UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2020 (November 29, 2020)
______________________________
IHS MARKIT LTD.
(Exact Name of Registrant as Specified in Its Charter)
Bermuda | 001-36495 | 98-1166311 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
4th Floor, Ropemaker Place 25 Ropemaker Street London, England EC2Y 9LY |
||
(Address of principal executive offices and zip code) | ||
+44 20 7260 2000 | ||
(Registrant’s telephone number, including area code) | ||
Former name or former address, if changed since last report: Not Applicable |
______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol |
Name of each exchange on which registered |
Common Shares, $0.01 par value per share | INFO | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Events. |
On November 30, 2020, IHS Markit Ltd., a Bermuda exempted company limited by shares (the “Company”), and S&P Global Inc., a New York corporation (“S&P Global”), issued a joint press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 29, 2020, by and among the Company, S&P Global and Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares and wholly owned subsidiary of S&P Global (“Merger Sub”). The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of S&P Global (the “Merger”). A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The Company and S&P Global will hold a joint conference call at 8:15 a.m. EST (or 1:15 p.m. GMT) on November 30, 2020 to provide supplemental information regarding the Merger. The webcast of the conference call will be accessible through IHS Markit’s Investor Relations website at https://investor.ihsmarkit.com and S&P Global’s Investor Relations website at http://investor.spglobal.com/Investor-Presentations and will be available for replay. The telephone number for the call is (888) 603-9623 for participants in the United States, and the telephone number for international participants is +1 (630) 395-0220. The numeric passcode is "589 7344". The slides (the “Investor Presentation”) that will be made available in connection with this conference call are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit Number |
Description |
99.1 | Joint Press Release, dated November 30, 2020 |
99.2 | Investor Presentation, dated November 30, 2020 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 30, 2020 | IHS MARKIT LTD. | |
By: | /s/ Jonathan Gear | |
Name: | Jonathan Gear | |
Title: | Executive Vice President and Chief Financial Officer |
Exhibit 99.1
S&P Global and IHS Markit to Merge in All-Stock Transaction Valuing IHS Markit at $44 Billion, Powering the Markets of the Future
· | Joins Two World-Class Organizations with Unique, Highly Complementary Assets to Enhance Customer Value Proposition |
· | Combined Company to Benefit from Increased Scale and Mix Across Core Markets with Attractive Growth Adjacencies |
· | Expected to be Accretive to Earnings by the End of the Second Full Year Post-Closing with ~$480 Million of Annual Run-Rate Cost Synergies and ~$350 Million of Revenue Synergies |
· | Pro Forma Company to Target Capital Return of at Least 85% of Free Cash Flow |
· | Companies to Host Conference Call Today at 8:15 a.m. ET / 1:15 p.m. GMT |
NEW YORK and LONDON, November 30, 2020 – S&P Global (NYSE: SPGI) and IHS Markit (NYSE: INFO) today announced they have entered into a definitive merger agreement to combine in an all-stock transaction which values IHS Markit at an enterprise value of $44 billion, including $4.8 billion of net debt. The transaction brings together two world-class organizations, a unique portfolio of highly complementary assets in attractive markets and cutting-edge innovation and technology capability to accelerate growth and enhance value creation.
Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies, each share of IHS Markit common stock will be exchanged for a fixed ratio of 0.2838 shares of S&P Global common stock. Upon completion of the transaction, current S&P Global shareholders will own approximately 67.75% of the combined company on a fully diluted basis, while IHS Markit shareholders will own approximately 32.25%.
S&P Global and IHS Markit’s unique and highly complementary assets will leverage cutting-edge innovation and technology capability, including Kensho and the IHS Markit Data Lake, to enhance the customer value proposition and provide the intelligence customers need to make decisions with conviction. Serving a global customer base across financial information and services, ratings, indices, commodities and energy, and transportation and engineering, the pro forma company will provide differentiated solutions important to the workflows of many of the world’s leading companies.
The transaction creates a pro forma company with increased scale, world-class products in core markets and strong joint offerings in high-growth adjacencies, including private assets, small and medium enterprises (“SME”), counterparty risk management, supply chain and trade and alternative data. Combined, the two companies will provide comprehensive solutions across data, platforms, benchmarks and analytics in ESG, climate and energy transition.
Douglas Peterson, President and Chief Executive Officer of S&P Global, will serve as CEO of the combined company. Lance Uggla, Chairman and Chief Executive Officer of IHS Markit, will stay on as a special advisor to the company for one year following closing.
“Through this exciting combination, we are able to better serve our markets and customers by creating new value and insights,” said Mr. Peterson. “This merger increases scale while rounding out our combined capabilities, and accelerates and amplifies our ability to deliver customers the essential intelligence needed to make decisions with conviction. We are confident that the strengths of S&P Global and IHS Markit will enable meaningful growth and create attractive value for all stakeholders. We have been impressed by the IHS Markit team and look forward to welcoming the talented IHS Markit employees to S&P Global.”
