UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On March 1, 2022, S&P Global Inc. (the “Company”) announced the expiration and final results of the previously announced (i) offers to exchange (collectively, the “Exchange Offers”) any and all outstanding notes (the “IHS Markit Notes”) issued by IHS Markit Ltd. (“IHS Markit”) for up to $4,642,848,000 aggregate principal amount of new notes to be issued by the Company and cash and (ii) solicitations of consents (collectively, the “Consent Solicitations”) to adopt certain proposed amendments (the “Amendments”) that would eliminate substantially all restrictive covenants and certain events of default and other provisions in each of the indentures (collectively, the “IHS Markit Indentures”) governing the IHS Markit Notes, commenced by S&P Global Market Intelligence Inc., a wholly owned subsidiary of the Company on November 16, 2021. The Exchange Offers and Consent Solicitations expired at 5:00 p.m., New York City time, on February 28, 2022.
The Exchange Offers and Consent Solicitations were made pursuant to the terms and subject to the conditions set forth in the confidential offering memorandum and consent solicitation statement dated November 16, 2021, as amended by the press releases dated January 27, 2022, in a private offering exempt from, or not subject to, registration under the Securities Act of 1933, as amended, and were conditioned upon, among other things, the closing of the merger between the Company and IHS Markit, which was completed on February 28, 2022. As of the Expiration Date, all conditions to the Exchange Offers and Consent Solicitations were satisfied. The settlement date of the Exchange Offers and Consent Solicitations is expected to occur on March 2, 2022.
On November 30, 2021, the requisite number of consents were received to adopt the Amendments with respect to all outstanding series of IHS Markit Notes, and IHS Markit executed supplemental indentures to the IHS Markit Indentures implementing the Amendments. The Amendments will become operative only upon the settlement of the Exchange Offers.
A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this report:
| (99.1) | Press Release, dated March 1, 2022. | |
| (104) | Cover Page Interactive Data File (formatted as Inline XBRL). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| S&P Global Inc. |
| /s/ Alma Rosa Montanez |
| By: Alma Rosa Montanez Assistant Corporate Secretary & Chief Corporate Counsel |
Dated: March 1, 2022