UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Mark One)
For the fiscal year ended
For the transition period from ___________ to ___________
Date of event requiring this shell company report: May 13, 2019
Commission file number: 001-38911
Clarivate Analytics Plc
(Exact Name of Registrant as Specified in Its Charter)
Not Applicable
(Translation of Registrant’s Name Into English)
Jersey, Channel Islands
(Jurisdiction of Incorporation or Organization)
4th Floor, St. Paul’s Gate, 22-24 New Street
St. Helier, Jersey JE1 4TR
(Address of Principal Executive Offices)
Mr. Stephen Hartman
General Counsel and Global Head of Corporate Development
Friars House
160 Blackfriars Road
London, SE1 8EZ, UK
Telephone: +44 207 433 4000
Fax: +44 207 433 4001
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
On May 13, 2019 the issuer had 305,249,999 ordinary shares outstanding.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No ¨
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ¨ No x
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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 13(a) of the Exchange Act. x
† 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.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. o Item 17 o Item 18
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No o
EXPLANATORY NOTE
This Amendment No. 1 to the Shell Company Report on Form 20-F of Clarivate Analytics Plc (the “Form 20-F/A”) which was filed with the Securities and Exchange Commission on May 17, 2019 (the “Form 20-F”), is being filed solely for the purpose of adding Exhibit 101 to Item 19 “Exhibits” and to furnish the Interactive Data File (as defined in Rule 11 of Regulation S-T) as Exhibit 101 in accordance with Rule 405 of Regulation S-T. Exhibit 101, which contains interactive data files in eXtensible Business Reporting Language, was previously omitted from the Form 20-F in accordance with the 30-day grace period for initial interactive data submission under Rule 405(a)(2)(ii) of Regulation S-T.
Except as described above, this Form 20-F/A does not, and does not purport to, amend, modify, update or restate any information set forth in the Form 20-F or reflect any events that occurred subsequent to the filing of the Form 20-F on May 17, 2019.
TABLE OF CONTENTS
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INTRODUCTORY NOTES
Use of Certain Defined Terms
Except as otherwise indicated by the context and for the purpose of this report only, references in this report to:
Forward-Looking Information
This report includes statements that express Clarivate’s 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” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. 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 report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Transactions, the benefits and synergies of the Transactions, including anticipated cost savings, results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which the Company operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting Clarivate. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, as well as assumptions, which, if they were to ever materialize or prove incorrect, could cause the results of Clarivate to differ materially from those expressed or implied by such forward-looking statements. Potential risks and uncertainties include those generally set forth under Item 3 “Key information—D. Risk Factors” and elsewhere in this report.
Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.
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Clarivate’s directors and executive officers immediately following the consummation of the Transactions are described in Clarivate’s Registration Statement on Form F-4, as amended (Registration No. 333-229889) (the “F-4”) under the heading “Information About Executive Officers, Directors and Nominees” beginning on page 117, which is incorporated herein by reference.
B. Advisors
Ogier (44 Esplanade, St Helier, Jersey, JE4 9WG) acts as Jersey, Channel Islands counsel to Clarivate. Latham & Watkins LLP (555 11th Street NW, Suite 1000, Washington, D.C., USA, 20004) acts as United States counsel to Clarivate.
From Clarivate’s inception through the consummation of the Transactions, PricewaterhouseCoopers LLP, an independent registered public accounting firm (2001 Market Street #1800, Philadelphia, PA 19103), has acted as the Company’s independent registered public accounting firm.
Not applicable.
Information regarding Clarivate’s selected financial data is described in Clarivate’s F-4 under the heading “Selected Historical Financial Information” beginning on page 160, which is incorporated herein by reference.
B. Capitalization and Indebtedness
C. Reasons for the Offer and Use of Proceeds
D. Risk Factors
The risks associated with our business are described in Clarivate’s F-4 under the heading “Risk Factors” beginning on page 32, which is incorporated herein by reference.
The history and development of Clarivate are described in Clarivate’s F-4 under the headings:
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