UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 15, 2021
MOODY’S CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | 1-14037 | 13-3998945 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7 World Trade Center at 250 Greenwich Street
New York, New York 10007
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 553-0300
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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(s) |
Name of each exchange on which registered |
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Common Stock, par value $0.01 per share | MCO | New York Stock Exchange | ||
1.75% Senior Notes Due 2027 | MCO 27 | New York Stock Exchange | ||
0.950% Senior Notes Due 2030 | MCO 30 | 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
TABLE OF CONTENTS
ITEM 2.01 |
Completion of Acquisition or Disposition of Assets | 3 | ||||
ITEM 7.01 |
Regulation FD Disclosure | 3 | ||||
ITEM 9.01 |
Financial Statements and Exhibits | 4 | ||||
6 | ||||||
EXHIBIT 2.1 |
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EXHIBIT 2.2 |
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EXHIBIT 10.1 |
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EXHIBIT 10.2 |
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EXHIBIT 99.1 |
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Item 2.01, “Completion of Acquisition or Disposition of Assets”
Completion of Acquisition
On September 15, 2021 (the “Completion Date”), Moody’s Analytics, Inc., a Delaware corporation and wholly owned subsidiary of Moody’s Corporation (the “Registrant”, and together with such subsidiary, “Moody’s”), completed the previously announced acquisition (the “Acquisition”) of DMG US Investments, Inc., a Delaware corporation (the “Transferred US Entity”), pursuant to the Purchase Agreement, dated August 5, 2021, as amended by the Amendment No. 1 to Purchase Agreement, dated as of September 15, 2021, by and among Moody’s Analytics, Inc., Daily Mail and General Trust plc, (“Parent”), DMG Atlantic Ltd (“UK Seller”), and the Transferred US Entity (as amended, the “Purchase Agreement”). Concurrently with the completion of the Acquisition, Moody’s Group Cyprus Ltd., a Cyprus company and wholly owned subsidiary of the Registrant, completed the acquisition of all of the outstanding ownership interests of RMS Risk Management Solutions India Private Ltd, a private limited company organized under the laws of India (“India Sub”) pursuant to a Share Purchase Agreement dated September 15, 2021 (“India Purchase Agreement”).
Pursuant to the terms and subject to the conditions set forth in the Purchase Agreement, Moody’s acquired all of the issued and outstanding common shares of the Transferred US Entity for a purchase price of £1.4 billion (the “US Entity Purchase Price”). The US Entity Purchase Price is subject to adjustments pursuant to the terms of the Purchase Agreement.
Pursuant to the terms and subject to the conditions set forth in the India Purchase Agreement, Moody’s acquired all of the issued and outstanding common shares of India Sub for a purchase price of US $49 million (the “India Purchase Price”). The India Purchase Price is subject to adjustments pursuant to the terms of the India Purchase Agreement.
The foregoing description of the Purchase Agreement and the India Purchase Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the Purchase Agreement, dated August 5, 2021, and the form of India Purchase Agreement, copies of which were filed as Exhibit 2.1 to Moody’s Current Report on Form 8-K dated August 5, 2021, and the Amendment No. 1 to Purchase Agreement, dated as of September 15, 2021, a copy of which is filed as Exhibit 2.2, hereto, each of which is incorporated herein by reference.
Tax Matters Agreement
In connection with the Purchase Agreement, Moody’s Analytics, Inc. entered into a Tax Matters Agreement, dated August 5, 2021, as amended by the Amendment No. 1 to Tax Matters Agreement, dated as of September 15, 2021 (as amended, the “Tax Matters Agreement”), with Parent and UK Seller. The Tax Matters Agreement sets forth the rights and obligations of the parties with respect to certain pre-closing tax matters, including, among other things: (i) preparation of pre-closing tax returns, (ii) certain tax elections to be made by the Transferred U.S. Entity and UK Seller, (iii) intended tax treatment of certain transactions, (iv) calculation of and responsibility for certain pre-closing taxes, (v) tax proceedings, (vi) purchase price allocation, and (vii) certain pre-closing equity transfers.
The foregoing description of the Tax Matters Agreement and the transactions contemplated thereby do not purport to be complete and are qualified in their entirety by reference to the Tax Matters Agreement, dated August 5, 2021, a copy of which was filed as Exhibit 10.1 to Moody’s Current Report on Form 8-K dated August 5, 2021, and the Amendment No. 1 to Tax Matters Agreement, dated as of September 15, 2021, a copy of which is filed as Exhibit 10.2, hereto, each of which is incorporated herein by reference.
