Exhibit (99.2)
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Offers to Exchange the Registered Notes Set Forth Below that Have Been Registered Under the Securities Act of 1933, as amended for Any and All Outstanding Restricted Notes set Forth Opposite the Corresponding Registered Notes
| | |
Registered Notes | | Restricted Notes |
4.750% Senior Notes due 2028 | | 4.750% Senior Notes due 2028 |
4.250% Senior Notes due 2029 | | 4.250% Senior Notes due 2029 |
INSTRUCTION TO REGISTERED HOLDER AND/OR
BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER
To Registered Holder
and/or Participant of the Book-Entry Transfer Facility:
The undersigned hereby acknowledges receipt of the Prospectus dated , 2023 (the “Prospectus”) of S&P Global Inc., a New York corporation (the “Company”) and Standard & Poor’s Financial Services LLC (the “subsidiary guarantor”), and the accompanying Letter of Transmittal (the “Letter of Transmittal”), that together constitute the Company’s offer (the “Exchange Offer”). Capitalized terms used but not defined herein have the meanings as ascribed to them in the Prospectus or the Letter of Transmittal.
This will instruct you, the registered holder and/or book-entry transfer facility participant, as to the action to be taken by you relating to the Exchange Offer with respect to the unregistered 4.750% Senior Notes due 2028 (the “Old 2028 Notes”) and/or the unregistered 4.250% Senior Notes due 2029 (the “Old 2029 Notes” and, together with the Old 2028 Notes, the “Old Notes”) held by you for the account of the undersigned.
The aggregate face amount of the Old Notes held by you for the account of the undersigned is (fill in amount):
$ of the 4.750% Senior Notes due 2028
$ of the 4.250% Senior Notes due 2029
With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):
| ☐ | To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered, if any): |
$ of the 4.750% Senior Notes due 2028
$ of the 4.250% Senior Notes due 2029
| ☐ | NOT to TENDER any of the Old Notes held by you for the account of the undersigned. |
If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations, that (i) the holder is not an “affiliate” (as defined in Rule 405 of the Securities Act) of the Company or the subsidiary guarantor, (ii) any New Notes to be received by the holder are being acquired in the ordinary course of its business, and (iii) the holder has no arrangement or understanding with any person to participate, and is not engaged and does