S&P Global Inc. entered into a letter agreement to acquire IHS Markit Ltd. on November 27, 2020. S&P Global Inc. entered into a definitive merger agreement to acquire IHS Markit Ltd. for $40.1 billion on November 29, 2020. Under the terms of the merger agreement, each share of IHS Markit common stock will be exchanged for a fixed ratio of 0.2838 shares of common stock of S&P Global. In addition to shares of IHS Markit, RSU Awards, PSU awards, DSU awards and options of IHS Markit will be converted into S&P Global equity awards based on the Exchange Ratio with the same terms and conditions. Upon completion of the transaction, the current shareholders of S&P Global will own approximately 67.75% of the combined company on a fully diluted basis and the shareholders of IHS Markit will own approximately 32.25%. After the transaction, IHS Markit Ltd. will operate as a wholly owned subsidiary of S&P Global Inc. If the agreement is terminated because (i) the Board of Directors of a party changes its recommendation in respect of the transaction or (ii) a party enters into or consummates an agreement for an alternative transaction within twelve months following termination under certain circumstances, such party must pay a termination fee of $1.08 billion (payable by IHS Markit) or $2.38 billion (payable by S&P Global), as applicable.
The leadership team will comprise senior leaders from both organizations. Douglas Peterson, President and Chief Executive Officer of S&P Global, will serve as Chief Executive Officer of the combined company. Lance Uggla, Chairman and Chief Executive Officer of IHS Markit, will stay on as a special advisor to the combined company for one year following closing. The combined company's Board of Directors will include the current S&P Global Board of Directors and four Directors from IHS Markit Board. Richard Thornburgh, current Chairman of S&P Global, will serve as Chairman of the combined company. Ewout Steenbergen, Executive Vice President and Chief Financial Officer of S&P Global, will serve as Chief Financial Officer of the combined company and will also continue to lead Kensho and will expand his responsibilities to include Consolidated Markets & Solutions, a division of IHS Markit.
On December 16, 2020, S&P Global and IHS Markit announced the future divisional structure of the combined company. The firm will operate through five divisions: S&P Global Ratings, S&P Global Market Intelligence, S&P Global Platts, S&P Dow Jones Indices and S&P Global Transportation. S&P Global Ratings and S&P Global ESG team will be led by Martina Cheung, President of S&P Global Market Intelligence. John Berisford, President of S&P Global Ratings, will lead the Integration Management Office (IMO), in partnership with Ewout Steenbergen. S&P Global Market Intelligence will be combined with IHS Markits Financial Services business and led by Adam Kansler, President of Financial Services at IHS Markit. S&P Global Platts will be led by Saugata Saha, Chief Financial Officer of SPGMI and Platts, effective January 2021. Saugata Saha will continue leading Platts, combined with the Energy & Natural Resources business of IHS Markit. Martin Fraenkel will become Vice Chairman of Platts and continue to serve on the Board of CRISIL until his retirement in September 2021. Brian Crotty, Executive Vice President, Energy & Natural Resources at IHS Markit will work closely with Saugata Saha and will remain with the company for one year after close. S&P Dow Jones Indices will continue to be led by Dan Draper, Chief Executive Officer of S&P Dow Jones Indices. S&P Global Transportation will form a new division and will be led by Edouard Tavernier, Executive Vice President, Transportation with IHS Markit.
The new executive committee will be comprised of the heads of the business divisions, the central services leads and the head of the integration team. Each of these executives will report directly to Douglas Peterson. Dan Yergin, Vice Chairman at IHS Markit will become Vice Chairman, reporting to Douglas Peterson. Dan Yergin will assist Brian Crotty and Saugata Saha. Ken Honroth will continue to lead product design and Kevin Hasley will continue to run Rootmetrics, both will report to Ewout Steenbergen. Jonathan Gear will continue to be Chief Financial Officer of IHS Markit and will also lead the integration planning program from the IHS Markit side. Post-closing, Jonathan Gear will leave the business. Sari Granat will be the combined companys Chief Administrative Officer and General Counsel, leading Legal, Risk Management, Compliance, Information Security, Audit, Government Affairs and External Communications. Sally Moore will lead Strategic Alliances. Swamy Kocherlakota, current Chief Information Officer for S&P Global will lead Digital Technology Services. Chad Moss will work closely with Swamy Kocherlakota. Dimitra Manis, S&P Globals Chief People Officer will lead HR, internal communications, diversity, equity & inclusion (DEI), global security and corporate marketing. The marketing team will no longer be centralized and will revert to reporting into the divisions. Ronnie West will work with Dimitra Manis. Until close, Ronnie West will leave the company. Dessi Berhane-Silassie, newly appointed Chief Diversity Officer of IHS Markit Ltd., will stay with the combined company as part of the legal team and will work with Dimitra Manis on transitioning and championing the DEI efforts. Shane Akeroyd, Jonathan Gear, Will Meldrum, Yaacov Mutnikas, and Ronnie West, will participate in the integration planning phase. Following closing, the combined company will be headquartered in New York with a substantial presence in key global markets across North America, Latin America, EMEA and Asia Pacific. S&P Global and IHS Markit have also formed an Integration Management Office (IMO), which prior to close will be co-led by Martina Cheung and Jonathan Gear. Post-closing, the IMO will be led by John Berisford in partnership with Ewout Steenbergen. Jason Gibson will be the new Chief Financial Officer for Market Intelligence and Platts till the transaction closes. In addition, Owen Ruhnke, will lead the S&P DJI Finance team on an interim basis. Post-closing, Jason Gibson will serve as Chief Financial Officer of Market Intelligence & Financial Services.
The transaction is subject to approval of shareholders of both S&P Global and IHS Markit, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, as amended, other antitrust approvals, effectiveness of the registration statement on Form S-4, approval for listing on the New York Stock Exchange of the Common Shares to be issued in the Merger, regulatory approvals and other customary closing conditions. The transaction is not subject to any financing conditions. The transaction has been unanimously approved by Boards of Directors of both S&P Global Inc. and IHS Markit Ltd. The transaction is expected to close in the second half of 2021. The transaction is expected to be accretive to earnings by the end of second full year post-closing.
HSBC Securities (USA) Inc., Goldman, Sachs & Co. LLC, Citi and Credit Suisse acted as financial advisors; Trevor S. Norwitz and Victor Goldfeld of Wachtell, Lipton, Rosen & Katz acted as legal advisors to S&P Global. Morgan Stanley & Co. LLC, Barclays, Jefferies LLC and J.P. Morgan Securities LLC acted as financial advisors; Eric Swedenburg and Jakob Rendtorff of Simpson Thacher & Bartlett LLP represented Morgan Stanley, the financial advisor to IHS. Louis L. Goldberg, H. Oliver Smith, Kyoko Takahashi Lin, Jeffrey P. Crandall, Howard Shelanski, Suzanne Munck af Rosenschold and Michael Mollerus of Davis Polk & Wardwell LLP and Niel Jones and Edward Rance of Conyers Dill & Pearman LLP acted as legal advisor to IHS Markit. Sullivan & Cromwell LLP represents Goldman, Sachs & Co. LLC as lead financial adviser to S&P Global.