Clarivate adopts tax benefits preservation plan to protect over $1.0B in NOLs

CLARIVATE PLC

Board declared dividend of one preferred share purchase right per ordinary share payable Jan 1, 2023.
Plan triggers at 4.9% ownership; existing 4.9%+ shareholders grandfathered but cannot acquire more.
Rights become exercisable at $42 per share, entitling holder to purchase shares/units worth twice that.
Plan expires Oct 31, 2023, unless earlier terminated or redeemed at $0.001 per right.
As of Sep 30, 2022, Clarivate estimated U.S. federal NOL and interest carryforwards exceed $1.0 billion.

item 1.01 item 3.03 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

CLARIVATE PLC: Board approved Statement of Rights establishing Preferred Shares in connection with Tax Benefits Preservation Plan.

Change: charter amendment

Exact text from the filing

In connection with the adoption of the Tax Benefits Preservation Plan referenced in Item 3.03 above, the Board of Directors approved the Statement of Rights establishing the Preferred Shares and the rights, preferences and privileges thereof.

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CLARIVATE PLC filing history →

Source: SEC EDGAR

accession 0001104659-22-129321

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