CCC 10-K Annual Report Dec. 31, 2021 | Alphaminr

CCC 10-K Fiscal year ended Dec. 31, 2021

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. [reserved]Item 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: Property and Equipment, NetNote 9: Other Intangible Assets, Net and GoodwillNote 10: Derivative InstrumentsNote 11: Fair Value MeasurementsNote 12: Accrued Expenses and Other Current LiabilitiesNote 13: Pension and Other Post Retirement BenefitsNote 14: DebtNote 15: RevenueNote 16: Shareholders EquityNote 17: Employment and Compensation ArrangementsNote 18: Income TaxesNote 19: Earnings Per ShareNote 20: Other Operating Income (expense), NetNote 21: Tax Receivable AgreementNote 22: Segment InformationNote 23: Commitments and ContingenciesNote 24: Related Party and Former Parent TransactionsNote 25: Restructuring and ImpairmentNote 26: Quarterly Financial Data (unaudited)Note 27: Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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

2.1 ProQuest Transaction Agreement (incorporated by reference to Exhibit 2.1 toClarivate'sForm 8-K filedMay 17, 2021) 2.2 AmendmenttoProQuest Transaction Agreement(incorporated by reference to Exhibit2.1toClarivatesForm 8-K filedJuly 29, 2021) 2.3 Amendment No. 2toProQuest Transaction Agreement(incorporated by reference to Exhibit2.1to Clarivate's Form 8-K filedDecember 1, 2021) 3.1 Amended and Restated Memorandum and Articles of Association (incorporated by reference toExhibit3.1 to Clarivates Form 8-K filed May 12, 2021) 3.2 StatementofRights of the 5.25% Series A Mandatory Convertible Preferred Shares of Clarivate Plc, effective June 14, 2021 (incorporated by reference toExhibit3.1 to Clarivates Form 8-K filed June 14, 2021) 3.3 Form of Certificate of the 5.25% Series A Mandatory Convertible Preferred Shares (included as Exhibit Ato Exhibit3.2 hereto) 4.1* Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 4.2 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) 4.3 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 (included as Exhibit A to Exhibit 4.3 hereto) 4.5 First Supplemental Indenture, dated as of May 15, 2020, to the 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 Clarivate's From 10-Q, filed on May 10, 2021) 4.6 Second Supplemental Indenture, dated as of March 30, 2021, to the 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 4.2 to Clarivate's From 10-Q, filed on May 10, 2021) 4.7 Third Supplemental Indenture dated as of December 1, 2021, to the 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 and collateral agent, governing the Issuer's 4.50% Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.1 to Clarivate's Form 8-K, filed on December 1, 2021) 4.8 Indenture, dated August 19, 2021, between Clarivate Science Holdings Corporation, as Issuer, and Wilmington Trust, National Association, as trustee and collateral agent, relating to the Issuers 3.875% senior secured notes due 2028 (incorporated by reference to Exhibit 4.1 to Clarivate's Form 8-K filed August 19, 2021) 4.9 Form of 3.875% senior secured note due 2028 (included as Exhibit A to Exhibit 4.8 hereto) 4.1 First Supplemental Indenture dated as of December 1, 2021, to the indenture dated as of August 19, 2021 among Clarivate Science Holdings Corporation, as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee and collateral agent, governing the Issuer's 3.875% Senior Secured Notes due 2028 (incorporated by reference to Exhibit 4.2 to Clarivate's Form 8-K, filed on December 1, 2021) 4.11 Indenture, dated August 19, 2021, between Clarivate Science Holdings Corporation, as Issuer, and Wilmington Trust, National Association, as trustee, relating to the Issuers 4.875% senior notes due 2029 (incorporated by reference to Exhibit 4.2 to Clarivate's Form 8-K filed August 19, 