Well that was fast.
Churchill Capital Corp. (CCC), which debuted their IPO just four months ago on September 7th, has announced a definitive merger agreement with 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.
Churchill has not filed any documents as of yet, so right now we only have the information provided in the press release. However, those documents should be filed later today ahead of the conference call tomorrow morning (dial-in details below), but…. there is a possibility the company is waiting to file via an 8-K until after the conference call and webcast as a way of controlling the messaging.
Regardless, there doesn’t appear to be much interest from warrant holders (CCC.WS) since it’s currently trading at $0.80, down $0.3 from Friday’s close. However, the share (CCC) is currently trading at $9.95. An improvement from Friday’s close of $9.59, but still not above $10.00. Without more information on this transaction, it’s hard for investors to get fully involved. Let’s see what happens tomorrow.
The transaction implies an initial enterprise value of approximately $4.2 billion with a multiple of approximately 12.5x Clarivate’s estimated 2019 Standalone Adjusted EBITDA before synergies at the time of close. In connection with the transaction, Churchill founders have also agreed to invest an additional $15 million, however, the press release did not state the terms at which they are investing. Additional details as follows:
- Onex, BPEA and Clarivate management are retaining 100% of their equity
- 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.
- Clarivate will also enter into a tax receivable agreement with its current equity holders, which will provide for the sharing of tax benefits relating to certain pre-business combination tax attributes as those tax benefits are realized by Clarivate.
The Founders have also agreed to amend the terms of their Founder Shares and Founder Warrants so that the “majority of their equity” vests only if:
- The share price of the company exceeds $15.25 per share by 2022, and;
- The share price of the company exceeds $17.50 per share by 2024.
However, again, there were no further details as to how many Founder Shares and Founder Warrants.
CONFERENCE CALL AND WEBCAST INFORMATION
Churchill and Clarivate executives will conduct a conference call and webcast on January 15, 2019 at 8:00 a.m. Eastern Daylight Time.
Webcast link: LINK
US Toll-free: (800) 562-8369
UK Toll-free: 0800 279-6839
Conference ID: 8637311
An archived webcast will be available for one week following the live call at: LINK
- 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.