Sec Form 13D Filing - Selige Co-Investor Pooling S.C.Sp filing for CLARIVATE PLC (CLVT) - 2020-10-13

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The Support Agreement as defined and described in Item 4 of this Schedule 13D was entered into by and among Castik Capital, the Issuer, the Indirect Sellers (as defined herein) (including Selige), the Sponsors (as defined herein) and the Seller Aggregator (as defined herein). Each of the Indirect Sellers, the Sponsors and the Seller Aggregator entered into the Support Agreement as an inducement to the Buyer Parties’ (as defined herein) willingness to enter into the Purchase Agreement described in Item 4 of this Schedule 13D (the terms of which are

Item 4. Purpose of Transaction.

 

On July 29, 2020, the Issuer entered into an agreement (the “Purchase Agreement”) with Redtop Holdings Limited (the “Seller”), a portfolio company of Leonard Green & Partners, L.P. (“LGP”) to acquire CPA Global, an intellectual property software management and technology-enabled services company, in exchange for newly issued shares of the Issuer (the “Transaction”). Under the Purchase Agreement, the Issuer will issue up to 218,306,663 Shares to the Seller, representing roughly 35% pro forma fully diluted ownership of the Issuer, as consideration to purchase 100% of the equity interest in CPA Global. As discussed below, the Issuer will acquire such shares through its subsidiaries Camelot U.K. Bidco Limited (the “U.K. Buyer”) and Clarivate IP (US) Holdings (the “U.S. Buyer”) (together with the Issuer, the “Buyer Parties”)), which will buy 100% of the equity interest of (i) the Seller’s indirect beneficial ownership in CPA Global Limited (the “U.S. Acquired Company”) and (ii) its direct beneficial ownership in CPA Global Group Holdings Limited (the “U.K. Acquired Company”).

Prior to the completion of the Transaction (“Closing”), the U.K. Acquired Company distributed 100% of the equity securities of the U.S. Acquired Company such that the Seller would beneficially own 100% of the U.S. Acquired Company’s equity securities immediately before Closing. The U.S. Buyer then purchased 100% of the equity securities of the U.S. Acquired Company while the U.K. Buyer bought 100% of the equity securities of the U.K. Acquired Company immediately thereafter.

Prior to the Transaction, funds advised by LGP and Castik Capital were major shareholders of CPA Global.

In connection with the Transaction, several other transaction agreements were contemplated in conjunction with the Purchase Agreement (together, with the Purchase Agreement, the “Transaction Agreements”), including:

•          a Support Agreement, dated July 29, 2020, between and among (i) the Issuer, (ii) certain funds controlled by LGP and Castik Capital (the “Indirect Sellers”), (iii) LGP and Castik Capital (collectively, the “Sponsors”) and (v) Capri Acquisitions Topco Limited, a private limited company organized under the laws of the Island of Jersey (“Capri TopCo” or the “Seller Aggregator”) (the “Support Agreement”);

•          an Investor Rights Agreement, entered into at Closing, between and among (i) the Issuer, (ii) the Seller, (iii) Capri TopCo, (iv) Selige (the “Castik Investor”), (v) Elgin Investment Holdings Limited (the “Baring Investor”), (vi) NGB Corporation (the “NGP Investor”), (vii) the LGP Investors (as defined in the agreement), (viii) the Partners Group Investors (as defined in the agreement), (ix) the Onex Investors (as defined in the agreement), (x) the Churchill Founders (as defined in the agreement) and (xi) the Sponsors (solely for certain limited purposes under the agreement) (the “Investor Rights Agreement”); and

•          a Registration Rights Agreement, entered into at Closing, between and among (i) the Issuer, (ii) the LGP Investors, the Castik Investor, the Partners Group Investors and the NGB Investors (and their respective permitted transferees under the agreement) (collectively, the “Kevlar Investors”), (iii) the Onex Investors (and their respective permitted transferees under the agreement), (iv) the Baring Investor (and its respective permitted transferees under the agreement), (v) the Churchill Founders (as defined in the agreement) (and their respective permitted transferees under the agreement) and (vi) each Investor (as defined in the agreement) from time to time party thereto (the “Registration Rights Agreement”).