Item 7.01, “Regulation FD Disclosure”
Attached hereto as Exhibit 99.1 is a press release of the Registrant, dated September 15, 2021, announcing the completion of the Acquisition.
The information in this Item 7.01 is being furnished and shall not be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
* |
Previously filed. |
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
Certain statements contained in this document are forward-looking statements and are based on future expectations, plans and prospects for Moody’s business and operations that involve a number of risks and uncertainties. The forward-looking statements in this document are made as of the date hereof, and Moody’s disclaims any duty to supplement, update or revise such statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Moody’s is identifying certain factors that could cause actual results to differ, perhaps materially, from those indicated by these forward-looking statements. Those factors, risks and uncertainties include, but are not limited to, (i) as it relates to the transaction: not incurring any unforeseen, but significant liabilities; risks relating to the integration of the Sellers’ operations, products and employees into Moody’s and the possibility that anticipated synergies and other benefits of the acquisition will not be realized in the amounts anticipated or will not be realized within the expected timeframe; risks that the acquisition could have an adverse effect on the business of the Sellers or their prospects, including, without limitation, on relationships with vendors, suppliers or customers; claims made, from time to time, by vendors, suppliers or customers; changes in US, India or global marketplaces that have an adverse effect on the business of the Sellers; the outcome of legal proceedings if any which may arise following the announcement of the acquisition; any meaningful changes in the credit markets to the extent that they increase the cost of financing for the transaction; and the ability of the Sellers to comply successfully with the various governmental regulations applicable to their business, as they exist from time to time, and the risk of any failure relating thereto; and (ii) as it relates to Moody’s generally: the impact of COVID-19 on volatility in the U.S. and world financial markets, on general economic conditions and GDP in the U.S. and worldwide, and on the Moody’s own operations and personnel; future world-wide credit market disruptions or economic slowdowns, which could affect the volume of debt and other securities issued in domestic and/or global capital markets; other matters that could affect the volume of debt and other securities issued in domestic and/or global capital markets, including regulation, credit quality concerns, changes in interest rates and other volatility in the financial markets such as that due to Brexit and uncertainty as companies transition away from LIBOR; the level of merger and acquisition activity in the U.S. and abroad; the uncertain effectiveness and possible collateral consequences of U.S. and foreign government actions affecting credit markets, international trade and economic policy, including those related to tariffs, tax agreements and trade barriers; concerns in the marketplace affecting our credibility or otherwise affecting market perceptions of the integrity or utility of independent credit agency ratings; the introduction of competing products or technologies by other companies; pricing pressure from competitors and/or customers; the level of success of new product
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development and global expansion; the impact of regulation as an NRSRO, the potential for new U.S., state and local legislation and regulations; the potential for increased competition and regulation in the EU and other foreign jurisdictions; exposure to litigation related to our rating opinions, as well as any other litigation, government and regulatory proceedings, investigations and inquiries to which Moody’s may be subject from time to time; provisions in U.S. legislation modifying the pleading standards and EU regulations modifying the liability standards, applicable to credit rating agencies in a manner adverse to credit rating agencies; provisions of EU regulations imposing additional procedural and substantive requirements on the pricing of services and the expansion of supervisory remit to include non-EU ratings used for regulatory purposes; the possible loss of key employees; failures or malfunctions of our operations and infrastructure; any vulnerabilities to cyber threats or other cybersecurity concerns; the outcome of any review by controlling tax authorities of Moody’s global tax planning initiatives; exposure to potential criminal sanctions or civil remedies if Moody’s fails to comply with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which Moody’s operates, including data protection and privacy laws, sanctions laws, anti-corruption laws, and local laws prohibiting corrupt payments to government officials; the impact of mergers, acquisitions or other business combinations and the ability of Moody’s to successfully integrate acquired businesses; currency and foreign exchange volatility; the level of future cash flows; the levels of capital investments; and a decline in the demand for credit risk management tools by financial institutions. These factors, risks and uncertainties as well as other risks and uncertainties that could cause Moody’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements are currently, or in the future could be, amplified by the COVID-19 outbreak, and are described in greater detail under “Risk Factors” in Part I, Item 1A of Moody’s annual report on Form 10-K for the year ended December 31, 2020, and in other filings made by Moody’s from time to time with the SEC or in materials incorporated herein or therein. Stockholders and investors are cautioned that the occurrence of any of these factors, risks and uncertainties may cause Moody’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements, which could have a material and adverse effect on Moody’s business, results of operations and financial condition. New factors may emerge from time to time, and it is not possible for Moody’s to predict new factors, nor can Moody’s assess the potential effect of any new factors on it.
