break-ins and similar disruptions. We have implemented certain systems and processes to thwart hackers and protect our data and systems, however, these systems and processes may not be effective and may have the unintentional effect of reducing the functionality of our operations. Any significant disruption to our operations or access to our systems could result in a loss of customers and adversely affect our business and results of operations.
Our ability to effectively use the Internet may also be impaired due to system or infrastructure failures, service outages at third-party Internet providers or increased government regulation, and such impairment may result in shortage of capacity and increased costs associated with such usage. These events may affect our ability to store, process and transmit data and services to our customers.
We utilize our own communications and computer hardware systems located either in our facilities or in that of a third-party web hosting provider. In addition, we utilize third-party “cloud” computing services in connection with our business operations. Problems faced by us or our third-party web hosting, “cloud” computing, or other network providers, including technological or business-related disruptions, as well as cybersecurity threats, could adversely impact our customers.
We rely upon a third party cloud computing service to support our operations, and any disruption of or interference with our use of such service or material change to our arrangement with this provider could adversely affect our business.
We currently host the vast majority of our computing on a distributed computing infrastructure platform for business operations, or what is commonly referred to as a “cloud” computing service, and have completed the migration of our product and services platform from Thomson Reuters to a third party cloud computing service.
We do not have control over the operations of the facilities of the third party cloud computing service that we use. These facilities are vulnerable to damage or interruption from natural disasters, cyber security attacks, including ransomware attacks, terrorist attacks, power losses, telecommunications failures, or other unanticipated problems which could result in lengthy interruptions to our operations. In the event of damage or interruption, our insurance policies may not adequately compensate us for any losses that we may incur. These facilities could also be subject to break-ins, computer viruses, sabotage, intentional acts of vandalism, and other misconduct. Our uninterrupted use of this third party cloud computing service is critical to our success. This, coupled with the fact that we cannot easily switch our cloud computing operations to another cloud provider, means that any disruption of or interference with our use of our current third party cloud computing service could disrupt our operations and our business would be adversely impacted.
Our third party cloud computing service provider provides us with their standard computing and storage capacity, service level agreements, and related support in exchange for timely payment by us under the terms of our agreement, which continues until terminated by either party. Such provider may terminate the agreement without cause by providing 90 days’ prior written notice, and may terminate the agreement with 30 days’ prior written notice for cause, including any material default or breach of the agreement by us that we do not cure within the 30-day period. If any of our arrangements with our third party cloud computing service provider are terminated, we could experience interruptions in our products and services, as well as delays and additional expenses in arranging new facilities and services.
28

TABLE OF CONTENTS
Our third party cloud computing service provider does not have an obligation to renew its agreements with us on commercially reasonable terms, or at all. If we are unable to renew our agreements on commercially reasonable terms, our agreements are prematurely terminated, or we add additional infrastructure providers, we may experience costs or downtime in connection with the transfer to, or the addition of, new data center providers. If these providers increase the cost of their services, we may have to increase fees to our customers, and our operating results may be adversely impacted.
We have implemented a new enterprise resource planning system, and challenges with the system may impact our business and operations.
We recently completed a complex, multi-year implementation of a new global enterprise resource planning system (“ERP”). The ERP, which required the implementation of over twenty integrated applications, is designed to accurately maintain our books and records and provide information to our management team important to the operation of the business. Our ERP will continue to require ongoing investment in the ordinary course. If the system as it currently stands or after necessary investments does not result in our ability to maintain accurate books and records, our financial condition, results of operations and cash flows could be negatively impacted. Additionally, conversion from our old Thomson Reuters system to the ERP may cause inefficiencies and excess costs until the ERP is stabilized and mature.
The implementation of our ERP mandated new procedures and many new key controls over financial reporting. These procedures and controls are not yet mature in their operation and not fully tested by either our internal or external auditors. If we are unable to adequately implement and maintain procedures and controls relating to our ERP, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired. See “— If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.”
We may be unable to derive fully the anticipated benefits from organic growth, existing or future acquisitions, joint ventures, investments or dispositions.
We seek to achieve our growth objectives by (i) optimizing our offerings to meet the needs of our customers through organic development, including by delivering integrated workflow platforms, cross-selling our products across our existing customer base, acquiring new customers and implementing operational efficiency initiatives, (ii) through acquisitions, joint ventures, investments and dispositions, such as our pending acquisition of DRG, and (iii) through implementing our transformational strategy in connection with the 2019 Transaction. If we are unable to successfully execute on our strategies to achieve our growth objectives or drive operational efficiencies, or if we experience higher than expected operating costs that cannot be adjusted accordingly, our growth rates and profitability could be adversely affected. See “— We may not be able to achieve the expected benefits of the DRG Acquisition, including anticipated revenue and cost synergies and costs associated with achieving synergies or integrating DRG may exceed expectations.”
Acquisitions have not historically been a significant part of our growth strategy; however, going forward, we expect to evaluate and, where appropriate, opportunistically undertake acquisitions. To the extent we seek to grow our business through acquisitions, we may not be able to successfully identify attractive acquisition opportunities or make acquisitions on terms that are satisfactory to our company from a commercial perspective. In addition, competition for acquisitions in the markets in which we operate during recent years has increased, and may increase costs of acquisitions or cause us to refrain from making certain acquisitions. We may also be subject to increasing regulatory scrutiny from competition and antitrust authorities in connection with acquisitions. Achieving the expected returns and synergies from existing and future acquisitions will depend in part upon our ability to integrate the products and services, technology, administrative functions and personnel of these businesses into our product lines in an efficient and effective manner. We cannot assure you that we will be able to do so, or that our acquired businesses will perform at anticipated levels or that we will be able to obtain these synergies. Management resources may also be diverted from operating our existing businesses to certain acquisition integration challenges. If we are unable to successfully integrate acquired businesses, our anticipated revenues and profits may be lower. Our profit margins may also be lower, or diluted, following the acquisition of companies whose profit margins are less than those of our existing businesses.
29

TABLE OF CONTENTS
In addition, we may incur earn-out and contingent consideration payments in connection with future acquisitions, which could result in a higher than expected impact on our future earnings. We may also finance future transactions through debt financing, including significant draws on the Revolving Credit Facility or use of our incremental capacity under our Term Loan Facility, if any, the issuance of our equity securities, the use of existing cash, cash equivalents or investments or a combination of the foregoing. Acquisitions financed with debt could require us to dedicate a substantial portion of our cash flows to principal and interest payments and could subject us to restrictive covenants. For example, in connection with the DRG Acquisition, we have secured a backstop of the full amount of the $900.0 million of cash consideration in the form of a $950.0 million senior unsecured bridge facility commitment from affiliates of the underwriters. See “Underwriting.” We intend to finance a portion of the cash purchase price for the DRG Acquisition that is due at closing, subject to market conditions and other factors, with net proceeds from this offering. We anticipate that the portion of the cash purchase price that is not funded through this offering will be funded through the incurrence of additional indebtedness, however there is no assurance that we will be successful in obtaining such additional financing on attractive terms or at all, and as a result, we may be required to draw on the senior unsecured bridge facility, which could be costly to us and would subject us to additional restrictive covenants. The DRG Acquisition or any future acquisitions financed with our own cash could deplete the cash and working capital available to fund our operations adequately. Difficulty borrowing funds, selling securities or generating sufficient cash from operations to finance our activities may have a material adverse effect on our results of operations.
We may also decide from time to time to dispose of assets or product lines that are no longer aligned with strategic objectives and we deem to be non-core. For example, in 2018, we completed the divestiture of our IPM Product Line and, in November 2019, we announced an agreement to sell the MarkMonitor™ brand protection, antipiracy and antifraud businesses. The divestiture was completed on January 1, 2020. Once a decision to divest has been made, there can be no assurance that a transaction will occur, or if a transaction does occur, there can be no assurance as to the potential value created by the transaction. The process of exploring strategic alternatives or selling a business could negatively impact customer decision-making and cause uncertainty and negatively impact our ability to attract, retain and motivate key employees. In addition, we expend costs and management resources to complete divestitures. Any failures or delays in completing divestitures could have an adverse effect on our financial results and on our ability to execute our strategy.
We may face liability for content contained in our products and services.
We may be subject to claims for breach of contract, defamation, libel, copyright or trademark infringement, fraud or negligence, violation of laws or regulations or other theories of liability, in each case relating to the data, articles, commentary, information or other content we collect and distribute in the provision of our products and services. If such data or other content or information that we distribute has errors, is delayed or has design defects, we could be subject to liability or our reputation could suffer. We could also be subject to claims based upon the content that is accessible from our corporate website or those websites that we own and operate through links to other websites. Further, we could be subject to claims that we have misused data inputs provided by third-party suppliers. Any such claim, even if the outcome were to be ultimately favorable to us, could involve a significant commitment of our management, personnel, financial and other resources and could have a negative impact on our reputation. In addition, such claims and lawsuits, or any resulting reputational harm, could have a material adverse effect on our financial condition or results of operations.
Exchange rate fluctuations and volatility in global currency markets may have a significant impact on our results of operations.
As a company with global operations, we face exposure to adverse movements in foreign currency exchange rates. Exchange rate movements in our currency exposures may cause fluctuations in our financial statements. Due to our global presence, a portion of our revenues, operating expense and assets and liabilities are non-U.S. dollar denominated and therefore subject to foreign currency fluctuation. We face exposure to currency exchange rates as a result of the growth in our non-U.S. dollar denominated operating expense across Europe, Asia and Latin America. For example, an increase in the value of non-U.S. dollar currencies against the U.S. dollar could increase costs for delivery of products, services and also increase
30

TABLE OF CONTENTS
cost of local operating expenses and procurement of materials or services that we purchase in foreign currencies by increasing labor and other costs that are denominated in such local currencies. In addition, an increase in the value of the U.S. dollar could increase the real cost to our customers of our products in those markets outside the United States where we price our products and services in U.S. dollars. As a result of the foregoing, our results of operations may be materially adversely affected. These risks related to exchange rate fluctuations and currency volatility may increase in future periods as our operations outside of the United States continue to expand.
We may in the future hedge against currency exposure associated with anticipated foreign currency cash flows or assets and liabilities denominated in foreign currency. Such attempts to offset the impact of currency fluctuations are costly, and there can be no assurance that currency hedging activities would be successful. Losses associated with these hedging instruments may negatively affect our results of operations, and any such currency hedging activities themselves would be subject to risk, including risks related to counterparty performance.
The international scope of our operations and our corporate and financing structure may expose us to potentially adverse tax consequences.
We are subject to taxation in, and to the tax laws and regulations of, multiple jurisdictions as a result of the international scope of our operations and our corporate and financing structure. We are also subject to intercompany pricing laws, including those relating to the flow of funds between our companies pursuant to, for example, purchase agreements, licensing agreements or other arrangements. Adverse developments in these laws or regulations, or any change in position regarding the application, administration or interpretation of these laws or regulations in any applicable jurisdiction, could have a material adverse effect on our business, financial condition and results of operations. Furthermore, changes in the tax laws or tax treaties (or their interpretation, for example, see below in relation to the “MLI”) of the countries in which we operate may severely and adversely affect our ability to efficiently realize income or capital gains or mitigate withholding taxes and may subject us to tax and return filing obligations in such countries. Such changes may increase our tax burden and/or may cause us to incur additional costs and expenses in compliance with such changes. In addition, the tax authorities in any applicable jurisdiction may disagree with the positions we have taken or intend to take regarding the tax treatment or characterization of any of our transactions, including the tax treatment or characterization of our indebtedness. If any applicable tax authorities were to successfully challenge the tax treatment or characterization of any of our transactions, it could result in the disallowance of deductions, the imposition of withholding taxes, the reallocation of income or other consequences that could have a material adverse effect on our business, financial condition and results of operations.
In addition, the U.S. Congress, the UK Government, the Organization for Economic Co-operation and Development (the “OECD”), and other government agencies in jurisdictions where we and our affiliates do business have had an extended focus on issues related to the taxation of multinational corporations. One example is in the area of  “base erosion and profit shifting” where payments are made between affiliates in different jurisdictions, sometimes for tax optimization reasons. The OECD’s base erosion and profit shifting (“BEPS”) initiative is aimed at addressing some of these issues which includes introducing provisions limiting the deductibility of interest for tax purposes by reference to the percentage of relevant EBITDA of the paying entity or the relevant group and disallowing deductibility arising out of so-called “hybrid mismatches.”
The BEPS initiative also proposes to transpose certain measures into existing tax treaties of participating states. Such measures include the inclusion in tax treaties of one, or both, of a “limitation-on-benefit” (“LOB”) rule and a “principal purposes test” (“PPT”) rule. The application of the LOB rule or the PPT rule could deny the availability of tax treaty benefits (such as a reduced rate of withholding tax) under tax treaties on which we currently rely. Such changes are to be implemented by the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “MLI”) which currently has been signed by over 90 jurisdictions.
31

TABLE OF CONTENTS
Also, within the European Union (the “EU”), the European Council Directive 2016/1164 (Anti-Tax Avoidance Directive (“ATAD”)) required EU member states to transpose certain measures into national legislation by December 31, 2018, including provisions similar to those outlined above. ATAD has been supplemented by European Council Directive 2017/952 (“ATAD II”). EU member states were required to transpose ATAD II into national legislation by December 31, 2019.
Another example of the extended focus on issues related to the taxation of multinational corporations are the proposals by the European Commission, the United Kingdom and other jurisdictions to introduce a digital services tax, which at the date hereof are generally still either under consultation or have not yet been formally implemented. The scope of any future changes in this area are likely to be wide-ranging and may result in companies (including us and our subsidiaries) being subject to tax in jurisdictions in which they may not otherwise have a taxable presence on revenues generated by reference to certain digital services, including the supply of advertising space, the supply of online marketplaces and the transmission of collected user data. The full impact of these initiatives, directives and tax rules remains unclear but the outcome may increase our tax burden (and in addition, may also necessitate additional expenditure on compliance and result in other costs and expenses being incurred) which, as a result, could adversely affect our business, financial condition and results of operations.
U.S. tax legislation enacted in 2017 has significantly changed U.S. federal income tax rules and may materially adversely affect our financial condition, results of operations and cash flows.
U.S. tax legislation enacted in 2017 has significantly changed U.S. federal income tax rules with respect to business entities and other taxpayers, including by reducing the U.S. corporate income tax rate, limiting certain interest deductions, permitting immediate expensing of certain capital expenditures, adopting elements of a territorial tax system, revising the rules governing net operating losses and introducing new anti-base erosion provisions, in each case, for U.S. federal income tax purposes. Some of these changes were made effective immediately, without any transition periods or grandfathering for existing transactions. The legislation could be subject to future potential amendments and technical corrections, as well as further interpretations and implementing regulations by the Treasury Department and Internal Revenue Service, any of which could lessen or increase certain adverse impacts of the legislation. In addition, it remains unclear in many respects how these U.S. federal income tax changes may affect state and local taxation.
The impact that these changes could have on us remains unclear in many respects, but these changes, as well as any further changes in the law or any implementing regulations or other authorities, could have an adverse impact on our operating results, financial condition and business operations. Investors are urged to consult their tax advisors regarding the effect of such changes on an investment in us.
Our international operations require us to comply with various trade restrictions, such as sanctions and export controls.
We are subject to various trade restrictions, including trade and economic sanctions and export controls (collectively, “Trade Controls”), imposed by governments around the world with jurisdiction over our operations. Such Trade Controls prohibit or restrict transactions involving certain persons and certain designated countries or territories, including Cuba, Iran, Syria, North Korea and the Crimea Region of Ukraine. Our failure to successfully comply with applicable Trade Controls may expose us to legal, business or reputational harm, possibly including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions, debarment from government contracts and other measures. Investigations of alleged violations can be expensive and disruptive.
As part of our business, we engage in limited sales and transactions involving certain countries that are targets of Trade Controls. We believe that such sales and transactions are authorized by applicable regulatory exemptions. Under the informational materials exemption to the U.S. economic sanction programs, we are permitted to make certain sales to Iran, Cuba and Syria.
We endeavor to conduct our activities in compliance with applicable Trade Controls and maintain policies and procedures reasonably designed to promote compliance. However, we cannot guarantee that our policies and procedures will be effective in preventing violations, which could adversely affect our
32

