S&P Global offers to trade IHS Markit notes for up to $4.64 billion new notes

By Rebecca Melvin

Concord, N.H., Nov. 16 – S&P Global Inc. subsidiary S&P Global Market Intelligence Inc. commenced consent solicitations and offers to exchange any and all IHS Markit Ltd.-issued notes for up to $4,642,848,000 of new notes and cash, according to a 6-K filed with the Securities and Exchange Commission.

The exchange offers are being entered into in connection with S&P Global’s merger agreement with IHS and Sapphire Subsidiary Ltd., which was initiated on Nov. 29. The exchange is contingent on completion of the merger.

The old IHS notes being exchanged for new S&P notes with the same coupons and maturity dates are:

• $742,848,000 of 5% senior notes due 2022 (Cusips: 44962LAA5 and G47567AA3);

• $500 million 4 1/8% notes due 2023 (Cusip: 44962LAG2);

• $400 million 3 5/8% notes due 2024 (Cusip: 44962LAH0);

• $800 million 4¾% notes due 2025 (Cusips: 44962L B3, G47567AB1 and G47567AC9);

• $500 million 4% notes due 2026 (Cusips: 44962LAC1 and G47567AD7);

• $750 million 4¾% notes due 2028 (Cusip: 44962LAF4); and

• $950 million 4¼% notes due 2029 (Cusip: 44962LAJ6).

The notes will be exchanged for $970 per note plus a $30 early participation payment per note for a total consideration of $1,000 principal amount of new notes for $1,000 of old notes, and there is $1 consent payment per note being paid in cash.

The offer will expire at 5 p.m. ET on Feb. 1.

In conjunction with the exchange offers, Market Intelligence is soliciting consents to adopt proposed amendments to each of the indentures governing the IHS Markit notes.

The company expects to extend the outside date under the agreement and plan of merger governing the merger past Nov. 29; however, if the outside date is not extended, the company expects to terminate the exchange offers and consent solicitations. Consents may not be revoked after 5 p.m. ET on Nov. 30, unless extended or terminated.

The settlement date will be promptly after the expiration date and is expected to occur no earlier than the first business day after the closing of the merger, expected in the first quarter of 2022.

Each new series of S&P Global notes will have the same interest rate, maturity date, redemption terms and interest payment dates as the corresponding series of IHS Markit notes for which they are being offered in exchange. No accrued and unpaid interest is payable upon acceptance of any IHS Markit notes in the exchange offers and consent solicitations. However, the first interest payment on any S&P Global notes will include the accrued interest on the IHS Markit notes tendered.

D.F. King & Co. Inc. (877 864-5060; 212 269-5550; or at sandp@dfking.com.) is the exchange agent and information agent in connection with the offers and consent solicitations.

New York-based S&P Global and London-based IHS Markit are business information and analytics companies.

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