IHS Markit Ltd. (Form: 8-K, Received: 12/01/2021 16:32:05)

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):

December 1, 2021

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 1.01 Other Events.

On November 16, 2021, S&P Global Inc. (“S&P Global”) announced that S&P Global Market Intelligence Inc. (“Market Intelligence”), a wholly owned subsidiary of S&P Global, commenced (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 S&P Global and cash and (ii) the related solicitations of consents (collectively, the “Consent Solicitations”) to adopt the Amendments (as defined below) in each of the IHS Markit Indentures (as defined below) governing the IHS Markit Notes. The Exchange Offers and Consent Solicitations were commenced in connection with the pending merger between S&P Global and IHS Markit (the “Merger”) and are being made pursuant to the conditions set forth in the confidential offering memorandum and consent solicitation statement, dated November 16, 2021.

On December 1, 2021, S&P Global announced that the requisite number of consents have been received to adopt the Amendments with respect to all outstanding series of IHS Markit Notes, which results are based on early tenders in the Exchange Offers and Consent Solicitations. Following the receipt of the requisite consents, on November 30, 2021, IHS Markit entered into supplemental indentures (the “Supplemental Indentures”) relating to each of (i) the senior notes indenture (the “IHS Markit 2016 Indenture”), dated as of July 28, 2016, among IHS Markit, the guarantors party thereto and Computershare Trust Company, N.A.,as successor to Wells Fargo Bank, National Association, as trustee (in such capacity, the “Trustee”), (ii) the senior notes indenture, dated as of February 9, 2017, among IHS Markit, the guarantors party thereto and the Trustee (as supplemented, the “IHS Markit Feb 2017 Indenture”), (iii) the senior notes indenture, dated as of December 1, 2017, among IHS Markit, the guarantors party thereto and the Trustee (the “IHS Markit Dec 2017 Indenture”) and (iv) the senior indenture, dated as of July 23, 2018, between IHS Markit and the Trustee (as supplemented and, together with the IHS Markit 2016 Indenture, the IHS Markit Feb 2017 Indenture and the IHS Markit Dec 2017 Indenture, the “IHS Markit Indentures”) governing the IHS Markit Notes.

The proposed amendments (the “Amendments”) contained in the Supplemental Indentures amend the IHS Markit Indentures 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. The Supplemental Indentures provide that the Amendments become effective and binding upon execution and delivery thereof by the parties thereto, but will only become operative upon consummation and settlement of the Exchange Offers, which are conditioned upon, among other things, the consummation of the Merger.

The foregoing description of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the Supplemental Indentures, copies of which are attached as Exhibits 4.1, 4.2, 4.3 and 4.4 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 3.03 Material Modification of Rights to Security Holders.

The information set forth above under Item 1.01 with respect to the Supplemental Indentures is hereby incorporated by reference into this Item 3.03.

Forward-Looking Statements:

This Current Report on Form 8-K 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 and 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,” “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 Merger, 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 Merger 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 Merger, 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 Merger and the divesture of the OPIS, CMM, PetroChem Wire, CUSIP Global Services and Leveraged Commentary and Data (LCD) and related family of leveraged loan indices businesses (together, the “proposed transaction”), including the ability to secure regulatory approvals and consummate related dispositions on the terms expected, at all or in a timely manner; (ii) uncertainty relating to the impact of the proposed Merger, divestitures and liability management transactions 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; (iii) the ability of S&P Global to successfully integrate IHS Markit’s operations and retain and hire key personnel; (iv) 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; (v) business disruption following the proposed transaction; (vi) economic, financial, political and regulatory conditions, in the United States and elsewhere, and other factors that contribute to uncertainty and volatility, including 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 U.S. administration; (vii) 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, data breach, 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; (viii) 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; (ix) the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; (x) changes in debt and equity markets, including credit quality and spreads; (xi) demand for investment products that track indices and assessments, and trading volumes of certain exchange-traded derivatives; (xii) changes in financial markets, capital, credit and commodities markets and interest rates; (xiii) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) the parties’ ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; (xv) the outcome of the Exchange Offers and Consent Solicitations; and (xvi) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed with this report:

(4.1)

First Supplemental Indenture, dated as of December 1, 2021, to the Senior Notes Indenture, dated as of July 28, 2016, among IHS Markit Ltd., the guarantors party thereto and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee.