TABLE OF CONTENTS
business, reputation, financial condition and results of operations. Further, we cannot predict the nature, scope or effect of future regulatory requirements, including changes that may affect existing regulatory exceptions, and we cannot predict the manner in which existing laws and regulations might be administered or interpreted.
Our failure to comply with the anti-corruption laws of the United States and various international jurisdictions could negatively impact our reputation and results of operations.
Doing business on a worldwide basis requires us to comply with anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, which may include the U.S. Foreign Corrupt Practices Act (“FCPA”) and the UK Bribery Act 2010 (“UK Bribery Act”), as well as the laws of the countries where we do business. These laws and regulations may restrict our operations, trade practices, investment decisions and partnering activities. The FCPA, the UK Bribery Act and other applicable laws prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to “foreign officials” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The UK Bribery Act also prohibits non-governmental “commercial” bribery and accepting bribes. As part of our business, we deal with governments and state-owned business enterprises, the employees and representatives of which may be considered “foreign officials” for purposes of the FCPA and the UK Bribery Act. We also are subject to the jurisdiction of various governments and regulatory agencies around the world, which may bring our personnel and representatives into contact with “foreign officials” responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations.
In addition, some of the international locations in which we operate lack a developed legal system and have elevated levels of corruption. Our international operations expose us to the risk of violating, or being accused of violating, anti-corruption laws and regulations. Our failure to successfully comply with these laws and regulations may expose us to reputational harm, as well as significant sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive. We maintain policies and procedures designed to comply with applicable anti-corruption laws and regulations. However, there can be no guarantee that our policies and procedures will effectively prevent violations by our employees or business partners acting on our behalf, including agents, for which we may be held responsible, and any such violation could adversely affect our reputation, business, financial condition and results of operations.
The United Kingdom’s withdrawal from the EU may have a negative effect on global economic conditions, financial markets and our business.
We have material business operations in Europe, and our headquarters is in the United Kingdom. Following a national referendum in which a majority of voters in the United Kingdom elected to withdraw from the European Union, the government of the United Kingdom formally initiated the process for withdrawal in March 2017. The United Kingdom and the European Union subsequently agreed to a withdrawal agreement which, after being approved by the United Kingdom Parliament and ratified by the European Parliament, resulted in the United Kingdom formally leaving the European Union January 31, 2020. Under the withdrawal agreement, the United Kingdom is subject to a transition period until December 31, 2020, during which time European Union rules will continue to apply. Negotiations between the United Kingdom and the European Union are expected to continue in relation to the customs and trading relationship between the United Kingdom and the European Union following expiration of the transition period.
Although we generated only approximately 5% of our revenues in the United Kingdom for the LTM Period, the consequences of the United Kingdom’s withdrawal from the European Union have had and may continue to have a material adverse effect upon global economic conditions and the stability of global financial markets, and could significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Asset valuations, currency exchange rates and credit ratings have been and may continue to be subject to increased market volatility. Lack of clarity about
33

TABLE OF CONTENTS
future United Kingdom laws and regulations as the United Kingdom determines which European Union laws to replace or replicate in the aftermath of withdrawal, including financial laws and regulations, tax and free trade agreements, tax and customs laws, intellectual property rights, environmental, health and safety laws and regulations, immigration laws, employment laws and transport laws could increase costs, depress economic activity, restrict our access to capital, impair our ability to attract and retain qualified personnel, and have other adverse consequences.
If the United Kingdom and the European Union are unable to negotiate an acceptable long-term customs and trading relationship, barrier-free access between the United Kingdom and other European Union member states or among the European economic area overall could be diminished or eliminated. Any of these factors could have a material adverse effect on our business, financial condition and results of operations and reduce the price of our ordinary shares.
Fraudulent or unpermitted data access or other cyber-security or privacy breaches may cause some of our customers to lose confidence in our security measures and could result in increased costs for our company.
We collect, store and use public records, IP and sensitive data. If the DRG Acquisition is consummated, we will also collect de-identified health data and on occasion, may collect a limited amount of patient identifiable information, which is distributed on an de-identified and aggregate basis. In addition, our internal systems contain confidential information, our proprietary business information and personally identifiable information of our employees and customers. A number of our customers and suppliers also entrust us with storing and securing their own confidential data and information. Similar to other global multinational companies that provide services online, we experience cyber-threats, cyber-attacks and other attempts to breach the security of our systems, which can include unauthorized attempts to access, disable, improperly modify or degrade our information, systems and networks, the introduction of computer viruses and other malicious codes and fraudulent “phishing” e-mails that seek to misappropriate data and information or install malware onto users’ computers. Cyber-threats in particular vary in technique and sources, are persistent, frequently change and increasingly are more sophisticated, targeted and difficult to detect and prevent. In particular, our MarkMonitor brand of products, which are used to detect and protect against domain name infringements, have been, and will continue to be, the target of cyber-attacks due to the nature of the offering they provide.
Under the Transition Services Agreement, we relied on dedicated Thomson Reuters personnel who were responsible for maintaining appropriate levels of cyber-security for products and services hosted in Thomson Reuters data centers. In order to comply with Thomson Reuters’ system access requirements and procedures, only Thomson Reuters’ information security personnel could provide support for products and services hosted in Thomson Reuters data centers. We have gradually transitioned away from this arrangement and hired our own information security personnel. These information security personnel are still relatively new to us and may not be able to provide the same level of support that Thomson Reuters personnel previously provided. We also utilize third-party technology, products and services to help identify, protect and remediate our information technology systems and infrastructure against security breaches and cyber-incidents. However, our measures may not be adequate or effective to prevent, identify or mitigate attacks or breaches caused by employee error, malfeasance or other disruptions. In addition, we rely on a system of internal processes and software controls, along with policies, procedures and training to protect the confidentiality of customer data. If we fail to maintain the adequacy of our internal controls, if an employee, consultant or third-party provider purposely circumvents or violates our internal controls, policies or procedures or if we fail to adequately address the requirements of our customers’ internal controls, policies or procedures, as a result of contractual requirements or otherwise, then unauthorized access to, or disclosure or misappropriation of, customer data could occur.
We are also dependent on security measures that some of our third-party suppliers are taking to protect their own systems and infrastructure. For example, our outsourcing of certain functions requires us to sometimes grant network access to third-party suppliers. If our third-party suppliers do not maintain adequate security measures or do not perform as anticipated and in accordance with contractual requirements, we may experience security breaches, operational difficulties and/or increased costs.
34

TABLE OF CONTENTS
Any fraudulent, malicious or accidental breach of data security could result in unintentional disclosure of, or unauthorized access to, customer, vendor, employee or other confidential or sensitive data or information, which could potentially result in additional costs to our company to enhance security or to respond to occurrences, lost sales, violations of privacy or other laws, notifications to individuals, penalties or litigation. While we maintain what we believe is sufficient insurance coverage that may (subject to certain policy terms and conditions including self-insured deductibles) cover certain aspects of security and cyber-risks and business interruption, our insurance coverage may not cover all costs or losses. Additionally, any fraudulent, malicious or accidental breach of data security could result in our disclosing valuable trade secrets, know-how or other confidential information. Media or other reports of perceived security vulnerabilities to our systems or those of our third-party suppliers, even if no breach has been attempted or occurred, could also adversely impact our brand and reputation and cause customers to lose confidence in our security measures and reliability, which would harm our ability to retain customers and gain new ones, and materially impact our business and results of operations.
Our international operations subject us to increased risks.
We have international operations and, accordingly, our business is subject to risks resulting from differing legal and regulatory requirements, political, social and economic conditions and unforeseeable developments in a variety of jurisdictions. We have expanded our presence in a number of major regions, including China and certain emerging markets such as India, and we plan to continue such expansion. Our international operations are subject to the following risks, among others:

political instability;

international hostilities, military actions, terrorist or cyber-terrorist activities, natural disasters, pandemics, and infrastructure disruptions;

differing economic cycles and adverse economic conditions;

unexpected changes in regulatory environments and government interference in the economy;

changes to economic sanctions laws and regulations, including regulatory exemptions that currently authorize certain of our limited dealings involving sanctioned countries;

varying tax regimes, including with respect to the imposition of withholding taxes on remittances and other payments by our partnerships or subsidiaries;

differing labor regulations, particularly in India where we have a significant number of employees;

foreign exchange controls and restrictions on repatriation of funds;

fluctuations in currency exchange rates;

inability to collect payments or seek recourse under or comply with ambiguous or vague commercial or other laws;

insufficient protection against product piracy and differing protections for IP rights;

varying attitudes towards censorship and the treatment of information service providers by foreign governments, in particular in emerging markets;

difficulties in attracting and retaining qualified management and employees, or rationalizing our workforce;

differing business practices, which may require us to enter into agreements that include non-standard terms; and

difficulties in penetrating new markets due to entrenched competitors, lack of recognition of our brands or lack of local acceptance of our products and services.
Our overall success as a global business depends, in part, on our ability to anticipate and effectively manage these risks, and there can be no assurance that we will be able to do so without incurring unexpected costs. If we are not able to manage the risks related to our international operations, our business, financial condition and results of operations may be materially affected.
35

TABLE OF CONTENTS
The U.S. government has recently proposed, among other actions, imposing new or higher tariffs on specified products imported from China to penalize China for what it characterizes as unfair trade practices and China has responded by proposing new or higher tariffs on specified products imported from the United States. The proposed tariffs may cause the depreciation of the renminbi (“RMB”) currency and a contraction of certain Chinese industries, which may in turn have a negative impact on our customers in China. As a result, we may have access to fewer business opportunities and our operations in that region may be negatively impacted. In addition, future actions or escalations by either the United States or China that affect trade relations may cause global economic turmoil and potentially have a negative impact on our business.
If governments or their agencies reduce their demand for our products or services or discontinue or curtail their funding, our business may suffer. Moreover, if we fail to comply with government contracting regulations, we could suffer a loss of revenues or incur price adjustments or other penalties.
The principal customers for certain of the products and services offered by our Web of Science product line are universities and government agencies, which fund purchases of these products and services from limited budgets that are sensitive to changes in private and governmental sources of funding. Recession, economic uncertainty or austerity have contributed, and may in the future contribute, to reductions in spending by such sources. Accordingly, any further decreases in budgets of universities or government agencies, which have remained under pressure, or changes in the spending patterns of private or governmental sources that fund academic institutions, are likely to adversely affect our results of operations.
In addition, we are subject to government procurement and contracting regulations, including the Federal Acquisition Regulation (the “FAR”). The FAR governs U.S. government contract pricing, including the establishment of fixed prices and labor categories/fixed hourly rates for the performance of certain of our U.S. government contracts. Under the FAR, certain contract pricing may be subject to change. Additionally, under the FAR, the U.S. government is entitled, after final payment on certain negotiated contracts, to examine our cost records with respect to such contracts and to seek a downward adjustment to the price of the contract if it determines that we failed to furnish complete, accurate and current cost or pricing data in connection with the negotiation of the price of the contract.
In connection with our U.S. government contracts, we are also subject to government inquiries, audits and review of our performance under contracts, our related cost structure and compliance with applicable laws, regulations and standards. The U.S. government contracting entity may also review the adequacy of and our compliance with our internal policies, procedures and internal controls. The U.S. government contracting party may modify, curtail or terminate its contracts and subcontracts with us, without prior notice and either at its convenience or for default based on performance. In addition, funding pursuant to our U.S. government contracts may be reduced or withheld as part of the U.S. Congressional appropriations process due to fiscal constraints, changing U.S. priorities or due to other reasons. Further, as a U.S. government contractor, we are subject to U.S. government inquiries, investigations, legal actions and liabilities that would not apply to a non-U.S. government contractor. In certain circumstances, if we do not comply with the terms of a contract or with regulations or statutes, our U.S. government contracts could be terminated, we could be subject to downward contract price adjustments or refund obligations, we could be assessed civil or criminal penalties (including under the False Claims Act) or we could be debarred or suspended from obtaining future contracts with the U.S. government for a specified period of time. Any such termination, adjustment, sanction, debarment or suspension could have an adverse effect on our business. We also could suffer reputational harm if allegations of impropriety were made against us, even if such allegations are later determined to be false.
We may be adversely affected by changes in legislation and regulation, which may impact how we provide products and services and how we collect and use information, in particular laws relating to the use of personal data. Our collection, storage and use of personal data are subject to applicable data protection and privacy laws, and any failure to comply with such laws may harm our reputation and business or expose us to fines and other enforcement action.
Legislative and regulatory changes that impact us and our customers’ industries may impact how we provide products and services to our customers. Laws relating to e-commerce, electronic and mobile communications, privacy, data security, data protection, anti-money laundering, direct marketing and
36

TABLE OF CONTENTS
digital advertising and the use of public records have become more prevalent and developed in recent years. It is difficult to predict in what form laws and regulations will be adopted or how they will be construed by the relevant regulators or courts, or the extent to which any changes might adversely affect us. Delays in adapting our products and services to legislative and regulatory changes could harm our reputation. Also, we may be slower to respond to changes in legislation or regulation than some of our competitors or we may become subject to new legislation or regulation with regard to the products and services we offer which could cause us to be prohibited from providing certain services or make provision of affected services more expensive. We may be required to expend significant capital and other resources to ensure ongoing compliance with these laws and regulations. Claims that we have breached applicable laws or violated individuals’ privacy rights or breached our data protection obligations, even if we are not found liable, could be expensive and time-consuming to defend and could result in adverse publicity that could harm our business.
For example, the new EU-wide General Data Protection Regulation (“GDPR”) became applicable on May 25, 2018, replacing the data protection laws of each EU member state. The GDPR implemented more stringent operational requirements for processors and controllers of personal data, including, for example, expanded disclosures about what and how personal information is to be used, limitations on retention of information, increased requirements to erase an individual’s information upon request, mandatory data breach notification requirements and higher standards for data controllers to demonstrate that they have obtained valid consent from individuals to process their personal data (or reliance on another appropriate legal basis) for certain data processing activities. It also significantly increased penalties for non-compliance, including where we act as a data processor.
In recent years, U.S. and European lawmakers and regulators have expressed concern over electronic marketing and the use of third-party cookies, web beacons and similar technology for online behavioral advertising. In the EU, marketing is defined broadly to include any promotional material and the rules specifically on e-marketing are currently set out in the ePrivacy Directive which will be replaced by a new ePrivacy Regulation. While no official timeframe has been given for the ePrivacy Regulation, there will be a transition period after the ePrivacy Regulation is agreed for compliance, and commentators consider it unlikely to come into force before 2021. We are likely to be required to expend further capital and other resources to ensure compliance with these changing laws and regulations.
The ePrivacy Regulation will be directly implemented into the laws of each of the EU Member States, without the need for further enactment. When implemented, the ePrivacy Regulation is expected to alter rules on third-party cookies, web beacons and similar technology for online behavioral advertising and to impose stricter requirements on companies using these tools. Regulation of cookies and web beacons may lead to broader restrictions on our online activities, including efforts to understand followers’ Internet usage and promote ourselves to them. The current draft of the ePrivacy Regulation significantly increases fining powers to the same levels as the GDPR. Given the delay in finalizing the ePrivacy Regulation, certain EU regulators have issued guidance (including UK and French data protection regulators) on the requirement to seek strict opt-in, unbundled consent to use all non-essential cookies. We will need to make changes to our cookies notice to meet these requirements but we do not anticipate that the new regulation will significantly adversely affect us.
In the ordinary course of business, we collect, store, use and transmit certain types of information that are subject to different laws and regulations. In particular, data security and data protection laws and regulations that we are subject to often vary by jurisdiction and include, without limitation, various U.S. state regulations, data security and data protection laws and regulations in Japan, Singapore, Canada and Australia, and laws within EU member states that derogate from the requirements of the GDPR mainly in regard to specific processing situations (including special category data and processing for scientific or statistical purposes). As the EU member start taking enforcement action, continue to reframe their national legislation to harmonize with the GDPR and issue guidance, we will need to monitor compliance with all relevant EU member states’ laws, regulations and guidance, including where derogations from the GDPR are introduced.
Although we have executed intra-company “Standard Contractual Clauses” in compliance with the GDPR, which allow for the transfer of personal data from the EU to other jurisdictions (including the United States), data security and data protection laws and regulations are continuously evolving. There are
37

