What is the total expected proceeds from these divestitures?

The combined net proceeds from the sale of the CUSIP Global Services (CGS) division and IHS Markit's base chemicals business are anticipated to be approximately $1.3 billion, after accounting for taxes and payments to CGS's industry partner.

What is the significance of the CGS sale in relation to the S&P Global-IHS Markit merger?

The sale of the CGS division to FactSet is a condition precedent for the closing of the pending merger between S&P Global Inc. and IHS Markit Ltd. This indicates that regulatory or strategic approvals related to the CGS business are likely requirements for the broader merger to proceed.

Are there any financing conditions for these sales?

The filing explicitly states that there is no financing condition for FactSet's obligation to consummate the CGS Transaction. This suggests that FactSet has secured its financing and is committed to the purchase, independent of external financing arrangements.

What are the key conditions for closing these transactions?

Both transactions are subject to customary closing conditions. For the CGS sale, these include the expiration of HSR waiting periods, European Commission approval of FactSet as a purchaser, accuracy of representations and warranties, material compliance with covenants, and importantly, the consummation of the S&P Global-IHS Markit merger. The base chemicals transaction also requires certain regulatory approvals and the closing of the S&P Global-IHS Markit merger.

SPGI 8-K: Material Agreements

Summary

S&P Global Inc. (SPGI) filed an 8-K on December 27, 2021, detailing two significant divestitures: the sale of its CUSIP Global Services (CGS) division to FactSet Research Systems Inc. for $1.925 billion and the sale of IHS Markit's base chemicals business to News Corp for $295 million. These transactions are strategic moves, with the CGS sale being a key condition for the completion of S&P Global's pending merger with IHS Markit. The combined net proceeds from these sales are anticipated to be approximately $1.3 billion, after accounting for taxes and payments to CGS's industry partner. Investors should note that the closing of these deals is subject to customary conditions, including regulatory approvals and the successful completion of the S&P Global-IHS Markit merger.

Key Highlights

1Sale of CUSIP Global Services (CGS) division to FactSet for $1.925 billion.
2Sale of IHS Markit's base chemicals business to News Corp for $295 million.
3Expected aggregate net proceeds of approximately $1.3 billion from both divestitures.
4CGS sale is a condition for the closing of the S&P Global Inc. - IHS Markit merger.
5Transactions are subject to customary closing conditions, including regulatory approvals.
6The CGS sale includes an Asset Purchase Agreement and a Novation Agreement with the American Bankers Association.
7No financing condition is associated with FactSet's obligation to close the CGS transaction.

S&P Global Inc. 8-K Report, Material Agreement (Dec 27, 2021)

Summary

Key Highlights

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