Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 24, 2021

S&P Global Inc.

(Exact Name of Registrant as specified in its charter)

New York

1-1023

13-1026995

(State or other jurisdiction of

incorporation or organization)

(Commission

File No.)

(IRS Employer

Identification No.)

55 Water Street, New York, New York 10041

(Address of Principal Executive Offices) (Zip Code)

(212) 438-1000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of Exchange

on which registered

Common stock (par value $1.00 pershare)

SPGI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement

On December 24, 2021, S&P Global Inc., a New York corporation (the “Company”), entered into an Asset Purchase Agreement, dated as of December 24, 2021, by and between the Company and FactSet Research Systems Inc., a Delaware corporation (“FactSet”), providing, among other things, that, upon the terms and subject to the conditions set forth therein, the Company will sell its CUSIP Global Services division, which is the CUSIP issuance and data licensing business operated by the Company (the “CGS Business”) on behalf of the American Bankers Association (the “ABA”) to FactSet for a purchase price of $1,925,000,000 (the “CGS Transaction”), subject to customary adjustments (the “CGS Purchase Agreement”). In connection with the CGS Purchase Agreement, the Company, FactSet and the ABA entered into a Novation Agreement which will become effective at the closing of the CGS Transaction, pursuant to which the ABA consented to the CGS Transaction and FactSet agreed to assume all of the Company’s obligations to the ABA under the CGS Business’ license agreement with the ABA. The Loan Syndications and Trading Association, Inc. also has consented to the CGS Transaction.

The closing of the CGS Transaction is subject to satisfaction or waiver of certain conditions, including: (1) expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (2) approval of FactSet as a purchaser of the assets of the CGS Business by the European Commission and pursuant to commitments entered into between the Company and the European Commission; (3) the effectiveness of certain assignment or novation agreements relating to the CGS Business (which have already been obtained); (4) the absence of any legal restraint issued by any court or governmental entity of competent jurisdiction preventing consummation of the CGS Transaction; (5) accuracy of each party’s representations and warranties, subject in most cases to materiality or material adverse effect qualifications; (6) material compliance with each party’s covenants; and (7) consummation of the merger between the Company and IHS Markit Ltd., a Bermuda exempted company limited by shares (“IHS Markit”), pursuant to the Agreement and Plan of Merger, dated as of November 29, 2020, by and among the Company, IHS Markit, and Sapphire Subsidiary Ltd., as amended (the “S&P Global–IHS Markit Merger Agreement”). There is no financing condition to the obligations of FactSet to consummate the CGS Transaction.

The CGS Purchase Agreement also contains customary representations and warranties by each party. The Company and FactSet have also agreed to various customary covenants and agreements, including, among others, that during the period between the execution of the CGS Purchase Agreement and the closing of the CGS Transaction, the Company will use reasonable best efforts to operate, subject to certain exceptions, the CGS business in all material respects in the ordinary course and use commercially reasonable efforts to preserve substantially intact the present business organization of the CGS Business. In addition, the CGS Purchase Agreement contains covenants that require each of the Company and FactSet to use best efforts to take, or cause to be taken, all actions necessary, proper or advisable to consummate the CGS Transaction, including all actions and all things necessary to satisfy the conditions precedent to the CGS Transaction and obtain all required approvals, including regulatory approvals. The CGS Purchase Agreement also contains restrictions on each party’s ability to solicit certain employees from the other party with respect to the CGS Business for a period of one year following the closing of the CGS Transaction.

The CGS Purchase Agreement contains certain termination rights for each of the Company and FactSet, including in the event that (1) the European Commission determines that FactSet is not an acceptable purchaser of the CGS Business or the S&P Global–IHS Markit Merger Agreement is terminated prior to the closing of the pending merger between the Company and IHS Markit; (2) the CGS Transaction is not consummated on or before June 24, 2022 (subject to extension by either party to September 24, 2022 in the event that regulatory approvals remain the only conditions to the closing not satisfied and further extension by either party to December 24, 2022 in the event that regulatory approvals continue to remain the only conditions to the closing not satisfied); (3) if any restraint having the effect of preventing the consummation of the CGS Transaction shall have become final and nonappealable; and (4) the representations and warranties of the other party fail to be true and correct or the other fails to perform any of its covenants contained in the CGS Purchase Agreement, which failure or breach has not been cured within a certain time period.

The Company and FactSet have agreed to enter into related transaction agreements at the closing, including a transition services agreement.