(4.2)

Supplemental Indenture No. 2, dated as of December 1, 2021, to the Senior Notes Indenture, dated as of February 9, 2017, among IHS Markit Ltd., the guarantors party thereto and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee.

(4.3)

First Supplemental Indenture, dated as of December 1, 2021, to the Senior Notes Indenture, dated as of December 1, 2017, among IHS Markit Ltd., the guarantors party thereto and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee.

(4.4)

Fifth Supplemental Indenture, dated as of December 1, 2021, to the Senior Indenture, dated as of July 23, 2018, between IHS Markit Ltd. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as trustee.

(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: December 1, 2021	IHS MARKIT LTD.

	By:	/s/ Sari Granat
	Name:	Sari Granat
	Title:	Executive Vice President, Chief Administrative Officer,
		and General Counsel

Exhibit 4.1

FIRST SUPPLEMENTAL INDENTURE

FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of December 1, 2021, between IHS Markit Ltd., a Bermuda exempted company limited by shares (the “Company”), and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company and the guarantors listed therein have heretofore executed and delivered to the Trustee an indenture, dated as of July 28, 2016 (the “Indenture”), providing for the issuance of the Company’s 5.000% Senior Notes due 2022 (the “Notes”);

WHEREAS, on June 25, 2018, the Company filed a Current Report on Form 8-K, which announced, among other things, that in connection with the Company’s entry into a new credit agreement, and the termination of the Credit Agreement, each guarantor under the Notes was released from its guarantee pursuant to the terms of the Indenture;

WHEREAS, $742,848,000 in aggregate principal amount of the Notes is currently outstanding;

WHEREAS, subject to certain exceptions, Section 9.02 of the Indenture provides, among other things, that the Indenture may be amended with the consent of holders of a majority in principal amount of the Notes then outstanding (including consents obtained in connection with a tender offer or exchange offer for the Notes);

WHEREAS, on November 29, 2020, the Company and S&P Global, Inc., a New York Corporation (“S&P Global”), entered into an agreement and plan of merger, as may be amended from time to time, pursuant to which, among other things, Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of S&P Global, will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of S&P Global (the “Merger”);

WHEREAS, in connection with the Merger, S&P Global Market Intelligence, Inc., a Delaware corporation and a wholly owned subsidiary of S&P Global (“Market Intelligence”), has issued an Offering Memorandum and Consent Solicitation Statement, dated November 16, 2021 (the “Offering Memorandum”), pursuant to which Market Intelligence has (i) offered to exchange (the “Exchange Offer”) the Notes for new 5.000% Senior Notes due 2022 issued by S&P Global (the “Exchange Notes”) and cash and (ii) solicited consents (the “Consent Solicitation”), on behalf of the Company, from certain holders of the Notes to amend the Indenture as set forth in Article I hereof;

WHEREAS, the Company requests the Trustee to join with it in the execution and delivery of this First Supplemental Indenture, and, in accordance with Section 9.05 of the Indenture, the Company has (i) received and delivered to the Trustee evidence of the consent of the holders of at least a majority in aggregate principal amount of the Notes outstanding, which consents have not been withdrawn, to the execution and delivery of this First Supplemental

Indenture pursuant to the Exchange Offer and the Consent Solicitation and (ii) delivered to the Trustee simultaneously with the execution and delivery of this First Supplemental Indenture an Officer’s Certificate and an Opinion of Counsel relating to this First Supplemental Indenture; and

WHEREAS, all requirements necessary to make this First Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been met and performed, and the execution and delivery of this First Supplemental Indenture has been duly authorized in all respects.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the benefit of each other and for the equal and ratable benefit of the holders of the Notes as follows:

ARTICLE I

AMENDMENTS TO INDENTURE AND NOTES

SECTION 1.1 AMENDMENTS TO ARTICLES FOUR, FIVE AND SIX OF THE INDENTURE.

(a) The Indenture is hereby amended by deleting the following Sections of the Indenture and all references and definitions related solely thereto in their entirety:

•

Section 4.03 (Taxes);

•

Section 4.06 (SEC Reports);

•

Section 4.08 (Limitation on Liens);

•

Section 4.09 (Future Guarantors);

•

Section 4.10 (Offer to Repurchase upon Change of Control);

•

Section 4.11 (Sale/Leaseback Transactions); and

•

Section 5.01 (Merger, Consolidation or Sale of All or Substantially All Assets).

All such deleted Sections are replaced with “[Intentionally Omitted].”