TABLE OF CONTENTS
currently a number of legal challenges to the validity of EU mechanisms for adequate data transfers (such as the Privacy Shield Framework and the Standard Contractual Clauses), and our work could be impacted by changes in law as a result of a future review of these transfer mechanisms by European regulators under the GDPR, as well as current challenges to these mechanisms in the European courts. Brexit may also mean that we are required to take additional steps to ensure that data flows from EU members states to the United Kingdom are not disrupted and remain permissible after the exit date.
In addition, California has enacted the California Consumer Privacy Act, or CCPA, which became effective on January 1, 2020. The CCPA requires, among other things, new disclosures to California residents, imposes new rules for collecting or using information, requires companies to comply with data subject access and deletion requests, affords California residents the right to opt out of certain disclosures of personal information, and provides a new private cause of action for data breaches. Regulations from the California Attorney General have not been finalized, and it is expected that additional amendments to the CCPA will be introduced in 2020. It therefore remains unclear what, if any, changes will be made to this legislation, what regulations will be implemented pursuant to the law, or how it will be interpreted. However, as passed, the effects of the CCPA potentially are significant and may require us to modify our data collection or processing practices and policies and to incur substantial costs and expenses in an effort to comply.
Although we have implemented policies and procedures that are designed to ensure compliance with applicable laws, rules and regulations, if our privacy or data security measures fail to comply with applicable current or future laws and regulations, we may be subject to fines, litigation, regulatory investigations, enforcement notices requiring us to change the way we use personal data or our marketing practices or other liabilities such as compensation claims by individuals affected by a personal data breach, as well as negative publicity and a potential loss of business. Fines are significant in some countries (e.g., the GDPR introduced fines of up to €20,000,000 or up to 4% of the total worldwide annual turnover of the preceding financial year (whichever is higher)) as well as litigation, compensation claims by affected individuals (including class action type litigation where individuals suffer harm), regulatory investigations and enforcement notices requiring us to change the way we use personal data.
As a result of publicity surrounding GDPR in particular, some customers and prospective customers have asked us to demonstrate our compliance with GDPR as a condition of purchasing our services. We have been negatively affected by GDPR by loss of marketing contacts and loss of WHOIS data as a source for Brand Protection services.
Existing and proposed legislation and regulations, including changes in the manner in which such legislation and regulations are interpreted by courts, regulators and/or guidance may:

impose limits on our collection and use of certain kinds of information and our ability to communicate such information effectively to our customers; and

increase our cost of doing business or require us to change some of our existing business practices.
Actions by governments that restrict access to our platform in their countries could substantially harm our business and financial results.
Governments of one or more countries in which we operate from time to time seek to censor the Internet, restrict access to selected foreign websites from their country, or otherwise impose restrictions if they consider such information or the provision thereof is in violation of their laws or regulations.
Governmental authorities in other countries may seek to restrict user access to our products if they consider us to be in violation of their laws or for other reasons. In the event that the information and analytics provided on our platform is subject to censorship, or any governmental authorities restrict access to our products, or our competitors are able to successfully penetrate new geographic markets or capture a greater share of existing geographic markets that we cannot access or where we face restrictions, our ability to maintain or expand our geographical markets may be adversely affected, and our business operations and financial results could be adversely affected.
38

TABLE OF CONTENTS
Our IP rights may not be adequately protected, which may adversely affect our financial results.
We believe that our product development, brand recognition and reputation, and the technological and innovative skills of our personnel are essential to establishing and maintaining our leadership position. We rely on a combination of patent, copyright, trademark, trade secret protection, confidentiality procedures, technical measures and contractual agreements with our customers and employees to establish and protect our IP rights in our products and services. If we fail to protect our IP rights, our competitive position could suffer, which could adversely affect our business, financial condition and results of operations.
Piracy and unauthorized use of proprietary rights is a prevalent problem in general. We may be forced to initiate litigation to protect our IP rights. Litigating claims related to the enforcement of IP rights is very expensive and can be burdensome in terms of management time and resources, which could adversely affect our business and results of operations. The risk of not adequately protecting our IP rights and our exposure to competitive pressures may be increased if a competitor should resort to unlawful means in competing against us or design around our IP rights.
In addition, our legal rights and contractual agreements may provide only limited protection. Some of the content and data we use in our products and services is not proprietary to us, and can be obtained for free from public sources. Accordingly, competitors can obtain such content and data and incorporate them into competing products and services. Our customers may bypass certain of our products and services and obtain the content and data themselves. Databases in general enjoy very limited protection under IP laws. In the absence of more robust protection under IP laws, we rely on technical measures and contractual provisions to protect our databases. However, third parties may be able to copy, infringe or otherwise profit from our databases without authorization and the Internet may facilitate these activities. Moreover, it is technically possible for customers of certain of our services to make unauthorized copies of the content and data and distribute them beyond our control.
We also conduct business in some countries where the extent of effective legal protection for IP rights is uncertain. Even if we have IP rights, there is no guarantee that such rights will provide adequate protection of our databases, software or other items we consider proprietary. We may also be required to compromise protections or yield rights to technology, data or intellectual property in order to conduct business in or access markets in certain jurisdictions, either through formal written agreements or due to legal or administrative requirements in the host nation. If we are not able to protect our IP rights, our business, financial condition and results of operations results may be adversely affected.
Some of our competitors may also be able to develop new products or services that are similar to ours without infringing our intellectual property rights, which could adversely affect our financial condition and results of operations.
We may face IP infringement claims that could be costly to defend and result in our loss of significant rights.
From time to time, we may receive notices from third parties claiming infringement by our products and services of third-party patent and other IP rights. As the number of products and services in our markets increases and the functionality of these products and services further overlaps with third-party products and services, we may become increasingly subject to claims by a third party that our products and services infringe such party’s IP rights. In addition, there is a growing occurrence of patent suits being brought by non-practicing organizations that use patents to generate revenues without manufacturing, promoting or marketing products or investing in R&D in bringing products to markets. These organizations continue to be active and target whole industries as defendants. We may not prevail in any such suit given the complex technical issues and inherent uncertainties in IP litigation. If an infringement suit against us is successful, we may be required to compensate the third party bringing the suit either by paying a lump sum or ongoing license fees to be able to continue selling a particular product or service. This type of compensation could be significant. We might also be prevented or enjoined by a court from continuing to provide the affected product or service and may be forced to significantly increase our development efforts and resources to redesign such product or service. We may also be required to defend or indemnify any customers, partners or agents who have been sued for allegedly infringing a third party’s patent in connection with using one of our products or services. Responding to IP claims, regardless of the
39

TABLE OF CONTENTS
validity, can be time-consuming for our personnel and management, result in costly litigation, cause product shipment delays, cause unavailability of our products or services delivered electronically and harm our reputation, any of which could adversely affect our results of operations.
If we do not continue to attract, motivate and retain members of our senior management team and qualified employees, we may not be able to support our operations.
The completion and execution of our strategies depend on the continued service and performance of our senior management team. If we lose key members of our senior management team, we may not be able to effectively manage our current and future operations.
In addition, our business depends on our ability to continue to attract, motivate and retain a large number of skilled employees across all of our product lines. There is a limited pool of employees who have the requisite skills, training and education. We compete with many businesses and organizations that are seeking skilled individuals, particularly those with experience in technology and the sciences and those with PhDs in technical fields, who are particularly critical to our curation process. Attracting and retaining highly skilled employees will be costly as we offer competitive compensation packages to prospective and current employees.
Competition for professionals across our business can be intense, as other companies seek to enhance their positions in the markets we serve. In addition, competition for experienced talent in our faster growing geographic areas outside of the United States and Europe continues to intensify, requiring us to increase our focus on attracting and developing highly skilled employees in our most strategically important locations in those areas of the world.
Future organizational changes, including the implementation of our cost savings initiatives, could also cause our employee attrition rate to increase, particularly in India where we have historically experienced higher turnover. If we are unable to continue to identify or be successful in attracting, motivating and retaining appropriately qualified personnel, our business, financial condition and results of operations would be adversely affected.
We operate in a litigious environment which may adversely affect our financial results.
We may become involved in legal actions and claims arising in the ordinary course of business, including litigation regarding employment matters, breach of contract and other commercial matters. Due to the inherent uncertainty in the litigation process, the resolution of any particular legal proceeding could result in changes to our products and business practices and could have a material adverse effect on our financial position and results of operations.
We have completed our separation from Thomson Reuters and may experience unanticipated post-separation issues which could have a material adverse effect on our results of operations.
Other than with respect to the payment of final fees, we have fully exited the Transition Services Agreement. Since the closing of the 2016 Transaction, we have developed and implemented the systems and infrastructure necessary to support our current and future business. There are inherent risks associated with the separation which we are unable to fully anticipate including the potential for a disruption of our operations and substantial unplanned costs, which could have a material adverse effect on our business, financial condition or results of operations.
We cannot assure you that the estimated costs to operate as a standalone company reflected in Standalone Adjusted EBITDA will prove to be accurate. See “— The items reflected in the adjustments included in Standalone Adjusted EBITDA may not be achieved.” Any failure to transition successfully as a standalone company may cause us to incur substantial expense in addition to the incurred and anticipated remaining costs associated with the 2016 Transition.
40

TABLE OF CONTENTS
We identified a material weakness in our internal controls over financial reporting as of December 31, 2018, and if we fail to remediate our material weakness and implement and maintain an effective system of internal controls over financial reporting, we may be unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.
During 2017, we identified that certain balance sheet account reconciliations were not being performed completely and timely due to the level of the personnel performing the reconciliations. In addition, completion and quality of the reconciliations were not being monitored consistently in a timely manner. As a result, we concluded that a material weakness in our internal control over financial reporting existed related to the preparation of balance sheet account reconciliations and the monitoring of the completion and quality of those reconciliations. Since detection of the material weakness in 2017, we continue to implement remedial actions, which include (i) organizational changes with respect to our accounting personnel who perform reconciliations, (ii) the implementation of our new ERP systems, including an account reconciliation software, (iii) issuance of an accounting policy on account reconciliations, (iv) training for accounting personnel performing reconciliations, (v) review of balance sheet account reconciliations and (vi) monitoring of completion and quality of these reconciliations. While these improvements were implemented during 2018, management determined that the controls related to the preparation of the balance sheet account reconciliations and monitoring of the completion and quality of those reconciliations did not operate for a sufficient period of time during 2018 to conclude on operating effectiveness. As a result, management concluded that the material weakness continued to exist as of December 31, 2018 and we cannot assure you that our remediation efforts will be successful in eliminating such material weakness for the fiscal year ended December 31, 2019. A material weakness is a deficiency, or combination of deficiencies, in internal controls such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. We identified immaterial errors in our financial results and balances during 2017 and 2018 as a result of this material weakness. This control deficiency could result in a misstatement of the aforementioned account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
If we fail to establish and maintain adequate internal controls, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported financial information. This could limit our access to capital markets, adversely affect our results of operations and lead to a decline in the trading price of the ordinary shares. Additionally, ineffective internal controls could expose us to an increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange on which we list or to other regulatory investigations and civil or criminal sanctions.
We may need to recognize impairment charges related to goodwill, identified intangible assets and fixed assets.
We have substantial balances of goodwill and identified intangible assets. We are required to test goodwill and any other intangible assets with an indefinite life for possible impairment on an annual basis, or more frequently when circumstances indicate that impairment may have occurred. We are also required to evaluate amortizable intangible assets and fixed assets for impairment if there are indicators of a possible impairment.
Based on the results of the annual impairment test as of October 1, 2018, the fair values of our reporting units exceeded the individual reporting unit’s carrying value, and goodwill was not impaired. Although no reporting units failed the assessments noted above, the fair value of the Derwent Product Line approximated its carrying value. The current goodwill impairment analysis incorporates our expectations for moderate sales growth and the overall outlook for the Derwent Product Line offerings was consistent with our long-term projections. We believe that the reason for the low clearance of the annual impairment test is linked to our transition to a standalone company and the subsequent reassessment of the product lines during 2018. Upon the reassessment we determined that the Derwent Product Line contained a disproportionately higher intangible asset balance, which led to a higher carrying amount relative to the other reporting units. Based on the results of the 2018 annual impairment analysis performed, we have determined that the Derwent Product Line is at risk of a future goodwill impairment if there are declines in our future cash flow projections or if we are unsuccessful in implementing our revenues growth plans.
41

TABLE OF CONTENTS
Additionally, the fair value may be adversely affected by other market factors such as an increase in the discount rate used in the income approach or a decrease in market multiples used in the market approach, or an increase in the carrying value of the reporting unit. The total goodwill associated with this product line was approximately $130.4 million as of December 31, 2018. Based on the latest annual impairment test, the estimated fair value of the Derwent Product Line is approximately 2% above its carrying value. We did not identify any impairment triggers as of September 30, 2019.
There is significant judgment required in the analysis of a potential impairment of goodwill, identified intangible assets and fixed assets. If, as a result of a general economic slowdown, deterioration in one or more of the markets in which we operate or impairment in our financial performance and/or future outlook, the estimated fair value of our long-lived assets decreases, we may determine that one or more of our long-lived assets is impaired. An impairment charge would be recorded if the estimated fair value of the assets is lower than the carrying value and any such impairment charge could have a material adverse effect on our results of operations and financial position.
If we fail to maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), and the rules and regulations of the applicable listing standards of the NYSE. Although we were an “emerging growth company” as defined in the JOBS Act as of December 31, 2019, we anticipate that we will no longer be an “emerging growth company” as of December 31, 2020, and as such we will be required to comply with additional disclosure and reporting requirements. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly and place significant strain on our personnel, systems and resources, particularly once we are no longer an “emerging growth company.”
The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In particular, Section 404 of the Sarbanes-Oxley Act (“Section 404”) will require us to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control over financial reporting. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with the annual report that we file for the fiscal year ended December 31, 2020. Pursuant to Section 404, once we are no longer an “emerging growth company,” we will also be required to include with such annual report an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. At such time, our independent registered public accounting firm may issue a report that is adverse in the event, in their opinion, the Company has not maintained, in all material respects, effective internal control over financial reporting based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business, results of operations and financial condition and could cause a decline in the trading price of our ordinary shares.
We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to develop, maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related and audit-related costs and significant management oversight.
42