“This transaction is a win for both IHS Markit and S&P Global as we leverage our respective strengths in information, data science, research and benchmarks,” said Mr. Uggla. “Our highly complementary products will deliver a broader set of offerings across multiple verticals for the benefit of our customers, employees and shareholders. Our cultures are well aligned, and the combined company will provide greater career opportunities for employees. We look forward to bringing together our teams to realize the potential of this combination.”
Strategic Rationale – Powering the Markets of the Future
· | Greater scale and business mix: The transaction creates a combined business with increased scale and world-class products in core market segments. The combined company will have balanced earnings across major industry segments and a resilient portfolio, providing additional financial flexibility to pursue value-creating opportunities. |
· | Creates strong offerings in high-growth adjacencies: The combined company will be differentiated in attractive high-growth adjacencies, including ESG, climate and energy transition, private assets and SME, counterparty risk management, supply chain and trade, and alternative data, which together represent $20 billion of total addressable market, growing at least 10% annually. As part of its ongoing commitment to remain on the cutting edge of technology and innovation, the combined company will continue to deploy well above $1 billion annually on technology. |
· | Increased customer value proposition: The transaction brings together both companies' customer-first cultures and broadens their combined reach across client segments, workflows and use cases. The pro forma organization will serve diverse customer segments across financial services, corporates and governments with differentiated data and intelligence, including the potential to link and create novel insights from new data set combinations. S&P Global and IHS Markit’s complementary product portfolios are expected to enable the combined company to serve new and expanded customer use cases in existing and new geographies. |
· | Best-in-Class talent: The combined company will benefit from two best-in-class workforces with deep expertise and strong, complementary cultures focused on serving the global needs of customers. As a single organization, the collective workforce will benefit from expanded opportunities for career development and growth. |
Financial Benefits – Strong Financial Profile and Outlook
· | Enhanced growth profile: The pro forma company will have 76% recurring revenue and expects to realize 6.5-8.0% annual organic revenue growth in 2022 and 2023, balanced across major industry segments. |
· | Increased profitability: The combined company will target 200 basis points of annual EBITA margin expansion. |
· | Attractive synergy opportunities and earnings accretion: The transaction is expected to be accretive to earnings by the end of the second full year post-closing. The combined company expects to deliver annual run-rate cost synergies of approximately $480 million, with approximately $390 million of those expected by the end of the second year post-closing, and $350 million in run-rate revenue synergies for an expected total run-rate EBITA impact of approximately $680 million by the end of the fifth full year after closing. |
· | Maintains strong balance sheet to pursue further growth: The combined company is expected to maintain a strong balance sheet and credit profile, with pro forma annual revenue of more than $11.6 billion. S&P Global intends to maintain a prudent and flexible capital structure and will target leverage of 2.0-2.5x EBITA, on an agency-adjusted basis. |
· | Enhanced free cash flow generation to support attractive capital return: The combined company expects to generate annual free cash flow exceeding $5 billion by 2023, with a targeted dividend payout ratio of 20-30% of adjusted diluted EPS and a targeted total capital return of at least 85% of free cash flow between dividends and share repurchases. Both companies expect to maintain their current dividend policies until the close of the transaction. |
Management and Board
Following closing, the Company will be headquartered in New York with a substantial presence in key global markets across North America, Latin America, EMEA and Asia Pacific.
The combined company is committed to retaining a strong, highly qualified and diverse Board that has the appropriate skills, knowledge and experience to oversee the company and its long-term strategic growth and performance. The combined company’s Board of Directors will include the current S&P Global Board of Directors and four directors from the IHS Markit Board. Richard Thornburgh, current Chairman of S&P Global, will serve as Chairman of the combined company.
The leadership team will comprise senior leaders from both organizations. Ewout Steenbergen, Executive Vice President and Chief Financial Officer of S&P Global, will serve as Chief Financial Officer of the combined company.
The transition and integration of the combined company will be led by executives from both S&P Global and IHS Markit. The approach to integration planning will draw from the best practices of both companies to ensure continuity for customers, employees and other stakeholders.
Timing and Approvals
The transaction is expected to close in the second half of 2021, subject to, among other things, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, other antitrust and regulatory approvals, and other customary closing conditions. The transaction requires the approval of shareholders of both S&P Global and IHS Markit and is not subject to any financing conditions.
