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): November 19, 2019
S&P Global Inc.
(Exact Name of Registrant as specified in its charter)
New York | 1-1023 | 13-1026995 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File No.) | (IRS Employer Identification No.) |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Class | Trading Symbol | Name of Exchange on which registered | ||
Common stock (par value $1.00 per share) | SPGI | New York Stock Exchange |
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 8.01 | Other Events |
On November 19, 2019, S&P Global Inc. (the “Company”) and Standard & Poor’s Financial Services LLC, as guarantor (the “Guarantor”), entered into an underwriting agreement with Goldman Sachs & Co. LLC, BofA Securities, Inc., Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC. as representatives (the “Representatives”) of the several Underwriters named therein (the “Underwriters”), in connection with the sale of $500,000,000 aggregate principal amount of the Company’s 2.500% Senior Notes due 2029 and $600,000,000 aggregate principal amount of the Company’s 3.250% Senior Notes due 2049 (together, the “Notes”). The Notes will be fully and unconditionally guaranteed by the Guarantor and, subject to customary closing conditions, the Underwriters expect to deliver the Notes to the purchasers on or about November 26, 2019. The Notes were offered by the Company pursuant to an effective shelf registration statement on Form S-3 on file with the Securities and Exchange Commission. A copy of the underwriting agreement is attached hereto as Exhibit 1.1.
On November 19, 2019, the Company issued a press release announcing the offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1.
On November 19, 2019, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
(1.1) | ||||
(99.1) | ||||
(99.2) | ||||
(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 Form 8-K 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 & Associate General Counsel | ||
Dated: November 19, 2019
[Signature page to Offering Pricing 8-K]