TABLE OF CONTENTS
Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our consolidated financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of Clarivate shares. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on the NYSE.
For some of our products and services sold to certain customer types, such as government customers who require us to follow official procurement rules, we typically face a long selling cycle to secure new contracts that requires significant resource commitments, resulting in a long lead time before we receive revenues.
For some of our products and services sold to certain customer types such as government customers who require us to follow official procurement rules, we typically face a long selling cycle to secure each new contract. We may incur significant business development expenses during the selling cycle and we may not succeed in winning a new customer’s business, in which case we receive no revenues and may receive no reimbursement for such expenses. Current selling cycle periods could lengthen, causing us to incur even higher business development expenses with no guarantee of winning a new customer’s business. Even if we succeed in developing a relationship with a potential new customer, we may not be successful in obtaining contractual commitments after the selling cycle or in maintaining contractual commitments after the implementation cycle, which may have a material adverse effect on our business, results of operations and financial condition.
We have and will continue to have high levels of indebtedness and our relatively large fixed costs magnify the impact of revenues fluctuations on our operating results.
We had approximately $1,342.5 million of indebtedness as of September 30, 2019, primarily consisting of  $842.5 million outstanding under the Prior Term Loan Facility, net of debt issuance costs, $500.0 million outstanding under the Prior Notes, net of debt issuance costs, and no borrowings under the Prior Revolving Credit Facility. On October 31, 2019, we closed a private offering of  $700.0 million in aggregate principal amount of 2026 Notes and entered into the Credit Facilities, which resulted in approximately $1,600.0 million of indebtedness outstanding as of October 31, 2019. The Credit Facilities consist of a $900.0 million Term Loan Facility, fully drawn at closing, and a $250.0 million Revolving Credit Facility, which was undrawn at closing. We used the net proceeds from the offering of 2026 Notes, together with proceeds from the Credit Facilities, to refinance all amounts outstanding under the Prior Credit Facilities, to redeem the Prior Notes and pay fees and expenses related to the foregoing, and to fully fund the $200.0 million payment obligation under the TRA Buyout Agreement. Because borrowings under our Term Loan Facility bear interest at variable rates, any increase in interest rates on debt that we have not fixed using interest rate hedges will increase our interest expense, reduce our cash flow or increase the cost of future borrowings or refinancings. In addition, in connection with the DRG Acquisition, we have secured a backstop of the full amount of the $900.0 million of cash consideration in the form of a $950.0 million senior unsecured bridge facility commitment from affiliates of the underwriters. See “Underwriting.” We intend to finance a portion of the cash purchase price for the DRG Acquisition that is due at closing, subject to market conditions and other factors, with net proceeds from this offering. We anticipate that the portion of the cash purchase price that is not funded through this offering will be funded through the incurrence of additional indebtedness, however there is no assurance that we will be successful in obtaining such additional financing on attractive terms or at all, and as a result, we may be required to draw on the senior unsecured bridge facility, which could be costly to us and would subject us to additional restrictive covenants.
Our indebtedness could have important consequences to our investors, including, but not limited to:
43

TABLE OF CONTENTS

increasing vulnerability to, and reducing its flexibility to respond to, general adverse economic and industry conditions;

requiring the dedication of a substantial portion of cash flow from operations to the payment of principal of, and interest on, its indebtedness, thereby reducing the availability of such cash flow to fund working capital, capital expenditures, acquisitions, joint ventures or other general corporate purposes;

limiting flexibility in planning for, or reacting to, changes in its business and the competitive environment; and

limiting our ability to borrow additional funds and increasing the cost of any such borrowing. Other than variable rate debt, we believe our business has relatively large fixed costs and low variable costs, which magnifies the impact of revenues fluctuations on our operating results. As a result, a decline in our revenues may lead to a relatively larger impact on operating results. A substantial portion of our operating expenses will be related to personnel costs, regulation and corporate overhead, none of which can be adjusted quickly and some of which cannot be adjusted at all. Our operating expense levels will be based on our expectations for future revenues. If actual revenues are below management’s expectations, or if our expenses increase before revenues do, both revenues less transaction-based expenses and operating results would be materially and adversely affected. Because of these factors, it is possible that our operating results or other operating metrics may fail to meet the expectations of stock market analysts and investors. If this happens, the market price of our ordinary shares may be adversely affected.
A downgrade to our credit ratings would increase our cost of borrowing and adversely affect our ability to access the capital markets.
Our cost of borrowing under the Credit Facilities and the 2026 Notes, and our ability and the terms under which we may access the credit markets are affected by credit ratings assigned to us by the major credit rating agencies. These ratings are premised on our performance under assorted financial metrics and other measures of financial strength, business and financial risk, industry conditions, timeliness of financial reporting, and other factors determined by the credit rating agencies. Our current ratings have served to lower our borrowing costs and facilitate access to a variety of lenders. However, there can be no assurance that our credit ratings or outlook will not be lowered in the future in response to adverse changes in these metrics and factors caused by our operating results or by actions that we take, that reduce our profitability, or that require us to incur additional indebtedness for items such as substantial acquisitions, significant increases in costs and capital spending in security and IT systems, significant costs related to settlements of litigation or regulatory requirements, or by returning excess cash to shareholders through dividends. A downgrade of our credit ratings would increase our cost of borrowing, negatively affect our ability to access the capital markets on advantageous terms, or at all, negatively affect the trading price of our securities, and have a significant negative impact on our business, financial condition, and results of operations.
We are a holding company that depends on cash flow from our subsidiaries to meet our obligations, and any restrictions on our subsidiaries’ ability to pay dividends or make other payments to us may have a material adverse effect on our results of operations and financial condition.
As a holding company, we require dividends and other payments from our subsidiaries to meet cash requirements. Minimum capital requirements mandated by regulatory authorities having jurisdiction over some of our regulated subsidiaries indirectly restrict the amount of dividends paid upstream. In addition, repatriations of cash from our subsidiaries may be subject to withholding, income and other taxes in various applicable jurisdictions. If our subsidiaries are unable to pay dividends and make other payments to us when needed, we may be unable to satisfy our obligations, which would have a material adverse effect on our business, financial condition and operating results.
44

TABLE OF CONTENTS
As a foreign private issuer, we are exempt from a number of rules under the U.S. securities laws and are permitted to file less information with the SEC than a U.S. company. This may limit the information available to holders of the ordinary shares.
We are a foreign private issuer, as such term is defined in Rule 405 under the Securities Act. Under Rule 405, the determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, our next determination will be made on June 30, 2020.
As a foreign private issuer, we are not subject to all of the disclosure requirements applicable to public companies organized within the United States. For example, we are exempt from certain rules under the Exchange Act that regulate disclosure obligations and procedural requirements related to the solicitation of proxies, consents or authorizations applicable to a security registered under the Exchange Act, including the U.S. proxy rules under Section 14 of the Exchange Act. As long as we are eligible for the foreign private issuer exemption, we will not be required to obtain shareholder approval for certain dilutive events, such as the establishment or material amendment of certain equity-based compensation plans, we will not be required to provide detailed executive compensation disclosure in our periodic reports, and we will be exempt from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchases and sales of our securities.
While we submit quarterly interim consolidated financial data to the SEC under cover of the SEC’s Form 6-K, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. public companies and are not required to file quarterly reports on Form 10-Q or current reports on Form 8-K under the Exchange Act.
Also, as a foreign private issuer, we are permitted to follow home country practice in lieu of certain corporate governance rules of the NYSE, including those that require listed companies to have a majority of independent directors and independent director oversight of executive compensation, nomination of directors and corporate governance matters. As long as we rely on the foreign private issuer exemption, a majority of our board of directors are not required to be independent directors and our compensation committee and nominating and corporate governance committee are not required to be composed entirely of independent directors. Currently our compensation committee and nominating and corporate governance committee do not consist entirely of independent directors and such committees are not subject to annual performance evaluations. Accordingly, you do not have the same protections afforded to shareholders of listed companies that are subject to all of the applicable corporate governance requirements.
Despite our status as a foreign private issuer and to the extent we are able under the Exchange Act and the rules thereunder, we intend to voluntarily provide our periodic and current reports pursuant to the U.S. domestic issuer forms of the Exchange Act, beginning with our annual report for the fiscal year ended December 31, 2019 on Form 10-K. However, we do not expect to fully transition to complying with all requirements applicable to U.S. domestic issuers until such time as we no longer qualify as a foreign private issuer.
We incur increased costs and obligations as a result of being a public company.
As a privately held company, we had not been required to comply with certain corporate governance and financial reporting practices and policies required of a publicly traded company. As a publicly traded company following the 2019 Transaction, we incur significant legal, accounting and other expenses that we were not required to incur in the recent past, particularly after we are no longer an “emerging growth company” as defined under the JOBS Act. In addition, new and changing laws, regulations and standards relating to corporate governance and public disclosure, including the Dodd Frank Wall Street Reform and Consumer Protection Act and the rules and regulations promulgated and to be promulgated thereunder, as well as under the Sarbanes-Oxley Act, the JOBS Act, and the rules and regulations of the SEC and national securities exchanges have created uncertainty for public companies and increased the costs and the time that
45

TABLE OF CONTENTS
our board of directors and management must devote to complying with these rules and regulations. We expect these rules and regulations to increase our legal and financial compliance costs and lead to a diversion of management time and attention from revenues generating activities.
Furthermore, the need to establish the corporate infrastructure demanded of a public company may divert management’s attention from implementing our growth strategy, which could prevent us from improving our business, results of operations and financial condition. We have made, and will continue to make, changes to our internal controls and procedures for financial reporting and accounting systems to meet our reporting obligations as a publicly traded company. However, the measures we take may not be sufficient to satisfy our obligations as a publicly traded company.
Further, our accounting and other management systems and resources may not be adequately prepared to meet the challenges of integrating our financial reporting and internal controls with those of DRG, which prior to the DRG Acquisition, operated with its own financial reporting and internal control systems. This integration may place significant demands on our management, administrative and operational resources, including accounting systems and resources.
For as long as we remain an “emerging growth company” as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies.” We expect that we will no longer be an “emerging growth company” as of December 31, 2020.
The price of our ordinary shares may be volatile.
The price of our ordinary shares may fluctuate due to a variety of factors, including:

actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in industry;

mergers and strategic alliances in the industry in which we operate;

market prices and conditions in the industry in which we operate;

changes in government regulation;

potential or actual military conflicts or acts of terrorism;

the failure of securities analysts to publish research about us, or shortfalls in our operating results compared to levels forecast by securities analysts;

announcements concerning us or our competitors; and

the general state of the securities markets.
These market and industry factors may materially reduce the market price of our ordinary shares, regardless of our operating performance.
Reports published by analysts, including projections in those reports that differ from our actual results, could adversely affect the price and trading volume of our ordinary shares.
We currently expect that securities research analysts will establish and publish their own periodic projections for our business. These projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of these securities research analysts. Similarly, if one or more of the analysts who write reports on us downgrades our stock or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline. While we expect research analyst coverage, if no analysts commence coverage of us, the trading price and volume for our ordinary shares could be adversely affected.
Our articles of association contain anti-takeover provisions that could adversely affect the rights of our shareholders.
Our articles of association contain provisions to limit the ability of others to acquire control of our Company or cause us to engage in change of control transactions, including, among other things:
46

TABLE OF CONTENTS

provisions that authorize our board of directors, without action by our shareholders, to issue additional ordinary shares and preferred shares with preferential rights determined by our board of directors;

provisions that permit only a majority of our board of directors or one or more of our shareholders who together hold at least 10% of the voting rights of our shareholders to call shareholder meetings;

provisions that impose advance notice requirements, minimum shareholding periods and ownership thresholds, and other requirements and limitations on the ability of shareholders to propose matters for consideration at shareholder meetings; provided, however, such advance notice procedure will not apply to Onex, Baring or Jerre Stead or his successor (as the “Designated Shareholder” under the Director Nomination Agreement) for so long as such person is entitled to nominate one or more members of our board of directors pursuant to the Shareholders Agreement or the Director Nomination Agreement; and

a staggered board whereby our directors are divided into three classes, with each class subject to retirement and re-election once every three years on a rotating basis.
These provisions could have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transaction. With our staggered board of directors, at least two annual general meetings of shareholders will generally be required in order to effect a change in a majority of our directors. Our staggered board of directors can discourage proxy contests for the election of our directors and purchases of substantial blocks of our shares by making it more difficult for a potential acquirer to gain control of our board of directors in a relatively short period of time.
If a U.S. person is treated as owning at least 10% of our ordinary shares, such holder may be subject to adverse U.S. federal income tax consequences.
If a U.S. person is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our ordinary shares, such person may be treated as a “United States shareholder” with respect to us or to any of our subsidiaries that constitute a “controlled foreign corporation” (in each case, as such terms are defined under the Internal Revenue Code of 1986, as amended (the “Code”)). Certain United States shareholders of a controlled foreign corporation may be required to annually report and include in its U.S. taxable income, as ordinary income, its pro rata share of  “Subpart F income,” “global intangible low-taxed income” and certain investments in U.S. property by controlled foreign corporations, whether or not we make any distributions to such United States shareholder. A failure by a United States shareholder to comply with its reporting obligations may subject the United States shareholder to significant monetary penalties and other adverse tax consequences, and may extend the statute of limitations with respect to the United States shareholder’s U.S. federal income tax return for the year for which such reporting was due. We cannot provide any assurances that we will assist investors in determining whether we or any of our non-U.S. subsidiaries are controlled foreign corporations or whether any investor is a United States shareholder with respect to any such controlled foreign corporations. We also cannot guarantee that we will furnish to United States shareholders information that may be necessary for them to comply with the aforementioned obligations. United States investors should consult their own advisors regarding the potential application of these rules to their investments in us. The risk of being subject to increased taxation may deter our current shareholders from increasing their investment in us and others from investing in us, which could impact the demand for, and value of, our ordinary shares.
Onex and Baring, whose interests may conflict with yours, have significant influence over us.
After this offering, assuming no exercise of the underwriters’ option to purchase additional shares, Onex and Baring will continue to beneficially own approximately 39.2% of our ordinary shares, representing approximately 59.3% of the ordinary shares beneficially owned by Onex and Baring immediately after the closing of the 2019 Transaction. Pursuant to the Shareholders Agreement, Onex and Baring previously had the right to nominate a majority of the members of the board of directors until such time as Onex and Baring ceased to beneficially own at least 60% of the ordinary shares held by Onex and
47

