PROPOSED BUSINESS COMBINATION: CLARIVATE ANALYTICS
ENTERPRISE VALUE: $4.229 billion
ANTICIPATED SYMBOL: CLVT
Churchill Capital Corp. proposes to acquire Clarivate Analytics in a transaction valued at approximately $4.2 billion. Churchill CEO Jerre Stead, will serve as Executive Chairman of the combined company, while Clarivate’s existing management team, led by CEO Jay Nadler and CFO Richard Hanks, will continue to lead the business.
Clarivate, which provides comprehensive intellectual property and scientific information, decision support tools and services for academia, corporations, governments, and the legal community, was acquired in 2016 by funds affiliated with Onex Corporation (TSX: ONEX) and Baring Private Equity Asia (“BPEA”) in a carve-out from Thomson Reuters. However, the multi-year separation from Thomson Reuters is still not complete. However, it is presumably expected to complete before the transaction with Churchill closes, which is expected to occur in the second quarter of 2019.
- Onex, BPEA and Clarivate management are retaining 100% of their equity, which converts to 73.8% ownership of the outstanding shares of the combined company at closing, assuming no redemptions by Churchill’s public stockholders.
- The remaining outstanding shares of the combined company will be held by the current stockholders and founders of Churchill. Onex will continue to be the majority owner.
- The transaction is expected to be completed during the second quarter of 2019
- Churchill founders have agreed to invest an additional $15 million, doubling their investment in Churchill. Founders have also entered into agreements to amend the terms of its founder shares and founder warrants to align with the long-term valuation creation and performance of Clarivate.
- Churchill founders have delayed the majority of their equity to vest only if the share price of the company exceeds $15.25 per share by 2022 and $17.50 per share by 2024.
- The majority of net cash proceeds from this transaction are expected to be used to pay down existing Clarivate debt and for working capital and general corporate purposes.
- Churchill founders have agreed to invest an additional $15 million for $10.00/Share
- Three years from the Closing Date
- 180 days from the Closing Date
- The management team has agreed to a 3 year earnout period for the Class B shares
- 5.3mm shares at $10.00
- 2.6mm shares at $15.25
- 2.6mm shares at $17.50
NOTABLE CONDITIONS TO CLOSING
- The obligations of Clarivate to consummate the transactions contemplated by the Merger Agreement also are conditioned upon, among other things, Churchill having no less than $550,000,000 of available cash at the closing the transactions
NOTABLE CONDITIONS TO TERMINATION
- By either Churchill or Clarivate if the transactions are not consummated on or before July 31, 2019
- By either Churchill or Clarivate if a governmental entity shall have issued an order, decree or ruling or taken any other action, in any case having the effect of permanently enjoining or prohibiting the merger, which order, decree, judgment, ruling or other action is final and nonappealable, provided that the terminating party’s failure to fulfill any of its obligations under the Merger Agreement is not the primary cause of the failure of the closing to occur
- Citigroup Global Markets is acting as capital markets advisor to Churchill
- Citi and M. Klein and Company served as financial advisors to Churchill.
- Blank Rome LLP and Paul, Weiss, Rifkind, Wharton & Garrison served as legal counsel to Churchill.
- Credit Suisse served as exclusive financial advisor to Clarivate, Onex and BPEA.
- Latham & Watkins LLP served as legal counsel to Clarivate and Onex .
- BPEA was advised by Ropes & Gray LLP.
CHURCHILL CAPITAL CORP. MANAGEMENT & BOARD
Jerre Stead, 75
CEO and Director
Mr. Stead currently serves as Executive Chairman of DTN LLC and served as Co-Chief Executive Officer from December 2017 to July 2018, which provides services in relation to the delivery of weather, agricultural, energy and commodity market information. Mr. Stead served as Chairman and Chief Executive Officer of IHS Markit Ltd. (Nasdaq: INFO), a world leader in critical information, analytics and solutions, from its formation in July 2016 through December 2017 and as Executive Chairman of its predecessor company, IHS, Inc., from December 2000 through December 2017 and as both Chairman and Chief Executive Officer from June 2015 through December 2017 and from September 2006 through June 2013. Additionally, Mr. Stead previously served as Chairman and CEO of Ingram Micro from August 1996 to June 2000 and Chairman and CEO of Legent Corporation from January 1995 to August 1995. Mr. Stead has served on over 30 corporate boards during his career and in 2017 received the B. Kenneth West Lifetime Achievement Award from the National Association of Corporate Directors. Mr. Stead is a graduate of the University of Iowa in Iowa City, Iowa, where he earned a bachelor’s degree in business administration, and of the Harvard University Advanced Management Program in Switzerland.
Sheryl von Blucher, 57
Chief Operating Officer and Director
Ms. von Blucher has over 30 years of experience in a variety of roles in the global integrated energy, technology services and software, and public and non-profit sectors. She has led strategic and portfolio planning, operations, and corporate finance and development for both domestic and international organizations. Ms. von Blucher served as Co-Chief Executive Officer of DTN LLC from January 2017 to July 2018. Prior to this, she joined IHS in 2000 as Senior Vice President of Planning and Corporate Development, and then served as an Advisor to the Chairman & CEO of the company from 2007 through December 2017. Since 2008 Ms. von Blucher has worked in private-equity portfolio management and as a partner and managing director for the JMJS Group, a private equity partnership. Ms. von Blucher currently serves on the Board of Directors of Washington Prime Group, Inc; DTN LLC; Capital Canyon Club and Golf Development LLC; and on the Board of Trustees for the not-for-profits Guideposts; IWF, a museum and designated U.S. National Historic Site; and UAHT, United Against Human Trafficking. Ms. von Blucher holds a bachelor’s degree from Rice University and a master’s degree from Harvard University.
