Churchill Capital Corp.’s $4.2 Billion Merger with Clarivate Analytic

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, a public investment vehicle, and Clarivate Analytics, a global leader in providing trusted insights and analytics to accelerate the pace of innovation, have entered into a definitive agreement to merge. The combined company will operate as Clarivate and will become publicly listed on the New York Stock Exchange.

The transaction implies an initial enterprise value of approximately $4.2 billion [1] with a multiple of approximately 12.5x Clarivate’s estimated 2019 Standalone Adjusted EBITDA before synergies at the time of close.

Churchill CEO Jerre Stead, who had a long and very successful tenure serving as Chairman and CEO at IHS Markit Ltd. and previously as Executive Chairman and CEO at IHS Inc., will serve as Executive Chairman of the combined company. Clarivate’s existing management team, led by CEO Jay Nadler and CFO Richard Hanks, will continue to lead the business.

Clarivate provides comprehensive intellectual property and scientific information, decision support tools and services that enable academia, corporations, governments, and the legal community, to discover, protect and commercialize new ideas, mission-critical content, and brands. Clarivate’s many well-known brands include Web of Science™, Cortellis™, Derwent Innovation™, Derwent World Patents Index™, CompuMark™, MarkMonitor®, and Techstreet™, among others. Funds affiliated with Onex Corporation (ONEX) and Baring Private Equity Asia acquired Clarivate in a carve-out transaction from Thomson Reuters in 2016.

Since the acquisition, Clarivate has continued to capitalize on its unique legacy and assets while separating from its former parent and positioning the business for success as a standalone entity, which included recruiting a new management team and re-energizing its products and commercial capabilities. As the business completes its multi-year separation from Thomson Reuters this year, it is well positioned for accelerated growth.

Blank Rome team represented Churchill Capital Corp. with a team including Robert J. Mittman (Picture), Kathleen A. Cunningham, Emanuel J. Adler, Brad L. Shiffman, Elena P. Jacque, Joseph T. Gulant, David A. Gilbert, George T. Boggs, Bradford C. Craig, Jennifer J. Daniels, Blake Fink, John E. Heintz, Michael A. Kadlec, Anthony A. Mingione, David M. Perry, Peter Schnur, Scott R. Smith, Megan E. Spitz and Shawn M. Wright.

Involved fees earner: Emanuel Adler – Blank Rome LLP; George Boggs – Blank Rome LLP; Bradford Craig – Blank Rome LLP; Kathleen Cunningham – Blank Rome LLP; Jennifer Daniels – Blank Rome LLP; Blake Fink – Blank Rome LLP; David Gilbert – Blank Rome LLP; Joseph Gulant – Blank Rome LLP; John Heintz – Blank Rome LLP; Elena Jacque – Blank Rome LLP; Michael Kadlec – Blank Rome LLP; Anthony Mingione – Blank Rome LLP; Robert Mittman – Blank Rome LLP; David Perry – Blank Rome LLP; Peter Schnur – Blank Rome LLP; Brad Shiffman – Blank Rome LLP; Scott Smith – Blank Rome LLP; Megan Spitz – Blank Rome LLP; Shawn Wright – Blank Rome LLP;

Law Firms: Blank Rome LLP;

Clients: Churchill Capital;


Author: Ambrogio Visconti