8-KOther Events

MOODYS CORP /DE/ 8-K Report (Oct 4, 2000)

Filed October 4, 2000For Securities:MCO

Summary

Moody's Corporation (MCO), formerly known as The Dun & Bradstreet Corporation, announced a significant corporate restructuring through a "spin-off" of its information services business, which now operates as The Dun & Bradstreet Corporation (New D&B). This distribution resulted in Moody's Corporation focusing exclusively on its credit rating, research, and risk analysis services, while New D&B is a standalone global information company. The separation, approved by the Board of Directors and effective as of September 30, 2000, involved a dividend of New D&B common stock to Moody's stockholders. Moody's Corporation has been renamed from "The Dun & Bradstreet Corporation" and will trade under the new ticker symbol "MCO" on the NYSE, while New D&B will trade as "DNB". The company also secured new credit facilities and plans to issue senior notes to manage its financial structure post-separation.

Key Highlights

  • 1Moody's Corporation has been separated into two independent publicly traded companies: Moody's Corporation (MCO) focusing on credit ratings and risk analysis, and The Dun & Bradstreet Corporation (DNB) focusing on global information services.
  • 2The separation was executed via a stock dividend distribution where shareholders received one share of New D&B for every two shares of Moody's held.
  • 3The company formerly known as The Dun & Bradstreet Corporation is now named Moody's Corporation, and its stock will trade under the ticker symbol 'MCO' on the NYSE.
  • 4The spun-off entity, previously a subsidiary, is now named The Dun & Bradstreet Corporation and will trade under the ticker symbol 'DNB' on the NYSE.
  • 5The distribution is expected to be tax-free to both the company and its stockholders, based on an IRS ruling.
  • 6Moody's Corporation has arranged for new financing, including a $210 million bank credit facility and plans for $300 million in senior notes, to manage its post-separation capital structure.
  • 7Various agreements governing the post-distribution relationship between the two entities, including those for tax, benefits, and liabilities, have been established.

Frequently Asked Questions

The main event is the formal approval and execution of the distribution of The New D&B Corporation (now The Dun & Bradstreet Corporation) common stock to Moody's Corporation's stockholders. This effectively separated Moody's Corporation's credit rating business from its information services business.

As a Moody's stockholder, you received one share of The Dun & Bradstreet Corporation (New D&B) for every two shares of Moody's you held as of the record date. Moody's Corporation will continue to trade under the new ticker symbol 'MCO', while the spun-off company will trade as 'DNB'.

No, the distribution is expected to be tax-free to both Moody's Corporation and its stockholders. This is based on a ruling received from the Internal Revenue Service.

After the separation, Moody's Corporation will focus exclusively on its role as a leading global credit rating, research, and risk analysis firm. The information services business will be operated by the newly independent The Dun & Bradstreet Corporation.