8-KOther EventsExhibits & Filings

S&P Global Inc. 8-K Report, Corporate Update (Feb 16, 2022)

Filed February 16, 2022For Securities:SPGI

Summary

S&P Global Inc. (SPGI) has announced an extension to the expiration date for its offers to exchange outstanding notes issued by IHS Markit Ltd. and solicitations of consents related to those notes. The expiration date has been moved from February 22, 2022, to February 28, 2022. This action is directly tied to S&P Global's pending merger with IHS Markit, which is expected to close in the first quarter of 2022. Investors should note that the exchange offers and consent solicitations are conditioned upon the successful closing of the merger. While the necessary consents for amendments to the IHS Markit indentures have been received, these amendments will only become effective upon the settlement of the exchange offers. The settlement is anticipated to occur shortly after the new expiration date and is contingent on the merger's completion.

Key Highlights

  • 1S&P Global Market Intelligence Inc. (a subsidiary of SPGI) extended the expiration date for exchange offers and consent solicitations related to IHS Markit notes.
  • 2The new expiration date for these offers is February 28, 2022.
  • 3These actions are in connection with the pending merger between S&P Global and IHS Markit.
  • 4The exchange offers and consent solicitations are conditioned upon the closing of the merger.
  • 5The merger is expected to be completed in the first quarter of 2022.
  • 6Required consents to amend IHS Markit indentures have been obtained, but amendments are operative only upon settlement of the exchange offers.
  • 7Settlement of the exchange offers is expected to occur promptly after the new expiration date and is contingent on the merger's closing.

Frequently Asked Questions

These actions are being taken in connection with S&P Global's pending merger with IHS Markit. They are designed to allow holders of IHS Markit notes to exchange their existing notes for new notes issued by S&P Global and cash, and to obtain consent for amendments to the terms of the IHS Markit notes.

The extension is a procedural step likely taken to align the closing of the exchange offers and consent solicitations with the anticipated closing of the merger between S&P Global and IHS Markit. The settlement of these offers is contingent on the merger's completion.

The closing of the merger is a condition precedent for the settlement of both the exchange offers and the consent solicitations. The amendments to the IHS Markit indentures will become effective only upon the settlement of these offers, which in turn depends on the merger's completion.

The settlement is expected to occur promptly after the new expiration date of February 28, 2022, but no earlier than the first business day after the merger has closed. The overall timeline is dependent on the successful completion of the S&P Global and IHS Markit merger, which is anticipated in Q1 2022.