Clarivate Plc disclosed via an 8-K press release dated November 4, 2026, that its wholly-owned subsidiary Clarivate Science Holdings Corporation has commenced cash tender offers to purchase up to $500,000,000 aggregate principal amount of its outstanding 3.875% Senior Secured Notes due 2028 and 4.875% Senior Notes due 2029.

Key Highlights

  • Aggregate Tender Cap: The combined purchase across both note series is capped at $500,000,000 in aggregate principal amount.
  • 2028 Notes: $750,000,000 aggregate principal amount outstanding; series cap set at $400,000,000; CUSIP 144A: 18064P AC3.
  • 2029 Notes: $900,000,000 aggregate principal amount outstanding; series cap set at $100,000,000; fixed total consideration of $928.75 per $1,000 principal amount.
  • 2028 Notes pricing: Total consideration to be determined using a fixed spread of +50 basis points over the reference yield of the 4.125% UST due June 30, 2028, as of 2:00 p.m. New York City time on November 10, 2026.
  • Expiration and settlement: Offers are scheduled to expire at 5:00 p.m. New York City time on November 10, 2026, with settlement expected on November 13, 2026.
  • Dealer Manager: Citigroup Global Markets Inc. is serving as dealer manager; Global Bondholder Services Corporation is acting as Tender and Information Agent.

Clarivate Science Holdings Corporation Tender Offer Terms and Conditions

According to the filing, Clarivate Science Holdings Corporation, a wholly-owned subsidiary of Clarivate Plc (NYSE:CLVT), commenced the tender offers on November 4, 2026, governed by an Offer to Purchase of the same date. The company disclosed that the offers cover two series of notes: the 3.875% Senior Secured Notes due July 1, 2028, with $750,000,000 aggregate principal outstanding, and the 4.875% Senior Notes due July 1, 2029, with $900,000,000 aggregate principal outstanding. The overall purchase is subject to a $500,000,000 Tender Cap, with $400,000,000 and $100,000,000 Series Caps applied to the 2028 Notes and 2029 Notes, respectively.

The filing disclosed that the total consideration for the 2029 Notes is fixed at $928.75 per $1,000 principal amount, while the total consideration for the 2028 Notes will be calculated based on a fixed spread of 50 basis points over the yield of the 4.125% U.S. Treasury note due June 30, 2028, quoted on Bloomberg Reference Page FIT 4 at 2:00 p.m. New York City time on November 10, 2026. Holders whose notes are accepted will also receive accrued and unpaid interest from the last interest payment date up to, but excluding, the Settlement Date. The filing noted that the company may, but is under no obligation to, adjust the Tender Cap or Series Caps at any time before the Expiration Date.

The filing stated that the offers are not conditioned on the consummation of the other offer or on any minimum aggregate principal amount being tendered, though other conditions described in the Offer to Purchase do apply. The company disclosed it may increase notes accepted for payment by up to 2% of the outstanding notes of the applicable series without amending or extending the offers. The filing also contained forward-looking statements that the company described as subject to risks and uncertainties, including those set out in its annual report on Form 10-K and other regulatory filings.

What Was Disclosed

Clarivate Science Holdings Corporation announced cash tender offers to repurchase up to $500,000,000 of its 3.875% Senior Secured Notes due 2028 and 4.875% Senior Notes due 2029, with an expiration date of November 10, 2026, and an expected settlement date of November 13, 2026.