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): August 13, 2015
McGRAW HILL FINANCIAL, INC.
(Exact Name of Registrant as Specified in Charter)
New York
(State or Other Jurisdiction of Incorporation)
| 1-1023 | 13-1026995 | |
(Commission File Number) | (IRS Employer Identification No.) | |
55 Water Street New York, New York | 10020 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(212) 438-2000
Registrant’s telephone number, including area code:
n/a
(Former Name or Former Address, if Changed Since Last Report)
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 Instruction 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)) |
Item 8.01 Other Events
On August 13, 2015, McGraw Hill Financial, Inc. (the “Company”), announced the pricing of its offering of $2.0 billion in aggregate principal amount of senior notes in three tranches with varying maturities as set forth below (collectively, the “Notes”).
| • | $400 million aggregate principal amount of 2.50% senior notes due 2018 (the “2018 Notes”) |
| • | $700 million aggregate principal amount of 3.30% senior notes due 2020 (the “2020 Notes”) |
| • | $900 million aggregate principal amount of 4.40% senior notes due 2026 (the “2026 Notes”) |
The Notes were issued 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 August 18, 2015, subject to customary closing conditions.
Interest on the 2018 Notes and the 2026 Notes is payable semi-annually in cash in arrears on February 15 and August 15 of each year, beginning on February 15, 2016. Interest on the 2020 Notes is payable semi-annually in cash in arrears on February 14 and August 14 of each year, beginning on February 14, 2016. The Notes will be guaranteed by the Company’s subsidiary Standard & Poor’s Financial Services LLC.
The Company intends to use the net proceeds from the offering to finance the previously announced acquisition of SNL Financial LC and for general corporate purposes.
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 under the Securities Act, the Company is filing as Exhibit 99.1 hereto the press release dated August 13, 2015.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| 99.1 | Press release dated August 13, 2015 announcing the pricing of the offering of the Notes | |
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.
| Date: August 13, 2015 | By: | /s/ Scott L. Bennett | ||||||
| Name: | Scott L. Bennett | |||||||
| Title: | Senior Vice President, Associate General Counsel and Secretary | |||||||
EXHIBIT INDEX
Exhibit | Exhibit Description | |
| 99.1 | Press release dated August 13, 2015 announcing the pricing of the offering of the Notes | |