Advisors
Goldman, Sachs & Co. LLC is serving as lead financial advisor to S&P Global. Citi and Credit Suisse are also serving as financial advisors to S&P Global. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to S&P Global. Morgan Stanley & Co. LLC is serving as lead financial advisor to IHS Markit. Barclays, Jefferies LLC and J.P. Morgan Securities LLC are also serving as financial advisors to IHS Markit. Davis Polk & Wardwell LLP is serving as legal advisor to IHS Markit.
Conference Call Details
The companies will hold a joint conference call today, November 30, 2020, at 8:15 a.m. EST / 1:15 p.m. GMT to discuss the details of this transaction. Additional information presented on the conference call may be made available on the Companies’ Investor Relations Websites at http://investor.spglobal.com and http://investor.ihsmarkit.com.
Webcast Instructions: The Webcast (audio and slides) will be available live and as an archived replay through S&P Global’s Investor Relations website at http://investor.spglobal.com/Investor-Presentations and IHS Markit’s Investor Relations website at https://investor.ihsmarkit.com. (Please copy and paste URL into Web browser.) The archived replay will be available beginning two hours after the conclusion of the live call and will remain available for one year.
Telephone Instructions: The call begins at 8:15 a.m. EST. Please connect 10 minutes prior.
For callers in the U.S.: (888) 603-9623
For callers outside the U.S.: +1 (630) 395-0220 (long-distance charges will apply)
The numeric passcode is 589 7344
The recorded telephone replay will be available approximately two hours after the meeting concludes and will remain available until December 30, 2020.
For callers in the U.S.: (888) 566-0708
For callers outside the U.S.: +1 (203) 369-3622 (long-distance charges will apply). No passcode is required.
About S&P Global
S&P Global (NYSE: SPGI) is the world’s foremost provider of credit ratings, benchmarks and analytics in the global capital and commodity markets, offering ESG solutions, deep data and insights on critical business factors. We’ve been providing essential intelligence that unlocks opportunity, fosters growth and accelerates progress for more than 160 years. Our divisions include S&P Global Ratings, S&P Global Market Intelligence, S&P Dow Jones Indices and S&P Global Platts. For more information, visit www.spglobal.com.
About IHS Markit
IHS Markit (NYSE: INFO) is a world leader in critical information, analytics and solutions for the major industries and markets that drive economies worldwide. The company delivers next-generation information, analytics and solutions to customers in business, finance and government, improving their operational efficiency and providing deep insights that lead to well-informed, confident decisions. IHS Markit has more than 50,000 business and government customers, including 80 percent of the Fortune Global 500 and the world’s leading financial institutions. Headquartered in London, IHS Markit is committed to sustainable, profitable growth. For more information, visit www.ihsmarkit.com.
Forward-Looking Statements
This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and projections about future business and operating results, the industry and markets in which S&P Global Inc. (“S&P Global”) and IHS Markit Ltd. (“IHS Markit”) operate and beliefs of and assumptions made by S&P Global management and IHS Markit management, involve uncertainties that could significantly affect the financial or operating results of S&P Global, IHS Markit or the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will, ” “should,” “may,” “projects,” “could,” “would,” “target,” “estimates” or variations of such words and other similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words. Such forward-looking statements include, but are not limited to, projections of earnings, statements of plans for future operations or expected revenues, statements about the benefits of the transaction involving S&P Global and IHS Markit, including future financial and operating results and cost and revenue synergies, the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to creating value for shareholders, benefits of the proposed transaction to shareholders, employees, customers and other constituents of the combined company, the outcome of contingencies, future actions by regulators, changes in business strategies and methods of generating revenue, the development and performance of each company’s services and products, integrating our companies, cost savings, the expected timetable for completing the proposed transaction, general conditions in the geographic areas where we operate and our respective effective tax rates, cost structure, dividend policy, cash flows or liquidity — are forward-looking statements.
These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in such forward-looking statements. We can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with: (i) the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; (ii) the ability of S&P Global and IHS Markit to obtain shareholder approval for the proposed transaction; (iii) uncertainty relating to the impact of the proposed transaction on the businesses of S&P Global and IHS Markit, including potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction and changes to existing business relationships during the pendency of the acquisition that could affect S&P Global’s and/or IHS Markit’s financial performance; (iv) the ability of S&P Global to successfully integrate IHS Markit’s operations and retain and hire key personnel; (v) the ability of S&P Global to implement its plans, forecasts and other expectations with respect to IHS Markit’s business after the consummation of the proposed transaction and realize expected synergies; (vi) business disruption following the proposed transaction; (vii) economic, financial, political and regulatory conditions, in the United States and elsewhere, and other factors that contribute to uncertainty and volatility, including the upcoming U.S. presidential transition, the United Kingdom’s withdrawal from the European Union, natural and man-made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID-19) pandemic (the “COVID-19 pandemic”)), geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes associated with the current or subsequent U.S. administration; (viii) the ability of S&P Global and IHS Markit to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber -attack, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions such as the COVID-19 pandemic; (ix) the impact of public health crises, such as pandemics (including the COVID-19 pandemic) and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets, including any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down or similar actions and policies; (x) the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; (xi) changes in debt and equity markets, including credit quality and spreads; (xii) demand for investment products that track indices and assessments, and trading volumes of certain exchange-traded derivatives; (xiii) changes in financial markets, capital, credit and commodities markets and interest rates; (xiv) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xv) the parties’ ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; and (xvi) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (the “SEC”) by S&P Global and IHS Markit from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q. While the list of factors presented here is considered representative, this list should not be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on S&P Global’s or IHS Markit’s consolidated financial condition, results of operations, credit rating or liquidity. Except to the extent required by applicable law or regulation, each of S&P Global and IHS Markit disclaims any duty to update any forward-looking statements contained in this communication or to otherwise update any of the above-referenced factors.
