Investment vehicle Churchill Capital Corp and Clarivate Analytics (US) LLC agreed to merge, with an implied initial enterprise value of about $4.2 billion.
The combined company will operate as Clarivate and be publicly listed on the New York Stock Exchange.
Churchill Capital CEO Jerre Stead will be executive chairman of the combined company, while Clarivate Analytics' management team will still lead the business.
Clarivate Analytics offers subscription-based services focused on scientific and academic research, life sciences, patent research and intelligence, industry codes and standards and intellectual property management. The Clarivate Analytics management team and funds affiliated with Onex Corp. and Baring Private Equity Asia will retain 100% of their equity, which will convert to 73.8% ownership of outstanding shares after the transaction closes. Onex and Baring Private Equity Asia acquired Clarivate Analytics from Thomson Reuters Corp. in 2016.
Churchill founders and current stockholders will hold the remaining outstanding shares, and Onex will continue to be the majority owner.
Baring Private Equity Asia (Unspecified Vehicle)In connection with the merger, Churchill Capital founders agreed to invest an additional $15 million in the company.
The transaction is expected to close during the second quarter, subject to approval by Churchill shareholders and other customary closing conditions. Clarivate will enter into a tax receivable agreement with its current equity holders.
Citigroup Global Markets is acting as capital markets adviser to Churchill Capital, while Citi and M. Klein and Co. served as its financial advisers. Blank Rome LLP and Paul Weiss Rifkind Wharton & Garrison served as legal counsel to Churchill Capital.
Credit Suisse served as exclusive financial adviser to Clarivate Analytics, Onex and Baring Private Equity Asia. Latham & Watkins LLP served as legal counsel to Clarivate Analytics and Onex. Baring Private Equity Asia was advised by Ropes & Gray LLP.