Item 1.01 Entry Into a Material Agreement.
On
The terms of the Securities are governed by the Indenture, which contains covenants that, among other things, limit the Company's ability to (i) create, assume, incur or guarantee any indebtedness for money borrowed secured by a lien on any of its properties or assets, without securing the Securities equally and ratably with (or prior to) such secured indebtedness and (ii) consolidate with or merge into any other person or convey or transfer its properties and assets substantially as an entirety to any person. The Company has the right to redeem the Securities at any time on the terms provided in the Indenture. Upon the occurrence of a Change of Control Triggering Event, as defined in the Indenture, unless the Company has exercised its right to redeem all of the Securities, each holder will have the right to require the Company to repurchase its Securities at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest. The Indenture also contains customary events of default. Indebtedness under the Securities may be accelerated in certain circumstances upon an event of default as set forth in the Indenture.
The offering of the Securities was registered pursuant to the Company's shelf registration statement (the "Registration Statement") on Form S-3 (File No. 333-224198).
The above descriptions of the Indenture and the Securities are qualified in their entirety by reference to the text of the Base Indenture, a copy of which is included as Exhibit 4.1 to this Current Report on Form 8-K and the Sixth Supplemental Indenture (including the forms of the New Notes included therein), a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K, and incorporated by reference into the Registration Statement. In connection with the offering of the New Notes, the Company is filing as Exhibit 5.1 hereto an opinion of counsel addressing the validity of the New Notes and the Guarantees and certain related matters. Such opinion is incorporated by reference into the Registration Statement.
Item 8.01. Other Events.
Redemption of 4.400% Notes due 2026
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A copy of the Company's press release regarding the redemption of the 2026 Notes is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained in Item 8.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 is for informational purposes only and does not constitute an offer to purchase the 2026 Notes, the 2037 Notes or the 2048 Notes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this report:
(4.1) Indenture dated as ofMay 26, 2015 , amongS&P Global Inc. (f/k/aMcGraw Hill Financial, Inc. ),Standard & Poor's Financial Services LLC andU.S. Bank National Association , as trustee (incorporated herein by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by the Company onMay 26, 2015 ). (4.2) Sixth Supplemental Indenture dated as ofAugust 13, 2020 , amongS&P Global Inc. ,Standard & Poor's Financial Services LLC andU.S. Bank National Association , as trustee. (4.3) Form of 1.250% Senior Note due 2030 (included in Exhibit 4.2). (4.4) Form of 2.300% Senior Note due 2060 (included in Exhibit 4.2). (5.1) Opinion ofWilmer Cutler Pickering Hale and Dorr LLP . (23.1) Consent ofWilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1). (99.1) Press Release, datedAugust 13, 2020 . (104) Cover Page Interactive Data File (formatted as Inline XBRL).
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