No Offer or Solicitation
This document is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Information About the Transaction and Where to Find It
In connection with the proposed transaction, S&P Global and IHS Markit will file relevant materials with the SEC, including a registration statement on Form S-4 filed by S&P Global to register the shares of S&P Global common stock to be issued in connection with the proposed transaction. The registration statement will include a joint proxy statement/prospectus which will be sent to the shareholders of S&P Global and IHS Markit seeking their approval of their respective transaction-related proposals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT S&P GLOBAL, IHS MARKIT AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from S&P Global at its website, or from IHS Markit at its website. Documents filed with the SEC by S&P Global will be available free of charge by accessing S&P Global’s website at www.spglobal.com under the heading Investor Relations, or, alternatively, by directing a request by telephone to 866-436-8502 (domestic callers) or 212-438-2192 (international callers) or by mail to S&P Global at Investor Relations, S&P Global Inc., 55 Water Street, New York, NY 10041, and documents filed with the SEC by IHS Markit will be available free of charge by accessing IHS Markit’s website at www.ihsmarkit.com under the heading Investor Relations or, alternatively, by directing a request by telephone to 303-790-0600 or by mail to IHS Markit at IHS Markit Investor Relations and Corporate Communications, 15 Inverness Way East, Englewood, CO 80112.
Participants in the Solicitation
S&P Global, IHS Markit and certain of their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of S&P Global and IHS Markit in respect of the proposed transaction under the rules of the SEC. Information about IHS Markit’s directors and executive officers is available in IHS Markit’s Form 10-K for the year ended November 30, 2019, proxy statement dated February 28, 2020 for its 2020 Annual General Meeting of Shareholders, and certain of its Current Reports on Form 8-K. Information about S&P Global’s directors and executive officers is available in S&P Global’s Form 10-K for the year ended December 31, 2019, proxy statement dated March 30, 2020 for its 2020 Annual Meeting of Shareholders, and certain of its Current Reports on Form 8-K. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the transaction when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from S&P Global or IHS Markit using the sources indicated above.
Contacts:
Investor Relations:
S&P Global
Chip Merritt
Senior Vice President, Investor Relations
(212) 438 4321
chip.merritt@spglobal.com
http://investor.spglobal.com
IHS Markit
Eric Boyer
Senior Vice President, Investor Relations
IHS Markit
(303) 397 2969
eric.boyer@ihsmarkit.com
http://investor.ihsmarkit.com/
News Media:
S&P Global
Dave Guarino
Chief Communications Officer
(201) 755 5334
dave.guarino@spglobal.com
Ed Trissel / Tim Ragones
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
IHS Markit
Sebastian Kadritzke
sebastian.kadritzke@ihsmarkit.com
+44-7939-227-676
Exhibit 99.2
S&P Global + IHS Markit Powering the Markets of the Future November 30, 2020
2 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary Forward - Looking Statements This document contains “forward - looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward - looking statements, which are based on current expectations, e stimates and projections about future business and operating results, the industry and markets in which S&P Global Inc. (“S&P Global”) and IHS Markit Ltd. (“IHS Markit”) operate and beliefs of an d a ssumptions made by S&P Global management and IHS Markit management, involve uncertainties that could significantly affect the financial or operating results of S&P Global, IHS Marki t o r the combined company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “will, ” “should,” “may,” “projects,” “could,” “would,” “target,” “estimates” or v ari ations of such words and other similar expressions are intended to identify such forward - looking statements, which generally are not historical in nature, but not all forward - looking statements include such id entifying words. Such forward - looking statements include, but are not limited to, projections of earnings, statements of plans for future operations or expected revenues, statements about the ben efi ts of the transaction involving S&P Global and IHS Markit, including future financial and operating results and cost and revenue synergies, the combined company’s plans, objectives, expectations and in ten tions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to creating value for shareho lders, benefits of the proposed transaction to shareholders, employees, customers and other constituents of the combined company, the outcome of contingencies, future actions by regulators, changes in business strategies and methods of generating revenue, the development and performance of each company’s services and products, integrating our companies, cost savings, the expected ti met able for completing the proposed transaction, general conditions in the geographic areas where we operate and our respective effective tax rates, cost structure, dividend policy, cash