Item 8.01, "Other Events"
On March 20, 2020, Moody's Corporation (the "Company") entered into an
underwriting agreement by and among the Company and BofA Securities, Inc.,
Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives
of the several underwriters named therein (the "Underwriting Agreement"), with
respect to the issuance and sale of $700 million aggregate principal amount of
the Company's 3.750% Senior Notes due 2025 (the "notes"). The offer of the notes
was registered under the Company's Registration Statement on Form S-3
(Registration No. 333-236611) (the "Registration Statement") filed with the
Securities and Exchange Commission (the "Commission") on February 25, 2020. On
March 24, 2020, the Company closed its public offering of the notes.
The notes were issued under an Indenture between the Company and Wells Fargo
Bank, National Association, as trustee (the "Trustee"), dated as of August 19,
2010 (the "Base Indenture"), as supplemented by the eleventh supplemental
indenture, dated as of March 24, 2020 (the "Eleventh Supplemental Indenture"
and, together with the Base Indenture, the "Indenture"). The net proceeds of the
offering are expected to be used for general corporate purposes.
The notes bear interest at the fixed rate of 3.750% per year and mature on
March 24, 2025. Interest on the notes will be due semiannually on March 24 and
September 24 of each year, commencing September 24, 2020. The Company may
redeem, in whole or in part, the notes at any time prior to February 24, 2025 at
a price equal to the greater of (i) 100% of the principal amount being prepaid,
plus accrued and unpaid interest to, but excluding, the redemption date, and
(ii) the make-whole redemption price set forth in the relevant series of notes,
plus accrued and unpaid interest to, but excluding, the redemption date.
Notwithstanding the immediately preceding sentence, the Company may redeem the
notes, in whole or in part, at any time on or after February 24, 2025 (one month
prior to their maturity), at a redemption price equal to 100% of the principal
amount of the notes to be redeemed, plus accrued and unpaid interest, if any,
to, but excluding, the redemption date.
Additionally, at the option of the holders of the notes, the Company may be
required to purchase all or a portion of the notes upon the occurrence of a
"Change of Control Triggering Event" (as defined in the Indenture), at a price
equal to 101% of the principal amount thereof, plus accrued and unpaid interest
to the date of purchase.
The Indenture contains covenants that limit the ability of the Company and
certain of its subsidiaries to, among other things, incur or create liens and
enter into sale and leaseback transactions. In addition, the Indenture contains
a covenant that limits the ability of the Company to consolidate or merge with
another entity or to sell all or substantially all of its assets to another
entity.
The Indenture contains customary default provisions. In addition, an event of
default will occur if the Company or certain of its subsidiaries fail to pay the
principal of any Indebtedness (as defined in the Indenture) when due at maturity
in an aggregate amount of $50 million or more, or a default occurs that results
in the acceleration of the maturity of the Company's or certain of its
subsidiaries' Indebtedness in an aggregate amount of $50 million or more. Upon
the occurrence and during the continuation of an event of default under the
Indenture, the notes may become immediately due and payable either automatically
or by the vote of the holders of more than 25% of the aggregate principal amount
of all of the notes then outstanding.
The above descriptions of the Underwriting Agreement, Base Indenture, Eleventh
Supplemental Indenture and the form of the notes are summaries only and are
qualified in their entirety by their respective terms. The Base Indenture is
attached as Exhibit 4.1 to the Company's Current Report on Form 8-K dated
August 19, 2010 filed with the Commission, and the Underwriting Agreement,
Eleventh Supplemental Indenture, and form of notes are attached hereto as
Exhibits 1.1, 4.1, and 4.2, respectively.
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Item 9.01, "Financial Statements and Exhibits"
(d) Exhibits
1.1 Underwriting Agreement, dated March 20, 2020, by and among Moody's
Corporation and BofA Securities, Inc., Citigroup Global Markets Inc. and
J.P. Morgan Securities LLC, as representatives of the several
underwriters named therein.
4.1 Eleventh Supplement Indenture, dated as of March 24, 2020, between the
Company and Wells Fargo Bank, National Association, as Trustee.
4.2 Form of 3.750% Senior Note due 2025 (included in Exhibit 4.1).
5.1 Opinion of Gibson, Dunn & Crutcher LLP, New York, New York.
23.1 Consent of Gibson, Dunn & Crutcher LLP, New York, New York (included
in Exhibit 5.1).
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
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