Clarivate Analytics (US) LLC (‘Clarivate’) entered into a definitive agreement to acquire Churchill Capital Corp. ("Churchill") (NYSE:CCC) in a reverse merger transaction on January 14, 2019. Upon consummation of the transaction, the Churchill warrants shall, by their terms, entitle the holders to purchase ordinary shares of Clarivate in lieu of shares of Churchill common stock at a purchase price of $11.50 per share. Funds affiliated with Onex Corporation (TSX:ONEX) and Baring Private Equity Asia (‘Baring’) and Clarivate management will hold a 73.8% ownership of the outstanding shares of the combined company at closing, assuming no redemptions by Churchill's public stockholders. The current stockholders of Churchill will hold approximately 26% of the issued and outstanding shares of Clarivate (assuming no holder of public shares exercises redemption rights and excluding the impact of: (i) 52.8 million warrants, (ii) approximately 24.5 million compensatory options issued to company management (based on the number of options to purchase Company ordinary shares outstanding as of December 31, 2018) and (iii) 10.6 million ordinary shares of Clarivate owned of record by the sponsor and available for distribution to Jerre Stead, Michael Klein and Sheryl von Blucher following the expiration of applicable lock-up and vesting restrictions. After giving effect to the satisfaction of the vesting restrictions, the company owners will hold approximately 71% of the issued and outstanding ordinary shares of Clarivate.  Onex will continue to be the majority owner. In connection with the transaction, Clarivate will 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. In connection with the transaction, Churchill founders have agreed to invest an additional $15 million. In connection with the transaction, Churchill founders have delayed the majority of their equity to vest only if the share price of the combined company exceeds $15.25 per share by 2022 and $17.50 per share by 2024. The combined company formed by merging the operations of the two firms will operate as “Clarivate Analytics plc” and continue to be publicly listed on the New York Stock Exchange.  Churchill Chief Executive Officer (‘CEO’) Jerre Stead will also serve as Executive Chairman of the combined company. Clarivate's existing management team, led by CEO Jay Nadler and Chief Financial Officer Richard Hanks, will continue to lead the business. The proposed Board of Directors of the combined company will include Anthony Munk, Balakrishnan S. Iyer, Charles E. Moran, Charles J. Neral, Karen G. Mills, Kosty Gilis, Matthew Scattarella, Martin Broughton, Michael Klein, Nicholas Macksey, Amir Motamedi and Sheryl von Blucher. The transaction is subject to approval by Churchill stockholders, Churchill having a specified minimum amount of cash and assets, waiting period under the Hart-Scott-Rodino Act having expired, memorandum of association and articles of association having been amended and restated, registration statement effectiveness, listing/approval of new shares of the stock exchange and other customary closing conditions. The boards of directors of both Churchill and Clarivate have unanimously approved the transaction. A special meeting of stockholders of Churchill Capital will be held on May 13, 2019 to approve the transaction. The transaction is expected to be completed during the second quarter of 2019. On February 11, 2019, the transaction received an early termination notice from the Federal Trade Commission. The majority of net cash proceeds from Churchill founder’s investment are expected to be used to pay down existing Clarivate debt and for working capital and general corporate purposes. Citigroup Global Markets (‘Citi’) acted as capital markets advisor to Churchill. Citi and The Klein Group LLC acted as financial advisors to Churchill. Robert Marese of MacKenzie Partners Inc. (‘MacKenzie’) and Isaac Kagan of Continental Stock Transfer & Trust Company Inc. acted as information agent for Churchill. Robert Mittman, Kathleen Cunningham, Emanuel J. Adler, Brad L. Shiffman, Elena P. Jacque, Joseph T. Gulant, David A. Gilbert, George T. Boggs, Bradford C. Craig, Jennifer J. Daniels, Blake Fink, John E. Heintz, Michael A. Kadlec, Anthony A. Mingione, David M. Perry, Peter Schnur, Scott R. Smith, Megan E. Spitz and Shawn M. Wright of Blank Rome LLP and Jeffrey D. Marell and Raphael M. Russo of Paul, Weiss, Rifkind, Wharton & Garrison acted as legal counsels to Churchill. Credit Suisse acted as financial advisor to Clarivate, Onex and Baring. Paul Sheridan, Shaun Hartley, Dan Breslin, Mariclaire Petty, Kelsey Schutte, Neil Campbell, Lisa Watts, Sean Finn, Alan Kimball, Adam Kestenbaum, Nikhil Kumar, Rachel Sheridan, Shagufa Hossain, Chris Bezeg, Nate Hsieh, Wei Cai, Jeff Chenard, Melissa Fabian, Marc Williamson, Patrick English and Tomas Nilsson of Latham & Watkins LLP acted as legal counsel to Clarivate and Onex. Ropes & Gray LLP acted as legal counsel to Baring. Churchill will pay MacKenzie a fee of $12,500 for services provided. Churchill will pay The Klein Group an advisory fee of $12.5 million, which shall be earned upon the closing of the transaction with $7.5 million of such fee shall be payable upon the closing, $2.5 million payable on January 31, 2020 and the final $2.5 million payable on January 29, 2021. J.P. Morgan acted as financial advisor to Clarivate. Morgan Stanley acted as financial advisor to Clarivate. UBS Investment Bank served as financial advisor to Clarivate. Richard Daggett of Ogier Group L.P. acted as legal advisor to Clarivate Analytics.