8-KLeadership ChangesAcquisitions & DispositionsExhibits & Filings

S&P Global Inc. 8-K Report, Acquisition Completed (Mar 26, 2013)

Filed March 26, 2013For Securities:SPGI

Summary

S&P Global Inc. (then known as The McGraw-Hill Companies, Inc.) filed an 8-K on March 26, 2013, to report the completion of the sale of its McGraw-Hill Education business to MHE Acquisition, LLC, an entity managed by Apollo Global Management, LLC. The transaction, valued at approximately $2.4 billion in cash, signifies a major strategic shift for the company, focusing its future operations on its financial information and capital markets businesses, which it intended to rebrand as McGraw Hill Financial. The company announced plans to utilize a significant portion of the after-tax proceeds (approximately $1.9 billion) to reduce short-term debt, resume share repurchases, and pursue strategic acquisitions. This strategic divestiture is framed as the culmination of a "Growth and Value Plan" aimed at unlocking shareholder value and enhancing the growth prospects of the remaining financial services segments. Additionally, the filing disclosed minor bonus payouts to executive officers tied to the sale's completion and the initiation of a $500 million accelerated share repurchase program.

Key Highlights

  • 1Completion of the sale of McGraw-Hill Education business for approximately $2.4 billion in cash.
  • 2Proceeds of approximately $1.9 billion (after-tax) to be used for debt reduction, share repurchases, and acquisitions.
  • 3Company intends to rebrand as McGraw Hill Financial, focusing on capital and commodity markets.
  • 4Initiation of a $500 million Accelerated Share Repurchase (ASR) transaction to return capital to shareholders.
  • 5ASR transaction resumes the company's previously authorized 50 million share repurchase program.
  • 6Minor bonus payments were made to three named executive officers upon the completion of the sale.

Frequently Asked Questions

The main event reported was the completion of the sale of The McGraw-Hill Companies' Education business to an entity managed by Apollo Global Management for approximately $2.4 billion in cash.

The company plans to use approximately $1.9 billion of the after-tax proceeds to pay down short-term debt, resume share repurchases, and make selective 'tuck-in' acquisitions.

Following the divestiture, the company is shifting its focus to its financial information and capital/commodity market businesses. It announced its intention to rebrand as McGraw Hill Financial, subject to shareholder approval.

The ASR transaction, for $500 million, signals a commitment to returning capital to shareholders and resumes the company's previously authorized share repurchase program, indicating confidence in its ongoing business and financial position.