S&P Global (NYSE: SPGI) (the “Company”) announced today that it has priced pursuant to its previously announced cash tender offer (the “Offer”) for any and all of its outstanding 5.000% Senior Notes due 2022, 4.000% Senior Notes due 2025 and 4.750% Senior Notes due 2025 (collectively, the “Notes”)
the approximately $1.6 billion in aggregate principal amount of the Notes that were validly tendered and not validly withdrawn on or prior to 5:00 p.m., New York City time, on March 17, 2022 (the “Early Tender Time”). The Offer is being made on the terms and subject to the conditions set forth in the Offer to Purchase, dated March 4, 2022 (the “Offer to Purchase”). The Notes are guaranteed by the Company’s subsidiary, Standard & Poor’s Financial Services LLC.
Holders of Notes validly tendered prior to or at the Early Tender Time and accepted for purchase will receive the applicable Total Consideration. Holders of any Notes that are validly tendered after the applicable Early Tender Time but prior to or at the Expiration Time and accepted for purchase will receive the applicable Tender Offer Consideration (as defined below). In addition, holders whose Notes are purchased in the Offer will receive accrued and unpaid interest from the last interest payment date to, but not including, the Early Settlement Date or the Final Settlement Date, as applicable (each as defined in the Offer to Purchase) for the applicable Notes.
The Company expects the Early Settlement Date to occur on March 21, 2022, the second business day after the Early Tender Time. The Offer will expire at 11:59 p.m., New York City time, on March 31, 2022 (such time and date, as it may be extended, the “Expiration Time”), unless extended or earlier terminated by the Company. The Company expects the Final Settlement Date to occur on April 4, 2022.
The Company’s obligation to accept for purchase and to pay for Notes validly tendered and not validly withdrawn pursuant to the Offer is subject to the satisfaction or waiver, in the Company’s discretion, of certain conditions, which are more fully described in the Offer to Purchase, including, among others, the Company’s successful completion of its previously announced offering of new senior notes, which was completed on March 18, 2022. The complete terms and conditions of the Offer are set forth in the Offer to Purchase. Holders of the Notes are urged to read the Offer to Purchase carefully.
The applicable “Total Consideration” for each $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase pursuant to the Offer was determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Notes specified in the table above plus the yield based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the table above at 10:00 a.m., New York City time, on March 18, 2022. Holders of any Notes that are validly tendered after the applicable Early Tender Time but prior to or at the Expiration Time and that are accepted for purchase will receive the applicable Total Consideration minus an early tender payment of $30 per $1,000 principal amount of such Notes tendered (the “Tender Offer Consideration”).
To the extent that all of the outstanding Notes are not tendered and purchased in the Offer, the Company intends, but is not obligated, to use a portion of any remaining net proceeds from its completed offering of new senior notes to redeem all or a portion of the remaining Notes.
The Company has retained D.F. King & Co., Inc. (“D.F. King”) as the tender agent and information agent for the Offer. The Company has retained Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC as dealer managers for the Offer.
This press release shall not constitute an offer to buy or a solicitation of an offer to sell any Notes. The Offer is being made solely pursuant to the Offer to Purchase. The Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Company by Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
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.
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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 the Company operates and beliefs of and assumptions made by the Company’s management, involve uncertainties that could significantly affect the financial or operating results of the 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. For example, management may use forward-looking statements when addressing topics such as the outcome of the Offer and any redemption of Notes.
Unlisted factors may present significant additional obstacles to the 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 consolidated financial condition, results of operations, credit rating or liquidity. Except to the extent required by applicable law or regulation, the Company disclaims any duty to update any forward-looking statements contained in this communication or to otherwise update any of the above-referenced factors