8-KOther EventsExhibits & Filings

S&P Global Inc. 8-K Report, Corporate Update (Dec 1, 2021)

Filed December 1, 2021For Securities:SPGI

Summary

S&P Global Inc. (SPGI) announced positive early participation results for its offers to exchange outstanding notes from its pending acquisition target, IHS Markit Ltd. (IHS Markit), for new notes issued by S&P Global and cash. Importantly, the company has received the necessary consents to amend the indentures governing the IHS Markit Notes, which will eliminate substantially all restrictive covenants and certain events of default. This development is crucial as it clears a significant hurdle in the integration process following the proposed merger between S&P Global and IHS Markit. The exchange offers and consent solicitations are contingent upon the successful closing of the merger, which is anticipated in the first quarter of 2022. The early success in obtaining consent suggests a smoother path towards finalizing the acquisition and integrating the operations and financial structures of both entities. Investors should monitor the final settlement of these offers, which is expected shortly after the merger closes, to understand the final capital structure implications.

Key Highlights

  • 1S&P Global has received sufficient early consents to amend the indentures for IHS Markit's outstanding notes.
  • 2The amendments will remove substantially all restrictive covenants and certain events of default from IHS Markit's debt agreements.
  • 3This action is a critical step in facilitating the pending merger between S&P Global and IHS Markit.
  • 4The exchange offers and consent solicitations are conditioned on the closing of the merger, expected in Q1 2022.
  • 5The exchange offers and consent solicitations will expire on February 1, 2022, unless extended.
  • 6Settlement of the exchange offers is expected promptly after the merger closes and the Expiration Date.

Frequently Asked Questions

The primary purpose is to facilitate the integration of IHS Markit into S&P Global following their pending merger. By amending the indentures of IHS Markit's outstanding notes to remove restrictive covenants and default provisions, S&P Global aims to simplify the combined entity's capital structure and reduce potential complications during and after the merger.

No, the exchange offers and consent solicitations are contingent upon the successful closing of the merger between S&P Global and IHS Markit. The merger is currently expected to close in the first quarter of 2022. If the merger does not close, these offers will not proceed.

It means that a sufficient number of holders of IHS Markit's outstanding notes have agreed to the proposed amendments to the indentures. These amendments are crucial for streamlining the debt of IHS Markit, making it more compatible with S&P Global's financial framework post-merger.

The details of the new notes to be issued by S&P Global are outlined in the offering memorandum. The actual settlement of the exchange offers, where investors receive the new notes and cash, is expected to occur promptly after the merger closes and the exchange offers expire. Investors can refer to the offering memorandum for the terms of the exchange.