Clarivate Plc disclosed on November 4, 2026, that its wholly-owned subsidiary Clarivate Science Holdings Corporation has commenced cash tender offers to purchase its outstanding 3.875% Senior Secured Notes due 2028 and 4.875% Senior Notes due 2029, subject to a combined $500,000,000 aggregate cap.

Key Highlights

  • Two note series targeted: The offers cover 3.875% Senior Secured Notes due July 1, 2028, with $750,000,000 aggregate principal outstanding, and 4.875% Senior Notes due July 1, 2029, with $900,000,000 aggregate principal outstanding.
  • Tender Cap of $500,000,000: Total notes purchased across both series are subject to a $500,000,000 aggregate principal cap, with a $400,000,000 series cap on the 2028 Notes and a $100,000,000 series cap on the 2029 Notes.
  • Fixed 2029 Notes consideration: The total consideration for the 4.875% Senior Notes due 2029 is set at $928.75 per $1,000 principal amount validly tendered.
  • 2028 Notes pricing reference: The total consideration for the 2028 Notes will be determined using a fixed spread of +50 basis points over the yield of the 4.125% U.S. Treasury due June 30, 2028, as of 2:00 p.m. New York City time on November 10, 2026.
  • Expiration and settlement dates: The 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.
  • Accrued interest payable: 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.
  • Dealer Manager retained: Citigroup Global Markets Inc. has been retained as dealer manager, and Global Bondholder Services Corporation will act as Tender and Information Agent.

Clarivate Science Holdings Tender Offer Terms and Conditions

According to the filing, Clarivate Plc (NYSE:CLVT) announced through its wholly-owned subsidiary, Clarivate Science Holdings Corporation, the commencement of cash tender offers for two series of outstanding notes. The offer is governed by an Offer to Purchase dated November 4, 2026. The combined tender cap is $500,000,000 in aggregate principal amount, with a $400,000,000 cap allocated to the 3.875% Senior Secured Notes due 2028 and a $100,000,000 cap allocated to the 4.875% Senior Notes due 2029.

The filing states that the total consideration for the 2029 Notes is a fixed $928.75 per $1,000 principal amount. For the 2028 Notes, the total consideration will be calculated at a fixed spread of 50 basis points over the reference yield of the 4.125% U.S. Treasury due June 30, 2028, based on Bloomberg Reference Page FIT 4, as of the Price Determination Date of November 10, 2026. The company disclosed that it may, but is under no obligation to, eliminate, increase, or decrease the tender cap or any series cap at any time prior to the expiration date.

The filing notes that if proration is required for either series, the company will multiply each valid tender by the applicable proration rate and round down to the nearest $1,000 principal amount. The company may also increase the amount of notes accepted by no more than 2% of the outstanding notes of the applicable series without amending or extending the offers. Withdrawal rights for tendered notes expire at 5:00 p.m. New York City time on November 10, 2026. The filing includes forward-looking statements that the company identifies as subject to risks and uncertainties described in its annual report on Form 10-K and other regulatory filings.

What Was Disclosed

Clarivate Science Holdings Corporation announced cash tender offers dated November 4, 2026, for up to $500,000,000 aggregate principal of its 3.875% Senior Secured Notes due 2028 and 4.875% Senior Notes due 2029, with separate series caps and defined pricing terms for each.