Set forth below is a description of each of the above agreements.

As part of the Transaction, the Issuer, Castik Capital (of which several of the funds under its management, alongside other co-investors,  held an estimated 20% ownership interest in CPA Global), several Indirect Sellers (which indirectly owned a majority of the equity securities of the U.S. Acquired Company and the U.K. Acquired Company (the “Acquired Company Securities”) and are controlled by their respective Sponsors) and others entered into the Support Agreement. Castik Capital is party to the Support Agreement as a Sponsor to certain Indirect Sellers. Selige is also a party to the Support Agreement as an Indirect Seller (as it is ultimately controlled by Castik Capital).

The Support Agreement has since been duly terminated in accordance with its terms following Closing.

At Closing, the Issuer entered into the Investor Rights Agreement with the Seller, including affiliates of LGP, and certain shareholders of the Issuer, including the Castik Investor, the Baring Investor, the NGP Investor, the LGP Investors, the Partners Group Investors and the Churchill Founder. The Investor Rights Agreement establishes the rights, responsibilities, arrangements and restrictions with respect to the parties’ ownership of the Issuer’s shares, the governance of the Issuer and other related matters.

Under the Investor Rights Agreement, LGP will be given the right to nominate two members of the Issuer’s board of directors for so long as LGP maintains ownership of at least 10% of the Issuer’s outstanding shares, and one member of the board for so long as LGP maintains ownership of at least 5% of the Issuer’s outstanding shares.

Under the Investor Rights Agreement, LGP, the Partners Group Investors and Castik Capital will be subject to a lock-up, prohibiting them from transferring or disposing the Shares until October 1, 2021, subject to certain exceptions. In addition, the Onex Investors (and their respective permitted transferees under the Investor Rights Agreement) and the Baring Investors (and their respective permitted transferees under the Investor Rights Agreement) will agree not to dispose of the approximately 99.2 million ordinary shares they currently hold during this lock-up period, except that with the approval of the Issuer’s chief executive officer, they may sell up to 49.6 million ordinary shares beginning on or after Closing. Castik Capital may consider disposing its Shares following the lock-up.

In connection with a registered sale of the Shares, the Investor Rights Agreement prohibits the Castik Investor, its permitted transferees under the Investor Rights Agreement and Castik Capital (together with all investment funds or vehicles controlled, managed or advised by Castik Capital) (collectively, the “Castik Group”) from, inter alia, acquiring or agreeing to acquire any the Issuer’s securities or any assets of the Issuer or its subsidiaries. However, the restrictions under the standstill will cease to apply to the Castik Group on the day its aggregate ownership interest of the Issuer’s shares is less than 5%. Furthermore, such restrictions do not affect the Castik Group’s ability to hold or vote its Shares or its rights under the Investor Rights Agreement.

At Closing and in connection with the entry into the Purchase Agreement, the Issuer and several other investors, among others, entered into the Registration Rights Agreement, pursuant to which the Issuer will provide Castik Capital with demand and piggyback registration rights with respect to certain of the Shares which may be disposed of through a registered offering (the “Registr able Securities”). Castik Capital, acting with certain other shareholders of the Issuer (namely, the other Kevlar Investors, the Onex Investors, the Baring Investors and the Churchill Founders (which include (i) their respective permitted transferees under the Registration Rights Agreement that hold Registrable Securities and (ii) those persons whose names appear under the respective signature pages of such Investors thereto in the Registration Rights Agreement), will be entitled to cause the Issuer to register its ordinary shares for registered resales under the Securities Act of 1993 (the “Securities Act”) upon the expiration of the lock-up period described above.

Under the terms of the Registration Rights Agreement, the Issuer must prepare and cause to be declared effective by October 1, 2021 a prospectus supplement and/or post-effective amendment to its existing shelf registration statement (or prepare and file an altogether new registration statement to effect the sale or distribution of Registrable Securities) of all Registrable Securities on a delayed or continuous basis.