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SIGNATURES
Pursuant to the requirements 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.
MOODY’S CORPORATION | ||
By: |
/s/ Elizabeth M. McCarroll |
|
Elizabeth M. McCarroll | ||
Corporate Secretary and Associate General Counsel |
Date: September 15, 2021
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Exhibit 2.2
AMENDMENT NO. 1 TO
PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 TO PURCHASE AGREEMENT (this Amendment) is entered into as of September 15, 2021, among Daily Mail and General Trust plc, a public limited company organized under the laws of England and Wales (Parent), DMG Atlantic Limited, a private limited company organized under the laws of England and Wales and a wholly owned indirect subsidiary of Parent (UK Seller), DMG US Investments, Inc., a corporation organized under the laws of Delaware and a wholly owned direct subsidiary of UK Seller (the Transferred US Entity), and Moodys Analytics, Inc., a Delaware corporation (Purchaser). Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Purchase Agreement (as defined below).
WHEREAS, Parent, UK Seller, the Transferred US Entity and Purchaser are party to the Purchase Agreement, dated as of August 5, 2021 (the Purchase Agreement); and
WHEREAS, the parties desire to amend the Purchase Agreement as set forth herein, in accordance with Section 10.03 of the Purchase Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1. Section 2.04 (Treatment of Rome Equity Awards and Rome Common Shares Awarded Under the Rome Equity Plans) of the Purchase Agreement is hereby replaced in its entirety by the following:
(a) Administrative Actions. Prior to the Closing, Parent shall, and Parent shall cause its applicable Parent Subsidiaries to, adopt such resolutions and take such other actions as Parent shall determine is necessary, desirable or appropriate to effectuate and implement this Section 2.04, including:
(i) Establishment of Liquidity Date. The Rome Compensation Committee shall establish a Liquidity Date, which shall be the Closing Date, under the Rome 2011 Equity Plan and the Rome 2014 Equity Plan, in connection with the exercise of Romes call right pursuant to Section 4(a)(viii) of the Rome 2011 Equity Plan and Section 4(a)(vii) of the Rome 2014 Equity Plan.
(ii) Fair Market Value. The Fair Market Value of a Rome Common Share shall be determined by the Board of Directors of Rome as specified in Section 2.04(a)(ii) of the Seller Disclosure Letter (the Rome Fair Market Value).
(b) Rome Options.
(i) Vested Rome Options. Effective as of the Closing, each portion of a Rome Option that is vested (including Rome Options the vesting of which are accelerated by reason of the Closing including by virtue of Section 2.04(b)(ii)) and exercisable and that remains outstanding and unexercised as of the Closing shall, automatically and without any action on the part of the holder thereof, be canceled at the Closing in exchange for a lump sum cash payment equal to (x) the excess, if any, of (A) the Rome Fair Market Value minus (B) the exercise price per Rome Common Share subject to such Rome Option, multiplied by (y) the number of vested Rome Common Shares subject to such portion of the Rome Option immediately prior to the Closing
(ii) Acceleration of Unvested Rome Options Scheduled to Vest On or Before December 31, 2021. Effective as of immediately prior to the Closing, but contingent on the Closing, Rome shall cause the accelerated vesting of the portion, if any, of each Rome Option that is outstanding immediately prior to the Closing and otherwise is scheduled to vest during the period from the Closing through December 31, 2021.
(iii) Unvested Rome Options. Effective as of the Closing, except as otherwise agreed in writing between a Rome Employee and Purchaser or an Affiliate of Purchaser prior to the Closing, each portion of a Rome Option that is unvested and that remains outstanding as of the Closing (after taking into consideration the accelerated vesting of certain Rome Options or portions thereof including by virtue of Section 2.04(b)(ii)) shall, automatically and without any action on the part of the holder thereof, be converted into an option (on the same terms and conditions, including vesting schedule) to acquire a number of shares of Milan Parent Common Stock equal to the product (rounded down to the nearest whole number) of (i) the number of remaining unvested Rome Common Shares subject to the Rome Option immediately prior to the Closing and (ii) the Equity Award Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the result obtained by dividing (A) the exercise price per Rome Common Share of such Rome Option immediately prior to the Closing by (B) the Equity Award Exchange Ratio. The Equity Award Exchange Ratio shall mean a fraction (x) the numerator of which is the Rome Fair Market Value and (y) the denominator of which is the volume-weighted average price of a share of Milan Parent Common Stock over the five consecutive trading days that end one full Business Day prior to the Closing.
