| Item 1.01. | Entry into a Material Definitive Agreement. |
On January 14, 2023, IHS Markit Ltd., a Bermuda exempted company limited by shares (“Seller”) and an indirect wholly-owned subsidiary of S&P Global Inc. (“SPGI”), entered into a Securities and Asset Purchase Agreement (the “Agreement”) with Allium Buyer LLC, a Delaware limited liability company (“Purchaser”) controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”), pursuant to which Seller has agreed to sell its global engineering solutions business (the “Business”) to Purchaser for $975,000,000 in cash, subject to customary purchase price adjustments, as specified in the Agreement (the “Transaction”). In connection with the Agreement, Seller will undertake an internal restructuring of the Business prior to the closing of the Transaction (the “Closing”), as specified in the Agreement (the “Pre-Closing Restructuring”).
In the Agreement, Seller and Purchaser have made customary representations and warranties and have agreed to customary covenants relating to the Transaction. Specifically, before the Closing, Seller is subject to certain restrictions with respect to the Business. The parties have agreed to customary indemnities for a transaction of this type. In addition, the Agreement contains covenants that require each of Seller and Purchaser to use its reasonable best efforts to take all actions necessary, proper or advisable to satisfy the conditions precedent to the Transaction and obtain all required regulatory approvals.
The consummation of the Transaction is subject to the satisfaction (or, to the extent permitted by law, waiver) of certain customary closing conditions, including (i) receipt of required regulatory approvals, (ii) completion of certain portions of the Pre-Closing Restructuring in specified jurisdictions pursuant to the Agreement, (iii) certain representations and warranties in the Agreement remaining true and correct, subject to agreed upon materiality standards, (iv) performance by the parties of pre-Closing covenants of the Agreement in all material respects and (v) the absence of any judgment or law prohibiting the consummation of the Transaction. There is no financing condition to the obligation of Purchaser to consummate the Transaction.
The Agreement also contains certain customary termination rights, including the right of either party to terminate the Agreement if the Closing has not occurred by July 14, 2023 (subject to extension in certain circumstances).
Seller and Purchaser have also agreed to enter into related transaction agreements at the Closing, including a transition services agreement.
The above description of the Agreement and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement.
On January 17, 2023, SPGI and KKR issued a joint press release announcing Seller’s and Purchaser’s entry into the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This Form 8-K 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 industries and markets in which SPGI operate and beliefs of and assumptions made by SPGI’s management involve uncertainties that could significantly affect the financial or operating results of SPGI. 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. 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.
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