CCC 10-K Annual Report Dec. 31, 2019 | Alphaminr

CCC 10-K Fiscal year ended Dec. 31, 2019

TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1: Background and Nature Of OperationsNote 2: Basis Of PresentationNote 3: Summary Of Significant Accounting PoliciesNote 4: Business CombinationsNote 5: Assets Held For Sale and Divested OperationsNote 6: Accounts ReceivableNote 7: LeasesNote 8: Computer Hardware and Other Property, NetNote 9: Identifiable Intangible Assets, NetNote 10: GoodwillNote 11: Derivative InstrumentsNote 12: Fair Value MeasurementsNote 13: Pension and Other Post-retirement BenefitsNote 13: Pension and Other PostNote 14: DebtNote 15: RevenueNote 16: Shareholders EquityNote 16: ShareholdersNote 17: Employment and Compensation ArrangementsNote 18: Income TaxesNote 18: Income TaxeNote 19: Earnings Per ShareNote 20: Tax Receivable AgreementNote 21: Product and Geographic Sales InformationNote 22: Commitments and ContingenciesNote 23: Related Party and Former Parent TransactionsNote 24: RestructuringNote 25: Quarterly Financial Data (unaudited)Note 26: Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.4 Share Purchase Agreement, dated January 17, 2020 by and among PEL-DRG Dutch Holdco B.V., Piramal Enterprises Limited, Clarivate Analytics (US) Holdings Inc., Clarivate Analytics (Canada) Holdings Corp., Camelot UK Bidco Limited, Clarivate Analytics (Singapore) Pte. Ltd., and, for certain limited purposes, Clarivate Analytics Plc, (incorporated by reference to Exhibit 2.4 to Clarivate's Form F-1, filed on February 3, 2020) 3.1 Amended and Restated Memorandum of Association and Articles of Association of Clarivate Analytics Plc (incorporated by reference to Exhibit 1.1 to Clarivates Form 20-F, filed on May 17, 2019) 4.1 Warrant Agreement between Continental Stock Transfer & Trust Company and Churchill Capital Corp (incorporated by reference to Exhibit 4.4 to Churchill Capital Corps Form 8-K, filed on September 12, 2018) 4.2 Indenture dated as of October 3, 2016 among Camelot Finance S.A., as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee governing the 7.875% Notes due 2024 (incorporated by reference to Exhibit 4.6 to Clarivates Registration Statement on Form F-4, filed on February 27, 2019) 4.3 Indenture dated as of October 31, 2019 among Camelot Finance S.A., as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee governing the 4.50% Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.1 to Clarivates Form 6-K, filed on November 5, 2019) 4.4 Form of 4.50% Senior Secured Note due 2026 (incorporated by reference to Exhibit A to Exhibit 4.1 to Clarivates Form 6-K, filed on November 5, 2019) 4.5* Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 10.1 Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.4 to Amendment No. 2 to Clarivates Registration Statement on Form F-4, filed on April 15, 2019) 10.2 Sponsor Agreement (incorporated by reference to Exhibit 10.5 to Clarivates Registration Statement on Form F-4, filed on February 27, 2019) 10.3 Amendment No. 1 to the Sponsor Agreement (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to Clarivates Registration Statement on Form F-4, filed on April 1, 2019) 10.4 Amendment No. 2 to the Sponsor Agreement (incorporated by reference to Exhibit 10.4 to Clarivates Registration Statement on Form F-1, filed on September 3, 2019) 10.5 Amended and Restated Shareholders Agreement (incorporated by reference to Exhibit 10.7 to Amendment No. 3 to Clarivates Registration Statement on Form F-4, filed on April 24, 2019) 10.6 Amended and Restated Registration Rights Agreement (incorporated by reference to Exhibit 4.6 to Clarivates Form 20-F, filed on May 17, 2019) 10.8 Buyout Agreement, dated August 21, 2019 among Camelot Holdings (Jersey) Limited and Onex Partners IV LP (on behalf of certain persons party thereto) (incorporated by reference to Exhibit 10.8 to Clarivates Registration Statement on Form F-1, filed on September 3, 2019) 10.9 Director Acknowledgement Letter (Stead) (incorporated by reference to Exhibit 10.12 to Clarivates Registration Statement on Form F-4, filed on February 27, 2019) 10.10 Director Acknowledgement Letter (von Blucher) (incorporated by reference to Exhibit 10.13 to Clarivates Registration Statement on Form F-4, filed on February 27, 2019) 10.11 Director Acknowledgement Letter (Klein) (incorporated by reference to Exhibit 10.14 to Clarivates Registration Statement on Form F-4, filed on February 27, 2019) 10.13+ Clarivate Analytics Plc 2019 Incentive Award Plan (incorporated by reference to Exhibit 10.17 to Amendment No. 2 to Clarivates Registration Statement on Form F-4, filed on April 15, 2019) 10.14 Credit Agreement dated as of October 31, 2019 among Camelot UK Holdco Limited, Camelot UK Bidco Limited, the US Borrowers party thereto, Camelot Finance S.A., certain Restricted Subsidiaries from time to time designated thereunder as Additional Revolving Borrowers, the Subsidiary Guarantors from time to time party thereto, the several banks, financial institutions, institutional lenders and other entities from time to time party thereto as lenders, the Issuing Lenders from time to time party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 to Clarivates Form 6-K, filed on November 5, 2019) 10.15* Incremental Facility Amendment, dated February 28, 2020, by and among Camelot UK Holdco Limited, Camelot UK Bidco Limited, Camelot Finance S.A., the other borrowers party thereto, the other subsidiaries of the Company party thereto, Bank of America, N.A., as administrative agent, and Citibank, N.A., as lender 10.16+* Camelot Holdings (Jersey) Limited 2016 Equity Incentive Plan - Form of Option Agreement 10.17+* Clarivate Analytics Plc 2019 Incentive Award Plan - Form of Restricted Stock Unit Agreement 21.1 Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 to Amendment No. 2 to Clarivates Registration Statement on Form F-4, filed on April 15, 2019) 23.1* Consent of PricewaterhouseCoopers LLP (with respect to Clarivate Analytics Plc financial statements) 31* Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32* Certification of our Chief Executive Officer and our Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002