(b) Clauses (3), (4), (5), (6), (7), (8), (9) and (10) of Section 6.01(a) (Events of Default) of the Indenture are hereby deleted in their entirety and replaced with “[Intentionally Omitted],” and all references in the Indenture to the clauses so eliminated are deleted in their entirety.

SECTION 1.2 AMENDMENTS TO NOTES. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this First Supplemental Indenture.

ARTICLE II

MISCELLANEOUS PROVISIONS

SECTION 2.1 CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

SECTION 2.2 INDENTURE. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this First Supplemental Indenture shall control.

SECTION 2.3 GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 2.4 CONSENT TO JURISDICTION. Any legal suit, action or proceeding arising out of or based upon this First Supplemental Indenture or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

SECTION 2.5 WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 2.6 SUCCESSORS. All agreements of the Company in this First Supplemental Indenture shall bind its successors. All agreements of the Trustee in this First Supplemental Indenture shall bind its successors.

SECTION 2.7 COUNTERPARTS. The parties may sign any number of copies of this First Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this First Supplemental Indenture and of signature pages by facsimile or electronic document format (e.g., “.pdf” or “.tif”) transmission shall constitute effective execution and delivery of this First Supplemental Indenture as to the parties hereto and may be used in lieu of the original First Supplemental Indenture for all purposes.

The words “execution,” “signed,” “signature,” and words of like import in this First Supplemental Indenture or any agreement entered into in connection herewith shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act (e.g. DocuSign).

This First Supplemental Indenture shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This First Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

SECTION 2.8 SEVERABILITY. In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 2.9 THE TRUSTEE. The Trustee accepts the amendments of the Indenture effected by this First Supplemental Indenture and agrees to perform its duties under the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining the rights and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define its rights and limit its liabilities and responsibilities in the performance of its duties under the Indenture as hereby amended. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this First Supplemental Indenture as

fully and with like force and effect as though fully set forth in full herein. The Trustee makes no representation as to and shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this First Supplemental Indenture, the Merger, the Exchange Offer, the Exchange Notes, the Consent Solicitation, any document used in connection with the Exchange Offer or the Consent Solicitation, or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company, and the Trustee assumes no responsibility for the same.

SECTION 2.10 EFFECTIVENESS. The provisions of this First Supplemental Indenture shall be effective and binding upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the amendments set forth in Article I of this First Supplemental Indenture shall become operative only upon the consummation and settlement of the Exchange Offer and the Consent Solicitation in accordance with the terms and conditions set forth in the Offering Memorandum, including the condition that the Merger shall have been consummated. The Company shall notify the Trustee in writing promptly after the Exchange Offer and the Consent Solicitation is consummated or after the Company shall determine that the Exchange Offer and the Consent Solicitation will not be consummated. The Company, by providing written notice to the Trustee of the consummation of the Exchange Offer and the Consent Solicitation, hereby represents, warrants, and certifies to the Trustee that the holders of at least a majority in aggregate principal amount of the Notes outstanding have provided consents to the execution of this First Supplemental Indenture.

SECTION 2.11 HEADINGS. The headings of the Sections of this First Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this First Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and delivered, all as of the date first above written.

IHS MARKIT LTD.




By:	/s/ Jonathan Gear
	Name:	Jonathan Gear
	Title:	Executive Vice President and Chief Financial Officer

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee




By:	/s/ Linda Lopez
	Name:	Linda Lopez
	Title:	Assistant Vice President

[SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE]

Exhibit 4.2

SUPPLEMENTAL INDENTURE NO. 2

SUPPLEMENTAL INDENTURE NO. 2 (this “Supplemental Indenture No. 2”), dated as of December 1, 2021, between IHS Markit Ltd., a Bermuda exempted company limited by shares (the “Company”), and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company and the guarantors listed therein have heretofore executed and delivered to the Trustee an indenture, dated as of February 9, 2017 (the “Base Indenture”), as supplemented by the Supplemental Indenture No.1, dated as of July 13, 2017, among the Company, the guarantors listed therein and the Trustee (together with the Base Indenture, the “Indenture”), providing for the issuance of the Company’s 4.750% Senior Notes due 2025 (the “Notes”);

WHEREAS, $800,000,000 in aggregate principal amount of the Notes is currently outstanding;

