8-KShareholder MattersOther EventsExhibits & Filings

S&P Global Inc. 8-K Report, Rights Modification (Jan 2, 2009)

Filed January 2, 2009For Securities:SPGI

Summary

S&P Global Inc. (SPGI), formerly The McGraw-Hill Companies, Inc., has filed an 8-K report detailing a significant internal reorganization effective January 1, 2009. The company transferred its U.S. Standard & Poor's Division assets to a newly formed subsidiary, Standard & Poor’s Financial Services LLC (S&P). This move is intended to address future operating and financial conditions and is not expected to impact the ongoing operations of S&P's businesses, including its crucial credit ratings services. Furthermore, this reorganization involves substantial changes to the company's debt structure. The newly formed S&P subsidiary will now fully guarantee all of the company's outstanding Senior Notes, totaling $1.2 billion, originally issued in 2007. Additionally, S&P will guarantee all short-term notes issued or to be issued under the company's commercial paper programs. This subsidiary guarantee enhances the security for bondholders and lenders.

Key Highlights

  • 1Effective January 1, 2009, The McGraw-Hill Companies, Inc. reorganized its U.S. Standard & Poor's Division by transferring assets to a new wholly-owned subsidiary, Standard & Poor’s Financial Services LLC (S&P).
  • 2This internal restructuring is aimed at preparing for future operating and financial conditions.
  • 3The operations of Standard & Poor’s businesses, including its credit ratings services, are not expected to be affected by this reorganization.
  • 4S&P, the new subsidiary, will now fully guarantee the company's outstanding 5.375% Senior Notes due 2012, 5.900% Senior Notes due 2017, and 6.550% Senior Notes due 2037 (totaling $1.2 billion).
  • 5S&P will also fully guarantee all short-term notes issued or to be issued under the company's commercial paper agreements.
  • 6The company amended its credit agreements (364-day and three-year) to allow S&P to become a subsidiary guarantor of the company's obligations under these credit facilities.
  • 7This filing includes several amendments and supplemental indentures related to the debt guarantees and credit agreements.

Frequently Asked Questions

The main purpose is to report a significant internal reorganization where The McGraw-Hill Companies, Inc. transferred its U.S. Standard & Poor's Division assets to a new subsidiary named Standard & Poor’s Financial Services LLC (S&P). This filing also details how this new subsidiary will guarantee existing and future debt obligations of the company.

The filing states that this internal reorganization will not affect the ongoing conduct of Standard & Poor’s businesses, including its credit ratings business. The operations are expected to continue as usual.

Investors holding the company's Senior Notes (due 2012, 2017, and 2037) will benefit from a new full guarantee from Standard & Poor’s Financial Services LLC. This means the subsidiary is now jointly responsible for repaying these notes, effectively strengthening the creditworthiness and security for these bondholders.

Yes, the company amended its 364-day and three-year credit agreements. These amendments allow the new S&P subsidiary to become a guarantor of the company's obligations under these credit facilities, potentially enhancing the credit profile of these loan agreements.