Item 8.01 Other Events.
On December 1, 2021, S&P Global Inc. (the "Company") announced the early
participation results of the previously announced (i) offers to exchange
(collectively, the "Exchange Offers") any and all outstanding notes (the "IHS
Markit Notes") issued by IHS Markit Ltd. ("IHS Markit") for up to $4,642,848,000
aggregate principal amount of new notes to be issued by the Company and cash and
(ii) the related solicitations of consents (collectively, the "Consent
Solicitations") to adopt certain proposed amendments (the "Amendments") that
would eliminate substantially all restrictive covenants and certain events of
default and other provisions in each of the indentures (collectively, the "IHS
Markit Indentures") governing the IHS Markit Notes, commenced by S&P Global
Market Intelligence Inc. ("Market Intelligence"), a wholly owned subsidiary of
the Company, on November 16, 2021.
Based on the early tenders as of 5:00 p.m., New York City time, on November 30,
2021, the requisite number of consents have been received to adopt the
Amendments with respect to all outstanding series of IHS Markit Notes. IHS
Markit has executed supplemental indentures to the IHS Markit Indentures
implementing the Amendments.
The Exchange Offers and Consent Solicitations were commenced in connection with
the pending merger between the Company and IHS Markit (the "Merger") and are
being made solely pursuant to the conditions set forth in the confidential
offering memorandum and consent solicitation statement dated November 16, 2021
in a private offering exempt from, or not subject to, registration under the
Securities Act of 1933, as amended, and are conditioned, among other things,
upon the closing of the Merger, which is expected to be completed in the first
quarter of 2022. The Exchange Offers and Consent Solicitations will expire at
5:00 p.m., New York City time, on February 1, 2022, unless extended or earlier
terminated (such date and time with respect to an Exchange Offer, as may be
extended for such Exchange Offer, the "Expiration Date"). The Amendments will
become operative only upon the settlement of the Exchange Offers, which is
expected to occur promptly after the Expiration Date and no earlier than the
first business day after the closing date of the Merger.
A copy of the Company's press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed with this report:
(99.1) Press Release, dated December 1, 2021.
(104) Cover Page Interactive Data File (formatted as Inline XBRL).
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