Item 8.01 Other Events. Notes Offering
On
The Notes were issued under the Indenture, dated as of
Interest on the Notes accrues at a rate of 3.625% per annum. Interest on the
Notes is payable semiannually on
Optional Redemption. At any time prior to
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.
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-
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under the Securities Act or any state securities laws and therefore may not be
offered or sold in
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description Exhibit 4.1 Indenture, dated as ofMay 14, 2021 , amongMSCI Inc. , each of the subsidiary guarantors party thereto andWells Fargo Bank, National Association , as Trustee. Exhibit 4.2 Form of Note forMSCI Inc. 3.625% Senior Notes dueNovember 1, 2031 (included in Exhibit 4.1). Exhibit 99.1 Press Release, datedMay 14, 2021 , titled "MSCI Completes Private Offering of$600 Million 3.625% Senior Notes Due 2031." Exhibit 104 Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL).
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