Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(d) On February 18, 2021, S&P Global Inc., a New York corporation (the
"Company") filed a Current Report on Form 8-K (the "Form 8-K"), disclosing that,
pursuant to the previously announced Agreement and Plan of Merger (as amended by
Amendment No. 1 thereto, dated as of January 20, 2021), dated as of November 29,
2020, by and among the Company, IHS Markit Ltd., a Bermuda exempted company
limited by shares ("IHS Markit") and Sapphire Subsidiary, Ltd., a Bermuda
exempted company limited by shares and a wholly owned subsidiary of the Company
("Merger Sub"), the Board of Directors (the "Board") of the Company elected
Jacques Esculier, Gay Huey Evans, Robert P. Kelly and Deborah McWhinney
(collectively, the "New SPGI Directors") to serve as directors of the Company
effective as of, and contingent upon, the merger of Merger Sub with and into IHS
Markit (the "Merger").
At the time of the New SPGI Directors' appointments, the Board had not yet
determined on which of the Board's committees the New SPGI Directors would
serve.
This Amendment No. 1 to the Form 8-K is being filed to disclose that, on
January 26, 2022, the Board appointed (a) Jacques Esculier and Deborah McWhinney
to the Finance Committee of the Board; (b) Jacques Esculier, Deborah McWhinney
and Gay Huey Evans to the Audit Committee of the Board; (c) Robert P. Kelly and
Gay Huey Evans to the Compensation and Leadership Development Committee of the
Board; and (d) Robert P. Kelly to the Nominating and Corporate Governance
Committee of the Board. The appointment of the New SPGI Directors to the Board
and their appointment to the committees of the Board are effective as of, and
contingent upon, closing of the Merger. The Merger remains contingent on the
satisfaction or waiver of certain customary closing conditions, including the
receipt of regulatory approvals.
Forward-Looking Statements:
This communication contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements, which are based on
current expectations, estimates and projections about future business and
operating results, the industry and markets in which the Company and IHS Markit
operate and beliefs of and assumptions made by the Company's management and IHS
Markit management, involve uncertainties that could significantly affect the
financial or operating results of the Company, IHS Markit or the combined
company. Words such as "expects," "anticipates," "intends," "plans," "believes,"
"seeks," "will, " "should," "may," "projects," "could," "would," "target,"
"estimates" or variations of such words and other similar expressions are
intended to identify such forward-looking statements, which generally are not
historical in nature, but not all forward-looking statements include such
identifying words. Such forward-looking statements include, but are not limited
to, projections of earnings, statements of plans for future operations or
expected revenues, statements about the benefits of the Merger, including future
financial and operating results and cost and revenue synergies, the combined
company's plans, objectives, expectations and intentions. All statements that
address operating performance, events or developments that we expect or
anticipate will occur in the future - including statements relating to creating
value for shareholders, benefits of the Merger to shareholders, employees,
customers and other constituents of the combined company, the outcome of
contingencies, future actions by regulators, changes in business strategies and
methods of generating revenue, the development and performance of each company's
services and products, integrating our companies, cost savings, the expected
timetable for completing the Merger, general conditions in the geographic areas
where we operate and our respective effective tax rates, cost structure,
dividend policy, cash flows or liquidity - are forward-looking statements.
These statements are not guarantees of future performance and are subject to
risks, uncertainties and assumptions that could cause actual results to differ
materially from those expressed in such forward-looking statements. We can give
no assurance that our expectations will be attained and therefore, actual
outcomes and results may differ materially from what is expressed or forecasted
in such forward-looking statements. For example, these forward-looking
statements could be affected by factors including, without limitation, risks
associated with: (i) the satisfaction of the conditions precedent to
consummation of the Merger and the divesture of the Company's CGS business and
IHS Markit's OPIS, CMM, PetroChem Wire and Base Chemicals businesses (together,
the "proposed
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transaction"), including the ability to secure regulatory approvals on the terms
expected, at all or in a timely manner; (ii) uncertainty relating to the impact
of the Merger and the divestiture transactions on the businesses of the Company
and IHS Markit, including potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the proposed
transaction and changes to existing business relationships and increased cyber
risks during the pendency of the acquisition that could affect the Company's
and/or IHS Markit's financial performance; (iii) the ability of the Company to
successfully integrate IHS Markit's operations and retain and hire key
personnel; (iv) the ability of the Company to implement its plans, forecasts and
other expectations with respect to IHS Markit's business after the consummation
of the proposed transaction and realize expected synergies; (v) business
disruption following the proposed transaction; (vi) economic, financial,
political and regulatory conditions, in the United States and elsewhere, and
other factors that contribute to uncertainty and volatility, including the
United Kingdom's withdrawal from the European Union, natural
and man-made disasters, civil unrest, pandemics (e.g., COVID-19 and its variants
(the "COVID-19 pandemic")), geopolitical uncertainty, and conditions that may
result from legislative, regulatory, trade and policy changes associated with
the current U.S. administration; (vii) the ability of the Company and IHS Markit
to successfully recover from a disaster or other business continuity problem due
to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security
breach, cyber-attack, data breach, power loss, telecommunications failure or
other natural or man-made event, including the ability to function remotely
during long-term disruptions such as the COVID-19 pandemic; (viii) the impact of
public health crises, such as pandemics (including the COVID-19 pandemic) and
epidemics and any related company or governmental policies and actions to
protect the health and safety of individuals or governmental policies or actions
to maintain the functioning of national or global economies and markets,
including any quarantine, "shelter in place," "stay at home," workforce
reduction, social distancing, shut down or similar actions and policies;
(ix) the outcome of any potential litigation, government and regulatory
proceedings, investigations and inquiries; (x) changes in debt and equity
markets, including credit quality and spreads; (xi) demand for investment
products that track indices and assessments, and trading volumes of certain
exchange-traded derivatives; (xii) changes in financial markets, capital, credit
and commodities markets and interest rates; (xiii) the possibility that the
transaction may be more expensive to complete than anticipated, including as a
result of unexpected factors or events; (xiv) the parties' ability to meet
expectations regarding the accounting and tax treatments of the proposed
transaction; (xv) the outcome of the previously announced offers to exchange any
and all outstanding notes issued by IHS Markit for new notes to be issued by the
Company and the solicitations of consents to adopt certain proposed amendments
to each of the indentures governing the IHS Markit notes; and (xvi) those
additional risks and factors discussed in reports filed with the Securities and
Exchange Commission by the Company and IHS Markit from time to time, including
those discussed under the heading "Risk Factors" in their respective most
recently filed Annual Reports on Form 10-K and subsequent Quarterly Reports on
Form 10-Q. While the list of factors presented here is considered
representative, this list should not be considered to be a complete statement of
all potential risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking statements.
Consequences of material differences in results as compared with those
anticipated in the forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal liability to
third parties and similar risks, any of which could have a material adverse
effect on the Company's or IHS Markit's consolidated financial condition,
results of operations, credit rating or liquidity. Except to the extent required
by applicable law or regulation, each of the Company and IHS Markit disclaims
any duty to update any forward-looking statements contained in this
communication or to otherwise update any of the above-referenced factors.
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