S&P Global (?S&P Global? or the ?Company?) announced that its wholly owned subsidiary S&P Global Market Intelligence Inc. (?Market Intelligence?) commenced private exchange offers to certain eligible holders (each an ?Exchange Offer? and, collectively, the ?Exchange Offers?) for 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 (the ?S&P Global Notes?) and cash. As previously announced, on November 29, 2020, the Company entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 thereto, dated as of January 20, 2021) by and among the Company, IHS Markit and Sapphire Subsidiary Ltd., a wholly owned subsidiary of the Company (?Merger Sub?), upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into IHS Markit, with IHS Markit surviving as a wholly owned subsidiary of the Company (the ?Merger?). The Exchange Offers and Consent Solicitations (as defined herein) are being conducted in connection with and are conditioned upon the completion of the Merger. In conjunction with the Exchange Offers, Market Intelligence is concurrently soliciting consents (each a ?Consent Solicitation? and, collectively, the ?Consent Solicitations?) to adopt certain proposed amendments to each of the indentures (each an ?IHS Markit Indenture? and, collectively, the ?IHS Markit Indentures?) governing the IHS Markit Notes to, among other things, eliminate from each IHS Markit Indenture (i) substantially all of the restrictive covenants, (ii) certain of the events which may lead to an ?Event of Default?, (iii) the SEC reporting covenant, (iv) the restrictions on IHS Markit consolidating with or merging into another person or conveying, transferring or leasing all or any of its properties and assets to any person and (v) the obligation to offer to repurchase the IHS Markit Notes upon certain change of control transactions (collectively, the ?Proposed Amendments?). The Proposed Amendments with respect to each series of the IHS Markit Notes under the IHS Markit Indentures requires the consent of the holders of not less than a majority in principal amount of such series of the IHS Markit Notes outstanding (the ?Requisite Consents?). If the Requisite Consents are obtained for a particular series of IHS Markit Notes, any remaining IHS Markit Notes for that series not tendered and exchanged for S&P Global Notes will be governed by the amended indenture. Each Exchange Offer and Consent Solicitation is conditioned upon, among other things, the completion of the other Exchange Offers and Consent Solicitations, although Market Intelligence may waive such condition at any time with respect to an Exchange Offer. Any waiver of a condition by Market Intelligence with respect to an Exchange Offer will automatically waive such condition with respect to the corresponding Consent Solicitation, as applicable. The Exchange Offers and Consent Solicitations are being made pursuant to the terms and subject to the conditions set forth in the confidential memorandum and consent solicitation statement dated November 16, 2021 (the ?Offering Memorandum?), and are conditioned upon the closing of the Merger, which condition may not be waived by Market Intelligence, and certain other conditions that may be waived by Market Intelligence. Each Exchange Offer will expire at 5:00 p.m., New York City time, on February 1, 2022, unless extended or terminated (such date and time with respect to an Exchange Offer, as may be extended for such Exchange Offer, the ?Expiration Date?). The Company expects to extend the outside date under the agreement and plan of merger governing the Merger past November 29, 2021; however, if the outside date is not extended, the Company expects to terminate the Exchange Offers and Consent Solicitations. Consents may not be revoked after the earlier of (i) 5:00 p.m., New York City time, on November 30, 2021, unless extended or terminated (such date and time with respect to an Exchange Offer and Consent Solicitation, as the same may be extended for such Exchange Offer and Consent Solicitation, the ?Early Participation Date?), and (ii) the date the applicable supplemental indenture to the corresponding IHS Markit Indenture implementing the applicable Proposed Amendments is executed. The settlement date (the ?Settlement Date?) for the Exchange Offers will be promptly after the Expiration Date and is expected to occur no earlier than the first business day after the closing of the Merger, which is expected to be completed in the first quarter of 2022. For each $1,000 principal amount of IHS Markit Notes validly tendered and not validly withdrawn at or prior to the Early Participation Date, eligible holders of IHS Markit Notes will be eligible to receive the total consideration set out in the table above (the ?Total Consideration?), which includes a consent payment of $1.00 in cash (the ?Consent Payment?) and an early participation premium, payable in principal amount of S&P Global Notes, of $30 (the ?Early Participation Premium?). To be eligible to receive the Total Consideration, eligible holders must have validly tendered and not withdrawn their IHS Markit Notes at or prior to the Early Participation Date and beneficially own such IHS Markit Notes at the Expiration Date. For the avoidance of doubt, unless the Exchange Offers are amended, in no event will any holder of IHS Markit Notes receive more than $1,000 aggregate principal amount of S&P Global Notes for each $1,000 aggregate principal amount of IHS Markit Notes accepted for exchange. For each $1,000 principal amount of IHS Markit Notes validly tendered and not validly withdrawn prior to the Expiration Date, eligible holders of IHS Markit Notes will be eligible to receive (i) $970 principal amount of S&P Global Notes if the Requisite Consents for the applicable series of IHS Markit Notes have not been received at the Early Participation Date or (ii) if, at the Early Participation Date, the Requisite Consents for the applicable series of IHS Markit Notes have been received, $1,000 principal amount of such series of S&P Global Notes (the foregoing clauses (i) and (ii), as applicable, the ?Exchange Consideration?).