8-KLeadership ChangesAcquisitions & DispositionsOther Events+1

S&P Global Inc. 8-K Report, Acquisition Completed (Feb 28, 2022)

Filed February 28, 2022For Securities:SPGI

Summary

S&P Global Inc. (SPGI) has officially announced the completion of its merger with IHS Markit Ltd., a significant development for investors. The transaction, effective February 28, 2022, sees IHS Markit become a wholly owned subsidiary of S&P Global. Each IHS Markit common share has been exchanged for 0.2838 shares of S&P Global common stock, with provisions for cash in lieu of fractional shares. This merger, initially announced in November 2020, marks a pivotal moment, creating a larger, more integrated entity in the financial information and analytics sector. Investors should note that while the merger has closed, detailed financial statements and pro forma information for the combined entity will be filed in a subsequent amendment within 71 days. The appointment of four new directors to S&P Global's Board, effective upon the merger's completion, also signals integration efforts. The market will be closely watching the performance and strategic execution of the combined company in the coming periods.

Key Highlights

  • 1Completion of the merger between S&P Global Inc. (SPGI) and IHS Markit Ltd. effective February 28, 2022.
  • 2IHS Markit Ltd. is now a wholly owned subsidiary of S&P Global Inc.
  • 3IHS Markit shareholders received 0.2838 shares of S&P Global common stock for each IHS Markit common share, plus cash for fractional shares.
  • 4The merger was initially announced on November 29, 2020.
  • 5Four new directors (Jacques Esculier, Gay Huey Evans, Robert P. Kelly, and Deborah McWhinney) have been appointed to S&P Global's Board of Directors, effective with the merger.
  • 6Detailed financial statements and pro forma information for the acquired business will be filed via amendment within 71 days.
  • 7A joint press release announcing the consummation of the merger was issued on February 28, 2022.

Frequently Asked Questions

The main event reported is the completion of the merger between S&P Global Inc. (SPGI) and IHS Markit Ltd., which officially closed on February 28, 2022. IHS Markit has now become a wholly owned subsidiary of S&P Global.

Each common share of IHS Markit was converted into the right to receive 0.2838 newly issued shares of S&P Global common stock. Investors also received cash for any fractional shares of S&P Global stock they would have otherwise received.

The filing states that the required financial statements of the acquired business (IHS Markit) and pro forma financial information for the combined entity will be filed by amendment to this report within 71 calendar days after the filing date of this 8-K (which was February 28, 2022).

Yes, effective upon the completion of the merger, four new directors have been appointed to the S&P Global Board of Directors: Jacques Esculier, Gay Huey Evans, Robert P. Kelly, and Deborah McWhinney.