Related Party and Former Parent Transactions

3 Months Ended

Mar. 31, 2022

Related Party Transactions [Abstract]

Related Party and Former Parent Transactions

Related Party Transactions

The Company incurred expenses of $0.1 and $0.2 during the three months ended March 31, 2022 and 2021 associated with two vendors, respectively, that are controlled affiliates of Baring. The outstanding liability as of March 31, 2022 and December 31, 2021 related to these vendors was $0.4 and $0.3, respectively.

The Company recognized net revenues of $0.6 during the three months ended March 31, 2022 and 2021 from a customer that is a controlled affiliate of Onex.

The Company recognized net revenues of $0.1 during the three months ended March 31, 2022 from a customer that is a controlled affiliate of Leonard Green & Partners, L.P. This customer had outstanding receivables of $0.2 as of March 31, 2022. The Company recognized net revenues of $9.6 and $0.1, respectively, during the three months ended March 31, 2021 from two customers that were controlled affiliates of Leonard Green & Partners, L.P. These customers had outstanding receivables of $71.0 and $0.1, respectively, as of December 31, 2021.

The Company incurred expenses of $2.2 during the three months ended March 31, 2022 associated with a vendor that is a controlled affiliate of Leonard Green & Partners, L.P. The outstanding liability as of March 31, 2022 related to this vendor was $4.3. During the three months ended March 31, 2021, the Company incurred expenses of $7.6 and $0.2, respectively, from two vendors that were controlled affiliates of Leonard Green & Partners, L.P. There was no outstanding liability as of December 31, 2021 related to these vendors.

One of our independent directors has an immediate family member who is a member of management for one of our customers. The Company recognized net revenues of $0.2 during the three months ended March 31, 2022 and 2021 from this customer and had no receivables outstanding as of March 31, 2022 and $0.1 outstanding as of December 31, 2021.

One of our independent directors is also a director on the board of one of Clarivate’s customers. The Company recognized net revenues of $0.1 during the three months ended March 31, 2022 from this customer and had $0.4 of receivables outstanding as of March 31, 2022.

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 Clarivate ordinary shares beneficially owned by LGP and certain other existing shareholders. Under the agreement, Capri contributed 177.2 million 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.

On December 1, 2021, Clarivate closed its acquisition of ProQuest from CIG, Atairos and certain other equity holders (the "Seller Group"). The aggregate consideration included $1,094.9 from the issuance of 46.9 million ordinary shares to the Seller Group. As part of the acquisition, and as a result, CIG is a related party to Clarivate. Clarivate assumed a Finance lease in which CIG is the Lessor as part of the acquisition. For the three months ended March 31, 2022, interest expense of $0.3 and amortization of the Finance lease right of use asset ("ROU") of $3.9 is reflected in the Condensed Consolidated Statements of Operations. The Finance lease ROU asset of $31.0 is presented within Property, Plant, and Equipment (see Note 6 - Property and Equipment, Net) and the corresponding lease liability of $30.3 is treated as an item of indebtedness (see Note 11 - Debt) within the Condensed Consolidated Balance Sheet.