2021) 4.12 Form of 4.875% senior note due 2029 (included as Exhibit A to Exhibit 4.11 hereto) 4.13 First Supplemental Indenture dated as of December 1, 2021, to the indenture dated as of August 19, 2021 among Clarivate Science Holdings Corporation, as Issuer, the guarantors party thereto and Wilmington Trust, National Association, as trustee, governing the Issuer's 4.875% Senior Notes due 2029 (incorporated by reference to Exhibit 4.3 to Clarivate's Form 8-K, filed on December 1, 2021) 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 Investor Rights Agreement dated as of October 1, 2020 (incorporated by reference to Exhibit 10.1 to Clarivate's Form 8-K filed October 1, 2020) 10.3 Registration Rights Agreement dated as of October 1, 2020 (incorporated by reference to Exhibit 10.2 to Clarivate's Form 8-K filed October 1, 2020) 10.4 Amendment No. 1 to the Registration Rights Agreement dated as of December 1, 2021 (incorporated by reference to Exhibit 10.1 to Clarivates Form 8-K, filed December 1, 2021) 10.5 Director Nomination Agreement dated as of December 1, 2021 (incorporated by reference to Exhibit 10.2 to Clarivate's Form 8-K, filed December 1, 2021) 10.6 Capri Transaction Agreement (incorporated by reference to Exhibit 10.2 to Clarivates Form 8-K, filed May 17, 2021) 10.5 Director Acknowledgement Letter (Stead) (incorporated by reference to Exhibit 10.12 to Clarivates Registration Statement on Form F-4, filed on February 27, 2019) 10.6 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) 10.7 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) 10.8 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 10.9 Amendment to Credit Agreement dated October 1, 2020 (incorporated by reference to Exhibit 10.4 to Clarivate's Form 8-K filed October 1, 2020) 10.10 Amendment to the Credit Agreement dated as of November 30, 2021 to Credit Agreement dated as of October 31, 2019 (incorporated by reference to Exhibit 10.3 to Clarivate's Form 8-K, filed on December 1, 2021) 10.11+ Clarivate Analytics Plc 2019 Incentive Award Plan - Amended and Restated as of May 11, 2020 10.12+ Clarivate Analytics Plc 2019 Incentive Award Plan - Form of Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.17 to Clarivate's Form 10-K, filed on March 2, 2020) 10.13+ Clarivate Analytics Plc 2019 Incentive Award Plan - Form of Performance Share Unit Agreement (incorporated by reference to Exhibit 10.4 to Clarivate's Quarterly Report on Form 10-Q, filed on July 30, 2020) 10.14*+ Separation Agreement, dated December 10, 2021, by and between Clarivate Plc and Richard Hanks 10.15*+ Offer Letter, dated November 29, 2021, by and between Clarivate Plc and Jonathan Collins 10.16+ Offer Letter, dated October 4, 2021, by and between Clarivate Plc and Heather Matzke-Hamlin (incorporated by reference to Exhibit 10.1 to Clarivates Form 8-K filed October 5, 2021) 10.17+ Agreement by and between Clarivate Analytics and Mukhtar Ahmed, dated January 1, 2018 (incorporated by reference to Exhibit 10.6 to Clarivate's Quarterly Report on Form 10-Q, filed on July 30, 2020) 10.18+ Executive Agreement, entered into as of July 26, 2021 by and between Clarivate Plc. and Jeffrey Roy (incorporated by reference to Exhibit 10.3 to Clarivate's Quarterly Report on Form 10-Q, filed on July 29, 2021) 10.19+ Executive Agreement, entered into as of July 26, 2021 by and between Clarivate Plc. and Stephen Hartman (incorporated by reference to Exhibit 10.4 to Clarivate's Quarterly Report on Form 10-Q, filed on July 29, 2021) 10.20+ Executive Severance Plan of Clarivate Plc (incorporated by reference to Exhibit 10.5 to Clarivate's Quarterly Report on Form 10-Q, filed on July 29, 2021) 21.1* Subsidiaries of the Registrant 23.1* Consent of PricewaterhouseCoopers LLP 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