8-KOther EventsExhibits & Filings

MOODYS CORP /DE/ 8-K Report, Corporate Update (Aug 18, 2020)

Filed August 18, 2020For Securities:MCO

Summary

Moody's Corporation (MCO) announced the closing of its public offering of $500 million aggregate principal amount of 2.550% Senior Notes due 2060. This issuance was made under a previously filed registration statement and closed on August 18, 2020. The primary purpose of this new debt issuance is to refinance the company's outstanding 2.750% Senior Unsecured Notes due December 2021. This strategic move aims to lower the company's overall interest expense and extend its debt maturity profile. The new notes carry a fixed interest rate of 2.550% and mature in 2060, offering a long-term funding solution. Moody's retains the option to redeem these notes under specific conditions, including a 'make-whole' provision before February 18, 2060, and at par thereafter. Additionally, noteholders have protection against a 'Change of Control Triggering Event,' allowing them to sell notes back to the company at 101% of the principal amount. The indenture also includes covenants restricting liens, sale and leaseback transactions, and major corporate restructurings, alongside default provisions related to significant debt obligations.

Key Highlights

  • 1Moody's Corporation successfully closed a $500 million offering of 2.550% Senior Notes due 2060.
  • 2The net proceeds will be used to repay outstanding $500 million of 2.750% Senior Unsecured Notes due December 2021.
  • 3This debt issuance extends Moody's long-term debt maturity profile and is expected to reduce interest expenses.
  • 4The new notes mature on August 18, 2060, with interest payable semi-annually.
  • 5The indenture includes provisions for early redemption by Moody's and a change of control put option for noteholders.
  • 6Covenants in the indenture restrict Moody's ability to incur liens, enter sale and leaseback transactions, and engage in significant mergers or asset sales.
  • 7Default provisions include triggers for failure to pay principal on significant indebtedness or events causing acceleration of other debt.

Frequently Asked Questions

The primary purpose of issuing the new $500 million of Senior Notes due 2060 is to refinance the company's existing $500 million of 2.750% Senior Unsecured Notes due December 2021. This allows Moody's to lower its interest costs and extend its debt maturity.

The notes have a fixed interest rate of 2.550% per year, mature on August 18, 2060, and pay interest semi-annually on February 18 and August 18. The company can redeem them under certain conditions, and holders have protection in case of a change of control.

The indenture provides investors with protection against a 'Change of Control Triggering Event,' where Moody's may be required to repurchase the notes at 101% of the principal amount. It also includes covenants that limit the company's ability to incur certain types of liens or engage in significant sale and leaseback transactions or mergers/asset sales.

This transaction effectively replaces existing debt with new, longer-term debt at a lower interest rate. It strengthens the company's balance sheet by extending its debt maturity profile and reducing its near-term refinancing risk, while also likely lowering its overall interest expense.