8-KOther Events

S&P Global Inc. 8-K Report, Corporate Update (Feb 4, 2021)

Filed February 4, 2021For Securities:SPGI

Summary

S&P Global Inc. (SPGI) filed an 8-K on February 4, 2021, to report a procedural step in their proposed merger with IHS Markit. The company voluntarily withdrew its Hart-Scott-Rodino (HSR) Act filing to allow the U.S. Department of Justice's Antitrust Division additional time for review. This withdrawal and subsequent refiling is a standard practice to accommodate regulatory review. SPGI plans to resubmit the HSR filing around February 8, 2021, which will initiate a new 30-day waiting period. Despite this procedural delay, S&P Global and IHS Markit continue to cooperate with the Antitrust Division and maintain their expectation to close the merger in the second half of 2021, pending shareholder approvals and other customary closing conditions. Investors should note that while this is a normal regulatory process, it introduces a slight procedural pause in the antitrust review timeline.

Key Highlights

  • 1S&P Global voluntarily withdrew its HSR Act filing for the IHS Markit merger.
  • 2The withdrawal is to provide the U.S. Department of Justice's Antitrust Division with more time for review.
  • 3A refiling is planned for approximately February 8, 2021, triggering a new 30-day HSR waiting period.
  • 4This action is described as a standard procedure for facilitating antitrust review.
  • 5The company continues to expect the merger to close in the second half of 2021.
  • 6Shareholder approval and other closing conditions remain necessary for the transaction.
  • 7The filing includes extensive forward-looking statements and risk factors related to the merger.

Frequently Asked Questions

The withdrawal was voluntary and intended to provide the U.S. Department of Justice's Antitrust Division with additional time to conduct its review of the proposed merger between S&P Global and IHS Markit. This allows for a more thorough examination without immediate time pressure from the initial waiting period.

While this action is a procedural step that restarts the HSR waiting period, S&P Global and IHS Markit continue to expect the merger to be consummated in the second half of 2021. The companies are working constructively with regulators and believe this is a standard process that should not significantly alter the overall closing timeline.

The filing explicitly states that withdrawing and refiling HSR notifications is a standard procedure to provide additional time for antitrust review. It is not presented as an indication of specific issues or concerns that would jeopardize the merger's approval, but rather as a way to facilitate the review process.

S&P Global plans to resubmit its HSR Act filing on or about February 8, 2021. This will initiate a new 30-day waiting period under the HSR Act. The companies will continue to work with the Antitrust Division staff.