WHEREAS, in connection with the Merger, S&P Global Market Intelligence, Inc., a Delaware corporation and a wholly owned subsidiary of S&P Global (“Market Intelligence”), has issued an Offering Memorandum and Consent Solicitation Statement, dated November 16, 2021 (the “Offering Memorandum”), pursuant to which Market Intelligence has (i) offered to exchange (the “Exchange Offer”) the Notes for new 4.750% Senior Notes due 2025 issued by S&P Global (the “Exchange Notes”) and cash and (ii) solicited consents (the “Consent Solicitation”), on behalf of the Company, from certain holders of the Notes to amend the Indenture as set forth in Article I hereof;

WHEREAS, the Company requests the Trustee to join with it in the execution and delivery of this Supplemental Indenture No. 2, and, in accordance with Section 9.05 of the

Indenture, the Company has (i) received and delivered to the Trustee evidence of the consent of the holders of at least a majority in aggregate principal amount of the Notes outstanding, which consents have not been withdrawn, to the execution and delivery of this Supplemental Indenture No. 2 pursuant to the Exchange Offer and the Consent Solicitation and (ii) delivered to the Trustee simultaneously with the execution and delivery of this Supplemental Indenture No. 2 an Officer’s Certificate and an Opinion of Counsel relating to this Supplemental Indenture No. 2; and

WHEREAS, all requirements necessary to make this Supplemental Indenture No. 2 a valid, binding and enforceable instrument in accordance with its terms have been met and performed, and the execution and delivery of this Supplemental Indenture No. 2 has been duly authorized in all respects.

ARTICLE I

AMENDMENTS TO INDENTURE AND NOTES

SECTION 1.1 AMENDMENTS TO ARTICLES FOUR, FIVE AND SIX OF THE INDENTURE.

(a) The Base Indenture is hereby amended by deleting the following Sections of the Base Indenture and all references and definitions related solely thereto in their entirety:

•

Section 4.03 (Taxes);

•

Section 4.06 (SEC Reports);

•

Section 4.08 (Limitation on Liens);

•

Section 4.09 (Future Guarantors);

•

Section 4.10 (Offer to Repurchase upon Change of Control);

•

Section 4.11 (Sale/Leaseback Transactions); and

•

Section 5.01 (Merger, Consolidation or Sale of All or Substantially All Assets).

All such deleted Sections are replaced with “[Intentionally Omitted].”

(b) Clauses (3), (4), (5), (6), (7), (8), (9) and (10) of Section 6.01(a) (Events of Default) of the Base Indenture are hereby deleted in their entirety and replaced with “[Intentionally Omitted],” and all references in the Indenture to the clauses so eliminated are deleted in their entirety.

SECTION 1.2 AMENDMENTS TO NOTES. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Supplemental Indenture No. 2.

ARTICLE II

MISCELLANEOUS PROVISIONS

SECTION 2.1 CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

SECTION 2.2 INDENTURE. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Supplemental Indenture No. 2 shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Supplemental Indenture No. 2 shall control.

SECTION 2.3 GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE NO. 2 WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 2.4 CONSENT TO JURISDICTION. Any legal suit, action or proceeding arising out of or based upon this Supplemental Indenture No. 2 or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

SECTION 2.5 WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE NO. 2 OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 2.6 SUCCESSORS. All agreements of the Company in this Supplemental Indenture No. 2 shall bind its successors. All agreements of the Trustee in this Supplemental Indenture No. 2 shall bind its successors.

SECTION 2.7 COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture No. 2. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Supplemental Indenture No. 2 and of signature pages by facsimile or electronic document format (e.g., “.pdf” or “.tif”) transmission shall constitute effective execution and delivery of this Supplemental Indenture No. 2 as to the parties hereto and may be used in lieu of the original Supplemental Indenture No. 2 for all purposes.

The words “execution,” “signed,” “signature,” and words of like import in this Supplemental Indenture No. 2 or any agreement entered into in connection herewith shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act (e.g. DocuSign).

This Supplemental Indenture No. 2 shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Supplemental Indenture No. 2 may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

SECTION 2.8 SEVERABILITY. In case any provision in this Supplemental Indenture No. 2 shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 2.9 THE TRUSTEE. The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture No. 2 and agrees to perform its duties under the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining the rights and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define its rights and limit its liabilities and responsibilities in the performance of its duties under the Indenture as hereby amended. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Supplemental Indenture No. 2 as

fully and with like force and effect as though fully set forth in full herein. The Trustee makes no representation as to and shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture No. 2, the Merger, the Exchange Offer, the Exchange Notes, the Consent Solicitation, any document used in connection with the Exchange Offer or the Consent Solicitation, or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company, and the Trustee assumes no responsibility for the same.