Demand Registration Rights

The Kevlar, Onex and Baring Investors, amongst others, may request the Issuer to register and/or assist in the sale of all or some of the Registrable Securities held by such parties. If the intended method of disposal is an underwritten offering, the aggregate gross proceeds from the sale of the securities in such offering must be expected to equal or exceed $250,000,000. Furthermore, the Issuer is not obligated to effect or facilitate any registration in the event that, after October 1, 2021, four or more registrations that are underwritten offerings (excluding block trades) or eight or more registrations that are block trades have been participated in (or afforded the opportunity to participate in) by the requesting investor within the 12-month period immediately preceding the request.

Piggyback Registration Rights

Castik Capital, along with certain other shareholders of the Issuer, is afforded piggyback rights with respect to both offers of securities by certain other investors as well as the Issuer. Under the Registration Rights Agreement, if the intended method of sale (either primary or secondary) is an underwritten offering (including a block trade), then the Issuer must notify the other shareholders whose Registrable Securities are not subject to restrictions under the Investor Rights Agreement. Specifically, the Issuer would need to provide advanced notice to such investors and to effect the registration, as soon as reasonably practicable, of (i) all Registrable Securities made under the demand registration rights by the requesting investor and (ii) all other Registrable Securities made by the other investors requesting inclusion (the “Piggyback Investors”). The Piggyback Investors have a set timeframe (specified by the Issuer in the advanced notice) to confirm that they will be participating in the registration.

Covered Sales

Castik Capital may also conduct unregistered offerings pursuant to Rule 144 of the Securities Act (“Rule 144”), which are considered “covered sales” under the terms of the Registration Rights Agreement. Covered sales are all sales for value by Castik Capital that are not a sale in an underwritten offering. After October 1, 2021, certain investors of the Issuer (namely, the Kevlar Investors, the Onex Investors, the Baring Investors and the Churchill Founders, along with their respective permitted transferees under the Registration Rights Agreement) proposing to effect a Covered Sale must notify other such investors at least two business days in advance. The remaining investors will then have the opportunity to sell a portion of their own securities equal to such investor’s pro rata portion. Furthermore, under the Registration Rights Agreement, the Issuer is contractually obligated to meet the current public information requirements under Rule 144 so that such investors, amongst others, can sell Registrable Securities without registration under the Securities Act based on the exemption provided by Rule 144.

The foregoing description of the Purchase Agreement, the Investor Rights Agreement, the Registration Rights Agreement and the Support Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, the Investor Rights Agreement and the Registration Rights Agreement filed as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, respectively, hereto and incorporated by reference herein.

Item 5. Interest in Securities of the Issuer.

 

(a), (b)

Beneficial ownership of the Shares is being reported hereunder solely because the Reporting Persons may be deemed to have beneficial ownership of such shares as a result of certain provisions contained in the Transaction Agreements described in this Schedule 13D.

The Kevlar Investors, the Onex Investors, the Baring Investors and the Churchill Founders (which include (i) their respective permitted transferees under the Registration Rights Agreement that hold Registrable Securities

As a result of the Transaction, the Reporting Persons may be deemed to be the beneficial owner of 38,089,963 Shares of the Issuer, representing approximately 6.3% of the issued and outstanding Shares of the Issuer.

The Reporting Persons may be deemed to have the sole power to vote or direct the vote, and sole power to dispose or direct the disposition of, 38,089,963 Shares of the Issuer, representing approximately 6.3% of the issued and outstanding Shares of the Issuer.

Except as set forth in this Item 5, to the knowledge of the Reporting Persons, none of the persons named in Schedule A beneficially owns any shares in the Issuer.

(c)

Except for the agreements described in this Schedule 13D, to the knowledge of the Reporting Persons, no transactions in the class of securities reported have been effected during the past 60 days by any person named in Schedule A or Item 5(a).

(d)

Neither the Reporting Persons and, to the best knowledge of the Reporting Persons, no person other than the applicable investors of the Issuer described in this Schedule 13D, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.

(e)

Not applicable.

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