Completion of Acquisition or Disposition of Assets · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Other Events
Item 2.01. Completion of Acquisition or Disposition of Assets. On October 6, 2026, Clarivate Plc (“Clarivate”) completed the previously announced sale of its Life Sciences and Healthcare business to an affiliate of Altaris, LLC (“Buyer”) pursuant to the Stock and Asset Purchase Agreement (the “Purchase Agreement”), dated as of July 3, 2026, between certain subsidiaries of Clarivate and Buyer (the “Transaction”).…
Filed Oct 6, 2026Accepted Oct 6, 2026, 4:29 PM EDTCIK 1764046Accession 0001764046-26-000117
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Item 2.01Item 2.01 - Completion of Acquisition
Item 2.01. Completion of Acquisition or Disposition of Assets.
On October 6, 2026, Clarivate Plc (“Clarivate”) completed the previously announced sale of its Life Sciences and Healthcare business to an affiliate of Altaris, LLC (“Buyer”) pursuant to the Stock and Asset Purchase Agreement (the “Purchase Agreement”), dated as of July 3, 2026, between certain subsidiaries of Clarivate and Buyer (the “Transaction”).
At the closing of the Transaction (the “Closing”), Buyer paid to a wholly-owned subsidiary of Clarivate cash consideration of $500,000,000, subject to customary adjustments for cash, indebtedness, working capital and transaction expenses as more fully set forth in the Purchase Agreement, and an affiliate of Buyer issued to a wholly-owned subsidiary of Clarivate an unsecured senior note in an aggregate principal amount of $75,000,000. In addition, deferred consideration of $25,000,000 is payable by Buyer to a wholly-owned subsidiary of Clarivate upon the latest of (x) 20 business days after the completion by a subsidiary of Clarivate of the transition services to be provided to the Buyer, (y) 20 business days after the receipt of the final payment for such services and (z) January 31, 2028 (but no later than January 31, 2028, in any case).
The foregoing description of the Purchase Agreement and the Transaction does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to Clarivate’s Current Report on Form 8-K filed with the SEC on July 6, 2026, and is incorporated by reference herein.
Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Upon the Closing and in connection with the Transaction, Henry Levy, Clarivate’s President, Life Sciences & Healthcare, terminated employment with a subsidiary of Clarivate. Pursuant to the terms of the retention agreement entered into between Mr. Levy and a subsidiary of Clarivate (the terms of which were previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2026), Clarivate entered into a separation agreement and release with Mr. Levy providing for the payments and benefits set forth in the retention agreement.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
On October 6, 2026, Clarivate issued a press release announcing the completion of the Transaction. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.