SECTION 2.10 EFFECTIVENESS. The provisions of this Supplemental Indenture No. 2 shall be effective and binding upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the amendments set forth in Article I of this Supplemental Indenture No. 2 shall become operative only upon the consummation and settlement of the Exchange Offer and the Consent Solicitation in accordance with the terms and conditions set forth in the Offering Memorandum, including the condition that the Merger shall have been consummated. The Company shall notify the Trustee in writing promptly after the Exchange Offer and the Consent Solicitation is consummated or after the Company shall determine that the Exchange Offer and the Consent Solicitation will not be consummated. The Company, by providing written notice to the Trustee of the consummation of the Exchange Offer and the Consent Solicitation, hereby represents, warrants, and certifies to the Trustee that the holders of at least a majority in aggregate principal amount of the Notes outstanding have provided consents to the execution of this Supplemental Indenture No. 2.

SECTION 2.11 HEADINGS. The headings of the Sections of this Supplemental Indenture No. 2 have been inserted for convenience of reference only, are not to be considered a part of this Supplemental Indenture No. 2 and shall in no way modify or restrict any of the terms or provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 2 to be duly executed and delivered, all as of the date first above written.

IHS MARKIT LTD.




By:	/s/ Jonathan Gear
	Name:	Jonathan Gear
	Title:	Executive Vice President and Chief Financial Officer

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee




By:	/s/ Linda Lopez
	Name:	Linda Lopez
	Title:	Assistant Vice President

[SIGNATURE PAGE TO SUPPLEMENTAL INDENTURE NO. 2]

Exhibit 4.3

FIRST SUPPLEMENTAL INDENTURE

W I T N E S S E T H

WHEREAS, the Company and the guarantors listed therein have heretofore executed and delivered to the Trustee an indenture, dated as of December 1, 2017 (the “Indenture”), providing for the issuance of the Company’s 4.000% Senior Notes due 2026 (the “Notes”);

WHEREAS, $500,000,000 in aggregate principal amount of the Notes is currently outstanding;

WHEREAS, in connection with the Merger, S&P Global Market Intelligence, Inc., a Delaware corporation and a wholly owned subsidiary of S&P Global (“Market Intelligence”), has issued an Offering Memorandum and Consent Solicitation Statement, dated November 16, 2021 (the “Offering Memorandum”), pursuant to which Market Intelligence has (i) offered to exchange (the “Exchange Offer”) the Notes for new 4.000% Senior Notes due 2026 issued by S&P Global (the “Exchange Notes”) and cash and (ii) solicited consents (the “Consent Solicitation”), on behalf of the Company, from certain holders of the Notes to amend the Indenture as set forth in Article I hereof;

ARTICLE I

AMENDMENTS TO INDENTURE AND NOTES

SECTION 1.1 AMENDMENTS TO ARTICLES FOUR, FIVE AND SIX OF THE INDENTURE.

(a) The Indenture is hereby amended by deleting the following Sections of the Indenture and all references and definitions related solely thereto in their entirety:

•

Section 4.03 (Taxes);

•

Section 4.06 (SEC Reports);

•

Section 4.08 (Limitation on Liens);

•

Section 4.09 (Future Guarantors);

•

Section 4.10 (Offer to Repurchase upon Change of Control);

•

Section 4.11 (Sale/Leaseback Transactions); and

•

Section 5.01 (Merger, Consolidation or Sale of All or Substantially All Assets).

All such deleted Sections are replaced with “[Intentionally Omitted].”

SECTION 1.2 AMENDMENTS TO NOTES. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this First Supplemental Indenture.

ARTICLE II

MISCELLANEOUS PROVISIONS

SECTION 2.1 CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

SECTION 2.3 GOVERNING LAW. THIS FIRST SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be duly executed and delivered, all as of the date first above written.

IHS MARKIT LTD.




