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): April 3, 2019
IHS MARKIT LTD.
(Exact Name of Registrant as Specified in Its Charter)
| | | |
| Bermuda | 001-36495 | 98-1166311 |
(State or Other Jurisdiction of
Incorporation or Organization) | (Commission File Number) | (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 (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | 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).
Emerging growth company☐
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.☐
Item 1.01 Entry into a Material Definitive Agreement
On April 8, 2019, IHS Markit Ltd. (the “Company”) completed its previously announced public offering and sale of $400,000,000 aggregate principal amount of its 3.625% senior notes due 2024 (the “2024 Notes”) and $600,000,000 aggregate principal amount of its 4.250% senior notes due 2029 (the “2029 Notes” and, together with the 2024 Notes, the “Notes”), pursuant to an underwriting agreement (the “Underwriting Agreement”), dated April 3, 2019, among the Company and Citigroup Global Markets Inc., Morgan Stanley & Co. LLCandRBC Capital Markets, LLC, as representatives of the several underwriters named therein.
The sale of the Notes was made pursuant to the Company’s Registration Statement on Form S-3 (Registration No. 333-224290), including a prospectus supplement dated April 3, 2019 to the prospectus contained therein dated April 13, 2018, filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
The Company issued the Notes under an indenture dated as of July 23, 2018 (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by a supplemental indenture dated as of April 8, 2019 for each series of Notes (each, a “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each between the Company and the Trustee. The Base Indenture and each Supplemental Indenture (including the forms of each series of Notes) are filed as Exhibits 4.1 through 4.5 to this report and are incorporated herein by reference. The following description of the Notes and the Indenture is a summary and is not meant to be a complete description thereof.
The terms of the Notes are governed by the Indenture, which contains covenants that, among other things, limit the Company’s ability to create liens over its assets, enter into certain sale and leaseback transactions and enter into mergers, consolidations, or sell or assign, transfer, lease or convey all or substantially all of its properties and assets. The Indenture also contains customary events of default. Indebtedness under the Notes may be accelerated in certain circumstances upon an event of default as set forth in the Indenture.
The 2024 Notes will bear interest at the rate of 3.625% per annum, which is payable in cash on a semi-annual basis on May 1 and November 1 of each year, commencing on November 1, 2019.
The 2029 Notes will bear interest at the rate of 4.250% per annum, which is payable in cash on a semi-annual basis on May 1 and November 1 of each year, commencing on November 1, 2019.
The Company intends to use the net proceeds from this offering to repay amounts outstanding in respect of Multi-Year Term Loans and/or the 2018 Revolver, in each case under its Multi-Year Credit Agreement.
The description above does not purport to be complete and is qualified in its entirety by the Underwriting Agreement and the Indenture, each of which is filed as an Exhibit to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.
Item 8.01 Other Events
In connection with the offering of the Notes, as described in response to Item 1.01 of this Current Report on Form 8-K, the following exhibits are filed with this Current Report on Form 8-K and are incorporated by reference herein and into the Registration Statement: (i) the Underwriting Agreement, (ii) the Base Indenture, (iii) each Supplemental Indenture, (iv) the form of note for each series of Notes and (v) the opinion of Davis Polk & Wardwell LLP and related consent.
| Item 9.01. | Financial Statements and 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.
| | | IHS MARKET LTD. |
| | | |
| | | |
| April 8, 2019 | | By: | /s/ Todd Hyatt |
| | | | | Name: | Todd Hyatt |
| | | | | Title: | Executive Vice President and Chief Financial Officer |
