8-KRegulation FD

S&P Global Inc. 8-K Report, Regulation FD Disclosure (Jun 24, 2011)

Filed June 24, 2011For Securities:SPGI

Summary

S&P Global Inc. (formerly The McGraw-Hill Companies, Inc.) announced on June 23, 2011, an agreement to repurchase a significant number of its own shares from the Harold W. McGraw, Jr. Trust and The Harold W. McGraw, Jr. Family Foundation. This transaction, totaling 2,454,514 shares, is being conducted for estate administration purposes and will be executed under the company's existing 2007 share repurchase authorization. Importantly, key family members and directors, Harold W. McGraw III and Robert P. McGraw, will not be selling their personally held shares in this transaction. The repurchase price reflects a 1.375% discount from the June 23, 2011, closing stock price of $40.07. The Trust intends to use the net proceeds for bequests and funding trusts for family members, while the Foundation plans to allocate its proceeds to charitable purposes. This action is intended to facilitate estate liquidity and the continued funding of philanthropic initiatives without impacting the holdings of key executives and directors directly involved.

Key Highlights

  • 1S&P Global Inc. (then The McGraw-Hill Companies) to repurchase 2,454,514 shares of its common stock.
  • 2The shares are being purchased from the Harold W. McGraw, Jr. Trust and The Harold W. McGraw, Jr. Family Foundation.
  • 3The transaction is for estate administration purposes and is authorized under the company's existing 2007 share repurchase program.
  • 4Key insiders, Harold W. McGraw III (CEO) and Robert P. McGraw (Director), are not selling their personally held shares.
  • 5Shares are being purchased at a 1.375% discount from the June 23, 2011 closing price of $40.07.
  • 6The Trust will use proceeds for family bequests and trusts; the Foundation will use proceeds for charitable purposes.

Frequently Asked Questions

The company is repurchasing these shares for estate administration purposes, which is intended to provide liquidity to the Trust and the Foundation to manage estate-related matters and fulfill their respective objectives (bequests for the Trust and charitable donations for the Foundation).

No, Harold W. McGraw III (Chairman, President and CEO) and Robert P. McGraw (Director and brother of Harold W. McGraw III) will not be selling any of their personally held shares of the company's common stock in this transaction.

The shares are being purchased at a discount of 1.375% from the New York Stock Exchange closing price on June 23, 2011, which was $40.07. This means the repurchase price per share is approximately $39.52 ($40.07 * (1 - 0.01375)).

The Trust expects to use the after-tax net proceeds primarily for bequests and funding trusts for the benefit of Harold W. McGraw III, Robert P. McGraw, and other family members. The Foundation expects to use its net proceeds to fund its charitable purposes.