By:	/s/ Jonathan Gear
	Name:	Jonathan Gear
	Title:	Executive Vice President and Chief Financial Officer

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee




By:	/s/ Linda Lopez
	Name:	Linda Lopez
	Title:	Assistant Vice President

[SIGNATURE PAGE TO FIRST SUPPLEMENTAL INDENTURE]

Exhibit 4.4

FIFTH SUPPLEMENTAL INDENTURE

FIFTH SUPPLEMENTAL INDENTURE (this “Fifth Supplemental Indenture”), dated as of December 1, 2021, between IHS Markit Ltd., a Bermuda exempted company limited by shares (the “Company”), and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of July 23, 2018 (the “Base Indenture”), as supplemented by (i) the first supplemental indenture, dated as of July 23, 2018, between the Company and the Trustee (the “First Supplemental Indenture”), providing for the issuance of the Company’s 4.125% Senior Notes due 2023 (the “2023 Notes”), (ii) the second supplemental indenture, dated as of July 23, 2018, between the Company and the Trustee (the “Second Supplemental Indenture”), providing for the issuance of the Company’s 4.750% Senior Notes due 2028 (the “2028 Notes”), (iii) the third supplemental indenture, dated as of April 8, 2019, between the Company and the Trustee (the “Third Supplemental Indenture”), providing for the issuance of the Company’s 3.625% Senior Notes due 2024 (the “2024 Notes”), and (iv) the fourth supplemental indenture, dated as of April 8, 2019, between the Company and the Trustee (the “Fourth Supplemental Indenture” and, together with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the “Indenture”), providing for the issuance of the Company’s 4.250% Senior Notes due 2029 (the “2029 Notes” and, together with the 2023 Notes, the 2024 Notes and the 2028 Notes, the “Notes”);

WHEREAS, $500,000,000 in aggregate principal amount of the 2023 Notes, $400,000,000 in aggregate principal amount of the 2024 Notes, $750,000,000 in aggregate principal amount of the 2028 Notes and $950,000,000 aggregate principal amount of the 2029 Notes are currently outstanding;

WHEREAS, subject to certain exceptions, Section 9.02 of the Base Indenture provides, among other things, that the Indenture may be amended, with respect to the Notes of any series then outstanding, with the consent of holders of a majority in principal amount of the Notes of such series (including consents obtained in connection with a tender offer or exchange offer for the Notes of such series);

exchange the 2023 Notes for new 4.125% Senior Notes due 2023 issued by S&P Global and cash, the 2024 Notes for new 3.625% Senior Notes due 2024 issued by S&P Global and cash, the 2028 Notes for new 4.750% Senior Notes due 2028 issued by S&P Global and cash and the 2029 Notes for new 4.250% Senior Notes due 2029 issued by S&P Global (collectively, the “Exchange Notes”) and cash (collectively, the “Exchange Offers”) and (ii) solicited consents (the “Consent Solicitations”), on behalf of the Company, from certain holders of each series of the Notes to amend the Indenture as set forth in Article I hereof;

WHEREAS, the Company has received evidence of the consent of the holders of at least a majority in aggregate principal amount of each series of the Notes outstanding, which consents have not been withdrawn, to the execution and delivery of this Fifth Supplemental Indenture pursuant to the Exchange Offers and the Consent Solicitations;

WHEREAS, the Company requests the Trustee to join with it in the execution and delivery of this Fifth Supplemental Indenture, and, in accordance with Section 9.05 of the Base Indenture, the Company has delivered to the Trustee simultaneously with the execution and delivery of this Fifth Supplemental Indenture evidence of the consent of the holders of at least a majority in aggregate principal amount of each series of the Notes outstanding, which consents have not been withdrawn, to the execution and delivery of this Fifth Supplemental Indenture pursuant to the Exchange Offer and the Consent Solicitation and (ii) delivered to the Trustee simultaneously with the execution and delivery of this Fifth Supplemental Indenture an Officer’s Certificate and an Opinion of Counsel relating to this Fifth Supplemental Indenture; and

WHEREAS, all requirements necessary to make this Fifth Supplemental Indenture a valid, binding and enforceable instrument in accordance with its terms have been met and performed, and the execution and delivery of this Fifth Supplemental Indenture has been duly authorized in all respects.

ARTICLE I

AMENDMENTS TO INDENTURE AND NOTES

SECTION 1.1 AMENDMENTS TO ARTICLES FOUR AND SIX OF THE BASE INDENTURE.

(a) Section 4.05 (Reports by the Company) of the Base Indenture is hereby deleted in its entirety and replaced with “[Intentionally Omitted],” and all references and definitions related solely thereto are deleted in their entirety.

(b) Clauses (c), (d) and (e) of Section 6.01 (Events of Default) of the Base Indenture are hereby deleted in their entirety and replaced with “[Intentionally Omitted],” and all references in the Indenture to the clauses so eliminated are deleted in their entirety.

