Moody's Corporation (NYSE:MCO) entered into an agreement to acquire Risk Management Solutions, Inc. from Daily Mail and General Trust plc (LSE:DMGT) for £1.4 billion on August 5, 2021. The board estimates the offer per share to be £6.1 per share. The consideration shall be payable on completion and funded by combination of cash on hand and issuance of new debt commitment of £717.75 million ($1 billion). For the year ended March 31, 2021, Risk Management Solutions, Inc. has generated £33 million adjusted operating profit and £38 million EBITDA from revenues of £242 million. Subject to satisfaction of customary closing conditions, including regulatory clearance under the Hart-Scott-Rodino Act in the United States and expiration or termination of any applicable regulatory waiting periods, completion is expected to take place in September 2021 (late third quarter of 2021). On a U.S. GAAP basis, transaction is expected to be accretive to Moody's diluted earnings per share in 2025 and, excluding purchase price amortization, is expected to be accretive to adjusted diluted earnings per share in 2024.

Moody's was advised on the transaction by Centerview Partners LLC as financial advisor. Harris, Stephen H., Schneider, Todd M., Schaaf, Douglas A., Swanson, Joseph C., Rogers, Derek, Simon, Peter, Schechter, Jason H., Neitzke, Orrin, Riddle, Jennifer, Medero, Ker, Gasparini, John, Lawrence, Amy L., Prowse, David; Waite, Sam, Zuckerman, Mitchell G., Choi, Sung Ho (Danny), Shea, James, Lopez, Frank, Horne, Suzanne, Devine, Kirsty, Peterson, Tess, Wise, Michael S., Walser, Mary, Rogers, Mary E. and Lee, Hannah of Paul Hastings LLP acted as legal advisors to Moody's Corporation. Lazard & Co., Limited is acting as sole financial adviser to Daily Mail and General Trust plc in relation to the transaction. David Watkins, William Turtle, Gareth Miles, Padraig Cronin and Ed Fife of Slaughter and May acting as Daily Mail and General Trust plc's legal adviser in relation to the disposal of Risk Management Solutions, Inc. Richard Hall, Andrew C. Elken, J. Leonard Teti II, Andrew Carlon, Jonathan J. Katz, Sarah W. Colangelo, David J. Kappos, Margaret T. Segall, Jesse M. Weiss and Joyce Law of Cravath, Swaine & Moore LLP also acted as legal advisors to Daily Mail and General Trust plc. Slaughter and May also worked closely with Khaitan& Co. JPMorgan Cazenove Ltd. acted as lead financial advisor and joint corporate broker to Daily Mail and General Trust plc. Akhil Bhatnagar, Ritu Shaktawat and Nayantara Kutty of Khaitan & Co. acted as legal advisor to Daily Mail and General Trust. Jason Piney, Karoline Tauschke and Ben Adamson of Conyers Dill & Pearman LLP acted as legal advisor to Moody's Corporation on Bermuda Law aspects.

Moody's Corporation (NYSE:MCO) completed the acquisition of Risk Management Solutions, Inc. from Daily Mail and General Trust plc (LSE:DMGT) on September 15, 2021.