What is a "Second Request" from the DOJ, and what does it mean for the S&P Global/IHS Markit merger?

A "Second Request" is a formal request for detailed information and documents from the Antitrust Division of the U.S. Department of Justice during its review of a proposed merger. It signifies a deeper level of antitrust scrutiny. For this merger, receiving a Second Request means the waiting period under the HSR Act is extended until 30 days after both companies substantially comply with the request, potentially delaying the closing timeline.

Does the "Second Request" mean the merger is in jeopardy?

Not necessarily. The filing states that a Second Request is a 'common feature' of the regulatory review for transactions of this type. S&P Global continues to expect the merger to close in the second half of 2021 and is working constructively with the DOJ. While it indicates an extended review, it does not automatically signal the deal's failure.

What are the remaining conditions for closing the merger?

The merger is still subject to the satisfaction or waiver of other specified closing conditions, including the expiration or termination of the HSR Act waiting period (which is now extended), the approval of S&P Global's and IHS Markit's shareholders, and other customary closing conditions outlined in the merger agreement.

Where can investors find more detailed information about the merger and its risks?

Investors are urged to read the registration statement on Form S-4 (declared effective on January 22, 2021) and the related definitive joint proxy statement/prospectus filed with the SEC. These documents, along with other filings by S&P Global and IHS Markit, contain important information about the transaction, risks, and potential challenges. Copies can be obtained free of charge from the SEC's website or the companies' respective investor relations websites.

SPGI 8-K SEC Disclosure

Summary

This 8-K filing from S&P Global Inc. (SPGI) provides a crucial update regarding its proposed merger with IHS Markit Ltd. The primary event disclosed is that both S&P Global and IHS Markit received a "Second Request" from the U.S. Department of Justice's Antitrust Division on March 10, 2021. This request is a standard part of the regulatory review process for such a significant transaction and extends the waiting period under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act. While the Second Request indicates an extended regulatory review, S&P Global reiterated its commitment to working constructively with the Antitrust Division. The company continues to anticipate closing the merger in the second half of 2021, subject to shareholder approvals and other customary closing conditions. Investors should note that this development adds a layer of scrutiny to the merger timeline, but the parties remain optimistic about completing the transaction. The filing also includes standard forward-looking statements and disclaimers, advising investors to consult previously filed documents for comprehensive details on the transaction and associated risks.

Key Highlights

1S&P Global and IHS Markit received a "Second Request" for additional information from the U.S. Department of Justice's Antitrust Division concerning their proposed merger.
2The "Second Request" is a standard procedural step in the HSR Act review process and extends the waiting period.
3S&P Global continues to expect the merger to close in the second half of 2021.
4The transaction remains subject to shareholder approvals and other closing conditions.
5The companies are working constructively with the Antitrust Division during the review.
6The filing includes extensive forward-looking statements and risk factors related to the merger and broader market conditions.

S&P Global Inc. 8-K Report, Corporate Update (Mar 10, 2021)

Summary

Key Highlights

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