IHS holders tender for exchange 98.8% of 5% notes in Markit offer

By Susanna Moon

Chicago, July 12 – IHS Inc. investors had tendered for exchange $740.7 million, or 98.8%, of its $750 million of 5% senior notes due 2022 as of 5 p.m. ET on July 11, the early tender date, in the offer being made by Markit Ltd.

As a result, IHS has received the needed consents to approve the proposed amendments, and IHS has entered into a supplemental indenture to the notes, according to a press release by the companies.

The amendments will become operative when Markit accepts the tendered notes for exchange.

In addition, the total exchange value has been extended to all holders who tender their notes for exchange in the offer.

As announced on June 27, Markit is offering $1,000 principal amount of new 5% senior notes due 2022 and $5 of cash in exchange for $1,000 principal amount of the IHS notes.

The total payment includes a premium of $50 principal amount of new notes per $1,000 par amount, which was originally set as an early premium to be paid only for notes tendered before the early tender deadline.

Holders will also receive accrued interest up to but excluding the settlement date.

The exchange offer will continue until 11:59 p.m. ET on July 25.

Tendered notes may no longer be withdrawn, as of the early deadline.

The new notes will be issued by Markit, which will be renamed IHS Markit Ltd. once Markit completes its acquisition of IHS. The new notes will be guaranteed on a senior unsecured basis by each of IHS Markit’s subsidiaries that are borrowers or guarantors under the new credit facilities that IHS Markit will enter into once the acquisition is complete.

The companies previously said the purpose of the exchange offer is to promote a more efficient capital structure following the merger.

Holders may not deliver consents without tendering notes in the exchange offer. Holders who tender in the exchange will be deemed to have delivered consents.

The exchange offer is contingent on the completion of the acquisition.

The exchange agent and information agent is D.F. King & Co., Inc. (800 330-4627, 212 269-5550 or dfking.com/ihs).

IHS is an Englewood, Colo.-based provider of information and analytics. Markit provides financial information services and is based in London.

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