8-KAcquisitions & DispositionsRegulation FDExhibits & Filings

MOODYS CORP /DE/ 8-K Report, Acquisition Completed (Sep 15, 2021)

Filed September 15, 2021For Securities:MCO

Summary

Moody's Corporation (MCO) announced on September 15, 2021, the completion of its previously announced acquisition of DMG US Investments, Inc., referred to as the Transferred US Entity. This acquisition was completed through its wholly owned subsidiary, Moody's Analytics, Inc., for a purchase price of £1.4 billion, subject to adjustments. Concurrently, a separate acquisition of RMS Risk Management Solutions India Private Ltd ('India Sub') was finalized by a Moody's subsidiary for US $49 million, also subject to adjustments. These acquisitions represent a significant expansion for Moody's, particularly in the area of risk management solutions, which Moody's Analytics is a part of. The filing also details a Tax Matters Agreement entered into with the seller to govern pre-closing tax-related matters. Investors should note the substantial financial commitment and potential integration risks associated with these transactions, as outlined in the 'Safe Harbor' statement.

Key Highlights

  • 1Moody's Corporation completed the acquisition of DMG US Investments, Inc. for £1.4 billion.
  • 2The acquisition was executed through its subsidiary, Moody's Analytics, Inc.
  • 3Concurrently, Moody's acquired RMS Risk Management Solutions India Private Ltd for US $49 million.
  • 4Both acquisition purchase prices are subject to customary adjustments.
  • 5A Tax Matters Agreement was finalized with the seller to address pre-closing tax responsibilities.
  • 6The filing includes an updated Purchase Agreement and Tax Matters Agreement, as well as a press release announcing the completion.

Frequently Asked Questions

Moody's Corporation, through its subsidiary Moody's Analytics, Inc., acquired DMG US Investments, Inc. (the Transferred US Entity). Additionally, a Moody's subsidiary acquired RMS Risk Management Solutions India Private Ltd (India Sub).

The purchase price for DMG US Investments, Inc. was £1.4 billion, and the purchase price for RMS Risk Management Solutions India Private Ltd was US $49 million. Both are subject to adjustments.

The company has identified several risks, including potential unforeseen liabilities, challenges in integrating the acquired operations, employees, and products, the possibility that anticipated synergies and benefits may not be realized, adverse effects on relationships with vendors, suppliers, or customers, and changes in the market or regulatory environment.

The Tax Matters Agreement outlines the rights and obligations of Moody's and the seller regarding certain pre-closing tax matters, including tax return preparation, tax elections, intended tax treatment of transactions, responsibility for pre-closing taxes, tax proceedings, and purchase price allocation.