01—Abstract
Summary
Summary of the 8-K filed August 20, 2025. Cited figures are marked; the original filing is the authoritative source.
MSCI Inc. entered into a Third Amended and Restated Credit Agreement on August 20, 2025 with lenders, JPMorgan Chase Bank, N.A. as administrative agent, and Bank of America, N.A. as syndication agent.
The agreement amends and restates in full the Second Amended and Restated Credit Agreement dated January 26, 2024. It increases aggregate revolving commitments to $1.60 billiona from $1.25 billion and extends the availability period to August 20, 2030. The company applied proceeds of its August 2025 senior notes offering to repay all outstanding borrowings under the existing facility, so no revolving loans were outstanding when the new facility became effective.
The obligations are unsecured senior obligations of the company and are not guaranteed by any subsidiary. Pricing, the consolidated leverage ratio (maximum 4.25:1.00, or 4.50:1.00 for four quarters following a material acquisition) and other key economic terms are unchanged. The consolidated interest coverage covenant is now tested only at fiscal quarter-end during any period in which the company does not hold investment-grade ratings from at least two of Moody's, S&P or Fitch, rather than each fiscal quarter.
The 0.10%b Term SOFR adjustment is eliminated. Events of default, representations and covenants remain substantially similar, with modifications generally favorable to the company and its subsidiaries.
Proceeds of revolving loans will fund general corporate purposes, including working capital and acquisitions. The filing also notes that the lenders and agents have engaged, and may engage, in other banking transactions with the company for customary fees.
02—Key points
Key Highlights
- Revolving commitments increased to $1.60 billion from $1.25 billion under the Third Amended and Restated Credit Agreement dated August 20, 2025.
- The availability period is extended to August 20, 2030.
- No revolving loans were outstanding when the new facility became effective, because proceeds of the August 2025 senior notes offering repaid all existing borrowings.
- The facility is unsecured and not guaranteed by any subsidiary; the maximum consolidated leverage ratio remains 4.25:1.00 (4.50:1.00 for four quarters after a material acquisition).
- The interest coverage covenant is tested only at fiscal quarter-end during periods without investment-grade ratings from at least two of Moody's, S&P or Fitch.
- The 0.10% Term SOFR adjustment applicable to Term SOFR-based borrowings is eliminated.
- Covenants restrict subsidiary debt, liens, sale-leaseback transactions, and mergers or consolidations, and are substantially similar to the prior agreement.
03—Questions
Frequently Asked Questions
How large is the new credit facility and how does it differ from the prior one?
Aggregate revolving commitments increase to $1.60 billion from $1.25 billion, and the availability period is extended to August 20, 2030.
Did the company draw on the facility at closing?
No. The filing states that proceeds of the August 2025 senior notes offering repaid in full all outstanding borrowings under the existing credit agreement, so no revolving loans were outstanding when the new facility became effective.
What changed in the financial covenants?
The maximum consolidated leverage ratio of 4.25:1.00 (4.50:1.00 for four quarters after a material acquisition) is unchanged. The interest coverage covenant is now tested only at fiscal quarter-end during periods when the company lacks investment-grade ratings from at least two of Moody's, S&P or Fitch, rather than every fiscal quarter.
Are the facility's obligations secured or guaranteed?
The obligations are unsecured senior obligations of MSCI Inc. and are not guaranteed by any subsidiary.
What will the borrowed funds be used for?
Revolving loan proceeds will be used for general corporate purposes, including working capital and acquisitions and other transactions permitted under the credit agreement.
04—Continue