Item 8.01 Other Events.
Commencement of Senior Notes Offering
On April 30, 2021, MSCI Inc. ("MSCI" or the "Registrant") issued a press release
announcing the proposed issuance of $500.0 million aggregate principal amount of
senior unsecured notes due 2031 (the "notes") in a private offering that is
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"). The proposed offering is subject to market and
other conditions. If the offering is successfully placed, MSCI intends to use
the net proceeds from the offering for general corporate purposes, including,
without limitation, potential purchases of common stock, investments and
acquisitions, and to pay fees and expenses incurred in connection with the
offering. The press release is filed as Exhibit 99.1 hereto and is incorporated
by reference.
The notes are being offered only to (i) persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A under 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 does it constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or
sale is unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
Exhibit 99.1 Press Release, dated April 30, 2021, titled "MSCI Launches
Private Offering of $500 Million 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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