(c) Unvested Rome Restricted Stock Units. Effective as of the Closing, each award of unvested Rome Restricted Stock Units that is outstanding as of the Closing shall, automatically and without any action on the part of the holder thereof, be converted into an award of restricted stock units (on the same terms and conditions, including vesting schedule) with respect to a number of shares of Milan Parent Common Stock determined by multiplying (A) the number of Rome Common Shares subject to such Rome Restricted Stock Unit immediately prior to the Closing by (B) the Equity Award Exchange Ratio (rounded to the nearest whole number of shares of Milan Parent Common Stock).
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(d) Certain Accelerated Vesting. Notwithstanding anything to the contrary in the Rome Equity Plans and forms of award agreements thereunder, following the Closing, the vesting of each Rome Option or Rome Restricted Stock Unit that was converted into an option for shares of Milan Parent Common Stock or a restricted stock unit with respect to Milan Parent Common Stock as described in Section 2.04(b)(iii) or 2.04(c) shall immediately accelerate and vest upon the holders termination by Purchaser or any of its Subsidiaries (including the Rome Entity) without Cause (as defined in the Rome 2015 Equity Plan) within 12 months following the Closing or upon the holders death or Disability (as defined in the Rome 2015 Equity Plan).
(e) Rome Common Shares Awarded Under the Rome Equity Plans.
(i) Effective as of the Closing and on the Liquidity Date, Rome shall exercise its call right under Section 8 of the Rome 2011 Equity Plan and Section 10 of the Rome 2014 Equity Plan, pursuant to which each Rome Common Share that is not held by Parent or a Parent Subsidiary and that was received pursuant to the applicable Rome Equity Plan shall be sold to Rome for, and Rome shall pay to the holder of such Rome Common Share, an amount in cash equal to the Rome Fair Market Value, without interest and less applicable withholding Taxes.
(ii) Effective as of the Closing, Parent shall exercise the drag-along right under Section 8(b) of each of the Rome 2001 Equity Plan and the Rome 2005 Equity Plan and Sections 7.4 and 8.4 of the applicable Rome 2015 Equity Plan, pursuant to which each Rome Common Share that is not held by Parent or a Parent Subsidiary and that was received pursuant to the applicable Rome Equity Plan shall be transferred to Purchaser in exchange for a cash payment equal to the Rome Fair Market Value.
(f) Rome Equity Award Cashout Amount. Prior to the Closing, UK Seller shall deliver to Purchaser a schedule (such schedule, the Rome Cashout Schedule) setting forth (i) the amounts payable under Sections 2.04(b)(i) and 2.04(e) with respect to each holder of Rome Common Shares and vested Rome Options, and (ii) the Rome Rollover Value (as defined below) with respect to each holder of Rome Options or Rome Restricted Stock Units that are unvested as of immediately prior to the Closing (the sum of the aggregate of the amounts described in the foregoing clauses (i) and (ii), the Rome Equity Award Cashout Amount), which amounts shall be expressed in dollars but converted into British pound sterling for purposes of the definition of Closing Date Amount at the rate specified in Section 3.04). On the Closing Date (or as soon as practicable thereafter), Purchaser (x) in the case of a payment under Section 2.04(e)(ii), shall pay and (y) in the case of a payment under Section 2.04(b)(i) or 2.04(e)(i), shall cause Rome to pay, in each case, to each individual set forth on the Rome Cashout Schedule, the amount indicated on the Rome Cashout Schedule, net of any withholding or deduction applicable thereto pursuant to Section 2.05. For purposes of this Agreement, Rome Rollover Value shall mean, with respect to each holder of Rome Options or Rome Restricted Stock Units that are unvested as of immediately prior to the Closing, an amount equal to the product of (x) (A) with respect to Rome Restricted Stock Units, the Rome Fair Market Value, or (B) with respect to Rome Options, the excess, if any, of (1) the Rome Fair Market Value minus (2) the exercise price per Rome Common Share subject to such Rome Options, as applicable, multiplied by (y) the number of remaining unvested Rome Common Shares subject to such Rome Options or Rome Restricted Stock Units, as applicable, as of immediately prior to the Closing.