SECTION 1.2 AMENDMENTS TO ARTICLES FOUR, FIVE AND SIX OF THE FIRST SUPPLEMENTAL INDENTURE.

(a) The First Supplemental Indenture is hereby amended by deleting the following Sections of the First Supplemental Indenture and all references and definitions related solely thereto in their entirety:

•

Section 4.01 (Offer to Repurchase Upon Change of Control Triggering Event);

•

Section 4.02 (Limitation on Liens);

•

Section 4.03 (Limitation on Sale/Leaseback Transactions);

•

Section 4.05 (Future Guarantors); and

•

Section 5.01 (Merger, Consolidation or Sale of All or Substantially All Assets).

All such deleted Sections are replaced with “[Intentionally Omitted].”

(b) Clauses (1), (2), (3), (4) and (5) of Section 6.01 (Events of Default) of the First Supplemental Indenture are hereby deleted in their entirety and replaced with “[Intentionally Omitted],” and all references in the First Supplemental Indenture to the clauses so eliminated are deleted in their entirety.

SECTION 1.3 AMENDMENTS TO ARTICLES FOUR, FIVE AND SIX OF THE SECOND SUPPLEMENTAL INDENTURE.

(a) The Second Supplemental Indenture is hereby amended by deleting the following Sections of the Second Supplemental Indenture and all references and definitions related solely thereto in their entirety:

•

Section 4.01 (Offer to Repurchase Upon Change of Control Triggering Event);

•

Section 4.02 (Limitation on Liens);

•

Section 4.03 (Limitation on Sale/Leaseback Transactions);

•

Section 4.05 (Future Guarantors); and

•

Section 5.01 (Merger, Consolidation or Sale of All or Substantially All Assets).

All such deleted Sections are replaced with “[Intentionally Omitted].”

(b) Clauses (1), (2), (3), (4) and (5) of Section 6.01 (Events of Default) of the Second Supplemental Indenture are hereby deleted in their entirety and replaced with “[Intentionally Omitted],” and all references in the Second Supplemental Indenture to the clauses so eliminated are deleted in their entirety.

SECTION 1.4 AMENDMENTS TO ARTICLES FOUR, FIVE AND SIX OF THE THIRD SUPPLEMENTAL INDENTURE.

(a) The Third Supplemental Indenture is hereby amended by deleting the following Sections of the Third Supplemental Indenture and all references and definitions related solely thereto in their entirety:

•

Section 4.01 (Offer to Repurchase Upon Change of Control Triggering Event);

•

Section 4.02 (Limitation on Liens);

•

Section 4.03 (Limitation on Sale/Leaseback Transactions);

•

Section 4.05 (Future Guarantors); and

•

Section 5.01 (Merger, Consolidation or Sale of All or Substantially All Assets).

All such deleted Sections are replaced with “[Intentionally Omitted].”

(b) Clauses (1), (2), (3), (4) and (5) of Section 6.01 (Events of Default) of the Third Supplemental Indenture are hereby deleted in their entirety and replaced with “[Intentionally Omitted],” and all references in the Third Supplemental Indenture to the clauses so eliminated are deleted in their entirety.

SECTION 1.5 AMENDMENTS TO ARTICLES FOUR, FIVE AND SIX OF THE FOURTH SUPPLEMENTAL INDENTURE.

(a) The Fourth Supplemental Indenture is hereby amended by deleting the following Sections of the Fourth Supplemental Indenture and all references and definitions related solely thereto in their entirety:

•

Section 4.01 (Offer to Repurchase Upon Change of Control Triggering Event);

•

Section 4.02 (Limitation on Liens);

•

Section 4.03 (Limitation on Sale/Leaseback Transactions);

•

Section 4.05 (Future Guarantors); and

•

Section 5.01 (Merger, Consolidation or Sale of All or Substantially All Assets).

All such deleted Sections are replaced with “[Intentionally Omitted].”

(b) Clauses (1), (2), (3), (4) and (5) of Section 6.01 (Events of Default) of the Fourth Supplemental Indenture are hereby deleted in their entirety and replaced with “[Intentionally Omitted],” and all references in the Fourth Supplemental Indenture to the clauses so eliminated are deleted in their entirety.

SECTION 1.6 AMENDMENTS TO NOTES. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Fifth Supplemental Indenture.