flows or liq uidity — are forward - looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that could cau se actual results to differ materially from those expressed in such forward - looking statements. We can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward - looking statements. For example, these forward - looking statements could be affected by factors including, without l imitation, risks associated with: (i) the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expe cte d, at all or in a timely manner; (ii) the ability of S&P Global and IHS Markit to obtain shareholder approval for the proposed transaction; (iii) uncertainty relating to the impact of the proposed tra nsaction on the businesses of S&P Global and IHS Markit, including potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transact ion and changes to existing business relationships during the pendency of the acquisition that could affect S&P Global’s and/or IHS Markit’s financial performance; (iv) the ability of S&P Global to s ucc essfully integrate IHS Markit’s operations and retain and hire key personnel; (v) the ability of S&P Global to implement its plans, forecasts and other expectations with respect to IHS Markit’s business aft er the consummation of the proposed transaction and realize expected synergies; (vi) business disruption following the proposed transaction; (vii) economic, financial, political and regulatory c ond itions, in the United States and elsewhere, and other factors that contribute to uncertainty and volatility, including the upcoming U.S. presidential transition, the United Kingdom’s withdrawal from the Eur ope an Union, natural and man - made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID - 19) pandemic (the “COVID - 19 pandemic”)), geopolitical uncertainty, and conditions that may result from le gislative, regulatory, trade and policy changes associated with the current or subsequent U.S. administration; (viii) the ability of S&P Global and IHS Markit to successfully recover from a dis ast er or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber - attack, power loss, telecommunications failure or other nat ural or man - made event, including the ability to function remotely during long - term disruptions such as the COVID - 19 pandemic; (ix) the impact of public health crises, such as pandemics (including the C OVID - 19 pandemic) and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to main tai n the functioning of national or global economies and markets, including any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down or similar actions and poli cie s; (x) the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; (xi) changes in debt and equity markets, including credit quality and spreads; (xi i) demand for investment products that track indices and assessments, and trading volumes of certain exchange - traded derivatives; (xiii) changes in financial markets, capital, credit and commodities mar kets and interest rates; (xiv) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xv) the parties’ ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; and (xvi) those additional risks and factors discussed in reports filed with the Securities and Exchang e C ommission (the “SEC”) by S&P Global and IHS Markit from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed Annual Reports on Form 10 - K a nd subsequent Quarterly Reports on Form 10 - Q. While the list of factors presented here is considered representative, this list should not be considered to be a complete statement of all potential r isk s and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward - looking statements. Consequences of material differences in results as compared with tho se anticipated in the forward - looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on S&P Global’s or IHS Markit’s consolidated financial condition, results of operations, credit rating or liquidity. Except to the extent required by applica ble law or regulation, each of S&P Global and IHS Markit disclaims any duty to update any forward - looking statements contained in this communication or to otherwise update any of the above - referenced factors . Disclaimers
3 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary No Offer or Solicitation This document is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the sol ici tation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be un lawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requiremen ts of Section 10 of the Securities Act of 1933, as amended. Important Information About the Transaction and Where to Find It In connection with the proposed transaction, S&P Global and IHS Markit will file relevant materials with the SEC, including a re gistration statement on Form S - 4 filed by S&P Global to register the shares of S&P Global common stock to be issued in connection with the proposed transaction. The registration sta tem ent will include a joint proxy statement/prospectus which will be sent to the shareholders of S&P Global and IHS Markit seeking their approval of their respective transaction - relat ed proposals. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S - 4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDM ENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR TO BE FILED WITH THE SEC IN CONNECTION W ITH THE PROPOSED TRANSACTION, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT S&P GL OBA L, IHS MARKIT AND THE PROPOSED TRANSACTION. Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from S&P Global at its website, or from IHS Markit at its website. Documents filed with the SEC by S&P Global will be available free of charge by accessing S&P Gl obal’s website at www.spglobal.com under the heading Investor Relations, or, alternatively, by directing a request by telephone to 866 - 436 - 8502 (domestic callers) or 212 - 438 - 2192 (international callers) or by mail to S&P Global at Investor Relations, S&P Global Inc., 55 Water Street, New York, NY 10041, and documents filed with the SEC by IHS Markit will be available free of charge by accessing IHS Markit’s website at www.ihsmarkit.com under the heading Investor Relations or, alternatively, by directing a request by telephone to 3 03 - 790 - 0600 or by mail to IHS Markit at IHS Markit Investor Relations and Corporate Communications, 15 Inverness Way East, Englewood, CO 80112. Participants in the Solicitation S&P Global, IHS Markit and certain of their respective directors and executive officers and other members of management and e mpl oyees may be deemed to be participants in the solicitation of proxies from the shareholders of S&P Global and IHS Markit in respect of the proposed transaction under the r ule s of the SEC. Information about IHS Markit’s directors and executive officers is available in IHS Markit’s Form 10 - K for the year ended November 30, 2019, proxy statement dated Februa ry 28, 2020 for its 2020 Annual General Meeting of Shareholders, and certain of its Current Reports on Form 8 - K. Information about S&P Global’s directors and executive officers is available in S&P Global’s Form 10 - K for the year ended December 31, 2019, proxy statement dated March 30, 2020 for its 2020 Annual Meeting of Shareholders, and certain of its Curre nt Reports on Form 8 - K. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security ho ldi ngs or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the transaction when they become availab le. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain fre e c opies of these documents from S&P Global or IHS Markit using the sources indicated above. Disclaimers
4 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary Disclaimers Non - GAAP financial measures We report our financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). In th is presentation, we also refer to and present certain additional non - GAAP financial measures, within the meaning of Regulation G under the Securities Exchange Act of 1934. These meas ures are: adjusted EBITA margin. Reconciliations of these non - GAAP financial measures to the most directly comparable financial measure calculated in accordance with GAAP are available at http://investor.spglobal.com/Investor - Presentations . These non - GAAP measures include adjustments that reflect how management views our businesses. We believe these non - GAAP financial measures provide useful supplemental information that, in the case of non - GAAP financial measures other than free cash flow, enables investors to better compare our performance across periods, and management also uses these measures internally to assess the operating performance of its bu siness, to assess performance for employee compensation purposes and to decide how to allocate resources. The Company believes that the presentation of free cash flow a llo ws investors to evaluate the cash generated from our underlying operations in a manner similar to the method used by management and that such measures are useful in evaluatin g t he cash available to us to prepay debt, make strategic acquisitions and investments, and repurchase stock. However, investors should not consider any of these non - GAAP measu res in isolation from, or as a substitute for, the financial information that S&P Global and IHS Markit report. Lastly, this presentation also includes certain forward - looking non - GAAP financial measures. We are unable to present a quantitative reconciliation of this forward - looking non - GAAP financial information because management cannot reliably predict al l of the necessary components of such measures. Accordingly, investors are cautioned not to place undue reliance on this information. EU Regulation affecting investors in credit rating agencies European Union Regulation 1060/2009 (as amended) applies to credit rating agencies (CRAs) registered in the European Union an d t herefore to the activities of S&P Global Ratings Europe Limited which is registered and regulated as a CRA with the European Securities and Markets Authority (“ESMA”). Any person obtaining direct or indirect ownership or control of 5% or more or 10% or more of the shares in S&P Global Inc. ma y ( i) impact how S&P Global Ratings can conduct its CRA activities in the European Union and/or (ii) themselves become directly impacted by EU Regulation 1060/2009 (as amended). Persons who have or expect to obtain such shareholdings in S&P Global Inc. should promptly contact Chip Merritt at S&P Global ’s Investor Relations department (chip.merritt@spglobal.com) for more information and should also obtain independent legal advice in such respect.
