UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
Results of Tender Offer for 4.400% Notes due 2026, 6.550% Notes due 2037 and 4.500% Notes due 2048
On August 14, 2020, S&P Global Inc. (the “Company”) issued a press release announcing the pricing of the previously announced cash tender offer (the “Tender Offer”) for any and all of its outstanding 4.400% senior notes due 2026 (the “2026 Notes”), 6.550% senior notes due 2037 (the “2037 Notes”) and 4.500% senior notes due 2048 (the “2048 Notes”, and together with the 2026 Notes and the 2037 Notes, the “Tendered Notes”). On August 17, 2020, the Company issued a press release announcing the expiration of the Tender Offer at 5:00 p.m., New York City time, on August 14, 2020 (the “Expiration Time”). As of the Expiration Time, according to information provided by D.F. King & Co., Inc., the tender agent and information agent for the Tender Offer, (i) $228,394,000, or 25.38%, of the $900,000,000 aggregate principal amount of the 2026 Notes, (ii) $3,839,000, or 1.29%, of the $297,021,000 aggregate principal amount of the 2037 Notes and (iii) $217,178,000, or 43.44%, of the $500,000,000 aggregate principal amount of the 2048 Notes had been validly tendered and delivered (and not validly withdrawn) in the Tender Offer.
The Company accepted for purchase all of the Tendered Notes validly tendered and delivered (and not validly withdrawn) in the Tender Offer at or prior to the Expiration Time. Payment for the Tendered Notes purchased pursuant to the Tender Offer was made on August 17, 2020 (the “Settlement Date”), and payment for the Tendered Notes tendered by a notice of guaranteed delivery is expected to be made on or around August 19, 2020 (the “Guaranteed Delivery Settlement Date”).
The applicable “Tender Offer Consideration” is $1,198.50 for each $1,000 principal amount of 2026 Notes, $1,569.12 for each $1,000 principal amount of 2037 Notes and $1,424.44 for each $1,000 principal amount of 2048 Notes, plus accrued and unpaid interest to, but not including, the Settlement Date, payable on the Settlement Date or the Guaranteed Delivery Settlement Date, as applicable. The Tender Offer was funded from the net proceeds from the issuance and sale by the Company on August 13, 2020 of $600 million aggregate principal amount of its 1.250% senior notes due 2030 and $700 million aggregate principal amount of its 2.300% senior notes due 2060.
The Tender Offer was made on the terms and subject to the conditions set forth in the offer to purchase and notice of guaranteed delivery (collectively, the “Tender Offer Documents”) that were sent to registered holders of the Notes and posted online at www.dfking.com/spgi.
Copies of the Company’s press releases regarding the Tender Offer are attached as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
The information contained in Item 8.01 of this Current Report on Form 8-K and the press releases attached hereto as Exhibits 99.1 and 99.2 are for informational purposes only and does not constitute an offer to purchase the 2026 Notes, the 2037 Notes or the 2048 Notes.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed with this report:
| (99.1) | Press Release, dated August 14, 2020. | |
| (99.2) | Press Release, dated August 17, 2020. | |
| (104) | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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 and Associate General Counsel | ||
Dated: August 17, 2020