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): September 12, 2023
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:
Title of each 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 1.01 | Entry Into a Material Agreement. |
Senior Notes Offering
On September 12, 2023, S&P Global Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $750,000,000 aggregate principal amount of its 5.250% Senior Notes due 2033 (the “Notes”). The Notes were sold under a purchase agreement, dated as of September 7, 2023, entered into by and among the Company, Standard & Poor’s Financial Services LLC (the “Guarantor”) and each of BofA Securities, Inc. and Citigroup Global Markets Inc., 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 accordance with Regulation S under the Securities Act.
The 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 ninth supplemental indenture dated as of September 12, 2023, among the Company, the Guarantor and the Trustee (the “Ninth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Notes are fully and unconditionally guaranteed by the Guarantor on a senior unsecured basis (the “Guarantee” and, together with the Notes, the “Securities”).
The Company intends to use the net proceeds from the Offering to repay its outstanding commercial paper borrowings and for general corporate purposes, including repaying or repurchasing existing indebtedness of the Company or its subsidiaries.
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.
The above descriptions of the Indenture and the Securities are qualified in their entirety by reference to the text of the Base Indenture, a copy of which is included as Exhibit 4.1 to this Current Report on Form 8-K and the Ninth Supplemental Indenture (including the form of the Notes included therein), a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K.
Registration Rights Agreement
On September 12, 2023, in connection with the issuance of the Notes, the Company and the Guarantor entered into a registration rights agreement (the “Registration Rights Agreement”) with the Initial Purchasers. The Company agreed under the Registration Rights Agreement to use its commercially reasonable efforts to (i) file a registration statement on an appropriate registration form with respect to a registered offer to exchange the Notes for new notes, with terms substantially identical in all material respects to the Notes, and (ii) cause the registration statement to become effective
under the Securities Act. The Company shall be obligated to pay additional interest on the Notes (i) if it does not complete the exchange offer on or prior to the 365th day after the issuance of the Notes (the “Target Registration Date”), (ii) if the shelf registration statement with respect to the Notes (if required to be filed) is not declared effective on or prior to the Target Registration Date, (iii) if the Company receives a request for filing of a shelf registration statement from any of the Initial Purchasers pursuant to the terms of the Registration Rights Agreement, and the shelf registration statement required to be filed thereby has not become effective by the later of (a) the Target Registration Date and (b) 90 days after delivery of such request, or (iv) the shelf registration statement with respect to the Notes (if required to be filed) has become effective and thereafter ceases to be effective or the prospectus contained therein ceases to be usable and such failure to remain effective or usable exists for more than 90 days in a 12-month period.
The above description of the Registration Rights Agreement is qualified in its entirety by reference to the text of the Registration Rights Agreement, a copy of which is included as Exhibit 4.4 to this Current Report on Form 8-K and incorporated herein in its entirety.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K under the caption “Senior Notes Offering” is incorporated by reference into this Item 2.03.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this report:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this 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 & Chief Corporate Counsel | ||||||
Dated: September 12, 2023