| Item 1.01 | Entry Into a Material Agreement. |
Senior Notes Offering
On March 18, 2022, S&P Global Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $1,250,000,000 aggregate principal amount of its 2.450% Senior Notes due 2027, $1,250,000,000 aggregate principal amount of its 2.700% Sustainability-Linked Senior Notes due 2029, $1,500,000,000 aggregate principal amount of its 2.900% Senior Notes due 2032, $1,000,000,000 aggregate principal amount of its 3.700% Senior Notes due 2052 and $500,000,000 aggregate principal amount of its 3.900% Senior Notes due 2062 (collectively, the “New Notes”). The New Notes were sold under a purchase agreement, dated as of March 4, 2022, entered into by and among the Company, Standard & Poor’s Financial Services LLC (the “Guarantor”) and each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as representatives of the several initial purchasers (the “Initial Purchasers”) named therein, for resale in the United States to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and outside the United States to non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act.
The New Notes are governed by an indenture dated as of May 26, 2015 (the “Base Indenture”), among the Company, the Guarantor and U.S. Bank Trust Company, National Association, successor in interest to U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the eighth supplemental indenture dated as of March 18, 2022, among the Company, the Guarantor and the Trustee (the “Eighth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). Each series of New Notes is fully and unconditionally guaranteed by the Guarantor on a senior unsecured basis (the “Guarantees” and, together with the New Notes, the “Securities”).
The Company intends to use the net proceeds from the Offering, together with cash on hand if and to the extent necessary, to (i) pay the purchase price for, and accrued and unpaid interest on, any and all of the Company’s outstanding 5.000% senior notes due 2022, 4.000% senior notes due 2025 and 4.750% senior notes due 2025 validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Company’s previously announced cash tender offer (the “Tender Offer”), and to pay related fees and expenses in connection with the Tender Offer, and (ii) redeem all of the Company’s outstanding 4.125% senior notes due 2023, 3.625% senior notes due 2024 and 4.000% senior notes due 2026. The Company intends to use any remaining net proceeds for general corporate purposes.
The terms of the Securities are governed by the Indenture, which contains covenants that, among other things, limit the Company’s ability to (i) create, assume, incur or guarantee any indebtedness for money borrowed secured by a lien on any of its properties or assets, without securing the Securities equally and ratably with (or prior to) such secured indebtedness and (ii) consolidate with or merge into any other person or convey or transfer its properties and assets substantially as an entirety to any person. The Company has the right to redeem the Securities at any time on the terms provided in the Indenture. Upon the occurrence of a Change of Control Triggering Event, as defined in the Indenture, unless the Company has exercised its right to redeem all of the Securities, each holder will have the right to require the Company to repurchase its Securities at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest. The Indenture also contains customary events of default. Indebtedness under the Securities may be accelerated in certain circumstances upon an event of default as set forth in the Indenture.
