Item 1.01 Entry into a Material Definitive Agreement.
Notes Offering
On May 26, 2020 (the "Closing Date"), MSCI Inc. (the "Company") issued a press
release announcing the completion of its private offering of $1.0 billion
aggregate amount of its 3.875% senior unsecured notes due 2031(the "Notes"). The
Company intends to use a portion of the net proceeds from the offering of the
Notes to redeem all $800.0 million aggregate principal amount of its 5.750%
senior unsecured notes due 2025 (the "2025 Notes") and to pay fees and expenses
incurred in connection with the offering and related redemption costs. See "2025
Notes Redemption" below. All remaining net proceeds will be used for general
corporate purposes, including, without limitation, potential repurchases of its
common stock, investments and acquisitions. The press release is filed as
Exhibit 99.1 hereto and is incorporated by reference.
In connection with the offering of the Notes, the Company entered into an
indenture, dated as of the Closing Date (the "Indenture"), among the Company,
the subsidiary guarantors party thereto, and Wells Fargo Bank, National
Association as trustee (the "Trustee"). The terms of the Indenture provide that,
among other things, the Notes are senior unsecured obligations of the Company
and the subsidiary guarantors and will rank equally with any of the Company's
unsecured, unsubordinated debt, senior to any of the Company's subordinated
debt. The Notes will effectively be subordinated to any of the Company's secured
debt to the extent of the assets securing such debt and be structurally
subordinated to all existing or future liabilities of the Company. The Company's
obligations under the Notes are fully and unconditionally, and jointly and
severally, guaranteed by the subsidiary guarantors.
Interest on the Notes accrues at a rate of 3.875% per annum. Interest on the
Notes is payable semiannually on June 1 and December 1 of each year, commencing
on December 1, 2020. The Company will make each interest payment to holders of
record of the Notes on the immediately preceding May 15 and November 15.
Optional Redemption. At any time prior to June 1, 2025, the Company may redeem
all or part of the Notes upon not less than 30 nor more than 60 days' prior
notice at a redemption price equal to the sum of (i) 100% of the principal
amount thereof, plus (ii) a make-whole premium as of the date of redemption,
plus (iii) accrued and unpaid interest and additional interest, if any, thereon,
to, but excluding, the date of redemption. In addition, the Company may redeem
all or part of the Notes on or after June 1, 2025, at redemption prices set
forth in the Indenture, together with accrued and unpaid interest, if any, to,
but excluding, the redemption date. At any time prior to June 1, 2023, the
Company may use the proceeds of certain equity offerings to redeem up to 35% of
the aggregate principal amount of the Notes at a redemption price equal to
103.875% of the principal amount, plus accrued and unpaid interest, if any, to,
but excluding, the redemption date.
Repurchase upon Change of Control. Upon the occurrence of a change of control
triggering event (as defined in the Indenture), each holder of the Notes may
require the Company to repurchase all or part of the Notes in cash at a price
equal to 101% of the aggregate principal amount of the Notes to be repurchased,
plus accrued and unpaid interest, if any, thereon to the date of repurchase.
Other Covenants. The Indenture contains covenants that limit the Company's and
certain of its subsidiaries' ability to, among other things, create liens, enter
into sale/leaseback transactions and consolidate, merge or sell all or
substantially all of the Company's assets. In addition, the Indenture restricts
the Company's non-guarantor subsidiaries' ability to create, assume, incur or
guarantee additional indebtedness without such non-guarantor subsidiaries
guaranteeing the Notes on a pari passu basis.
Events of Default. The Indenture provides for customary events of default
(subject in certain cases to customary grace and cure periods), which include
non-payment, breach of covenants in the Indenture, payment defaults or
acceleration of other indebtedness, a failure to pay certain judgments and
certain events of bankruptcy and insolvency. Generally, if an event of default
occurs, the Trustee or holders of at least 25% in principal amount of the
then-outstanding Notes may declare the principal of and accrued but unpaid
interest, if any, including additional interest, if any, on all the Notes to be
due and payable immediately.
The foregoing description of the Indenture and the Notes is qualified in its
entirety by reference to the full text of the Indenture, a copy of which is
attached hereto as Exhibit 4.1, and the Notes, the form of which is attached
hereto as Exhibit 4.2, both of which are incorporated herein by reference.
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The Notes were offered only to (i) persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended (the "Securities Act") and (ii) certain non-U.S. persons outside the
United States pursuant to Regulation S under the Securities Act. The Notes have
not been registered under the Securities Act or any state securities laws and
therefore may not be offered or sold in the United States absent registration or
an applicable exemption from the registration requirements of the Securities Act
and applicable state securities laws. This report does not constitute an offer
to sell or the solicitation of an offer to buy the Notes, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful.
2025 Notes Redemption
On May 18, 2020, the Company issued a notice of conditional full redemption
("Notice of Conditional Full Redemption") pursuant to the indenture, dated as of
August 13, 2015, among the Company, each of the subsidiary guarantors party
thereto and Wells Fargo Bank, National Association, as trustee, relating to the
2025 Notes to redeem all $800,000,000 aggregate principal amount of the 2025
Notes at a redemption price equal to 100.0% of the principal amount of the 2025
Notes, plus the applicable premium as of, and accrued and unpaid interest to,
but excluding, June 17, 2020 (the "Redemption Date"). On the Closing Date, the
conditions of the Notice of Conditional Full Redemption were deemed satisfied
and the Company intends to redeem all of the 2025 Notes on the Redemption Date.
This Current Report on Form 8-K does not constitute a notice of redemption with
respect to the 2025 Notes.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 of this Form 8-K is hereby incorporated by
reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
Exhibit 4.1 Indenture, dated as of May 26, 2020, among MSCI Inc., each of
the subsidiary guarantors party thereto and Wells Fargo Bank,
National Association, as Trustee.
Exhibit 4.2 Form of Note for MSCI Inc. 3.875% Senior Notes due February 15,
2031 (included in Exhibit 4.1).
Exhibit 99.1 Press Release, dated May 26, 2020, titled "MSCI Completes
Private Offering of $1.0 Billion 3.875% Senior Unsecured Notes
Due 2031"
Exhibit 104 Cover Page Interactive Data File (embedded in the cover page
formatted in Inline XBRL).
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