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2. |
The seventh paragraph of Section 3.06 (Adjustment Amount) of the Purchase Agreement is hereby replaced in its entirety by the following: |
Transaction Expenses means, to the extent not paid by Parent or a Parent Subsidiary at or prior to the Closing (and expressly including any Transaction Expenses triggered by the Closing), the sum of (I) all fees, commissions, costs, charges and expenses incurred, committed or payable (whether or not yet invoiced) by or on behalf of any Transferred Group Member (other than the Transferred Indian Entity), including for third party legal, accounting, consultancy, financial advisory or investment banking or similar services, in connection with or incidental to (i) the preparation, negotiation and execution of this Agreement, (ii) the consummation or performance of any of the transactions contemplated by this Agreement and the agreements contemplated hereby, or (iii) the pursuit of any alternative transaction designed to provide material liquidity to Parent in respect to the Transferred Group Members or their businesses, including, in respect of (i) through (iii) above, (A) the fees, commissions, costs, charges and expenses of any broker, investment banker or financial advisor, any legal, accounting and consulting or other advisor fees and expenses, (B) the fees, costs and expenses in respect of any insurance run-off policy contemplated by Section 8.05(b), and (C) any severance, stay, retention, sale or change of control payment, management incentive payments, bonus, success fee, royalty or other similar payment made or required to be made to any current or former director, officer, employee, contractor, consultant or agent as a result of, or in connection with, this Agreement and the transactions contemplated hereby, and in each case the employer portion of any payroll Taxes attributable thereto and (II) the employer-paid portion of any social security, payroll, unemployment or other similar Taxes payable in connection with the amounts set forth on the Rome Cashout Schedule, in each case excluding (1) the employer-paid portion of any social security, payroll, unemployment or other similar Taxes payable in connection with any amount attributable to Rome Options accelerated pursuant to Section 2.04(b)(ii) (which, for the avoidance of doubt, excludes any Rome Options which otherwise would have accelerated by their terms as a result of the Transactions) and the Rome Rollover Value, (2) any amount payable after the Closing as a result of, or in connection with, any Contract or arrangement entered into, or other actions taken, after the Closing by Purchaser or any Transferred Group Member and (3) the CEO LTIP Amount.
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3. |
Section 9.03(a) (Conditions to Obligations of Purchaser) of the Purchase Agreement is hereby replaced in its entirety by the following: |
(i) the representations and warranties set forth in Sections 5.01(a), 5.03, 6.01(a), 6.01(c) and 6.02 shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on the Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date), (ii) the representations and warranties set forth in Sections 5.01(b) and 5.02 and the representations and warranties set forth in Sections 6.01(b), 6.01(d) and 6.03 shall be true and correct in all material respects as of the date hereof and as of the Closing Date as though made on the Closing Date (giving effect to the Pre-Closing Transfers), except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date), (iii) the representations and warranties set forth in Section 6.06(b)(II) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on the Closing Date, and (iv) all other representations and warranties set forth in Article V and Article VI of this Agreement shall be true and correct, disregarding all qualifications or limitations as to materiality, Parent Material Adverse Effect, Material Adverse Effect and words of similar import set forth therein, as of the date hereof and as of the Closing Date as though made on the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct on and as of such earlier date), except, in the case of this clause (iv), for any failure to be true and correct that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
4. |
The following definition shall be added to Section 12.03 of the Purchase Agreement: |
CEO LTIP Amount means any amount paid by, or payable on behalf of, the Rome Entity to the chief executive officer of the Rome Entity pursuant to (i) Exhibit A to the employment agreement by and between the chief executive officer of the Rome Entity and the Rome Entity, dated as of February 28, 2018 or (ii) the Conditional Share Award under DMGT 2017 Long Term Executive Incentive Plan, granted to the chief executive officer of the Rome Entity on December 8, 2020, in each case including any employer-paid portion of any social security, payroll, unemployment or other similar Taxes payable in connection therewith, in each case only to the extent any such amount is reimbursed by Parent to the Rome Entity at or prior to the applicable payment date or paid or issued by Parent directly to the chief executive officer of the Rome Entity at or prior to the applicable payment date.