5 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary Call participants Douglas Peterson CEO, S&P Global Ewout Steenbergen CFO, S&P Global Lance Uggla CEO, IHS Markit
6 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary Key transaction terms and financial highlights of combination Consideration • All - stock transaction, 0.2838x exchange ratio, implying approximately 32.25% ownership for IHS Markit shareholders after closing of the transaction 1 • Enterprise value of $44B, including $4.8B net debt; 28.2x LTM EBITDA (after stock - based compensation expense) multiple pre - synergies, 19.6x post - synergies Management & Board • Combined business will be led by S&P Global President and CEO, Douglas Peterson. Ewout Steenbergen, EVP and Chief Financial Officer of S&P Global, will serve as Chief Financial Officer • Lance Uggla will stay on as a special advisor to the company for one year following closing • Four new members to be added to the combined Board from IHS Markit; Richard Thornburgh, current Chairman of the Board of S&P Global, will serve as Chairman of the combined company • Combined company will be headquartered in New York, with substantial presence in major global cities Financial highlights • Enhanced growth profile: pro forma annual organic revenue growth of 6.5 - 8.0% from 2021 - 2023 • Attractive profitability: Annual EBITA margin expansion of ~200bps • Accretive to earnings by the end of the 2nd full year after close 2 • Substantial synergies: expected ~$680M EBITA impact 2 • Capital return program: free cash flow of over $5B by 2023, supporting strong balance sheet with target adjusted leverage of 2.0 - 2.5x and target capital return of at least 85% of free cash flow Timing & approvals • Transaction unanimously approved by S&P Global and IHS Markit Boards of Directors • Expected to close in 2H 2021 • Subject to S&P Global and IHS Markit shareholder approvals, HSR and other antitrust approvals, regulatory approvals, other customary closing conditions 1 Assumes approximately 242 million fully diluted SPGI shares and approximately 407 million fully diluted IHS Markit shares at cl osing 2 Full run rate synergies expected to be delivered by the end of the fifth year post - closing. However, no assurance can be give n as to the timing or amount of such synergies. See “Disclaimers — Forward looking statements” on slide 2 above
7 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary Transaction strengthens and accelerates our Powering the Markets of the Future strategy Enhances customer value proposition with unique, highly complementary assets Builds scale and joint offerings in high growth markets and leverages innovation and technology capability, including Kensho and IHS Markit Data Lake Delivers expected cost synergies of ~$480M and revenue synergies of ~ $350M, resulting in ~$680M EBITA impact Accelerates growth and creates a pro forma portfolio with 76% recurring revenue, balanced across major industry segments Maintains a strong balance sheet and produces substantial free cash flow, enhancing flexibility for capital return and M&A and driving adjusted diluted EPS accretion by the end of year 2 Combines industry - leading talent , underpinning best - in - class execution
8 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary S&P Global is a leading innovator in key segments of the information services industry Business profile Customer & market presence High quality team • Proven executive team led by President and CEO, Douglas Peterson, and Chairman of the Board, Richard Thornburgh • Diverse and engaged workforce of 23,000 employees across 35 countries • Ranked Top 50 Global "Best Managed Companies in 2019" by the Drucker Institute 69% Recurring revenue (L4Q 1 ) $7.3B Revenue (L4Q 1 ) Business strengths Ratings Market Intelligence SPDJI Platts 47% 28% 13% 12% 30,000 Customers in 150+ countries 99 /100 of the Fortune Global 100 1,500+ Credit analysts $11.2T Assets indexed to S&P 500 100,000 Price benchmarks 10 /10 Top global banks • 1M+ credit ratings outstanding • Leading equity and energy benchmarks • ~1M registered desktop users • Coverage of 80M companies • Deep industry expertise across financial and corporate sectors 1 Last four quarters (“L4Q”)
9 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary IHS Markit is a provider of deep financial market and industry intelligence Business profile Customer & market presence High quality team • Experienced executive team led by Chairman of the Board and CEO, Lance Uggla • Committed and experienced workforce of 15,500 employees across 38 countries • >5K analysts, data scientists, financial experts and industry specialists 88% Recurring revenue (L4Q) $4.3B Revenue (L4Q) Business strengths Financial Services Transportation CMS Resources 41% 27% 21% 11% 50,000 Customers in 140 countries 80% of the Fortune Global 500 10 /10 Largest global automobile companies 49 /50 Largest US Banks 49 /50 Largest global oil companies 94 /100 Largest US Corporates • Recognized pricing & reference data with 2.5M+ corporate and sovereign bonds covered • Private market solutions provider conducting 40K+ asset valuations per year • Established fixed income benchmarks and indices • Leading data, analysis and insight for Resources, Automotive and Engineering sectors
10 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary 41% 28% 31% Both organizations have built attractive recurring revenue bases; the pro forma company will have 76% recurring revenue Recurring fixed Recurring variable Non - recurring S&P Global: 69% of revenue is recurring IHS Markit: 88% of revenue is recurring $7.3B Revenue (L4Q) Recurring fixed Recurring variable Non - recurring 74% 14% 12% $4.3B Revenue (L4Q) 1 Reflects allocation of existing S&P Global revenue reporting as follows: “Recurring fixed”: Subscription; “Recurring variab le” : Non - transaction, Asset - linked fees; “Non - recurring”: Non - subscription, Transaction, Sales usage - based royalties 1 1
