S&P Global updates on early results of IHS exchange, solicitation

Chicago, Dec. 1 – S&P Global Inc. subsidiary S&P Global Market Intelligence Inc. provided an update regarding the early participation results of its Nov. 16 exchange offers and consent solicitations for notes issued by IHS Markit Ltd., according to a press release.

S&P is offering to exchange up to $4,642,848,000 of new notes and cash.

The exchange offers are being conducted in connection with S&P Global’s merger agreement with IHS and Sapphire Subsidiary Ltd., which was initiated on Nov. 29, 2020. The exchange is contingent on completion of the merger.

In conjunction with the exchange offers, S&P was soliciting consents to adopt proposed amendments to each of the indentures governing the IHS Markit notes.

As of the early participation deadline at 5 p.m. ET on Nov. 30, the required consents have been obtained for all of the notes.

IHS has already executed supplemental indentures which will become operative when the exchange offers settle, promptly after the expiration date but not before one day after the closing date of the merger which is now expected to be completed in the first quarter of 2022.

Exchange early results

As of the early participation deadline, the following amounts of tendered had been received under the exchange offer:

• $733,269,000, or 98.71%, of the $742,848,000 of 5% senior notes due 2022 (Cusips: 44962LAA5 and G47567AA3);

• $461,512,000, or 92.3%, of the $500 million 4 1/8% notes due 2023 (Cusip: 44962LAG2);

• $346,299,000, or 86.57%, of the $400 million 3 5/8% notes due 2024 (Cusip: 44962LAH0);

• $786,868,000, or 98.36%, of the $800 million 4¾% notes due 2025 (Cusips: 44962LB3, G47567AB1 and G47567AC9);

• $494,497,000, or 98.9%, of the $500 million 4% notes due 2026 (Cusips: 44962LAC1 and G47567AD7);

• $697,728,000, or 93.03%, of the $750 million 4¾% notes due 2028 (Cusip: 44962LAF4); and

• $928,297,000, or 97.72%, of the $950 million 4¼% notes due 2029 (Cusip: 44962LAJ6).

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

The offers will expire at 5 p.m. ET on Feb. 1, 2022.

The consent solicitations expired at the early participation date, and consents may no longer be revoked.

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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