On April 4, 2022, S&P Global Inc., a New York corporation (“S&P Global”), issued a press release announcing that it had entered into an asset purchase agreement with Morningstar, Inc., an Illinois corporation (“Morningstar”), providing, among other things, that, upon the terms and subject to the conditions set forth therein, S&P Global will sell all right, title and interest in and to its Leveraged Commentary and Data business and its related family of leveraged loan indices to Morningstar (the “Transaction”). The Transaction is subject to customary closing conditions, including antitrust approvals.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and projections about future business and operating results, the industry and markets in which S&P Global operates and beliefs of and assumptions made by S&P Global management, involve uncertainties that could significantly affect the financial or operating results of S&P Global, including those of IHS Markit with which it has completed a merger. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “will,” “should,” “may,” “projects,” “could,” “would,” “target,” “estimates” or variations of such words and other similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words. In particular, the sale transaction described is subject to certain risks and uncertainties, including the ability to obtain all required regulatory approvals, as well as risks relating to any unforeseen liabilities, losses, and declines in economic performance.
These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in such forward-looking statements. We can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. More detailed information about factors that may affect our performance may be found in our filings with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on S&P Global’s consolidated financial condition, results of operations, credit rating or liquidity. Except to the extent required by applicable law or regulation, S&P Global disclaims any duty to update any forward-looking statements contained in this communication or to otherwise update any of the above-referenced factors.
| Item 9.01 | Financial Statements and Exhibits |
