Item 1.01 Entry Into a Material Agreement
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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 offering of the Securities was registered pursuant to the Company's shelf registration statement (the "Registration Statement") on Form S-3 (File No. 333-224198).
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 filed as Exhibit 4.1 to this Current Report on Form 8-K and the Fifth Supplemental Indenture (including the forms of the New Notes included therein), a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K, each of which is incorporated by reference into the Registration Statement. In connection with the offering of the New Notes, the Company is filing as Exhibit 5.1 hereto an opinion of counsel addressing the validity of the New Notes and the Guarantees and certain related matters. Such opinion is incorporated by reference into the Registration Statement.
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Item 8.01. Other Events.
Results of Tender Offer for 3.300% Notes due 2020 and 6.550% Notes due 2037
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The Company accepted for purchase all of the Tendered Notes validly tendered and
delivered (and not validly withdrawn) in the Tender Offer at or prior to the
Expiration Time. Payment for the Tendered Notes purchased pursuant to the Tender
Offer was made on
The applicable "Tender Offer Consideration" is
The Tender Offer was made on the terms and subject to the conditions set forth in the offer to purchase and notice of guaranteed delivery (collectively, the "Tender Offer Documents") that were sent to registered holders of the Notes and posted online at www.dfking.com/spgi.
Redemption of 3.300% Notes due 2020
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Copies of the Company's press releases regarding the Tender Offer and the redemption of the 2020 notes are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference. The information contained in Item 8.01 of this Current Report on Form 8-K and the press releases attached hereto as Exhibits 99.1 and 99.2 is for informational purposes only and does not constitute an offer to purchase the 2020 Notes or the 2037 Notes.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this report:
(4.1) Indenture dated as ofMay 26, 2015 , amongS&P Global Inc. (f/k/aMcGraw Hill Financial, Inc. ),Standard & Poor's Financial Services LLC andU.S. Bank National Association , as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company onMay 26, 2015 ). (4.2) Fifth Supplemental Indenture dated as ofNovember 26, 2019 , amongS&P Global Inc. ,Standard & Poor's Financial Services LLC andU.S. Bank National Association , as trustee. (4.3) Form of 2.500% Senior Note due 2029 (included in Exhibit 4.2). (4.4) Form of 3.250% Senior Note due 2049 (included in Exhibit 4.2). (5.1) Opinion ofWilmer Cutler Pickering Hale and Dorr LLP . (23.1) Consent ofWilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1). (99.1) Press Release, datedNovember 25, 2019 . (99.2) Press Release, datedNovember 26, 2019 . (104) Cover Page Interactive Data File (formatted as Inline XBRL).
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