5. |
All of the provisions of this Amendment shall be effective as of the date of this Amendment. Except to the extent specifically amended by this Amendment, the Purchase Agreement remains unchanged. |
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6. |
After giving effect to this Amendment, any references in the Purchase Agreement to this Agreement, or to the words hereof or hereunder or words of similar import, and all references to the Purchase Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind of nature (other than in this Amendment or as otherwise expressly provided), shall mean the Purchase Agreement as amended by this Amendment, whether or not this Amendment is expressly referenced. All references in the Purchase Agreement to the date hereof or the date of this Agreement shall refer to August 5, 2021. |
7. |
The provisions of Article XII (General Provisions) of the Purchase Agreement shall, to the extent not already set forth in this Amendment, apply mutatis mutandis to this Amendment, and to the Purchase Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby. |
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of Parent, UK Seller, the Transferred US Entity and Purchaser has duly executed this Amendment as of the date first written above.
DAILY MAIL AND GENERAL TRUST PLC | ||
By |
/s/ Paul Zwillenberg |
|
Name: Paul Zwillenberg | ||
Title: Director | ||
DMG ATLANTIC LTD | ||
By |
/s/ Paul Zwillenberg |
|
Name: Paul Zwillenberg | ||
Title: Authorized Signatory | ||
DMG US INVESTMENTS, INC. | ||
By |
/s/ Will Flint |
|
Name: Will Flint | ||
Title: Director |
[Signature Page to Amendment No. 1 to Purchase Agreement]
MOODYS ANALYTICS, INC. | ||
By: |
/s/ Elizabeth M. McCarroll |
|
Name: Elizabeth M. McCarroll | ||
Title: Corporate Secretary and Associate General Counsel |
[Signature Page to Amendment No. 1 to Purchase Agreement]
Exhibit 10.2
AMENDMENT NO. 1 TO
TAX MATTERS AGREEMENT
THIS AMENDMENT NO. 1 TO TAX MATTERS AGREEMENT (this Amendment) is entered into as of September 15, 2021, among Daily Mail and General Trust plc, a public limited company organized under the laws of England and Wales (Parent), DMG Atlantic Ltd, a private limited company organized under the laws of England and Wales (UK Seller and together with Parent, the Daily Mail Parties), and Moodys Analytics, Inc., a Delaware corporation (Purchaser). Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to such terms in the Tax Matters Agreement (as defined below).
WHEREAS, the Daily Mail Parties and Purchaser are party to the Tax Matters Agreement, dated as of August 5, 2021 (the Tax Matters Agreement);
WHEREAS, the Daily Mail Parties, the Transferred US Entity and Purchaser entered into Amendment No. 1 to Purchase Agreement dated as of the date of hereof (the Purchase Agreement Amendment); and
WHEREAS, in connection the Purchase Agreement Amendment the parties desire to amend the Tax Matters Agreement as set forth herein, in accordance with Section 10.03 of the Purchase Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound hereby, agree as follows:
1. |
The following definition shall replace the existing defined term Seller Deductions in Section 1.01 (General) of the Tax Matters Agreement: |
Seller Deductions means all items of loss, deduction or credit arising out of or resulting from (a) any Transaction Expenses (as finally determined) (b) any amounts required to be paid pursuant to Section 2.04 of the Purchase Agreement or (c) the CEO LTIP Amount, in each case, to the extent that such items are more-likely-than-not deductible under applicable Law, as determined by a Big Four accounting firm.
2. |
The following definitions shall be added to Section 1.01 (General) of the Tax Matters Agreement: |
Specified Contract has the meaning ascribed to it in Schedule I.
Specified Loss has the meaning ascribed to it in Schedule I.
Specified Party has the meaning ascribed to it in Schedule I.