TABLE OF CONTENTS
Baring immediately after the closing of the 2019 Transaction. Onex and Baring currently have the right to nominate six members of the board of directors based on their aggregate beneficial ownership of our ordinary shares and will continue to have the right to nominate directors in a declining number based on their aggregate beneficial ownership percentage of the ordinary shares held by Onex and Baring immediately after the closing of the 2019 Transaction. Matters over which Onex and Baring will, directly or indirectly, exercise control include:

the election of our board of directors and the appointment and removal of our officers;

mergers and other business combination transactions requiring shareholder approval, including proposed transactions that would result in our shareholders receiving a premium price for their shares; and

amendments of the articles of association.
If we are characterized as a passive foreign investment company for U.S. federal income tax purposes, our U.S. shareholders may suffer adverse tax consequences.
If 75% or more of our gross income in a taxable year, including our pro-rata share of the gross income of any company, U.S. or foreign, in which we are considered to own, directly or indirectly, 25% or more of the shares by value, is passive income, then we will be a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes. Alternatively, we will be considered to be a PFIC if at least 50% of our assets in a taxable year, averaged over the year and ordinarily determined based on fair market value and including our pro-rata share of the assets of any company in which we are considered to own, directly or indirectly, 25% or more of the shares by value, are held for the production of, or produce, passive income. If we were to be a PFIC, and a U.S. Holder does not make an election to treat us as a qualified electing fund (“QEF”) or a “mark-to-market” election, “excess distributions” to a U.S. Holder, and any gain recognized by a U.S. Holder on a disposition of our ordinary shares, would be taxed in an unfavorable way. Among other consequences, our dividends would be taxed at the regular rates applicable to ordinary income, rather than the 20% maximum rate applicable to certain dividends received by an individual from a qualified foreign corporation, and, to the extent that they constituted excess distributions, certain “interest” charges may apply. In addition, gains on the sale of our shares would be treated in the same way as excess distributions. The tests for determining PFIC status are applied annually and it is difficult to make accurate predictions of future income and assets, which are relevant to the determination of PFIC status.
Based on the current composition of our income and assets, we do not believe that we were a PFIC in 2019, and do not currently expect to become a PFIC in the future. However, because the PFIC asset and income tests are applied on an annual basis, there can be no assurance that we will not be a PFIC in the current taxable year or any future taxable year. If we do become a PFIC in the future, U.S. Holders who hold ordinary shares during a period when we are a PFIC will be subject to the foregoing rules, even if we cease to be a PFIC, subject to exceptions for U.S. Holders who made a timely QEF election or mark-to-market election, or certain other elections. We do not currently intend to prepare or provide the information that would enable you to make a QEF election. Accordingly, our shareholders are urged to consult their tax advisors regarding the application of PFIC rules.
Future resales of our ordinary shares and/or Clarivate warrants may cause the market price of our securities to drop significantly, even if our business is doing well.
Onex, Baring and other parties have been granted rights pursuant to the Registration Rights Agreement to require us to register, in certain circumstances, the resale under the Securities Act of ordinary shares of us or Clarivate warrants held by them, subject to certain conditions. The sale or possibility of sale of these ordinary shares and/or Clarivate warrants could have the effect of increasing the volatility in our share price or putting significant downward pressure on the price of our ordinary shares and/or Clarivate warrants.
We may issue additional ordinary shares or other equity securities without your approval, which would dilute your ownership interests and may depress the market price of Clarivate’s ordinary shares.
We have warrants outstanding to purchase an aggregate of approximately 52.7 million ordinary shares, and approximately 20.9 million compensatory options issued to Camelot’s management (based on the
48

TABLE OF CONTENTS
number of options to purchase Company ordinary shares outstanding as of December 31, 2019). In addition, certain of our current and former employees and service providers hold options to purchase ordinary shares pursuant to the Clarivate Analytics Plc 2019 Incentive Award Plan. Pursuant to this plan, Clarivate may issue an aggregate of up to 60,000,000 ordinary shares, which amount may be subject to increase from time to time. In particular, there are approximately 0.3 million unissued ordinary shares underlying restricted stock units outstanding under our 2019 Incentive Award Plan as of December 31, 2019. Clarivate may also issue additional ordinary shares or other equity securities of equal or senior rank in the future in connection with, among other things, future acquisitions or repayment of outstanding indebtedness, without shareholder approval, in a number of circumstances.
Our issuance of additional ordinary shares or other equity securities of equal or senior rank would have the following effects:

our existing shareholders’ proportionate ownership interest in us will decrease;

the amount of cash available per share, including for payment of dividends in the future, may decrease;

the relative voting strength of each previously outstanding ordinary share may be diminished; and

the market price of our ordinary shares may decline.
If you purchase our ordinary shares in this offering, you will incur immediate and substantial dilution in the book value of your ordinary shares. You will likely experience further dilution if we issue ordinary shares in future financing transactions or upon exercise of options or vesting of other equity awards.
The public offering price in this offering will be substantially higher than the net tangible book value per share of our ordinary shares. Investors purchasing ordinary shares in this offering will pay a price per share that substantially exceeds the book value of our tangible assets after subtracting our liabilities. As a result, investors purchasing ordinary shares in this offering are expected to incur immediate dilution of $24.38 per share, assuming no exercise of the option granted to the underwriters to purchase up to 3,000,000 additional shares in connection with the offering and assuming a public offering price of  $20.16 (the last reported sale price of our ordinary shares on NYSE on January 31, 2020). To the extent outstanding options are exercised or other equity awards vest, there will be further dilution to new investors. As a result of the dilution to investors purchasing ordinary shares in this offering, investors may receive significantly less than the purchase price paid in this offering, if anything, in the event of our liquidation. For a further description of the dilution that you will experience immediately after this offering, see “Dilution.”
You may face difficulties in protecting your interests as a shareholder, as Jersey law provides substantially less protection when compared to the laws of the United States.
We are incorporated under Jersey law. The rights of holders of ordinary shares are governed by Jersey law, including the provisions of the Companies (Jersey) Law 1991, as amended (the “Jersey Companies Law”), and by our articles of association. These rights differ in certain respects from the rights of shareholders in typical U.S. corporations.
It may be difficult to enforce a U.S. judgment against us or our directors and officers outside the United States, or to assert U.S. securities law claims outside of the United States.
A number of our directors and executive officers are not residents of the United States, and the majority of our assets and the assets of these persons are located outside the United States. As a result, it may be difficult or impossible for investors to effect service of process upon us within the United States or other jurisdictions, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States. See “Description of Share Capital — Enforcement of Civil Liabilities.” Additionally, it may be difficult to assert U.S. securities law claims in actions originally instituted outside of the United States. Foreign courts may refuse to hear a U.S. securities law claim because foreign courts may not be the most appropriate forum in which to bring such a claim. Even if a foreign court agrees to hear a claim, it may determine that the law of the jurisdiction in which the foreign court resides, and not U.S. law,
49

TABLE OF CONTENTS
is applicable to the claim. Further, if U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process, and certain matters of procedure would still be governed by the law of the jurisdiction in which the foreign court resides.
50

TABLE OF CONTENTS
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this prospectus and include statements regarding our intentions, beliefs or current expectations concerning, among other things, anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which we operate. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting us. Factors that may impact such forward-looking statements include:

our ability to make, consummate and integrate acquisitions, including the DRG Acquisition, and realize any expected benefits or effects of any acquisitions or the timing, final purchase price, costs associated with achieving synergies or integration or consummation of any acquisitions, including the DRG Acquisition;

any change in DRG’s actual, audited results for the fiscal year ended December 31, 2019 as compared with DRG’s preliminary and unaudited results contained in this prospectus;

our ability to compete in the highly competitive markets in which we operate, and potential adverse effects of this competition;

our ability to maintain revenues if our products and services do not achieve and maintain broad market acceptance, or if we are unable to keep pace with or adapt to rapidly changing technology, evolving industry standards and changing regulatory requirements;

our ability to maintain our business and customer relationships if our products or services experience design defects, errors, failures or delays;

uncertainty, downturns and changes in the markets we serve;

our ability to achieve all expected benefits from the items reflected in the adjustments included in Standalone Adjusted EBITDA, a non-GAAP measure;

our ability to achieve operational cost improvements and other anticipated benefits of the 2019 Transaction;

our dependence on third parties, including public sources, for data, information and other services;

increased accessibility to free or relatively inexpensive information sources;

our ability to maintain high annual revenue renewal rates as recurring subscription-based arrangements generate a significant percentage of our revenues;

the reputation of our brands and our ability to remain a trusted source of high-quality content, analytics services and workflow solutions;

any significant disruptions or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity;

our reliance on our own and third-party telecommunications, data centers and network systems, as well as the Internet;

our recent implementation of a new enterprise resource planning system;

potential liability for content contained in our products and services;

exchange rate fluctuations and volatility in global currency markets;

potential adverse tax consequences resulting from the international scope of our operations, corporate structure and financing structure;
51

TABLE OF CONTENTS

U.S. tax legislation enacted in 2017, which could materially adversely affect our financial condition, results of operations and cash flows;

increased risks resulting from our international operations;

our ability to comply with various trade restrictions, such as sanctions and export controls, resulting from our international operations;

our ability to comply with the anti-corruption laws of the United States and various international jurisdictions;

the United Kingdom’s withdrawal from the EU;

fraudulent or unpermitted data access, cyber-security attacks, or other privacy breaches;

risks related to our international operations;

government and agency demand for our products and services and our ability to comply with government contracting regulations;

changes in legislation and regulation, which may impact how we provide products and services and how we collect and use information, particularly relating to the use of personal data;

actions by governments that restrict access to our platform in their countries;

potentially inadequate protection of intellectual property rights;

potential intellectual property infringement claims;

our ability to attract, motivate and retain qualified employees, including members of our senior management team;

our ability to operate in a litigious environment;

the material weakness in our internal controls identified as of December 31, 2018;

our potential need to recognize impairment charges related to goodwill, identified intangible assets and fixed assets;

our ability to make timely and accurate financial disclosure and maintain effective systems of internal controls;

consequences of the long selling cycle to secure new contracts for certain of our products and services;

our substantial indebtedness, which could adversely affect our financial condition, limit our ability to raise additional capital to fund our operations and prevent us from fulfilling our obligations under our indebtedness;

our status as a foreign private issuer, emerging growth company and holding company; and

other factors beyond our control.
The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We will not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
52

TABLE OF CONTENTS
USE OF PROCEEDS
Based on an assumed public offering price of  $20.16 per share (the last reported sale price of our ordinary shares on NYSE on January 31, 2020), we expect to receive approximately $389.1 million in net proceeds (or approximately $447.6 million if the underwriters exercise in full their option to purchase additional shares) from the sale of ordinary shares we are offering hereby, after deducting underwriting discounts and estimated offering expenses payable by us. We intend to use the net proceeds to fund a portion of the cash consideration for the DRG Acquisition and to pay related fees and expenses. This offering is not conditioned on consummation of the DRG Acquisition. Pending closing of the DRG Acquisition, we intend to invest the net proceeds in short-term U.S. Treasury securities. If the DRG Acquisition is not consummated for any reason, we intend to use the net proceeds to repay outstanding indebtedness.
53

TABLE OF CONTENTS
CAPITALIZATION
The following table sets forth our cash and cash equivalents and capitalization as of September 30, 2019 on:

a historical basis;

an adjusted basis to give effect to the Refinancing Transactions completed prior to this offering and application of the net proceeds therefrom; and

an as further adjusted basis to give effect to this offering and the use of the net proceeds therefrom to finance the DRG Acquisition and to pay related fees and expenses, assuming the remainder of the cash portion of the consideration for the DRG Acquisition is financed through the incurrence of additional indebtedness. The “As Further Adjusted” column is included for illustrative purposes and does not reflect the full impact of the completion of this offering and the application of the net proceeds therefrom as forth under “Use of Proceeds” or the DRG Acquisition on our cash and cash equivalents or capitalization as of September 30, 2019. See footnote (8) in the following table for more information.
This table should be read in conjunction with our consolidated financial statements, including the notes thereto, and our unaudited condensed consolidated financial statements, each included elsewhere in this prospectus, and with “Selected Historical Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
As of September 30, 2019
Historical
As Adjusted
As Further Adjusted(8)
(thousands)
Cash and cash equivalents(1)
$ 88,812 $ 99,705 $ 99,705
Debt:
Prior Credit Facilities:
Prior Revolving Credit Facility
Prior Term Loan Facility
842,484
Prior Notes
500,000
Credit Facilities:(2)
Revolving Credit Facility(3)
Term Loan Facility(4)
900,000 900,000
2026 Notes(5)
700,000 700,000
Additional Indebtedness(6)
566,015
Total debt outstanding, including current portion
1,342,484 1,600,000 2,166,015
Total shareholders’ equity(7)
$ 1,372,507 $ 1,437,107 $ 1,826,167
Total capitalization
$ 2,714,991 $ 3,037,107 $ 3,992,182
(1)
The increase in cash and cash equivalents on an adjusted basis consists of cash to the balance sheet in connection with the Refinancing Transactions, offset by (a) fees related to the Refinancing Transactions, and (b) the $200.0 million payment under the TRA Buyout Agreement made on November 7, 2019. Until the DRG Acquisition is consummated, or if we do not consummate the DRG Acquisition for any reason, our cash and cash equivalents on an as further adjusted basis would be increased by the amount of net proceeds we receive in this offering, pending our intended use of such net proceeds in the manner described under “Use of Proceeds.”
(2)
The Credit Facilities consist of  (a) the $250.0 million Revolving Credit Facility with a 5-year maturity and (b) the $900.0 million Term Loan Facility with a 7-year maturity.
54

TABLE OF CONTENTS
(3)
The Revolving Credit Facility was undrawn at the closing of the Refinancing Transactions. As of January 27, 2020, there was $65.0 million drawn under the Revolving Credit Facility, which is not reflected in the “As Adjusted” or “As Further Adjusted” columns.
(4)
Amount excludes estimated original issue discount and deferred financing costs.
(5)
Reflects aggregate principal amount of 2026 Notes and excludes deferred financing costs.
(6)
The amount shown above assumes our incurrence of an aggregate principal amount of additional indebtedness that we believe will result in net proceeds to us in an amount sufficient to finance the remainder of the cash consideration of the DRG Acquisition, including the payment of related fees and expenses, but excluding deferred financing costs. Such amounts are shown for illustrative purposes and are subject to change. For example, assuming we receive net proceeds of approximately $389.1 million in this offering (based on an assumed public offering price equal to the average closing share price of  $20.16 on January 31, 2020) we expect to incur approximately $566.0 million of additional indebtedness in connection with the DRG Financing Transactions. See footnote (8) below for more information. Our financing plans are subject to change at our discretion; actual fees and expenses may also vary from our current estimates. If we do not consummate the DRG Acquisition for any reason, we will repay any such additional indebtedness to the extent it has been incurred.
(7)
The increase in adjusted total shareholder’s equity represents a contribution to equity resulting from a decrease in liabilities of  $264.6 million offset by the $200.0 million payment under the TRA Buyout Agreement and termination of the Tax Receivable Agreement. The increase in total shareholder’s equity on an as further adjusted basis represents the increase in net proceeds as a result of this offering.
(8)
The “As Further Adjusted” column does not reflect (i) any potential impact on our cash and cash equivalents as of September 30, 2019, or (ii) the full impact on our capitalization as of September 30, 2019, in each case, that would result from the completion of this offering and the application of the net proceeds therefrom as set forth under “Use of Proceeds” and the completion of the DRG Acquisition, and is included for illustrative purposes only. In particular, it assumes our incurrence of an aggregate principal amount of additional indebtedness that will result in net proceeds to us in an amount sufficient to finance the remainder of the cash consideration of the DRG Acquisition not obtained from this offering and to pay related fees and expenses, and does not reflect (i) the issuance of up to 2,895,638 ordinary shares as consideration to finance the DRG Acquisition, which issuance will be deferred until the one-year anniversary of the closing date of the DRG Acquisition, if consummated, and which number of ordinary shares is subject to adjustment pending the resolution of certain unresolved claims of DRG, if any, (ii) the fair value of DRG’s assets and liabilities to be acquired in the DRG Acquisition or (iii) other adjustments that may occur as a result of the DRG Acquisition. Each $1.00 increase (decrease) in the assumed public offering price of  $20.16 per ordinary share (the last reported sale price of our ordinary shares on NYSE on January 31, 2020) would increase (decrease) our as further adjusted amount of total shareholders’ equity by approximately $19.4 million and would decrease (increase) the aggregate principal amount of additional indebtedness that we would need to incur in order to fund the remainder of the cash consideration of the DRG Acquisition by approximately $19.6 million, in each case, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of ordinary shares we are offering. Each increase (decrease) of 1,000,000 in the number of ordinary shares offered by us would increase (decrease) our as further adjusted amount of total shareholders’ equity by approximately $19.5 million and would decrease (increase) the aggregate principal amount of additional indebtedness that we would need to incur in order to fund the remainder of the cash consideration of the DRG Acquisition by approximately $19.8 million, in each case, assuming the assumed public offering price of  $20.16 per ordinary share (the last reported sale price of our ordinary shares on NYSE on January 31, 2020) remains the same, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.
55

