Related Party and Former Parent Transactions

9 Months Ended

Sep. 30, 2020

Related Party Transactions [Abstract]

Related Party and Former Parent Transactions

Related Party and Former Parent Transactions Onex Partners Advisor LP (“Onex”), an affiliate of the Company, is considered a related party. Concurrent with the Acquisition, the Company entered into a Consulting Services Agreement with Onex, pursuant to which the

Company is provided certain ongoing strategic and financing consulting services in exchange for a quarterly management fee. In connection with this agreement, the Company incurred $0 and $30 for the three months ended September 30, 2020, and 2019, respectively, and $0 and $419 for the nine months ended September 30, 2020 and 2019, respectively. The Company paid 0.1% interest per annum to Onex for the Credit Agreement. The Company incurred $0 and $223 for the three months ended September 30, 2020 and 2019, respectively, and $0 and $327 for the nine months ended September 30, 2020 and 2019 in interest expense for the Onex related interest. The Company had an outstanding liability of $6 and $3 to Onex as of September 30, 2020, and December 31, 2019, respectively. In addition, the Company paid Onex a management fee of $5,400 in connection with the 2019 Transaction in the second quarter of 2019. See Note 4 — "Business Combinations" for additional information.

BPEA, an affiliate of the Company, is considered a related party. Concurrently with our separation from Thomson Reuters ("Former Parent") in 2016, the Company entered into a Management Services Agreement with Baring, pursuant to which the Company is provided certain ongoing strategic and financing consulting services. In connection with this agreement, the Company recognized $0 for the three months ended September 30, 2020 and 2019, and $0 and $246 for the nine months ended September 30, 2020, and 2019, respectively, in operating expenses related to this agreement. The Company had an outstanding liability of $0 to Baring as of September 30, 2020, and December 31, 2019. In addition, the Company paid BPEA a management fee of $2,100 in connection with the 2019 Transaction in the second quarter of 2019. See Note 4 — "Business Combinations" for additional information.

In connection with our separation from Thomson Reuters in 2016, Bidco and a subsidiary of the Former Parent entered into the Transition Service Agreement, which became effective on October 3, 2016, pursuant to which such subsidiary of the Former Parent will, or will cause its affiliates and/or third-party service providers to, provide Bidco, its affiliates and/or third-party service providers with certain technology, facilities management, human resources, sourcing, financial, accounting, data management, marketing and other services to support the operation of the IP&S business as an independent company. Such services are provided by such subsidiary of the Former Parent or its affiliates and/or third-party service providers for various time periods and at various costs based upon the terms set forth in the Transition Service Agreement. Since September 2019 the company has not incurred fees from the Transaction Service agreement with Thomson Reuters.

A controlled affiliate of Baring is a vendor of ours. Total payments to this vendor were $227 and $126 for the three months ended September 30, 2020 and 2019, respectively, and $400 and $444 for the nine months ended September 30, 2020 and 2019, respectively. The Company had an outstanding liability of $125 and $160 as of September 30, 2020 and December 31, 2019, respectively.

Jerre Stead, Chief Executive Officer of the Company, is the Co-founder of a vendor of ours. Total payments to this vendor were $0 and $481 for the three months ended September 30, 2020 and 2019, respectively, and $0 and $481 for the nine months ended September 30, 2020 and 2019 respectively. The Company had an outstanding liability of $0 and $10 as of September 30, 2020 and December 31, 2019, respectively. This vendor was not a related party during the three and nine months ended September 30, 2020.

A former member of our key management is the Co-founder of a vendor of ours. Total payments to this vendor were $0 for the three months ended September 30, 2020 and 2019 and $0 and $278 for the nine months ended September 30, 2020 and 2019, respectively, and the Company had no outstanding liability as of September 30, 2020 and December 31, 2019. This vendor was not a related party during the nine months ended September 30, 2019.

One of our independent directors has an immediate family member who is a member of management within one of Clarivate’s customers. Total revenue from the Customer was $546 and $19 for the three months ended September 30, 2020 and 2019, respectively, and $1,075 and $28 for the nine months ended September 30, 2020 and 2019, respectively, and the Company had $0 and $4 outstanding receivables as of September 30, 2020 and December 31, 2019, respectively.