8-KOther EventsExhibits & Filings

S&P Global Inc. 8-K Report, Corporate Update (Jan 27, 2022)

Filed January 27, 2022For Securities:SPGI

Summary

S&P Global Inc. (SPGI) announced an extension of the expiration date for its exchange offers and consent solicitations related to IHS Markit Ltd. notes. This move is directly tied to the pending merger between S&P Global and IHS Markit, which is anticipated to close in the first quarter of 2022. The extension pushes the expiration date to February 22, 2022, providing more time for these financial arrangements to align with the merger's closing timeline. Investors should note that while the exchange offers and consent solicitations were commenced in November 2021, the amendments to the IHS Markit indentures (which eliminate restrictive covenants) have received the necessary consents. However, these amendments will only become effective upon the settlement of the exchange offers, which is contingent on the successful closure of the merger. The settlement of these offers is expected shortly after the new expiration date and is conditioned upon the merger's completion.

Key Highlights

  • 1S&P Global Market Intelligence Inc. has extended the expiration date for its offers to exchange IHS Markit Ltd. notes.
  • 2The expiration date for the exchange offers and consent solicitations has been moved from February 1, 2022, to February 22, 2022.
  • 3These offers are a component of the pending merger between S&P Global Inc. and IHS Markit.
  • 4The merger is expected to close in the first quarter of 2022.
  • 5The amendments to IHS Markit indentures, which remove restrictive covenants, have received the requisite consents.
  • 6These amendments will become operative only upon the settlement of the exchange offers, which is conditioned on the merger's closing.
  • 7The settlement is expected to occur promptly after the new expiration date and no earlier than the first business day after the merger's closing.

Frequently Asked Questions

The expiration date has been extended to February 22, 2022, to ensure that the exchange offers and consent solicitations align with the expected closing timeline of the pending merger between S&P Global and IHS Markit. The settlement of these offers is conditioned upon the closing of the merger.

The necessary consents to adopt the amendments, which will eliminate substantially all restrictive covenants and certain default provisions in the IHS Markit indentures, have been received. However, these amendments will only become operative once the exchange offers have been settled, which is dependent on the merger's completion.

The merger between S&P Global and IHS Markit is expected to close in the first quarter of 2022.

S&P Global is offering up to $4,642,848,000 aggregate principal amount of new notes to be issued by the Company, along with cash, in exchange for the outstanding IHS Markit notes.