TABLE OF CONTENTS
DILUTION
If you invest in our ordinary shares, your interest will be diluted to the extent of the difference between the public offering price per ordinary share and the as adjusted net tangible book value per ordinary share after this offering.
At September 30, 2019, we had a net tangible book value of  $(1,765) million, corresponding to a net tangible book value of  $(5.77) per ordinary share. Net tangible book value per share represents the amount of our total assets less our total liabilities, excluding intangible assets, divided by 306,050,763, the total number of our ordinary shares issued and outstanding at September 30, 2019.
After giving effect to the sale by us of 20,000,000 ordinary shares offered by us in the offering, based on the assumed public offering price of  $20.16 per ordinary share, which is the closing price on January 31, 2020, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value estimated at September 30, 2019 would have been approximately $(1,376) million, representing $(4.22) per ordinary share. This represents an immediate increase in net tangible book value of  $1.55 per ordinary share to existing shareholders and an immediate dilution in net tangible book value of  $24.38 per ordinary share to new investors purchasing ordinary shares in this offering. Dilution for this purpose represents the difference between the price per ordinary share paid by these purchasers and as adjusted net tangible book value per ordinary share immediately after the completion of the offering.
The following table illustrates this dilution to new investors purchasing ordinary shares in the offering at September 30, 2019 (after giving effect to the sale of ordinary shares hereby, but without reflecting any other transactions or issuances of shares subsequent to such date).
Assumed Public offering price per share
$ 20.16
Net tangible book value per share as of September 30, 2019
$ (5.77)
Increase per share attributable to new investors purchasing shares in this offering
$ 1.55
As adjusted net tangible book value per share after giving effect to this offering
$ (4.22)
Dilution per share to new investors at September 30, 2019
$ 24.38
Each $1.00 increase (decrease) in the assumed public offering price of  $20.16 per ordinary share (the last reported sale price of our ordinary shares on NYSE on January 31, 2020) would increase (decrease) our as adjusted net tangible book value estimated at September 30, 2019 by approximately $19.4 million, or $0.06 per ordinary share, and would decrease (increase) dilution to new investors purchasing ordinary shares in this offering by $(0.94) per ordinary share, assuming that the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of ordinary shares we are offering. Assuming the assumed public price of  $20.16 per ordinary share (the last reported sale price of our ordinary shares on NYSE on January 31, 2020) remains the same, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, each increase of 1,000,000 in the number of ordinary shares we are offering would increase our as adjusted net tangible book value estimated at September 30, 2019 by approximately $19.5 million, or $0.07 per ordinary share, and would decrease dilution to new investors purchasing ordinary shares in this offering by approximately $0.07 per ordinary share, and a decrease of 1,000,000 in the number of ordinary shares we are offering would decrease our as adjusted net tangible book value estimated at September 30, 2019 by approximately $19.5 million, or approximately $0.07 per ordinary share, and would increase dilution to new investors purchasing ordinary shares in this offering by $0.07 per ordinary share. The as adjusted information is illustrative only, and we will adjust this information based on the actual public offering price, actual number of ordinary shares issued and other terms of this offering determined at pricing.
If the underwriters fully exercise their option to purchase additional ordinary shares, the as adjusted net tangible book value after this offering would be $(1,318) million, the increase in as adjusted net tangible book value per ordinary share to existing shareholders would be $1.76 per ordinary share, and there would be an immediate dilution of  $24.16 per ordinary share to new investors purchasing ordinary shares in this offering, in each case assuming a public offering price of  $20.16 per ordinary share (the last reported sale price of our ordinary shares on NYSE on January 31, 2020).
56

TABLE OF CONTENTS
The above discussion and table are based on our actual ordinary shares outstanding as of September 30, 2019 and excludes certain ordinary shares (i) issuable upon the exercise of options outstanding under our 2019 Incentive Award Plan, (ii) underlying restricted stock units that were granted under our 2019 Incentive Award Plan, (iii) issuable upon the exercise of outstanding warrants and (iv) issuable as Merger Shares under the Sponsor Agreement. To the extent that these shares are issued, you will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of such securities may result in further dilution to our shareholders.
57

TABLE OF CONTENTS
DIVIDENDS AND DIVIDEND POLICY
We presently intend to retain our earnings for use in business operations and, accordingly, we do not anticipate that our board of directors will declare dividends in the foreseeable future. In addition, the terms of the Credit Facilities and the 2026 Notes include restrictions that may impact our ability to pay dividends.
Holders of our ordinary shares are entitled to receive dividends proportionately when, as and if declared by our board of directors, subject to Jersey Companies Law solvency requirements, as well as restrictions in the agreements governing our indebtedness.
Any determination to pay dividends in the future will be at the discretion of our board of directors and will depend upon our results of operations, financial condition, distributable reserves, contractual restrictions, restrictions imposed by applicable law and other factors our board deem relevant.
58

TABLE OF CONTENTS
SELECTED HISTORICAL FINANCIAL INFORMATION
The following selected historical financial information of Clarivate as of and for the years ended December 31, 2018 and 2017, has been prepared in accordance with GAAP and has been derived from the audited consolidated financial statements of Clarivate Analytics Plc (formerly known as Camelot Holdings (Jersey) Limited) included elsewhere in this prospectus. The selected historical financial information for the nine months ended September 30, 2019 and 2018, and as of September 30, 2019 has been prepared in accordance with GAAP and has been derived from Clarivate’s unaudited interim condensed consolidated financial statements included elsewhere in this prospectus, except for balance sheet information as of September 30, 2018 which has been derived from Clarivate’s accounting records. In the opinion of management, such unaudited financial information reflects all adjustments, consisting only of normal and recurring adjustments, necessary for a fair statement of the results for those periods. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year or any future period.
Year Ended December 31,
Nine Months Ended September 30,
2018
2017
2019
2018
(audited)
(unaudited)
(in millions except share and per share data)
Revenues, net
$ 968.5 $ 917.6 $ 719.3 $ 723.2
Operating costs and expenses:
Cost of revenues, excluding depreciation
and amortization
(396.5) (394.2) (264.0) (301.2)
Selling, general and administrative costs,
excluding depreciation and
amortization
(369.4) (343.1) (280.8) (280.6)
Share-based compensation expense
(13.7) (17.7) (46.7) (10.7)
Depreciation
(9.4) (7.0) (6.5) (7.9)
Amortization
(227.8) (221.5) (138.7) (171.9)
Transaction expenses
(2.5) (2.2) (42.1) (0.6)
Transition, integration and other related
expenses
(61.3) (78.7) (9.8) (51.3)
Legal settlement
39.4
Other operating income (expense), net
6.4 (0.2) 3.2 1.8
Total operating expenses
(1,074.2) (1,064.6) (746.0) (822.4)
Loss from operations
(105.7) (147.0) (26.7) (99.2)
Interest expense
(130.8) (138.2) (93.9) (95.9)
Loss before income tax
(236.5) (285.2) (120.6) (195.1)
Benefit (Provision) for income taxes
(5.7) 21.3 (5.6) (3.6)
Net loss
$ (242.2) $ (263.9) $ (126.2) $ (198.7)
Per Share
Basic
$ (1.11) $ (1.22) $ (0.48) $ (0.91)
Diluted
$ (1.11) $ (1.22) $ (0.48) $ (0.91)
Weighted-average shares outstanding
Basic
217,472,870 216,848,866 262,894,388 217,450,475
Diluted
217,472,870 216,848,866 262,894,388 217,450,475
Capital expenditures
45.4 37.8 43.7 36.2
Total assets (as of period end)
3,709.7 4,005.1 3,650.3 3,780.4
59

TABLE OF CONTENTS
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Introduction
Clarivate is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the September Offering and previously completed 2019 Transaction. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. This unaudited pro forma condensed combined financial information is dated as of June 30, 2019, as the unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2019 have been provided to meet the timeliness requirements under Item 8.A.5 of Form 20-F. The unaudited pro forma financial information has not been updated for September 30, 2019, as that financial information has only been provided to meet the more current financial information requirement of Item 8.A.5 of Form 20-F, as the unaudited condensed consolidated financial statements as of and for the nine months ended September 30, 2019 were published on Form 6-K dated November 5, 2019.
On January 14, 2019, Churchill entered into the Merger Agreement with Clarivate, Camelot, Delaware Merger Sub and Jersey Merger Sub. On May 13, 2019, the 2019 Transaction was consummated, and Clarivate became the sole managing member of Camelot, operating and controlling all of the business and affairs of Camelot, through Camelot and its subsidiaries. Following the consummation of the 2019 Transaction on May 13, 2019, Clarivate’s ordinary shares and warrants began trading on the New York Stock Exchange. The 2019 Transaction was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting Churchill was treated as the “acquired” company for financial reporting purposes.
The 2019 Transaction has been accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Churchill was treated as the acquired company for financial reporting purposes. Accordingly, for accounting purposes, the 2019 Transaction was treated as the equivalent of Clarivate issuing ordinary shares for the net assets of Churchill, accompanied by a recapitalization. The net assets of Churchill were recognized at fair value (which was consistent with carrying value), with no goodwill or other intangible assets recorded.
The following unaudited pro forma condensed combined balance sheet as of June 30, 2019 assumes that the September Offering occurred on June 30, 2019. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2019 and the year ended December 31, 2018 give pro forma effect to the 2019 Transaction and the September Offering as if they had been completed on January 1, 2018.
The unaudited pro forma condensed combined financial statements do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the 2019 Transaction and the September Offering occurred on the dates indicated. The unaudited pro forma condensed combined financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. In addition, the unaudited pro forma condensed combined financial information does not reflect or give account to certain other events occurring after the periods reflected therein, including the December Offering, our acquisition of Darts-ip, our sale of the MarkMonitor™ brand protection, antipiracy and antifraud businesses, the Refinancing Transactions, the entry into the TRA Buyout Agreement or the proposed DRG Acquisition. See “Summary — Recent Developments” for additional details.
The historical financial information of Churchill was derived from the audited financial statements of Churchill for the period from June 20, 2018 (inception) through December 31, 2018, included in this prospectus, and from the unaudited financial statements of Churchill for the period from January 1, 2019 through May 13, 2019, derived from the books and records of Churchill. The historical financial information of Clarivate was derived from the audited consolidated financial statements of Clarivate (formerly known as Camelot Holdings (Jersey) Limited) as of and for the year ended December 31, 2018, included in this prospectus. The historical financial information of Clarivate was derived from the
60

TABLE OF CONTENTS
unaudited condensed consolidated financial statements of Clarivate as of and for the six months ended June 30, 2019, included in this prospectus. This information should be read together with Churchill’s and Clarivate’s (formerly known as Camelot Holdings (Jersey) Limited) respective financial statements and related notes.
Description of the 2019 Transaction
Pursuant to the Merger Agreement, the aggregate stock consideration issued by Clarivate in the 2019 Transaction was $3,052.5 million, consisting of 305,250,000 newly issued ordinary shares of Clarivate valued at $10.00 per share, subject to certain adjustments described below. Of the $3,052.5 million, the shareholders of Camelot prior to the 2019 Transaction (the “Camelot Owners”) received $2,175.0 million in the form of 217,500,000 newly issued ordinary shares of Clarivate. In addition, of the $3,052.5 million, Churchill public shareholders received $690.0 million in the form of 68,999,999 newly issued ordinary shares of Clarivate and the sponsor, including shares distributable to the founders and Garden State, received $187.5 million in the form of 17,250,000 ordinary shares of Clarivate issued to the sponsor and 1,500,000 additional ordinary shares of Clarivate issued to Michael Klein and an affiliate of Jerre Stead in respect of 1,500,000 shares of Churchill’s common stock purchased by them prior to the Delaware Merger (as further described in the Sponsor Agreement). The following represents the consideration at closing of the 2019 Transaction (the “Closing”):
(in millions)
Ordinary share issuance to Camelot Owners(1)
$ 2,175.0
Ordinary share issuance to Churchill public shareholders(1)
690.0
Ordinary share issuance to sponsor(1)
172.5
Additional purchase of ordinary shares by certain founders(1)(2)
15.0
Share Consideration – at Closing
$ 3,052.5
(1)
Value represents the price per the Merger Agreement. The closing share price on the date of the consummation of the 2019 Transaction was $13.34. As the 2019 Transaction was accounted for as a reverse recapitalization, the value per share is disclosed for informational purposes only to indicate the fair value of shares transferred.
(2)
Additional shares of Churchill common stock purchased by certain founders as set forth in Section 5(a) of the letter agreement, dated January 14, 2019, as amended, among Churchill, the Company, Clarivate, sponsor, the founders and Garden State, which amended and restated the letter agreement, dated September 6, 2018, from the sponsor to Churchill and the founders (the “Sponsor Agreement”), issued at a price of  $10.00 per share.
The value of the share consideration issuable at the Closing was assumed to be $10.00 per share. The 2019 Transaction were accounted for as a reverse recapitalization, therefore any change in Clarivate’s trading price would not impact the pro forma financial statements because Clarivate accounted for the acquisition of Churchill based on the amount of net assets acquired upon consummation. The consideration issued at the Closing as presented above does not include any warrants or management options that are described below in Note 3-“Loss Per Share” to the Unaudited Pro Forma Condensed Combined Financial Information.
The following summarizes the pro forma Clarivate ordinary shares outstanding taking into consideration actual redemptions:
(Shares)
%
Clarivate ordinary shares issued to Camelot Owners(1)
217,500,000
Total Camelot Owners ordinary shares
217,500,000 71%
Shares held by Churchill public shareholders
69,000,000
Less: public shares redeemed(2)
1
Total Churchill shares
68,999,999 23%
61

TABLE OF CONTENTS
(Shares)
%
Sponsor shares
17,250,000
Plus: Shares purchased by certain founders immediately prior to Closing
1,500,000
Net sponsor and founder shares
18,750,000 6%
Pro Forma Shares Outstanding(3)
305,249,999
100%
(1)
Shares are not adjusted for shares issued in connection with excess transaction costs incurred by Churchill.
(2)
On May 9, 2019, one share was redeemed by a Churchill public shareholder for $10.14.
(3)
Pro Forma Shares Outstanding includes the 10.6 million ordinary shares of Clarivate owned by Jerre Stead, Michael Klein and Sheryl von Blucher or their affiliated entities following the expiration of applicable lock-up restrictions but does not give effect to the 52,800,000 warrants or the additional 7,000,000 ordinary shares of Clarivate issuable as Merger Shares under the Sponsor Agreement. As of June 30, 2019, there were 25,252,934 options to purchase ordinary shares of Clarivate pursuant to the Clarivate Analytics Plc 2019 Incentive Award Plan, of which 13,768,097 are vested and 11,484,837 are unvested and have a weighted average exercise price of  $11.28. The Pro Forma Shares Outstanding do not give effect the amount of options outstanding as of June 30, 2019.
The following unaudited pro forma condensed combined balance sheet as of June 30, 2019 and unaudited pro forma condensed combined statements of operations for the year ended December 31, 2018 and the six months ended June 30, 2019 are based on the historical financial statements of Churchill and Clarivate (formerly known as Camelot Holdings (Jersey) Limited). The unaudited pro forma adjustments are based on information currently available. Assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information. Certain amounts that appear in this section may not sum due to rounding.
62

