01—Abstract
Summary
Summary of the 8-K filed August 8, 2025. Cited figures are marked; the original filing is the authoritative source.
On August 8, 2025, MSCI Inc. completed its previously announced public offering of $1.25 billiona in aggregate principal amount of 5.250% senior unsecured notes due 2035.
The offering was made under an Underwriting Agreement dated August 5, 2025 with J.P. Morgan Securities LLC and BofA Securities, Inc. acting as representatives of the underwriters. The notes were sold under a Registration Statement on Form S-3 (File No. 333-277791), with a prospectus dated March 8, 2024 and a prospectus supplement dated August 5, 2025.
They were issued under an Indenture dated August 8, 2025 with Wilmington Trust, National Association, as trustee, as supplemented by a First Supplemental Indenture of the same date. The filing is primarily a disclosure of the debt issuance and its legal documentation. It attaches the underwriting agreement, indenture, supplemental indenture, form of global note, and a legality opinion from Davis Polk & Wardwell LLP.
02—Key points
Key Highlights
- Completed a $1.25 billion offering of 5.250% senior unsecured notes due 2035 on August 8, 2025
- Notes sold under an Underwriting Agreement dated August 5, 2025 with J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives
- Offering registered on Form S-3 (File No. 333-277791), with a prospectus dated March 8, 2024 and a prospectus supplement dated August 5, 2025
- Notes issued under an Indenture dated August 8, 2025 with Wilmington Trust, National Association, as trustee, plus a First Supplemental Indenture of the same date
- Davis Polk & Wardwell LLP provided a legality opinion on the Notes (Exhibit 5.1)
03—Questions
Frequently Asked Questions
How much debt did MSCI issue and at what rate?
MSCI issued $1.25 billion in aggregate principal amount of 5.250% senior unsecured notes due 2035.
Who underwrote the notes offering?
The Underwriting Agreement dated August 5, 2025 was among MSCI Inc. and J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the underwriters listed in Schedule 1 to that agreement.
Under what registration and prospectus were the notes sold?
The notes were sold under a Form S-3 registration statement (File No. 333-277791), using a prospectus dated March 8, 2024 and a prospectus supplement dated August 5, 2025.
Who is the trustee for the notes and what governs their terms?
Wilmington Trust, National Association is the trustee. The notes were issued under an Indenture dated August 8, 2025, as supplemented by a First Supplemental Indenture of the same date.
What legal documents accompany the offering?
The filing attaches the Underwriting Agreement, the Indenture, the First Supplemental Indenture, the form of global note, and a legality opinion from Davis Polk & Wardwell LLP.
04—Continue