Summary
S&P Global Inc. (SPGI) has filed an 8-K report on February 28, 2022, announcing the completion of its previously announced merger with IHS Markit. This landmark transaction, effective February 28, 2022, makes IHS Markit a wholly owned subsidiary of S&P Global. As a condition for regulatory approval, both S&P Global and IHS Markit have agreed to divest certain businesses. S&P Global will divest its CUSIP Global Services, Leveraged Commentary and Data (LCD) business, and related leveraged loan indices. IHS Markit will divest its Oil Price Information Services (OPIS) and base chemicals business. The company is providing unaudited pro forma combined financial information to illustrate the estimated effects of the merger, assuming it closed on January 1, 2020. This information, presented in Exhibit 99, allows investors to see a combined operational view for 2021 and 2020, adjusted for the divestitures and fiscal year alignment. The furnished pro forma financial information is intended to help investors understand the combined entity's operating performance by presenting it consistently with management's anticipated reporting. It includes adjustments for the merger, fiscal year-end alignment, divestitures, and reallocation of centralized expenses. Investors are advised to review this pro forma data in conjunction with the historical consolidated financial statements of both S&P Global and IHS Markit for the relevant periods. The report also clarifies that the furnished information, including Exhibit 99, is not deemed "filed" under Section 18 of the Securities Exchange Act of 1934 and will not be incorporated into future filings unless expressly stated.
Key Highlights
- 1Completion of the merger between S&P Global Inc. and IHS Markit, effective February 28, 2022.
- 2IHS Markit is now a wholly owned subsidiary of S&P Global.
- 3Divestitures required for regulatory approval include S&P Global's CUSIP Global Services, LCD business, and related indices; IHS Markit's OPIS and base chemicals business.
- 4Unaudited pro forma combined financial information for 2021 and 2020 is provided to illustrate the merger's estimated impact.
- 5Pro forma information assumes the merger closed on January 1, 2020, and includes adjustments for divestitures and fiscal year alignment.
- 6The pro forma data is furnished to aid investor comparison of operating performance and is presented consistently with management's anticipated reporting.
- 7Non-GAAP financial measures are included with reconciliations to GAAP in Exhibit 99, intended for meaningful comparison.