ARTICLE II

MISCELLANEOUS PROVISIONS

SECTION 2.1 CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

SECTION 2.2 ForcE Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation any act or provision of any present or future law or regulation or governmental authority, natural disaster, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, labor dispute, disease, epidemic or pandemic, quarantine, national emergency and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services, communications system failure, malware or ransomware or other unavailability of the Federal Reserve Bank wire or facsimile or telex system or other funds transfer system or other wire or communication facility or unavailability of any securities clearing system; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

SECTION 2.3 No Adverse Interpretation of Other Agreements. This Fifth Supplemental Indenture may not be used to interpret another indenture or loan or debt agreement of the Company or any Subsidiary of the Company. Any such indenture or agreement may not be used to interpret this Fifth Supplemental Indenture.

SECTION 2.4 INDENTURE. Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full force and effect. This Fifth Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read together as though they constitute a single instrument, except that in the case of conflict the provisions of this Fifth Supplemental Indenture shall control.

SECTION 2.5 GOVERNING LAW. The laws of the State of New York shall govern this Fifth Supplemental INDENTURE.

SECTION 2.6 CONSENT TO JURISDICTION. Any legal suit, action or proceeding arising out of or based upon this Fifth Supplemental Indenture or the transactions contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the Borough of Manhattan in the City of New York or the courts of the State of New York in each case located in the City of New York (collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts in any such suit,

action or proceeding. Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.

SECTION 2.7 WAIVER OF JURY TRIAL. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FIFTH SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS CONTEMPLATED HEREBY.

SECTION 2.8 SUCCESSORS. All agreements of the Company in this Fifth Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Fifth Supplemental Indenture shall bind its successors.

SECTION 2.9 COUNTERPARTS. The parties may sign any number of copies of this Fifth Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. The exchange of copies of this Fifth Supplemental Indenture and of signature pages by facsimile or electronic document format (e.g., “.pdf” or “.tif”) transmission shall constitute effective execution and delivery of this Fifth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fifth Supplemental Indenture for all purposes.

The words “execution,” “signed,” “signature,” and words of like import in this Fifth Supplemental Indenture or any agreement entered into in connection herewith shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act (e.g. DocuSign).

This Fifth Supplemental Indenture shall be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature, shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof.

This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.

SECTION 2.10 SEVERABILITY. In case any provision in this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 2.11 THE TRUSTEE. The Trustee accepts the amendments of the Indenture effected by this Fifth Supplemental Indenture and agrees to perform its duties under the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining the rights and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner define its rights and limit its liabilities and responsibilities in the performance of its duties under the Indenture as hereby amended. All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee shall be applicable in respect of this Fifth Supplemental Indenture as fully and with like force and effect as though fully set forth in full herein. The Trustee makes no representation as to and shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fifth Supplemental Indenture, the Merger, the Exchange Offers, the Exchange Notes, the Consent Solicitations, any document used in connection with the Exchange Offers or the Consent Solicitations, or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company, and the Trustee assumes no responsibility for the same.

SECTION 2.12 EFFECTIVENESS. The provisions of this Fifth Supplemental Indenture shall be effective and binding upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the amendments set forth in Article I of this Fifth Supplemental Indenture shall become operative only upon the consummation and settlement of the Exchange Offers and the Consent Solicitations in accordance with the terms and conditions set forth in the Offering Memorandum, including the condition that the Merger shall have been consummated. The Company shall notify the Trustee in writing promptly after the Exchange Offers and the Consent Solicitations is consummated or after the Company shall determine that the Exchange Offers and the Consent Solicitations will not be consummated. The Company, by providing written notice to the Trustee of the consummation of the Exchange Offers and the Consent Solicitations, hereby represents, warrants, and certifies to the Trustee that the holders of at least a majority in aggregate principal amount of the Notes outstanding have provided consents to the execution of this Fifth Supplemental Indenture.

SECTION 2.13 HEADINGS. The headings of the Sections of this Fifth Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part of this Fifth Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed and delivered, all as of the date first above written.

IHS MARKIT LTD.




By:	/s/ Jonathan Gear
	Name:	Jonathan Gear
	Title:	Executive Vice President and Chief Financial Officer

COMPUTERSHARE TRUST COMPANY, N.A., as Trustee




By:	/s/ Linda Lopez
	Name:	Linda Lopez
	Title:	Assistant Vice President

[SIGNATURE PAGE TO FIFTH SUPPLEMENTAL INDENTURE]