Related Party and Former Parent Transactions

9 Months Ended

Sep. 30, 2021

Related Party Transactions [Abstract]

Related Party and Former Parent Transactions

Related Party and Former Parent Transactions

The Company had an outstanding liability of $9 and $4 to Onex as of September 30, 2021 and December 31, 2020, respectively.

In connection with the 2016 Transaction, 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.

Two controlled affiliates of Baring are vendors of ours. Total expenses incurred for these vendors were $207 and $259 for the three months ended September 30, 2021 and 2020, respectively, and $675 and $519 for the nine months ended September 30, 2021 and 2020, respectively. The Company had an outstanding liability of $150 and $237 as of September 30, 2021 and December 31, 2020, respectively.

A controlled affiliate of Onex is a customer of ours. The net revenue from this customer during the period was $395 and $600 for the three months ended September 30, 2021 and 2020, respectively, and $1,203 and $1,536 for the nine months ended September 30, 2021 and 2020, respectively. The Company had an outstanding receivables of $745 and $0 as of September 30, 2021 and December 31, 2020.

Three controlled affiliates of Leonard Green & Partners, L.P. are customers of ours. The net revenue from these customers during the period was $32, $9,945 and $55 for the three months ended September 30, 2021 and $95, $30,591 and $125 for the nine months ended September 30, 2021. The Company had an outstanding receivable of $0, $69,431 and $0 as of September 30, 2021 and $31, $54,656 and $264 as of December 31, 2020. These customers were not a related party for the three and nine months ended September 30, 2020.

Three controlled affiliates of Leonard Green & Partners, L.P. are vendors of ours. Total expenses incurred for these vendors were $346, $7,573 and $2,096 for the three months ended September 30, 2021 and $974, $23,058 and $4,077 for the nine months ended September 30, 2021. The Company had an outstanding liability of $13, $0 and $0 as of September 30, 2021 and $0, $0 and $1,995 as of December 31, 2020. These vendors were not a related party for the three and nine months ended September 30, 2020.

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 $273 and $546 for the three months ended September 30, 2021 and 2020, respectively, and $772 and $1,075 for the nine months ended September 30, 2021 and 2020, respectively. The Company had $0 and $100 outstanding receivables as of September 30, 2021 and December 31, 2020, respectively.

On May 15, 2021, Clarivate entered into an agreement with Capri Acquisition Topco Limited (“Capri”) and Solaro ExchangeCo Limited (“NewCo”), and for certain limited purposes, LGP. Capri and NewCo are controlled by LGP and held the Clarivate ordinary shares beneficially owned by LGP and certain other existing shareholders. Under the agreement, Capri contributed 177,206,779 of its Clarivate ordinary shares to NewCo. Clarivate then acquired NewCo in exchange for the issuance of the same number of Clarivate ordinary shares to Capri. This transaction did not involve any change in beneficial ownership of Clarivate’s ordinary shares and the issuance of the new ordinary shares to Capri were exempt from the registration requirements of the Securities Act under Section 4(a)(2) thereof. Pursuant to authority granted to Clarivate by shareholders at its 2021 Annual General Meeting, following its acquisition of Newco, Clarivate purchased the ordinary shares held by Newco for a nominal price and then canceled such shares. This was a non-cash financing transaction that had a net immaterial impact on the Condensed Consolidated Financial Statements.