UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported) September 1, 2015
McGRAW HILL FINANCIAL, INC.
(Exact Name of Registrant as specified in its charter)
| New York | 1-1023 | 13-1026995 |
| (State or other | (Commission | (IRS Employer |
| jurisdiction of | File No.) | Identification No.) |
| incorporation or | ||
| organization) | ||
55 Water Street, New York, New York 10041
(Address of Principal Executive Offices) (Zip Code)
(212) 438-1000
(Registrant’s telephone number, including area code)
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)
¨ 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))
Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 1, 2015, McGraw Hill Financial, Inc. (the “Registrant” or the “Company”) filed a Current Report on Form 8-K (the "Original Form 8-K") reporting that on September 1, 2015, the Company closed its acquisition of SNL Financial LC (“SNL Financial”). This Form 8-K/A amends the Original Form 8-K to include the historical audited and unaudited financial statements of SNL Financial and the pro forma condensed combined financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that were excluded from the Original Form 8-K in reliance on the instructions to such items.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of SNL Financial for the year ended December 31, 2014 are filed herewith as Exhibit 99.1. The unaudited financial statements of SNL Financial for the six months ended June 30, 2015 are filed herewith as Exhibit 99.2. The consent of Deloitte & Touche LLP, SNL Financial's independent auditors, is attached as Exhibit 23.1 to this Form 8-K/A.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company and SNL Financial for the year ended December 31, 2014 and as of and for the six months ended June 30, 2015 are filed herewith as Exhibit 99.3.
(d) Exhibits
Exhibit Number | Description |
| 23.1 | Consent of Deloitte & Touche LLP, Independent Auditors of SNL Financial |
| 99.1 | Audited financial statements of SNL Financial for the year ended December 31, 2014 |
| 99.2 | Unaudited financial statements of SNL Financial for the six months ended June 30, 2015 |
| 99.3 | Unaudited pro forma condensed combined financial information of the Company and SNL Financial for the year ended December 31, 2014 and as of and for the six months ended June 30, 2015 |
SIGNATURE
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.
Dated: October 29, 2015
| By: | /s/ Scott L. Bennett | |
| Name: | Scott L. Bennett | |
| Title: | Senior Vice President, | |
| Associate General Counsel and Secretary | ||
EXHIBIT INDEX
Exhibit Number | Description |
| 23.1 | Consent of Deloitte & Touche LLP, Independent Auditors of SNL Financial |
| 99.1 | Audited financial statements of SNL Financial for the year ended December 31, 2014 |
| 99.2 | Unaudited financial statements of SNL Financial for the six months ended June 30, 2015 |
| 99.3 | Unaudited pro forma condensed combined financial information of the Company and SNL Financial for the year ended December 31, 2014 and as of and for the six months ended June 30, 2015 |