01—Abstract
Summary
Summary of the 8-K filed November 6, 2025. Cited figures are marked; the original filing is the authoritative source.
MSCI Inc. (MSCI) reported in this Form 8-K filed November 6, 2025 that it completed a public offering of $500.0 milliona in aggregate principal amount of 5.150% senior unsecured notes due 2036, closing on November 6, 2025.
The notes were sold under an Underwriting Agreement dated October 30, 2025 with J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives of the underwriters, and were issued under the Indenture dated August 8, 2025 with Wilmington Trust, National Association, as trustee, as supplemented by a Second Supplemental Indenture dated November 6, 2025. The offering was registered on a Form S-3 (File No. 333-277791).
In connection with the financing, the Company updated its full-year 2025 outlook for interest expense, including amortization of financing fees, to approximately $210 to $213 millionb, compared with prior guidance of $205 to $209 million. The filing states the change reflects the notes issuance and the resulting change in expected average debt balances and effective interest rates. The Company is not updating any other elements of its guidance at this time.
The filing notes that interest expense is partly driven by variable-rate borrowings under its revolving credit facility, with the majority coming from fixed-rate senior unsecured notes, so changes to SOFR and debt levels can cause interest expense to vary. Guidance remains subject to macroeconomic and capital markets assumptions and forward-looking risks described in the filing and in the Company's Form 10-K for fiscal 2024.
02—Key points
Key Highlights
- Completed a $500.0 million offering of 5.150% senior unsecured notes due 2036 on November 6, 2025.
- Underwriting Agreement dated October 30, 2025 with J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives of the underwriters.
- Notes issued under an August 8, 2025 Indenture with Wilmington Trust, National Association, as supplemented by a Second Supplemental Indenture dated November 6, 2025.
- Full-year 2025 interest expense guidance raised to approximately $210 to $213 million from $205 to $209 million.
- The guidance update reflects the notes issuance and the resulting change in expected average debt balances and effective interest rates.
- No other elements of 2025 guidance were updated at this time.
- Offering was made under Form S-3 Registration Statement (File No. 333-277791) and a prospectus supplement dated October 30, 2025.
03—Questions
Frequently Asked Questions
How much debt did MSCI issue, and on what terms?
MSCI completed a public offering of $500.0 million in aggregate principal amount of 5.150% senior unsecured notes due 2036 on November 6, 2025.
Why did MSCI change its interest expense guidance?
The Company updated its full-year 2025 interest expense outlook to approximately $210 to $213 million, from $205 to $209 million, to reflect the expected impact of the notes issuance and the resulting change in expected average debt balances and effective interest rates.
Did MSCI change any other guidance?
No. The Company stated it is not updating any other elements of its guidance at this time.
What factors could cause MSCI's interest expense to vary?
The filing states that a portion of interest expense comes from variable-rate borrowings under the revolving credit facility, so changes to SOFR and indebtedness levels can cause interest expense to vary. The majority comes from fixed-rate senior unsecured notes.
Who is the trustee for the notes?
Wilmington Trust, National Association, is the trustee under the Indenture dated August 8, 2025, as supplemented by the Second Supplemental Indenture dated November 6, 2025.
04—Continue