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): February 28, 2022
S&P Global Inc.
(Exact Name of Registrant as specified in its charter)
| New York | 1-1023 | 13-1026995 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File No.) |
(IRS Employer Identification No.) |
55 Water Street, New York, New York 10041
(Address of Principal Executive Offices) (Zip Code)
(212) 438-1000
(Registrant’s telephone number, including area code)
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 Exchange on which registered | ||
| Common stock (par value $1.00 per share) | SPGI | 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. ☐
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On February 28, 2022, S&P Global Inc., a New York corporation (the “Company”), completed its previously announced merger with IHS Markit Ltd., a Bermuda exempted company limited by shares (“IHS Markit”). Pursuant to the Agreement and Plan of Merger, dated as of November 29, 2020 (as amended by Amendment No. 1 thereto, dated as of January 20, 2021, the “Merger Agreement”), by and among the Company, IHS Markit and Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of the Company (“Merger Sub”), Merger Sub merged with and into IHS Markit (the “Merger”), with IHS Markit continuing as the surviving company of the Merger and a wholly owned subsidiary of the Company.
Pursuant to the Merger Agreement, upon the terms and subject to the conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each common share, par value $0.01 per share, of IHS Markit (“IHS Markit Common Shares”) issued and outstanding (other than IHS Markit Common Shares held in treasury) was converted into the right to receive 0.2838 (the “Exchange Ratio”) newly issued shares of common stock, par value $1.00 per share, of the Company (“Company Common Stock”), with cash in lieu of fractional shares of Company Common Stock, without interest.
In addition, equity awards of IHS Markit outstanding immediately prior to the Effective Time were generally converted into Company equity awards based on the Exchange Ratio with the same terms and conditions as of immediately prior to the Effective Time, subject to certain exceptions. Each IHS Markit performance share unit award was converted into a Company restricted share unit award based on the Exchange Ratio (assuming target performance), with the possibility of earning up to 200% of the target award if the individual remains employed through the end of the applicable performance period.
The issuance of shares of Company Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to the Company’s Registration Statement on Form S-4 (File No. 333-251999) (the “Registration Statement”), declared effective by the Securities and Exchange Commission (the “SEC”) on January 22, 2021.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety to the full text of the Merger Agreement, a copy of which was filed as Annex A to Amendment No. 1 to the Registration Statement, filed with the SEC on January 20, 2021, and which is incorporated herein by reference.
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As previously disclosed in the Company’s Current Report on Form 8-K, filed with the SEC on February 18, 2021 (as amended by the Amendment to Current Report on Form 8-K/A, filed with the SEC on January 31, 2022, the “Director Appointment 8-K”), effective as of the Effective Time, Jacques Esculier, Gay Huey Evans, Robert P. Kelly and Deborah McWhinney were appointed to the Board of Directors of the Company. The information set forth in the Director Appointment 8-K is incorporated herein by reference.
| Item 8.01 | Other Events. |
On February 28, 2022, the Company and IHS Markit issued a joint press release announcing the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
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| Item 9.01 | Financial Statements and Exhibits. |
| (a) | Financial Statements of Business Acquired. |
The financial statements required by Item 9.01(a) of Form 8-K will be filed by amendment within 71 calendar days after the date upon which this Current Report on Form 8-K must be filed.
| (b) | Pro forma financial information. |
The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment within 71 calendar days after the date upon which this Current Report on Form 8-K must be filed.
| (d) | Exhibits. |
| Exhibit |
Description | |
| 2.1 | Agreement and Plan of Merger, dated as of November 29, 2020, by and among S&P Global Inc., Sapphire Subsidiary, Ltd. and IHS Markit Ltd., as amended by Amendment No. 1 thereto, dated as of January 20, 2021 (incorporated by reference to Annex A to Amendment No. 1 to the Company’s Registration Statement on Form S-4, filed with the SEC on January 20, 2021). | |
| 99.1 | Joint Press Release, dated February 28, 2022. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.
| S&P Global Inc. | ||
| /s/ Alma Rosa Montanez | ||
| By: | Alma Rosa Montanez | |
| Assistant Corporate Secretary & Chief Corporate Counsel | ||
Dated: February 28, 2022
Exhibit 99.1
S&P Global and IHS Markit Complete Merger
NEW YORK, February 28, 2022 – S&P Global (NYSE: SPGI) and IHS Markit (NYSE: INFO) today announced the completion of their merger. The Company plans to issue a separate press release and Form 8-K today after the US market close that include additional information, recast pro forma operating results and 2022 financial guidance.
The Company will hold a conference call to discuss the merger close with investors on Tuesday, March 1, 2022, at 8:00am ET. Dial-in details will be provided in the above-mentioned press release to be issued after the close of the market.
About S&P Global
S&P Global (NYSE: SPGI) provides essential intelligence. We enable governments, businesses and individuals with the right data, expertise and connected technology so that they can make decisions with conviction. From helping our customers assess new investments to guiding them through ESG and energy transition across supply chains, we unlock new opportunities, solve challenges and accelerate progress for the world.
We are widely sought after by many of the world’s leading organizations to provide credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets. With every one of our offerings, we help the world’s leading organizations plan for tomorrow, today. For more information, visit www.spglobal.com.
Contacts:
Investor Relations:
IHS Markit
Eric Boyer
Tel: +1 303 397 2969
eric.boyer@ihsmarkit.com
S&P Global
Mark Grant
Tel: + 1 347 640 1521
mark.grant@spglobal.com
Media:
S&P Global
Ola Fadahunsi
Tel: +1 332 210 9935
ola.fadahunsi@spglobal.com
S&P Global
Christopher Krantz
+44 (0) 20 7176 0060 (office)
christopher.krantz@spglobal.com
Forward-Looking Statements:
This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and projections about future business and operating results, the industry and markets in which S&P Global Inc. (the “Company”) and IHS Markit Ltd. (“IHS Markit”) operate and beliefs of and assumptions made by the Company’s management and IHS Markit management, involve uncertainties that could significantly affect the financial or operating results of the Company, 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 regarding the anticipated completion of the merger, 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.
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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) uncertainty relating to the impact of the integration of the businesses of the Company and IHS Markit, including potential adverse reactions or changes to business relationships resulting from the integration and increased cyber risks during the integration; (ii) the ability of the Company to successfully integrate IHS Markit’s operations and retain and hire key personnel; (iii) the ability of the Company to implement its plans, forecasts and other expectations, including with respect to IHS Markit’s business and to realize expected synergies; (iv) business disruption following the transaction with IHS Markit; (v) 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., COVID-19 and its variants (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; (vi) the ability of the Company 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; (vii) 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; (viii) the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; (ix) changes in debt and equity markets, including credit quality and spreads; (x) demand for investment products that track indices and assessments, and trading volumes of certain exchange-traded derivatives; (xi) changes in financial markets, capital, credit and commodities markets and interest rates; (xii) the possibility that the integration of IHS Markit may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiii) the parties’ ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; (xiv) the outcome of the previously announced offers to exchange any and all outstanding notes issued by IHS Markit for new notes to be issued by the Company and the solicitations of consents to adopt certain proposed amendments to each of the indentures governing the IHS Markit notes; and (xv) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission by the Company 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. 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
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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 the Company’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 the Company 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.
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