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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.

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