TABLE OF CONTENTS
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(In thousands)
As of June 30,
2019
Clarivate
(Historical)
Pro Forma
Adjustments
(Note 2)
As of June 30,
2019
Pro Forma
Combined
ASSETS
Current assets
Cash and cash equivalents
$ 43,063 $ (4,250)
(I)​
$ 38,813
Restricted cash
9 9
Accounts receivable, net of allowance for doubtful accounts
270,584 270,584
Prepaid expenses
39,238 39,238
Other current assets
12,577 12,577
Total Current Assets
365,471 (4,250) 361,221
Computer hardware and other property, net
18,490 18,490
Other intangible assets, net
1,884,521 1,884,521
Goodwill
1,282,842 1,282,842
Other non-current assets
23,890 23,890
Deferred income taxes
18,072 18,072
Operating lease right-of-use assets
94,950 94,950
Total Assets
$ 3,688,236 $ (4,250) $ 3,683,986
Current liabilities
Accounts payable
$ 30,396 $ $ 30,396
Accrued expenses and other current liabilities
126,881 126,881
Current portion of deferred revenue
404,753 404,753
Current portion of long-term debt
15,345 15,345
Current portion of operating lease liabilities
24,980 24,980
Total Current Liabilities
602,355 602,355
Long-term debt
1,307,919 1,307,919
Tax Receivable Agreement
264,600 264,600
Non-current portion of deferred revenues
22,236 22,236
Other non-current liabilities
19,719 19,719
Deferred income taxes
42,582 42,582
Operating lease liabilities
72,171 72,171
Total Liabilities
2,331,582 2,331,582
Shareholders’ Equity
Ordinary shares of Clarivate
2,128,209 105
(A)​
2,128,314
Accumulated other comprehensive income/(loss)
(2,273) (2,273)
Accumulated deficit
(769,282) (105)
(A)​
(773,637)
(4,250)
(I)​
Total Shareholders’ Equity
1,356,654 (4,250) 1,352,404
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$ 3,688,236 $ (4,250) $ 3,683,986
See accompanying notes to unaudited pro forma condensed combined financial information.
63

TABLE OF CONTENTS
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
Year Ended
December 31,
2018
Clarivate
(Historical)
For the
Period from
June 20,
2018
(inception) to
December 31,
2018
Churchill
(Historical)
Pro Forma
Adjustments
(Note 2)
Year Ended
December 31,
2018
Pro Forma
Combined
Revenues, net
$ 968,468 $ $ $ 968,468
Operating costs and expenses:
Cost of revenues, excluding depreciation and amortization
396,499 396,499
Operating costs
2,525 (2,525)
(B)​
Selling, general and administrative costs, excluding depreciation and amortization
369,377 369,377
Share-based compensation expense
13,715 13,715
Depreciation
9,422 9,422
Amortization
227,803 227,803
Transaction expenses
2,457 (364)
(C)​
2,093
Transition, integration and other
61,282 61,282
Other operating expense (income)
(6,379) (6,379)
Total operating expenses
1,074,176 2,525 (2,889) 1,073,812
Loss from operations
(105,708) (2,525) 2,889 (105,344)
Other income:
Interest income
4,513 (4,513)
(B)​
Interest expense, net
(130,805) 36,927
(D)​
(93,878)
Unrealized gain on marketable securities held in Trust Account
62 (62)
(B)​
Other income, net
(130,805) 4,575 32,352 (93,878)
Income/(loss) before income tax
(236,513) 2,050 35,241 (199,222)
Benefit (provision) for income tax(1)
(5,649) (808) 808
(B)​
(5,649)
Net income (loss)
$ (242,162) $ 1,242 $ 36,049 $ (204,871)
Per share:
Basic and diluted net loss per common share(2)
$ (1.11) $ (0.13) $ (0.67)
Weighted average shares outstanding, basic and diluted(2)
217,472,870 17,706,822 305,249,999
(1)
The pro forma statement of operations adjustments do not have an income tax effect due to the pro forma net loss position and existing valuation allowance.
(2)
See Note 3 — “Loss per Share” for calculation of pro forma basic and diluted net loss per common share.
See accompanying notes to unaudited pro forma condensed combined financial information.
64

TABLE OF CONTENTS
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(In thousands, except per share amounts)
Six Months
Ended June 30,
2019
Clarivate
(Historical)
For the
period from
January 1,
2019 to May 13,
2019
Churchill
(Historical)
Pro Forma
Adjustments
(Note 2)
Six Months
Ended June 30,
2019
Pro Forma
Combined
Revenues, net
$ 476,334 $ $ $ 476,334
Operating costs and expenses:
Cost of revenues, excluding depreciation and amortization
176,896 176,896
Operating costs
18,261 (18,261)
(E)​
Selling, general and administrative costs, excluding depreciation and amortization
184,749 184,749
Share-based compensation expense
37,108 (25,013)
(H)​
12,095
Depreciation
4,182 4,182
Amortization
97,038 97,038
Transaction expenses
33,428 (31,071)
(F)​
2,357
Transition, integration and other
6,423 6,423
Other operating expense (income)
(990) (990)
Total operating expenses
538,834 18,261 (74,345) 482,750
Loss from operations
(62,500) (18,261) 74,345 (6,416)
Other income:
Interest expense, net
(70,569) 14,544
(G)​
(46,901)
9,124
(J)​
Interest income
5,461 (5,461)
(E)​
Other income, net
(70,569) 5,461 18,207 (46,901)
Income/(loss) before income tax
(133,069) (12,800) 92,552 (53,317)
Benefit (provision) for income tax(1)
(3,952) (1,047) 1,047
(E)​
(3,952)
Net income (loss)
$ (137,021) $ (13,847) $ 93,599 $ (57,269)
Per share:
Basic and diluted net loss per common share(2)
$ (0.57) $ (0.89) $ (0.19)
Weighted average shares outstanding, basic and diluted(2)
241,275,061 20,080,634 305,249,999
(1)
The pro forma statement of operations adjustments do not have an income tax effect due to the pro forma net loss position and existing valuation allowance.
(2)
See Note 3 — “Loss per Share” for calculation of pro forma basic and diluted net loss per common share.
See accompanying notes to unaudited pro forma condensed combined financial information.
65

TABLE OF CONTENTS
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1.   Basis of Presentation
The 2019 Transaction was accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, Churchill was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on Camelot Owners being the majority shareholders and holding majority voting power in the combined company, Camelot’s senior management comprising the majority of the senior management of the combined company, and the ongoing operations of Camelot comprising the ongoing operations of the combined company. Accordingly, for accounting purposes, the 2019 Transaction was treated as the equivalent of Clarivate issuing ordinary shares for the net assets of Churchill, accompanied by a recapitalization. The net assets of Churchill were stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the business combination are those of Camelot.
The unaudited pro forma condensed combined balance sheet as of June 30, 2019 assumes that the September Offering occurred on June 30, 2019. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2019 and the year ended December 31, 2018 present the pro forma effect of the 2019 Transaction and the September Offering as if they had been completed on January 1, 2018. These periods are presented on the basis of Camelot as the accounting acquirer.
The unaudited pro forma condensed combined balance sheet as of June 30, 2019 has been prepared using and should be read in conjunction with the following:

Clarivate’s unaudited condensed consolidated balance sheet as of June 30, 2019 and the related notes, included in this prospectus.
The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2019 has been prepared using and should be read in conjunction with the following:

Clarivate’s unaudited condensed consolidated statement of operations for the six months ended June 30, 2019 and the related notes, included in this prospectus.

Churchill’s unaudited statement of operations for the period from January 1, 2019 through May 13, 2019, derived from the books and records of Churchill.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018 has been prepared using and should be read in conjunction with the following:

Churchill’s audited statement of operations for the period from June 20, 2018 (inception) through December 31, 2018 and the related notes, included in this prospectus; and

Clarivate’s (formerly known as Camelot Holdings (Jersey) Limited) audited consolidated statement of operations for the year ended December 31, 2018 and the related notes, included in this prospectus.
Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the 2019 Transaction.
The pro forma adjustments reflecting the consummation of the 2019 Transaction and the September Offering are based on certain currently available information and certain assumptions and methodologies that Clarivate believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments and it is possible the differences may be material. Churchill believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the
   
66

TABLE OF CONTENTS
consummation of the 2019 Transaction and the September Offering based on information available to management at the time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the 2019 Transaction or the September Offering taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the combined company. They should be read in conjunction with the financial statements and notes thereto of each of Churchill and Clarivate (formerly known as Camelot Holdings (Jersey) Limited) included elsewhere in this prospectus.
2.   Adjustments to Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the 2019 Transaction and the September Offering and has been prepared for informational purposes only.
The historical financial statements have been adjusted in the unaudited pro forma condensed combined financial information to give pro forma effect to events that are (1) directly attributable to the 2019 Transaction and the September Offering, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the results of the combined company. Camelot and Churchill did not have any historical relationship prior to the 2019 Transaction. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
The pro forma combined provision for income taxes does not necessarily reflect the amounts that would have resulted had the combined company filed consolidated income tax returns during the periods presented.
The pro forma basic and diluted earnings per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the number of Clarivate’s shares outstanding, assuming the 2019 Transaction and the September Offering occurred on January 1, 2018.
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2019
The adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2019 are as follows:
(A)
As a part of the September Offering, there was a removal of share price targets and time-based vesting conditions on the founder shares and private placement warrants, which caused a compensatory event. This adjustment is reflected in ordinary shares and accumulated deficit of Clarivate.
(I)
Reflects adjustment related to the payment of anticipated transaction costs related to the September Offering by Clarivate including, but not limited to, advisory services, legal fees and registration fees.
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2018
The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2018 are as follows:
(B)
Reflects the elimination of Churchill historical operating costs, interest income and unrealized gain on the trust account and related tax impacts that would not have been incurred had the 2019 Transaction been consummated on January 1, 2018.
(C)
Elimination of transaction expenses related to the 2019 Transaction incurred in the year ended December 31, 2018.
(D)
Reflects the reduction in interest expense related to the paydown of the Prior Term Loan Facility and the Prior Revolving Credit Facility related to the 2019 Transaction.
   
67

TABLE OF CONTENTS
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the Six Months Ended June 30, 2019
The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2019 are as follows:
(E)
Reflects the elimination of Churchill historical operating costs, interest income and unrealized gain on the trust account and related tax impacts that would not have been incurred had the 2019 Transaction been consummated on January 1, 2018.
(F)
Elimination of transaction expenses related to the 2019 Transaction incurred in the six months ended June 30, 2019.
(G)
Reflects the reduction in interest expense related to the paydown of the Prior Term Loan Facility and the Prior Revolving Credit Facility related to the 2019 Transaction.
(H)
Elimination of share-based compensation expenses related to the 2019 Transaction incurred in the six months ended June 30, 2019.
(J)
Reflects elimination of a write-down of debt issuance costs and debt discount related to the paydown of the Prior Term Loan Facility in the six months ended June 30, 2019.
3.   Loss per Share
Represents the net loss per share calculated using the historical weighted average ordinary shares of Clarivate and the issuance of additional ordinary shares in connection with the 2019 Transaction, assuming the ordinary shares were outstanding since January 1, 2018. As the 2019 Transaction, including related proposed equity purchases, are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average ordinary shares outstanding for basic and diluted net income (loss) per ordinary share assumes that the ordinary shares issuable in connection with the 2019 Transaction have been outstanding for the entire period presented.
(Net loss presented in thousands of dollars)
Pro Forma Basic and Diluted Loss Per Share
Six Months
Ended June 30,
2019
Pro Forma net loss attributable to shareholders
$ (57,269)
Weighted average ordinary shares outstanding, basic and diluted
305,249,999
Basic and diluted net loss per ordinary share
$ (0.19)
(Net loss presented in thousands of dollars)
Pro Forma Basic and Diluted Loss Per Share
Year Ended
December 31,
2018
Pro Forma net loss attributable to shareholders
$ (204,871)
Weighted average ordinary shares outstanding, basic and diluted
305,249,999
Basic and diluted net loss per ordinary share
$ (0.67)
Pro Forma Weighted Average Shares – Basic and Diluted
Clarivate ordinary shares issued to Camelot Owners
217,500,000
Total Clarivate ordinary shares issued to the sponsor and the founders
18,750,000
Clarivate ordinary shares issued to current Churchill public shareholders
68,999,999
Pro Forma Weighted Average Ordinary Shares – Basic and Diluted
305,249,999
   
68

TABLE OF CONTENTS
As a result of the pro forma net loss, the loss per share amounts exclude the anti-dilutive impact of the following:

The 34,500,000 warrants sold during the Churchill IPO converted in the Mergers into warrants to purchase up to a total of 34,500,000 Clarivate ordinary shares, which are exercisable at $11.50 per share;

The 18,300,000 private placement warrants sold concurrently with the Churchill IPO converted in the Mergers into warrants to purchase up to a total of 18,300,000 Clarivate ordinary shares. Approximately 18,087,826 of these private placement warrants are held by the sponsor, and available for distribution to certain founders and Garden State, exercisable at $11.50 per share;

The 7,000,000 issued ordinary shares of Clarivate to be allotted and issued to the persons designated by Jerre Stead or Michael Klein (Mr. Stead with the ability to allocate 4,000,000 of these ordinary shares, and Mr. Klein with the ability to allocate 3,000,000 of these ordinary shares, or, in the event of death or incapacity of either, by his respective successor) on or after June 1, 2020 and prior to December 31, 2020;

As of June 30, 2019, there were 25,252,934 options to purchase ordinary shares of Clarivate pursuant to the Clarivate Analytics Plc 2019 Incentive Award Plan, of which 13,768,097 are vested and 11,484,837 are unvested and have a weighted average exercise price of  $11.28, after giving effect to the adjustment to exercise prices of the management options of Camelot in connection with the Tax Receivable Agreement; and

As of December 31, 2018, there were 24,524,698 options to purchase ordinary shares of Clarivate pursuant to the Clarivate Analytics Plc 2019 Incentive Award Plan, of which 6,655,037 are vested and 17,869,661 are unvested and have weighted average exercise prices of  $10.85 and $11.08, respectively, after giving effect to the adjustment to exercise prices of the management options of Camelot in connection with the Tax Receivable Agreement.
   
