Summary
Moody's Corporation (MCO) has entered into a material definitive agreement to acquire the Transferred US Entity from Daily Mail and General Trust plc (DMGT) for a purchase price of £1.4 billion. This acquisition is a significant move for Moody's, aimed at expanding its operations, likely within the risk management solutions sector given the target entity's name. The transaction is not subject to any financing condition, with Moody's securing a $1 billion bridge loan facility from Bank of America to aid in financing. The deal is contingent upon several closing conditions, including regulatory approvals such as the Hart-Scott-Rodino Antitrust Improvements Act, and is expected to close after satisfaction of these conditions, with termination rights for both parties after specific dates in early 2022.
Key Highlights
- 1Moody's Corporation, through its subsidiary Moody's Analytics, Inc., has signed a Purchase Agreement to acquire the Transferred US Entity from DMGT.
- 2The total purchase price for the acquisition is £1.4 billion, subject to customary adjustments.
- 3The acquisition is not dependent on Moody's securing financing, as evidenced by a $1 billion bridge loan facility commitment from Bank of America.
- 4Key closing conditions include obtaining necessary antitrust approvals (e.g., Hart-Scott-Rodino) and other regulatory clearances.
- 5The transaction involves the acquisition of common shares of the Transferred US Entity, with a subsequent agreement to acquire RMS Risk Management Solutions India Pte Ltd.
- 6A Tax Matters Agreement has been executed between Moody's Analytics, Inc., DMGT, and DMG Atlantic Ltd to outline rights and obligations regarding pre-closing tax matters.
- 7The deal has potential termination dates, with either party able to terminate after February 4, 2022, and DMGT having certain termination rights after September 30, 2021.