The foregoing description of the CGS Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the CGS Purchase Agreement, a copy of which will be filed at a later date. The CGS Purchase Agreement will be attached to provide investors with information

regarding its terms. It is not intended to provide any other factual information about the Company or FactSet. In particular, the assertions embodied in the representations, warranties, covenants and agreements contained in the CGS Purchase Agreement were made only for purposes of the CGS Purchase Agreement, were solely for the benefit of the parties to the CGS Purchase Agreement, and are qualified by information in confidential disclosure schedules provided by each of the Company and FactSet in connection with the signing of the CGS Purchase Agreement. These confidential disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations, warranties, covenants and agreements set forth in the CGS Purchase Agreement. Moreover, certain representations, warranties, covenants and agreements in the CGS Purchase Agreement were used for the purpose of allocating risk between the Company and FactSet rather than establishing matters as facts and were made only as of the date of the CGS Purchase Agreement (or such other date or dates as may be specified in the CGS Purchase Agreement). In addition, the parties may apply standards of materiality in a way that is different from what may be viewed as material by investors. Accordingly, the representations, warranties, covenants and agreements in the CGS Purchase Agreement may not describe the actual state of affairs at the date they were made or at any other time and should not be relied upon as characterizations of the actual state of facts about the Company or FactSet. Moreover, information concerning the subject matter of the representations, warranties, covenants and agreements may change after the date of the CGS Purchase Agreement, and unless required by applicable law, the Company undertakes no obligation to update such information.

Item 8.01

Other Events

On December 27, 2021, the Company and IHS Markit issued a joint press release announcing (i) the execution of the CGS Purchase Agreement and (ii) the execution of an Asset Purchase Agreement, dated as of December 24, 2021 by and among the Company, IHS Markit, and News Corporation (“News Corp”), a Delaware corporation, providing, among other things, that, upon the terms and subject to the conditions set forth therein, IHS Markit will sell all right, title and interest in and to its base chemicals business to News Corp for a purchase price of $295,000,000, subject to customary adjustments (the “Base Chemicals Transaction”). The Company and IHS Markit anticipate the combined company will receive aggregate net sale proceeds of approximately $1.3 billion from these transactions, which proceeds are net of taxes and payments to CGS’s industry partner.

Completion of the Base Chemicals Transaction remains subject to customary closing conditions, including receipt of certain regulatory approvals and the closing of the pending merger between the Company and IHS Markit.

A copy of the joint press release announcing the CGS Transaction and the Base Chemicals Transaction is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.


Exhibit Number		Description

99.1		Joint Press Release, dated December 27, 2021

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 & Chief Corporate Counsel

Dated: December 27, 2021

Exhibit 99.1

LOGO

55 Water Street

New York, NY 10041

www.spglobal.com

Press Release

For Immediate Release

S&P Global and IHS Markit Announce Agreements to Sell Base Chemicals and CUSIP Businesses

NEW YORK and LONDON – December 27, 2021 – S&P Global (NYSE: SPGI) and IHS Markit (NYSE: INFO) today announced agreements to sell IHS Markit’s Base Chemicals business to News Corp and S&P Global’s CUSIP Global Services (CGS) business to FactSet Research Systems. These agreements represent continued progress toward completing the pending merger of S&P Global and IHS Markit.

News Corp agreed to purchase the Base Chemicals business for $295 million, and FactSet Research Systems has agreed to acquire CGS for $1.925 billion, with each agreement subject to customary purchase price adjustments. Each of these divestitures is dependent on closing the S&P Global-IHS Markit merger and other customary conditions. S&P Global and IHS Markit currently anticipate the combined company will receive aggregate net sale proceeds of approximately $1.3 billion from these transactions, of which proceeds are net of taxes and payments to CGS’s industry partner.

“The two divestures we have announced today represent an important milestone in our progress toward satisfying the required regulatory conditions to complete our merger with IHS Markit,” said Douglas L. Peterson, President and Chief Executive Officer of S&P Global. “With these agreements in place, we are well positioned to dedicate our full attention to our goals of accelerating progress, enabling innovation and serving our customers through the combination of these two world-class businesses.”

“Finding a suitable buyer for these two businesses meets a key regulatory requirement for our merger,” added Lance Uggla, Chairman and Chief Executive Officer of IHS Markit. “We now look forward to combining our great companies and consolidating our businesses to drive growth for our customers around the world.”

