What is the main purpose of this 8-K filing?

The main purpose of this 8-K filing is to inform investors about McGraw Hill Financial, Inc.'s acquisition of SNL Financial LC. It provides context on the company's evaluation of SNL Financial's historical performance and includes financial data and reconciliations related to SNL Financial.

What is the significance of SNL Financial's financial statements being prepared under private company GAAP?

SNL Financial's statements were prepared using GAAP for private companies, which differs from GAAP for public business entities. A key difference highlighted is the treatment of goodwill, which SNL Financial could amortize over 10 years as a private company. Post-acquisition, under public company GAAP, goodwill will be tested for impairment, which could lead to different financial reporting outcomes.

When can investors expect to see the full financial impact of the SNL Financial acquisition?

Investors can expect to see consolidated financial statements for SNL Financial and pro forma financial information for the combined entity in a subsequent 8-K filing. This filing is expected within approximately 75 days of the acquisition's completion and will adhere to SEC rules and public company GAAP.

Are the non-GAAP financial measures provided for SNL Financial directly comparable to GAAP measures?

No, investors are cautioned that the non-GAAP financial information (like EBITDA and Adjusted EBITDA) provided for SNL Financial is not a substitute for GAAP measures (such as net loss or loss from operations). These non-GAAP figures are for informational purposes related to management's analysis and may not reflect recognized GAAP measurements.

SPGI 8-K: Regulation FD

Summary

This 8-K filing from McGraw Hill Financial, Inc. (now S&P Global Inc.) on August 10, 2015, primarily serves to disclose information related to the company's acquisition of SNL Financial LC. It provides investors with details on how the company analyzed SNL Financial's historical financial performance in connection with the definitive Merger Agreement entered into on July 24, 2015. The filing includes unaudited non-GAAP financial information for SNL Financial and its audited consolidated financial statements for the years ended December 31, 2014, and 2013. It is important for investors to note that the provided SNL Financial Statements were prepared on a private company basis and will differ from the financial statements that will be filed after the acquisition is completed. Specifically, the post-acquisition financial statements will be prepared in accordance with SEC rules and GAAP for public business entities, which will require adjustments such as testing goodwill for impairment instead of amortizing it. This distinction is crucial for understanding the comparability and future reporting of SNL Financial's financial health.

Key Highlights

1McGraw Hill Financial, Inc. announced its definitive agreement to acquire SNL Financial LC, signed on July 24, 2015.
2The 8-K provides investor information on the historical financial performance analysis of SNL Financial undertaken for the acquisition.
3Key exhibits include a reconciliation of EBITDA and Adjusted EBITDA to net loss for SNL Financial (Exhibit 99.1) and its audited consolidated financial statements for 2013-2014 (Exhibit 99.2).
4SNL Financial's financial statements were prepared under private company GAAP, which differs from public company GAAP, particularly concerning goodwill treatment.
5Post-acquisition filings will include SEC-compliant financial statements and pro forma information prepared under public company GAAP.
6Goodwill accounting for SNL Financial will shift from amortization (as a private company) to impairment testing (as a public company) post-acquisition.
7The filing includes extensive forward-looking statements and risk factors related to the acquisition and the company's ongoing operations.

S&P Global Inc. 8-K Report, Regulation FD Disclosure (Aug 10, 2015)

Summary

Key Highlights

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