Item 8.01. Other Events.
Results of Tender Offer for 4.400% Notes due 2026, 6.550% Notes due 2037 and
4.500% Notes due 2048
On August 14, 2020, S&P Global Inc. (the "Company") issued a press release
announcing the pricing of the previously announced cash tender offer (the
"Tender Offer") for any and all of its outstanding 4.400% senior notes due 2026
(the "2026 Notes"), 6.550% senior notes due 2037 (the "2037 Notes") and 4.500%
senior notes due 2048 (the "2048 Notes", and together with the 2026 Notes and
the 2037 Notes, the "Tendered Notes"). On August 17, 2020, the Company issued a
press release announcing the expiration of the Tender Offer at 5:00 p.m., New
York City time, on August 14, 2020 (the "Expiration Time"). As of the Expiration
Time, according to information provided by D.F. King & Co., Inc., the tender
agent and information agent for the Tender Offer, (i) $228,394,000, or 25.38%,
of the $900,000,000 aggregate principal amount of the 2026 Notes, (ii)
$3,839,000, or 1.29%, of the $297,021,000 aggregate principal amount of the 2037
Notes and (iii) $217,178,000, or 43.44%, of the $500,000,000 aggregate principal
amount of the 2048 Notes had been validly tendered and delivered (and not
validly withdrawn) in the Tender Offer.
The Company accepted for purchase all of the Tendered Notes validly tendered and
delivered (and not validly withdrawn) in the Tender Offer at or prior to the
Expiration Time. Payment for the Tendered Notes purchased pursuant to the Tender
Offer was made on August 17, 2020 (the "Settlement Date"), and payment for the
Tendered Notes tendered by a notice of guaranteed delivery is expected to be
made on or around August 19, 2020 (the "Guaranteed Delivery Settlement Date").
The applicable "Tender Offer Consideration" is $1,198.50 for each $1,000
principal amount of 2026 Notes, $1,569.12 for each $1,000 principal amount of
2037 Notes and $1,424.44 for each $1,000 principal amount of 2048 Notes, plus
accrued and unpaid interest to, but not including, the Settlement Date, payable
on the Settlement Date or the Guaranteed Delivery Settlement Date, as
applicable. The Tender Offer was funded from the net proceeds from the issuance
and sale by the Company on August 13, 2020 of $600 million aggregate principal
amount of its 1.250% senior notes due 2030 and $700 million aggregate principal
amount of its 2.300% senior notes due 2060.
The Tender Offer was made on the terms and subject to the conditions set forth
in the offer to purchase and notice of guaranteed delivery (collectively, the
"Tender Offer Documents") that were sent to registered holders of the Notes and
posted online at www.dfking.com/spgi.
Copies of the Company's press releases regarding the Tender Offer are attached
as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are
incorporated herein by reference.
The information contained in Item 8.01 of this Current Report on Form 8-K and
the press releases attached hereto as Exhibits 99.1 and 99.2 are 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:
(99.1) Press Release, dated August 14, 2020.
(99.2) Press Release, dated August 17, 2020.
(104) Cover Page Interactive Data File (formatted as Inline XBRL).
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