IHS IHS Holding Limited

 

 

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): February 10, 2016

Commission file number 001-32511

 

 

IHS INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		13-3769440
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

15 Inverness Way East

Englewood, CO 80112

(Address of principal executive offices)

(303) 790-0600

(Registrant’s telephone number, including area code)

Former name or former address, if changed since last report: Not Applicable

 

 

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))

 

 

 

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Item 1.01.

Entry into a Material Definitive Agreement.

On February 10, 2016, IHS Inc. (“IHS” or “we” or “us” or “our”) entered into an amendment (the “Term Loan Amendment”) among IHS, as a guarantor and the Tranche A-2 Borrower, IHS Global Inc., as the Tranche A-1 Borrower, the lenders party thereto and Bank of America, N.A., as administrative agent, to that certain term loan credit agreement dated as of October 17, 2014 (as amended by the Term Loan Amendment and as amended, supplemented or otherwise modified prior to the date hereof, the “Term Loan Credit Agreement”), among IHS, as guarantor, IHS Global Inc., as borrower, Bank of America, N.A., as administrative agent, and the lenders party thereto. The Term Loan Amendment amended the Term Loan Credit Agreement to create a new tranche of term loans thereunder (the “Tranche A-2 Term Loans”) in an aggregate principal amount of $550 million. Proceeds from the Tranche A-2 Term Loans were used to finance the acquisition of Oil Price Information Service, LLC, a Maryland limited liability company (“OPIS”), as described under Item 2.01.

Also on February 10, 2016, IHS entered into an amendment (the “Revolving Credit Facility Amendment”) among IHS, IHS Holding Inc., IHS Global Inc., IHS Group Holdings Limited, IHS Global Limited, IHS Global S.A., IHS Global Canada Limited, IHS EMEA Holdings S.À.R.L., IHS Luxembourg S.À.R.L., as borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent, to that certain revolving credit agreement dated as of October 17, 2014 (as amended by the Revolving Credit Facility Amendment and as amended, supplemented or otherwise modified prior to the date hereof, the “Revolving Credit Agreement”), among IHS, IHS Holding Inc., IHS Global Inc., IHS Group Holdings Limited, IHS Global Limited, IHS Global S.A., IHS Global Canada Limited, IHS EMEA Holdings S.À.R.L., IHS Luxembourg S.À.R.L., as borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto. The Revolving Credit Facility Amendment made certain amendments and modifications to the Revolving Credit Agreement to permit the incurrence of the Tranche A-2 Term Loans.

The foregoing summary of the Term Loan Amendment and the Revolving Credit Facility Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Term Loan Amendment and the Revolving Credit Facility Amendment, which are planned to be filed with the IHS quarterly report on Form 10-Q for the first fiscal quarter of 2016.

 

Item 2.01

Completion of Acquisition or Disposition of Assets.

On February 10, 2016, IHS Global Inc. completed its previously announced acquisition of OPIS, an internationally referenced pricing reporting agency that serves the oil, natural gas and biofuels industries, pursuant to the Membership Interest Purchase Agreement (the “Agreement”) dated as of January 8, 2016 with UCG Holdings Limited Partnership, as seller. Under the Agreement, IHS Global Inc. paid $650 million for the acquisition, subject to customary post-closing adjustments. Funds for the acquisition were drawn under the Term Loan Credit Agreement and the Revolving Credit Agreement described in Item 1.01.

The Agreement is more fully described in IHS’ current report on Form 8-K filed with the U.S. Securities and Exchange Commission on January 11, 2016, which is incorporated herein by reference.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

 

Item 7.01

Regulation FD Disclosure.

On February 11, 2016, IHS issued a media release announcing completion of its acquisition of OPIS, which is furnished as Exhibit 99.1 to this current report on Form 8-K. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.

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Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

99.1

Media Release dated February 11, 2016.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

				IHS INC.
Date: February 11, 2016				By:		/s/ Stephen Green
						Stephen Green
						Executive Vice President, Legal and Corporate Secretary

Exhibit 99.1

News Release

 

News Media Contact:		Investor Relations Contact:
Dan Wilinsky		Eric Boyer
+1 303 397 2468		+1 303 397 2969
dan.wilinsky@ihs.com		eric.boyer@ihs.com

IHS Completes Acquisition of Oil Price Information Service (OPIS)

ENGLEWOOD, Colo. (February 11, 2016, 6:00 AM ET) – IHS Inc. (NYSE: IHS), the leading global source of critical information and insight, has completed its acquisition of Oil Price Information Service (OPIS), an internationally referenced pricing reporting agency that serves the oil, natural gas and biofuels industries. IHS announced its intent to acquire OPIS on January 11, 2016; closing occurred on February 10.

OPIS is the most complete source for U.S. refined petroleum pricing data, news and analytics. OPIS information primarily serves the downstream energy market and helps to further diversify the IHS Energy portfolio.

OPIS (www.opisnet.com) will remain headquartered in Gaithersburg, Maryland. The company employs 290 people and was previously owned by UCG, a privately held portfolio of business information, software and technology companies. OPIS was represented by Centerview Partners.

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About IHS (www.ihs.com)

IHS (NYSE: IHS) is the leading source of insight, analytics and expertise in critical areas that shape today’s business landscape. Businesses and governments in more than 140 countries around the globe rely on the comprehensive content, expert independent analysis and flexible delivery methods of IHS to make high-impact decisions and develop strategies with speed and confidence. IHS has been in business since 1959 and became a publicly traded company on the New York Stock Exchange in 2005. Headquartered in Englewood, Colorado, USA, IHS is committed to sustainable, profitable growth and employs approximately 8,600 people in 32 countries around the world.

IHS is a registered trademark of IHS Inc. All other company and product names may be trademarks of their respective owners. © 2016 IHS Inc. All rights reserved.

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IHS FORWARD-LOOKING STATEMENTS: This release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.

Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “aim,” “strive,” “believe,” “project,” “predict,” “estimate,” “expect,” “continue,” “strategy,” “future,” “likely,” “may,” “might,” “should,” “will,” the negative of these terms, and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. A detailed discussion of some of the risks and uncertainties that could cause our actual results and financial condition to differ materially from the forward-looking statements is described under the caption “Risk Factors” in our most recent annual report on Form 10-K, along with our other filings with the SEC.

Any forward-looking statement made by us in this release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise. Please consult our public filings at www.sec.gov or www.ihs.com.