S&P Global has also pledged to divest its Leveraged Commentary and Data (LCD) business, along with a related family of leveraged loan indices as a condition for regulatory approval. Under the European Commission’s conditional approval of the merger of S&P Global and IHS Markit, execution of an agreement to sell the LCD business can occur after the closing of the merger.

The companies previously announced the divestiture of IHS Markit’s Oil Price Information Services (OPIS), Coal, Metals and Mining (CMM), and PetroChem Wire (PCW) businesses to NewsCorp in August 2021 as part of the ongoing merger review process.

The divestitures remain subject to further review and approval by antitrust regulators. S&P Global and IHS Markit continue to expect to close their merger in the first quarter of 2022, subject to the satisfaction of closing conditions.

Advisors

Goldman Sachs & Co. LLC is serving as financial advisor to S&P Global, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. Davis Polk & Wardwell LLP is serving as legal counsel for IHS Markit.

Investor Relations:

IHS Markit

Eric Boyer

Tel: +1 303 397 2969

[email protected]

S&P Global

Chip Merritt

Tel: +1 212 438 4321

[email protected]

Media:

IHS Markit

Sebastian Kadritzke

Tel: +44 203 159 3283

[email protected]

S&P Global

Ola Fadahunsi

Tel: +1 212 438 2296

[email protected]

Forward-Looking Statements:

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 S&P Global Inc. (“S&P Global”) and IHS Markit Ltd. (“IHS Markit”) operate and beliefs of and assumptions made by S&P Global management and IHS Markit management, involve uncertainties that could significantly affect the financial or operating results of S&P Global, IHS Markit or the combined 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. Such forward-looking statements include, but are not limited to, projections of earnings, statements of plans for future operations or expected revenues, statements about the benefits of the transaction involving S&P Global and IHS Markit, including future financial and operating results and cost and revenue synergies, the combined company’s plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to creating value for shareholders, benefits of the proposed transaction to shareholders, employees, customers and other constituents of the combined company, the outcome of contingencies, future actions by regulators, changes in business strategies and methods of generating revenue, the development and performance of each company’s services and products, integrating our companies, cost savings, the expected timetable for completing the proposed transaction, general conditions in the geographic areas where we operate and our respective effective tax rates, cost structure, dividend policy, cash flows or liquidity — are forward-looking statements.

These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in such forward-looking statements. We can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with: (i) the satisfaction of the conditions precedent to consummation of the proposed merger between S&P Global and IHS Markit and the divesture of S&P Global’s CGS business and IHS Markit’s OPIS, CMM, PetroChem Wire and Base Chemicals businesses, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; (ii) uncertainty relating to the impact of the proposed merger and divestiture transaction on the businesses

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of S&P Global and IHS Markit, including potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction and changes to existing business relationships during the pendency of the acquisition that could affect S&P Global’s and/or IHS Markit’s financial performance; (iii) the ability of S&P Global to successfully integrate IHS Markit’s operations and retain and hire key personnel; (iv) the ability of S&P Global to implement its plans, forecasts and other expectations with respect to IHS Markit’s business after the consummation of the proposed transaction and realize expected synergies; (v) business disruption following the proposed transaction; (vi) economic, financial, political and regulatory conditions, in the United States and elsewhere, and other factors that contribute to uncertainty and volatility, including the United Kingdom’s withdrawal from the European Union, natural and man-made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID-19) pandemic (the “COVID-19 pandemic”)), geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes associated with the current U.S. administration; (vii) the ability of S&P Global and IHS Markit to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions such as the COVID-19 pandemic; (viii) the impact of public health crises, such as pandemics (including the COVID-19 pandemic) and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets, including any quarantine, “shelter in place,” “stay at home,” workforce reduction, social distancing, shut down or similar actions and policies; (ix) the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; (x) changes in debt and equity markets, including credit quality and spreads; (xi) demand for investment products that track indices and assessments, and trading volumes of certain exchange-traded derivatives; (xii) changes in financial markets, capital, credit and commodities markets and interest rates; (xiii) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) the parties’ ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; and (xv) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (the “SEC”) by S&P Global and IHS Markit from time to time, including those discussed under the heading “Risk Factors” in their respective most recently filed Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q. While the list of factors presented here is considered representative, this list should not be considered to be a complete statement of all potential risks and uncertainties. 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 S&P Global’s or IHS Markit’s consolidated financial condition, results of operations, credit rating or liquidity. Except to the extent required by applicable law or regulation, each of S&P Global and IHS Markit disclaims any duty to update any forward-looking statements contained in this communication or to otherwise update any of the above-referenced factors.

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