8-KMaterial AgreementsFinancial EventsExhibits & Filings

MOODYS CORP /DE/ 8-K Report, Material Agreement (Aug 19, 2010)

Filed August 19, 2010For Securities:MCO

Summary

Moody's Corporation (MCO) filed an 8-K on August 19, 2010, to report the issuance of $500 million in aggregate principal amount of 5.50% Senior Notes due 2020. These notes were issued in a public offering under a Registration Statement filed earlier in August. The primary purpose of this financing is to fund general corporate activities, including the repayment of existing short-term and long-term borrowings, working capital needs, capital expenditures, potential acquisitions, and stock repurchases. The filing also details the material terms of the Indenture governing these notes. Key provisions include a fixed interest rate of 5.50%, with interest paid semi-annually. The notes are unsecured and contain covenants that restrict Moody's and its subsidiaries' ability to incur liens or enter into sale and leaseback transactions. Additionally, the Indenture includes provisions for potential mandatory repurchase by the company upon a "Change of Control Triggering Event" at 101% of the principal amount.

Key Highlights

  • 1Moody's Corporation issued $500 million of 5.50% Senior Notes due 2020.
  • 2The offering was a public offering conducted under a previously filed Registration Statement.
  • 3Proceeds are designated for general corporate purposes, including debt repayment, working capital, capital expenditures, acquisitions, and stock repurchases.
  • 4The notes bear a fixed annual interest rate of 5.50%, payable semi-annually.
  • 5The notes are unsecured debt obligations of the company.
  • 6The Indenture includes covenants limiting the incurrence of liens and sale and leaseback transactions.
  • 7A 'Change of Control Triggering Event' may trigger a mandatory repurchase of the notes by Moody's at 101% of the principal amount.

Frequently Asked Questions

The net proceeds from the $500 million note issuance are intended for general corporate purposes. This includes repaying existing short-term or long-term borrowings (up to $150 million on its revolving credit facility and up to $196 million in commercial paper), funding working capital, capital expenditures, potential acquisitions, and executing the company's authorized stock repurchase program.

The notes have a fixed interest rate of 5.50% per annum and mature on September 1, 2020. Interest payments are due semi-annually on March 1 and September 1, commencing March 1, 2011. The notes are unsecured debt.

Yes, the Indenture includes provisions for a "Change of Control Triggering Event." If such an event occurs, Moody's may be required, at the option of the noteholders, to purchase all or a portion of the notes at a price equal to 101% of the principal amount, plus accrued and unpaid interest.

The Indenture contains covenants that limit Moody's and certain of its subsidiaries' ability to incur or create liens and enter into sale and leaseback transactions. It also restricts the company from consolidating or merging with another entity or selling substantially all of its assets without meeting certain conditions.