Peter M. Phelan, 58
Chief Financial Director
Mr. Phelan is a managing director at M. Klein and Company, a global strategic advisory firm, which he joined in 2013. During that time, he has worked on a variety of transactions including notable mergers of public companies, activist defense assignments and both buy side and sell side M&A engagements. From 1991 to 2012, Mr. Phelan was at Citigroup Global Markets and its predecessor companies, Smith Barney and Salomon Smith Barney, where he held a variety of roles in the investment banking department including co-head of the financial sponsor coverage group in the U.S. Mr. Phelan’s work in investment banking at Citi spanned across most relevant product areas with a particular focus on working with the portfolio companies of private equity firms. Mr. Phelan holds a bachelor’s degree from Tulane University and a master’s degree in business administration from Columbia Business School.
Board of Directors
Michael Klein, 54
Chairman of the Board of Directors
Mr. Klein currently serves as a Director for Credit Suisse Group AG and Credit Suisse AG. Mr. Klein is the founder and managing partner of M. Klein and Company, which he founded in 2012. M. Klein and Company is a global strategic advisory firm that provides its clients a variety of advice tailored to their objectives. Mr. Klein is a strategic advisor to global companies, boards of directors, senior executives, governments and institutional investors. Mr. Klein’s background in strategic advisory work was built during his 30-year career, including more than two decades at Citi and its predecessors, during which he initiated and executed strategic advisory transactions. He began his career as an investment banker in the M&A Advisory Group at Salomon Smith Barney and subsequently became Chairman and Co-Chief Executive Officer of Citi Markets and Banking, with responsibilities for global corporate and investment banking and Global Transaction Services across Citi. Mr. Klein is a graduate of the Wharton School of the University of Pennsylvania, where he earned his Bachelors of Science in Economics with concentrations in finance and accounting.
Balakrishnan S. Iyer
Mr. Iyer currently serves as a Board member of IHS Markit Ltd. and previously IHS Inc. since December 2003. Mr. Iyer also serves on the Board of Directors of Skyworks Solutions Inc. since 2002 and Power Integrations, Inc. since 2004. From October 1998 to June 2003, Mr. Iyer served as Senior Vice President and Chief Financial Officer of Conexant Systems, Inc. Prior to that, at VLSI Technology Inc., Mr. Iyer was Senior Vice President and Chief Financial Officer from 1997 to 1998 and was Vice President, Corporate Controller from 1993 to 1997. Mr. Iyer served on the Board of Directors of Conexant Systems from February 2002 to April 2011, Life Technologies (and its predecessor Invitrogen) from July 2001 until it was acquired in February 2014 and QLogic Corporation from 2003 to August 2016. Mr. Iyer holds a B.Tech in Mechanical Engineering from the Indian Institute of Technology, Madras, an MS in Industrial Engineering from the University of California, Berkeley and an MBA in Finance from the Wharton School of the University of Pennsylvania.
Karen G. Mills, 64
Ms. Mills has been a Senior Fellow at the Harvard Business School and the Harvard Kennedy School since January 2014, focusing on economic policy, U.S. competitiveness, entrepreneurship and innovation. Ms. Mills was a member of President Barack Obama’s Cabinet, serving as the Administrator of the U.S. Small Business Administration from April 2009 to August 2013. Ms. Mills has been President of MMP Group since October 1993, which invests in financial services, consumer products and technology-enabled solutions businesses. Ms. Mills is Vice Chair of the immigration services company Envoy Global since September 2014. She also serves as Chair of the Advisory Committee for the Private Capital Research Institute since March 2017. Ms. Mills has been a member of the Council on Foreign Relations and the Harvard Corporation since July 2014. Ms. Mills holds an AB in economics from Harvard University and an MBA from Harvard Business School.
Martin Broughton, 71
Sir Martin served as Deputy Chairman of International Consolidated Airlines Group from January 2010 to July 2016 as well as Chairman of British Airways from July 2004 to December 2013. He joined Sports Investment Partners in October 2010, and currently serves as Chairman of Sports Investment Partners. He served as Chairman of British American Tobacco Company from 1997 to June 2004 after having served in various roles at the company since 1971. Sir Martin was Chairman of Liverpool Football Club in 2010 and also served as President of the Confederation of British Industry from 2008 to 2010. He chaired the British Horseracing board from 2004 to 2007.
Malcolm S. McDermid, 39
Mr. McDermid is a Managing Director with Emerson Collective where he leads Emerson Collective’s venture capital investing efforts. He was previously a Partner with Andreessen Horowitz, a venture capital firm based in Menlo Park, CA. Prior to Andreessen Horowitz, Mr. McDermid was a Director with Thomas Weisel Partners, a technology focused investment bank in San Francisco. He began his career at Citigroup as a financial analyst. Mr. McDermid graduated from Tufts University with degrees in Quantitative Economics and Computer Science. He also earned a Masters in Law and Diplomacy from the Fletcher School of Law and Diplomacy at Tufts University.