UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November28, 2017
Commission file number 001-36495
IHS MARKIT LTD.
(Exact name of registrant as specified in its charter)
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| Bermuda | | 98-1166311 |
(State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification Number) |
4th Floor, Ropemaker Place,
25 Ropemaker Street
London, England
EC2Y 9LY
(Address of principal executive offices)
+44 20 7260 2000
(Registrant’s telephone number, including area code)
Former name or former address, if changed since last report: Not Applicable
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Emerging growth company | | | ☐ | |
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| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | | ☐ | |
On November 28, 2017, IHS Markit Ltd., a Bermuda exempted company (the “Company”), announced the pricing of its offering of $500 million in aggregate principal amount of its 4.00% Senior Notes due 2026 (the “Notes”), which represents an increase of $100 million to the aggregate principal amount contained in the Company’s news release issued this morning, in a private placement transaction pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The offering is expected to close on December 1, 2017, subject to customary closing conditions.
The Notes will bear interest at a rate of 4.00% per annum and will pay interest semi-annually in cash in arrears on March 1 and September 1 of each year, beginning on March 1, 2018. The Notes will mature on March 1, 2026. The Company intends to use the net proceeds from the offering of the Notes to repay amounts outstanding under its revolving credit facility.
The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder. Pursuant to Rule 135c of the Securities Act, the Company is filing herewith the press release dated November 28, 2017.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
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 thereunto duly authorized.
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| | | | | IHS MARKIT LTD. |
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| November 28, 2017 | | | | By: | | /s/ Todd S. Hyatt |
| | | | | Name: | | Todd S. Hyatt |
| | | | | Title: | | Executive Vice President and Chief Financial Officer |
