Item 8.01, "Other Events"
As previously announced, on August 4, 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 $500 million aggregate
principal amount of the Company's 2.550% Senior Notes due 2060 (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 August 18, 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 thirteenth supplemental
indenture, dated as of August 18, 2020 (the "Thirteenth Supplemental Indenture"
and, together with the Base Indenture, the "Indenture"). The Thirteenth
Supplemental Indenture includes a form of the notes. The net proceeds of the
offering are expected to be used to repay or redeem the $500 million outstanding
principal amount of the Company's 2.750% senior unsecured notes due in December
2021.
The notes bear interest at the fixed rate of 2.550% per year and mature on
August 18, 2060. Interest on the notes will be due semiannually on February 18
and August 18 of each year, commencing February 18, 2021. The Company may
redeem, in whole or in part, the notes at any time prior to February 18, 2060 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 18, 2060 (six
months 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 Base Indenture, Thirteenth 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 Thirteenth Supplemental Indenture and form of notes are
attached hereto as Exhibits 4.1 and 4.2, respectively.
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Item 9.01, "Financial Statements and Exhibits"
(d) Exhibits
4.1 Thirteenth Supplemental Indenture, dated as of August 18, 2020, between
the Company and Wells Fargo Bank, National Association, as Trustee.
4.2 Form of 2.550% Senior Note due 2060 (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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