11 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary Indices SPDJI + FS Indices 1 Transaction will enable scale and efficiency to more vigorously compete in core market segments $11.6B Pro forma Balanced portfolio of complementary assets Financial Info & Services • Proprietary and unique data • Complementary workflow solutions Ratings • 1M+ credit ratings outstanding • ESG, green and social evaluations Indices • Leading equity and fixed income benchmarks • Multi - asset investment/capital markets solutions Commodities & Energy • Leading energy price benchmarks • Upstream/downstream data and analytics Transportation & Engineering • Comprehensive automotive industry services • Leader in technical engineering standards Financial Info & Services Market Intelligence + Financial Services Ratings Commodities & Energy Platts + Resources Transportation & Engineering Transportation + CMS 32% 30% 9% 15% 14% 1 Reflects an approximate allocation of index revenue from Financial Services to Indices (L4Q)
12 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary Combined company will broaden its reach across customer segments, workflows and use cases Providing customers the intelligence they need to make decisions with conviction Benchmarking Data & analytics Market insight & research Asset valuation Risk management Leading capabilities Serving diverse customer segments Financial services Investment Managers, Private Equity, Investment Banking, Commercial Banking, Insurance Corporates Automotive, Oil & Gas, Engineering, Technology, Infrastructure, Real Estate Government National, state and local governments, bureaus, regulatory bodies Illustrative examples Ratings
13 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary Combined capabilities enhance pro forma company’s ability to serve high growth adjacencies Climate & Energy Transition ESG Private Assets & SME 1 Supply Chain & Trade Counterparty Risk Management Alternative Data $20B Total addressable market Leading technology scale and capability, including Kensho and IHS Markit Data Lake Pro forma company will continue to deploy >$1B annually on technology >10% Average market growth and + S&P Global + IHS Markit can together best serve emerging segments with… 1 Small and medium enterprises (“SME”)
14 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary Pro forma company has complementary assets and commercial offerings in ESG, climate and energy transition Comprehensive solutions • ESG scores with time series data • Workflow and reporting platforms • Emissions database Data & Platforms Analytics • Climate and transition scenarios • Plastics circularity • Asset valuations Benchmarks • ESG equity indices • ESG fixed income indices • ESG Evaluations • Price benchmarks (carbon, hydrogen)
15 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary Transaction provides a clear path to integration synergies with ~$680M EBITA impact Near - term synergy realization – expecting to realize ~$390M of run rate cost synergies by the end of the 2 nd full year after close Accretive to earnings by the end of 2 nd full year after close Business Overlap & Efficiency Corporate Functions & Technology Real Estate Cost synergy program ~$480M ~$680M EBITA impact ~65% ~25% ~10% New Products Cross Sell Revenue synergy program ~$350M ~60% ~40% Note: Assuming average marginal flow through of revenue synergies to EBITA of ~57%
16 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary Combined company has an exceptional financial outlook Last 4 Quarters Actual Performance $11.6B Revenue Combined Company Adjusted EBITA Margin 45% Free Cash Flow $4B 6.5 - 8.0% ~200bps per year ~$14B Mid - teens 2021 - 2023 Combined Company Annual Organic Revenue Growth Annual Margin Expansion Cumulative Free Cash Flow Adjusted Diluted EPS Growth Mid - Single Digit 2022 2023 Notes: 1 IHS Markit EBITA margin based on company - defined Adjusted EBITDA minus stock - based compensation and adjusted depreciat ion & amortization expenses. Figures reflect IHS Markit’s November 30 fiscal year end 2 Pro forma adjusted diluted EPS projections based on a n a ssumed combined company effective tax rate of 22.2 - 23.2%; also assumes that the combined company realizes interest expense savings based on re financing IHS Markit’s existing debt, to be realized over a three - year period post - closing 2021 - 2023 2022, 2023 2021 - 2023
17 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary Disciplined financial criteria 17 Pro forma company will generate free cash flow in excess of $5B by 2023 Target 20 - 30% payout ratio 1 Target >85% FCF 2 Target leverage 3 2.0 - 2.5x To be deployed towards… Organic Investments & M&A Total Capital Return Balance Sheet Dividends Fund initiatives to accelerate growth and pursue strategic M&A Balanced return - of - capital program includes share repurchases, subject to valuation discipline Maintain prudent and flexible capital structure Continue to grow predictable return each year 1 Payout ratio as % of adjusted diluted EPS 2 Target of 85% of FCF includes both dividends and share repurchases 3 Leverage measured on an agency - adjusted basis, as defined in SPGI’s quarterly earnings presentations
18 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary The scale of the combined company increases its ability to accelerate progress in the world Economic Environment Diversity & Inclusion Governance
19 Footer : Never change the footer text on individual slides. Change, turn on or off footer by using Data color order: Complimentary Together we will shape the markets of the future Ratings Indices Financial Info & Services Commodities & Energy Transportation & Engineering Serving important market segments
S&P Global + IHS Markit Powering the Markets of the Future November 30, 2020 REPLAY OPTIONS Internet: Replay available for one year Go to http://investor.spglobal.com http://investor.ihsmarkit.com Telephone: Replay available through December 30 , 2020 Domestic: 8 88 - 566 - 0708 International: 203 - 369 - 3 622 No password required