CLARIVATE PLC — Capital/Financing Update 2019

Dec 5, 2019

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As filed with the Securities and Exchange Commission on December 4, 2019.

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, 5 th 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 joseph.hall@davispolk.com 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 daniel.bursky@friedfrank.com meredith.mackey@friedfrank.com

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. ☒ File No. 333-235330

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	​	​	​	Amount to Be Registered (1)				​	​	​	Proposed Maximum Offering Price per Share (2)			​	​	​	Proposed Maximum Aggregate Offering Price (2)			​	​	​	Amount of Registration Fee			​ — ​
Ordinary shares	​	​	​	​	​	8,280,000	​	​	​	​	​	$ 18.00	​	​	​	​	​	$ 149,040,000	​	​	​	​	​	$ 19,345.39	​	​

(1)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended.

(2)

Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, the amount of securities being registered hereunder represents no more than 20% of the securities initially registered pursuant to Registration Statement No. 333-235330. A total of 41,400,000 of securities were registered under Registration Statement No. 333-235330. In no event will the aggregate amount of all securities issued by the registrant pursuant to this Registration Statement and Registration Statement No. 333-235330 exceed 49,680,000.

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

This Registration Statement on Form F-1 is being filed by Clarivate Analytics Plc (the “Company”) with the Securities and Exchange Commission (the “Commission”) to register an additional 8,280,000 ordinary shares of the Company pursuant to Rule 462(b) and General Instruction V to Form F-1, both promulgated under the Securities Act of 1933, as amended. This Registration Statement incorporates by reference the contents of the Company’s Registration Statement on Form F-1 (File No. 333-235330), initially filed with the Commission on December 2, 2019 , which was declared effective by the Commission on December 4, 2019, including each of the documents filed by the Company with the Commission and all the exhibits thereto.

EXHIBIT INDEX

The following documents are filed as part of this registration statement:

​	5.1*	​	​	Opinion of Ogier	​
​	23.1*	​	​	Consent of PricewaterhouseCoopers LLP (with respect to Clarivate Analytics Plc (formerly known as Camelot Holdings (Jersey) Limited) financial statements)	​
​	23.2*	​	​	Consent of PricewaterhouseCoopers LLP (with respect to Clarivate Analytics Plc financial statements)	​
​	23.3*	​	​	Consent of Marcum LLP (with respect to Churchill Capital Corp financial statements)	​
​	23.4*	​	​	Consent of Ogier (included in Exhibit 5.1)	​
​	24.1	​	​	Powers of Attorney (included on signature page to this Registrant's Registration Statement on Form F-1 (File No. 333-235330) filed with the Commission on December 2, 2019 and incorporated herein by reference)	​

*

Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of London, United Kingdom, on December 4, 2019.

Clarivate Analytics Plc

By:

/s/ Jerre Stead

Name:

Jerre Stead

Title:

Executive Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on December 4, 2019 in the capacities indicated.

​	Name	​	​	Title	​
​	* ​ Jerre Stead	​	​	Executive Chairman and Chief Executive Officer (principal executive officer)	​
​	* ​ Richard Hanks	​	​	Chief Financial Officer (principal financial officer)	​
​	* ​ Christie Archbold	​	​	Chief Accounting Officer (principal accounting officer)	​
​	* ​ Sheryl von Blucher	​	​	Director	​
​	* ​ Martin Broughton	​	​	Director	​
​	* ​ Kosty Gilis	​	​	Director	​
​	* ​ Balakrishnan S. Iyer	​	​	Director	​
​	* ​ Michael Klein	​	​	Director	​
​	* ​ Nicholas Macksey	​	​	Director	​
​	* ​ Karen G. Mills	​	​	Director	​

​	Name	​	​	Title	​
​	* ​ Charles E. Moran	​	​	Director	​
​	* ​ Amir Motamedi	​	​	Director	​
​	* ​ Anthony Munk	​	​	Director	​
​	* ​ Charles J. Neral	​	​	Director	​
​	* ​ Matthew Scattarella	​	​	Director	​
​	*By: /s/ Jerre Stead ​ Jerre Stead	​	​	Attorney-in-Fact	​

AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Clarivate Analytics Plc, has signed this registration statement in the City of New York, State of New York, on the 4 th day of December, 2019.

VISTRA USA, LLC

By:

/s/ Waldo Mercado

Name:

Waldo Mercado

Title:

Manager, International Operations