69

TABLE OF CONTENTS
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with “Unaudited Pro Forma Condensed Combined Financial Statements,” “Selected Historical Financial Information” and our audited and unaudited consolidated financial statements, including the notes thereto, included elsewhere in this prospectus. Certain statements in this section are forward-looking statements that involve risks and uncertainties, such as statements regarding our plans, objectives, expectations and intentions. Our future results and financial condition may differ materially from those we currently anticipate as a result of the factors we describe under the sections titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors.” Certain income statement amounts discussed herein are presented on an actual and on a constant currency basis. We calculate constant currency by converting the non-U.S. dollar income statement balances for the most current year to U.S. dollars by applying the average exchange rates of the preceding year. Certain amounts that appear in this section may not sum due to rounding.
Overview
We offer a collection of high quality, market leading information and analytic products and solutions through our Science and Intellectual Property (“IP”) Product Groups. Our Science Product Group consists of our Web of Science and Life Science Product Lines, and our IP Product Group consists of our Derwent, CompuMark and MarkMonitor Product Lines. Our highly curated Web of Science products are offered primarily to universities, helping them navigate scientific literature, facilitate research and evaluate and measure the quality of researchers, institutions and scientific journals across various academic disciplines. Our Life Sciences Product Line offerings serve the content and analytical needs of pharmaceutical and biotechnology companies across the drug development lifecycle, including content on discovery and pre-clinical research, competitive intelligence, regulatory information and clinical trials. Our Derwent Product Line offerings help patent and legal professionals in R&D intensive businesses evaluate the novelty and patentability of new ideas and products to help protect and research trademarks. Our CompuMark products and services allow businesses and legal professionals to access our comprehensive trademark database. Finally, our MarkMonitor offerings include enterprise web domain portfolio management products and services.
Factors Affecting the Comparability of Our Results of Operations
The following factors have affected the comparability of our results of operations between the periods presented in this prospectus and may affect the comparability of our results of operations in future periods.
2016 Transaction and Transition to Operations as a Standalone Business
Our Company is the result of an October 2016 acquisition, by Onex and Baring, of certain direct and indirect subsidiaries and assets comprising the intellectual property and science business of Thomson Reuters for approximately $3.6 billion.
Transition Services Agreement
At the time of the 2016 Transaction, we entered into a Transition Services Agreement with Thomson Reuters, pursuant to which Thomson Reuters provided us with certain transitional support services, including facilities management, human resources, accounting and finance, sourcing, sales and marketing and other back office services, and continues to provide us with certain data center services. As of the date of this prospectus, we have replaced substantially all Transition Services Agreement services by building up comparable internal functions during the course of 2017 and 2018, though we continue to rely to a limited extent on certain Thomson Reuters data center services until we complete our product migration to either Amazon Web Services, or our own systems. Pursuant to the Transition Services Agreement, we pay Thomson Reuters a fee based on Thomson Reuters’ historical allocation for such services to our business when it was owned by Thomson Reuters. These Transition Services Agreement fees amounted to $10.5 million, $55.8 million and $89.9 million in the nine months ended September 30, 2019 and the years
70

TABLE OF CONTENTS
ended December 31, 2018 and 2017, respectively. Our standalone operating costs have differed substantially from the historical costs of services under the Transition Services Agreement and may differ substantially in the future, which may impact the comparability of our results of operations between the periods presented in this prospectus and with those for future periods.
Purchase Accounting Impact of the 2016 Transaction
In addition, purchase accounting adjustments related to the 2016 Transaction included a revaluation of deferred revenues to account for the difference in value between the customer advances retained by us upon the consummation of the 2016 Transaction and our outstanding performance obligations related to those advances. The difference in value is written down as an adjustment to revenues as the related performance obligations, which cannot be recognized as revenues under GAAP, are fulfilled. This resulted in negative adjustments to revenues of  $3.2 million and $49.7 million in the years ended December 31, 2018 and 2017, respectively. As of September 30, 2019, the relevant performance obligations have been substantially fulfilled and the valuation difference has been substantially written down. As a result, our consolidated revenues and margins are not comparable between the periods presented in this prospectus and may not be comparable with those for future periods. To facilitate comparability between periods we present Adjusted Revenues in this prospectus to eliminate, among other things, the impact of the deferred revenues adjustment. See “— Certain Non-GAAP Measures — Adjusted Revenues, Adjusted Subscription Revenues and Adjusted Transactional Revenues.”
The 2019 Transaction
In January 2019, we entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated February 26, 2019, and Amendment No. 2 to the Agreement and Plan of Merger, dated March 29, 2019, the “Merger Agreement”) by and among Churchill, Clarivate Delaware Merger Sub, Jersey Merger Sub, and the Company, which, among other things, provided for (i) Jersey Merger Sub to be merged with and into the Company with the Company being the surviving company in the merger (the “Jersey Merger”) and (ii) Delaware Merger Sub to be merged with and into Churchill with Churchill being the surviving corporation in the merger (the “Delaware Merger”, and together with the Jersey Merger the “Mergers” and the Mergers, together with the other transactions contemplated by the Merger Agreement, the “2019 Transaction”). The 2019 Transaction closed on May 13, 2019. Upon the consummation of the 2019 Transaction, our available cash increased by approximately $682.1 million, of which $650.0 million was applied to pay down our existing debt and the remainder was used to pay costs related to the 2019 Transaction and for general corporate purposes.
Following the consummation of the 2019 Transaction, our ordinary shares and warrants began trading on the NYSE and NYSE American, respectively. Our filings with the SEC and listing on the NYSE have required us to develop the functions and resources necessary to operate as a public company, including employee-related costs and equity compensation, which have resulted in increased operating expenses, which we estimate to be approximately $6.6 million per year.
Agreement to Acquire Decision Resources Group
On January 17, 2020, we entered into the DRG Agreement and certain other agreements to acquire Decision Resources Group, a premier provider of high-value data, analytics and insights products and services to the healthcare industry, from Piramal Enterprises Limited, which is a part of global business conglomerate Piramal Group.
The aggregate consideration to be paid in connection with the closing of the DRG Acquisition is expected to be approximately $950 million, comprised of  $900 million in cash payable on the closing date and approximately $50 million in Clarivate ordinary shares to be issued to Piramal Enterprises Limited following the one-year anniversary of closing. We expect the DRG Acquisition to close in the first quarter of 2020, subject to customary closing conditions and regulatory approvals which include approval by the shareholders of Piramal Enterprises Limited.
We expect the DRG Acquisition to be accretive to our earnings in 2020 with opportunities for significant revenues and cost synergies. DRG generated $207 million of revenues in 2019, as compared with $189 million of revenues in 2018 (representing approximately 9% growth). In 2019, DRG also had a net loss
71

TABLE OF CONTENTS
of  $21.7 million and $47.6 million of Adjusted EBITDA. We expect to achieve cost synergies of approximately $30 million within the first 18 months after the transaction closes, which in addition to revenue synergies, is expected to drive DRG’s financial performance and expand its Adjusted EBITDA margin towards the Clarivate target of over 40%. See “Summary — Recent Developments — Reconciliation of DRG Adjusted EBITDA to Net (Loss)” for additional discussion of DRG’s Adjusted EBITDA and Adjusted EBITDA Margin, and a reconciliation of DRG’s Adjusted EBITDA to DRG’s most directly comparable GAAP measure. See “Risk Factors — We may not be able to achieve the expected benefits of the DRG Acquisition, including anticipated revenue and cost synergies, and costs associated with achieving synergies or integrating DRG may exceed our expectations.”
In connection with the DRG Acquisition, we have secured a backstop of the full amount of the $900.0 million of cash consideration payable in the form of a $950.0 million senior unsecured bridge facility commitment from affiliates of the underwriters. We intend to finance a portion of the cash consideration, subject to market conditions and other factors, with net proceeds from this offering. We anticipate that the portion of the cash consideration that is not funded through this offering will be funded through the incurrence of additional indebtedness. This offering is not conditioned upon the consummation of the DRG Acquisition, and we cannot assure you that we will consummate the DRG Acquisition on the terms described herein or at all. If the DRG Acquisition is not consummated for any reason, we intend to use the net proceeds from this offering to repay outstanding indebtedness. See “Risk Factors — We may not consummate the DRG Acquisition, and this offering is not conditioned on the consummation of the DRG Acquisition.”
Termination of Tax Receivable Agreement
Effective May 10, 2019, the Company entered into a Tax Receivable Agreement (the “Tax Receivable Agreement”) with the shareholders of the Company prior to the 2019 Transaction, including Onex and Baring (the “TRA Parties”). The Tax Receivable Agreement, which was accounted for as a long-term liability for financial reporting purposes, generally would have required the Company to pay the TRA Parties 85% of the amount of cash savings, if any, realized (or, in some cases, deemed to be realized) as a result of the utilization of Covered Tax Assets (as defined in the Tax Receivable Agreement). On August 21, 2019, the Company entered into a Buyout Agreement (“TRA Buyout Agreement”), pursuant to which all future payment obligations of the Company under the Tax Receivable Agreement would terminate in exchange for a payment of  $200.0 million (the “TRA Termination Payment”), which the Company paid on November 7, 2019 with a portion of the net proceeds from the Refinancing Transactions. We believe that the termination of the Tax Receivable Agreement will significantly improve our free cash flow profile by eliminating near-term cash outflows of up to $30.0 million annually that the Company was expecting to pay starting in early 2021.
IPM Product Line Divestiture
In October 2018, we sold certain subsidiaries and assets related to our intellectual property management (IPM) Product Line for a total purchase price of  $100.1 million gross of restricted cash and cash included in normalized working capital and related adjustments, of which $31.4 million was used to satisfy our term loan obligation. As a result, we recorded a net gain on sale of  $36.1 million, inclusive of incurred transaction costs of  $3.0 million, for the year ended December 31, 2018. Our audited consolidated financial statements included elsewhere in this prospectus include the results of operations related to our divested IPM Product Line through the date of divestiture, including revenues of  $20.5 million and $31.9 million for the years ended December 31, 2018 and 2017, respectively. The divestiture did not represent a strategic shift, and is not expected to have a significant effect on our financial results or operations in future periods, although as a result our consolidated revenues and profits for the periods presented in this prospectus may not be comparable between periods or with those for future periods. To facilitate comparability between periods we present Adjusted Revenues in this prospectus to eliminate, among other things, IPM Product Line revenues for 2018 and 2017. See “— Certain Non-GAAP Measures — Adjusted Revenues, Adjusted Subscription Revenues and Adjusted Transactional Revenues.”
72

TABLE OF CONTENTS
Effect of Currency Fluctuations
As a result of our geographic reach and operations across regions, we are exposed to currency transaction and currency translation impacts. Currency transaction exposure results when we generate revenues in one currency and incur expenses in another. While we seek to limit our currency transaction exposure by matching revenues and expenses, we are not always able to do so. For example, for the years ended December 31, 2018 and 2017, our revenues were denominated approximately 79% in U.S. dollars, 7% in euros, 7% in British pounds and 7% in other currencies in each of these years, while our direct expenses before depreciation and amortization, tax and interest in 2018 and 2017, were denominated approximately 70% and 73% in U.S. dollars, 9% and 8% in euros, 11% and 11% in British pounds and 10% and 8% in various other currencies, respectively.
The financial statements of our subsidiaries outside the U.S. and the UK are typically measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the balance sheet date exchange rates, while income and expense items are translated at the average monthly exchange rates. Resulting translation adjustments are recorded in Accumulated other comprehensive income (loss) on the Consolidated Balance Sheets.
Subsidiary monetary assets and liabilities that are denominated in currencies other than the functional currency are remeasured using the month-end exchange rate in effect during each fiscal month, with any related gain or loss recorded in Other operating income (expense), net within the Consolidated Statements of Operations.
We do not currently hedge our foreign currency transaction or translation exposure. As a result, significant currency fluctuations could impact the comparability of our results between periods, while such fluctuations coupled with material mismatches in revenues and expenses could also adversely impact our cash flows. See “— Quantitative and Qualitative Disclosures About Market Risk.”
Key Components of Our Results of Operations
Revenues, net
We categorize our revenues into two categories: subscription and transactional.
Subscription.   Subscription-based revenues are recurring revenues that are earned under annual, multi-year, or evergreen contracts, pursuant to which we license the right to use our products to our customers. Revenues from the sale of subscription data and analytics solutions are typically invoiced annually in advance and recognized ratably over the year as revenues are earned. Subscription revenues are driven by annual revenue renewal rates, new subscription business, price increases on existing subscription business and subscription upgrades and downgrades from recurring customers. Substantially all of our historical deferred revenues purchase accounting adjustments are related to subscription revenues.
Transactional.   Transactional revenues are earned under contracts for specific deliverables that are typically quoted on a product, data set or project basis and often derived from repeat customers, including customers that also generate subscription-based revenues. Transactional products and services are invoiced according to the terms of the contract, typically in arrears. Transactional content sales are usually delivered to the customer instantly or in a short period of time, at which time revenues are recognized. Transactional revenues also include, to a lesser extent, professional services, which are typically performed under contracts that vary in length from several months to years for multi-year projects and are typically invoiced based on the achievement of milestones. The most significant components of our transactional revenues include our “clearance searching” and “backfiles” products.
Cost of Revenues, Excluding Depreciation and Amortization
Cost of revenues consists of costs related to the production, servicing and maintenance of our products and are comprised primarily of related personnel costs, such as salaries, benefits and bonuses for employees, fees for contracted labor, and data center services and licensing costs. Cost of revenues also includes the costs to acquire or produce content, royalties payable and non-capitalized R&D expenses. Cost of revenues does not include production costs related to internally generated software, which are capitalized.
73

TABLE OF CONTENTS
Selling, General and Administrative, Excluding Depreciation and Amortization
Selling, general and administrative costs consist primarily of salaries, benefits, commission and bonuses for the executive, finance and accounting, human resources, administrative, sales and marketing personnel, third-party professional services fees, such as legal and accounting expenses, facilities rent and utilities and technology costs associated with our corporate infrastructure.
Depreciation
Depreciation expense relates to our fixed assets, including mainly computer hardware and leasehold improvements, furniture and fixtures. These assets are depreciated over their expected useful lives, and in the case of leasehold improvements over the shorter of their useful life or the duration of the related lease.
Amortization
Amortization expense relates to our finite-lived intangible assets, including mainly databases and content, customer relationships and internally generated computer software. These assets are amortized over periods of between two and 20 years. Definite-lived intangible assets are tested for impairment when indicators are present, and, if impaired, are written down to fair value based on discounted cash flows. No impairment of intangible assets has been identified during any financial period included in our accompanying audited consolidated financial statements.
Share-based Compensation
Share-based compensation expense includes costs associated with stock options granted to and certain modifications for certain members of management and expense related to the issuance of shares in connection with the 2019 Transaction.
Transaction Expenses
Transaction expenses are incurred to complete business combination transactions, including acquisitions and disposals, and typically include advisory, legal and other professional and consulting costs.
Transition, Integration and Other Related Expenses
Transition, integration and other related expenses, including transformation expenses, mainly reflect the costs of transitioning certain activities performed under the Transition Services Agreement by Thomson Reuters and certain consulting costs related to standing up our back-office systems to enable our operation on a stand-alone basis. These costs include labor costs of full time employees currently working on migration projects, including primarily employees whose labor costs are capitalized in other circumstances (such as employees working on application development). In 2019, these costs also relate to the Company’s transition expenses incurred following the 2019 Transaction.
Legal Settlement
Legal settlement represents a net gain recorded for cash received in relation to closure of a confidential legal matter.
Other Operating Income (Expense)
Other operating income (expense) consists of gains or losses related to legal settlements and the disposal of our assets, asset impairments or write-downs and the consolidated impact of re-measurement of the assets and liabilities of our company and our subsidiaries that are denominated in currencies other than each relevant entity’s functional currency.
Interest Expense, net
Interest expense, net consists of expense related to interest on our borrowings under the Prior Term Loan Facility and the Prior Notes, the amortization and write off of debt issuance costs and original issue discount, and interest related to certain derivative instruments.
74

TABLE OF CONTENTS
Benefit (Provision) for Income Taxes
A benefit or provision for income tax is calculated for each of the jurisdictions in which we operate. The benefit or provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences exp