3. |
The following paragraph shall be added to Section 2.05 (Tax Proceedings) of the Tax Matters Agreement as Section 2.05(d): |
Notwithstanding anything to the contrary in this Agreement and in addition to the foregoing, and solely with respect to matters to which the Specified Contract pertains, the Parties will and will cause their Affiliates to use commercially reasonable efforts to comply with the obligations of Article VII of the Specified Contract; provided, however, that (i) the Daily Mail Parties shall provide any assistance or cooperation reasonably requested by Purchaser in connection with Purchasers compliance with the Specified Contract, (ii) the Daily Mail Parties shall jointly and severally indemnify, defend and hold harmless each Purchaser Indemnitee from and against any and all costs, expenses, or Liabilities incurred in connection with such compliance, to the extent that such costs, expenses, or Liabilities would not have been due if Purchaser and its Affiliates were not required to comply with the Specified Contract, (iii) no failure by any Daily Mail Party to comply with any provision of the Specified Contract shall reduce any amount that would otherwise be payable by the Daily Mail Parties under this Agreement or the Purchase Agreement, (iv) no failure by Purchaser or any of its Affiliates to comply with any provision of the Specified Contract, and no failure by the Specified Party to cover any portion of the Specified Loss under the Specified Contract, shall reduce any amount that would otherwise be payable by the Daily Mail Parties under this Agreement or the Purchase Agreement, unless such failure to comply by Purchaser or any of its Affiliates was due to gross negligence or willful misconduct, and the failure by Specified Party to cover such portion of the Specified Loss was the result of such gross negligence or willful misconduct, and (v) Purchaser and its Affiliates shall bear no Liability to the Daily Mail Parties for any failure to comply with any obligation under the Specified Contract, unless such failure to comply was due to gross negligence or willful misconduct, and such failure to comply directly resulted in a failure of the Specified Party to cover any portion of the Specified Loss.
4. |
All of the provisions of this Amendment shall be effective as of the date of this Amendment. Except to the extent specifically amended by this Amendment, the Tax Matters Agreement remains unchanged. |
5. |
After giving effect to this Amendment, any references in the Tax Matters Agreement to this Agreement, or to the words hereof or hereunder or words of similar import, and all references to the Tax Matters Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind of nature (other than in this Amendment or as otherwise expressly provided), shall mean the Tax Matters Agreement as amended by this Amendment, whether or not this Amendment is expressly referenced. All references in the Tax Matters Agreement to the date hereof or the date of this Agreement shall refer to August 5, 2021. |
6. |
The provisions of Article IV (Miscellaneous Provisions) of the Tax Matters Agreement shall, to the extent not already set forth in this Amendment, apply mutatis mutandis to this Amendment, and to the Tax Matters Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby. |
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, each of the Daily Mail Parties and Purchaser have duly executed this Amendment as of the date first written above.
DAILY MAIL AND GENERAL TRUST PLC | ||
By |
/s/ Paul Zwillenberg |
|
Name: | Paul Zwillenberg | |
Title: | Director | |
DMG ATLANTIC LTD | ||
By |
/s/ Paul Zwillenberg |
|
Name: | Paul Zwillenberg | |
Title: | Authorized Signatory |
[Signature Page to Amendment No. 1 to Tax Matters Agreement]
MOODYS ANALYTICS, INC. | ||
By: |
/s/ Elizabeth M. McCarroll |
|
Name: | Elizabeth M. McCarroll | |
Title: | Corporate Secretary and Associate General Counsel |
Schedule I
Specified Contract means the tax insurance policy issued to the Transferred US Entity in connection with the Transactions.
Specified Loss means the Covered Loss as defined under the Specified Contract.
Specified Party means the Insurer as defined under the Specified Contract.
EXHIBIT 99.1
Moodys Completes Acquisition of RMS
New York, September 15, 2021 Moodys Corporation (NYSE:MCO) announced today that it has completed its acquisition of RMS, which was announced on August 5, 2021. RMS is a leading global provider of climate and natural disaster risk modeling and analytics.
The acquisition expands Moodys insurance data and analytics business and accelerates the development of the Companys global integrated risk capabilities to address the next generation of risk assessment.
For more information visit Moodys ESG & Climate Risk hub at www.moodys.com/esg
ABOUT MOODYS CORPORATION
Moodys (NYSE: MCO) is a global integrated risk assessment firm that empowers organizations to make better decisions. Its data, analytical solutions and insights help decision-makers identify opportunities and manage the risks of doing business with others. We believe that greater transparency, more informed decisions, and fair access to information open the door to shared progress. With over 11,500 employees in more than 40 countries, Moodys combines international presence with local expertise and over a century of experience in financial markets. Learn more at moodys.com/about.
For Moodys:
SHIVANI KAK
Investor Relations
+1 212-553-0298
Shivani.kak@moodys.com
OR
JOE MIELENHAUSEN
Communications
+1 212-553-1461
joe.mielenhausen@moodys.com
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