IHS (NYSE: IHS) and Markit (NASDAQ: MRKT) today announced that
Markit has commenced, subject to the terms and conditions set forth
in a confidential offering memorandum and consent solicitation
statement dated the date hereof (the “Offering Memorandum”), an
offer to exchange (the “Exchange Offer”) any and all of the
outstanding $750.0 million aggregate principal amount of 5.000%
Senior Notes due 2022 (the “Existing IHS Notes”) issued by IHS Inc.
(“IHS”) held by Eligible Holders (as defined below) for (i) up to
an aggregate principal amount of $750.0 million of new 5.000%
Senior Notes due 2022 (the “New IHS Markit Notes”) to be issued by
Markit (to be renamed IHS Markit upon completion of the Merger
referred to below) and (ii) cash. For each $1,000 principal amount
of Existing IHS Notes tendered into the Exchange Offer prior to
5:00 p.m., New York City time, on the Early Tender Date (as defined
below), Eligible Holders will be eligible to receive $1,000
principal amount of New IHS Markit Notes and $5.00 of cash, as
described below. The purpose of the Exchange Offer is to promote a
more efficient capital structure following the Merger.
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Markit is also soliciting consents (the “Consent Solicitation”)
from Eligible Holders, upon the terms and conditions set forth in
the Offering Memorandum, to adopt certain proposed amendments to
the indenture (the “Existing IHS Indenture”) under which the
Existing IHS Notes were issued that would eliminate certain of the
covenants, restrictive provisions and events of default contained
in the Existing IHS Indenture (the “Proposed Amendments”). Eligible
Holders may not deliver a consent in the Consent Solicitation
without tendering Existing IHS Notes in the Exchange Offer. If an
Eligible Holder tenders Existing IHS Notes in the Exchange Offer,
such Eligible Holder will be deemed to deliver its consent, with
respect to the principal amount of such tendered Existing IHS
Notes, to the Proposed Amendments. Markit may complete the Exchange
Offer even if valid consents sufficient to effect the Proposed
Amendments to the Existing IHS Indenture are not received.
The Exchange Offer and the Consent Solicitation are being made
in connection with the merger agreement, dated as of March 20, 2016
(the “Merger Agreement”), by and among Markit, Marvel Merger Sub,
Inc., a wholly owned subsidiary of Markit, and IHS, pursuant to
which Markit has agreed to acquire IHS (the “Merger”). The
obligation of Markit to accept for exchange, and to pay the cash
consideration for, Existing IHS Notes validly tendered (and not
validly withdrawn) in the Exchange Offer is subject to certain
conditions set forth in the Offering Memorandum, including
consummation of the Merger pursuant to the Merger Agreement. The
parties’ obligations to complete the Merger are conditioned upon a
number of conditions, including (i) the adoption by IHS
stockholders of the proposal to approve the Merger Agreement; (ii)
the approval by Markit shareholders of the issuance of Markit
common shares as merger consideration under the Merger Agreement, a
proposal to approve amending and restating the bye-laws of Markit,
and a proposal to approve the name change of “Markit Ltd.” to “IHS
Markit Ltd.”; (iii) the absence of certain governmental restraints
or prohibitions preventing the consummation of the Merger or
imposing a regulatory material adverse effect; and (iv) certain
other customary closing conditions. Consummation of the Merger is
not subject to a financing condition and is not subject to the
completion of the Exchange Offer and Consent Solicitation.
Holders who validly tender their Existing IHS Notes at or prior
to 5:00 p.m., New York City time, on July 11, 2016, unless extended
(the “Early Tender Date”) will be eligible to receive the "Total
Exchange Consideration" (as set forth in the table below), which
includes the “Early Tender Premium” set forth in such table, for
all such Existing IHS Notes that are accepted on the Settlement
Date (as defined below). Eligible holders who validly tender their
Existing IHS Notes after the Early Tender Date but at or prior to
11:59 p.m., New York City time, on July 25, 2016, unless extended
(the “Expiration Date”), will not be eligible to receive the Early
Tender Premium and, instead, will be eligible to receive only the
“Exchange Consideration” set out in the table below on a
“Settlement Date” that will occur promptly after the Expiration
Date.
The following table sets forth the Exchange Consideration, Early
Tender Premium and Total Exchange Consideration for Existing IHS
Notes validly tendered (and not validly withdrawn) and accepted for
exchange in the Exchange Offer:
Existing IHS Notes
to be Exchanged
CUSIP Numbers
Aggregate Principal
Amount Outstanding
Exchange
Consideration(1)
Early Tender
Premium(1)
Total Exchange
Consideration(1)(2)
5.000% Senior Notes
due 2022
451734AC1 /
451734AA5
$750,000,000
$950 principal
amount of New IHS
Markit Notes and
$5.00 in cash
$50 principal
amount of New
IHS Markit
Notes
$1,000 principal
amount of New IHS
Markit Notes and
$5.00 in cash
(1) For each $1,000 principal amount of
Existing IHS Notes, plus any accrued and unpaid interest thereon
from the last interest payment date to, but not including, the
Settlement Date. (2) Includes Early Tender Premium.
Eligible Holders of Existing IHS Notes may deliver their consent
to the Proposed Amendments to the Existing IHS Indenture only by
tendering Existing IHS Notes in the Exchange Offer and Consent
Solicitation. Eligible Holders may not deliver a consent in the
Consent Solicitation without tendering Existing IHS Notes in the
Exchange Offer. If an Eligible Holder tenders Existing IHS Notes in
the Exchange Offer, such Eligible Holder will be deemed to deliver
its consent, with respect to the principal amount of such tendered
Existing IHS Notes, to the Proposed Amendments. After the
withdrawal deadline of 5:00 p.m., New York City time, on July 11,
2016 (unless extended) and before the Expiration Date, upon receipt
of valid consents sufficient to effect the Proposed Amendments,
IHS, the current subsidiary guarantors of the Existing IHS Notes
and the trustee under the Existing IHS Indenture will execute and
deliver a supplemental indenture relating to the Proposed
Amendments. The Proposed Amendments will become operative upon
consummation of the Exchange Offer.
Documents relating to the Exchange Offer and Consent
Solicitation will only be distributed to holders of Existing IHS
Notes who certify that they are (i) “qualified institutional
buyers” within the meaning of Rule 144A under the Securities Act of
1933, as amended (the “Securities Act”), or (ii) persons outside
the United States that are not “U.S. persons” within the meaning of
Regulation S under the Securities Act (such holders, “Eligible
Holders”). The complete terms and conditions of the Exchange Offer
and the Consent Solicitation are described in the Offering
Memorandum and related letter of transmittal and consent, copies of
which may be obtained by contacting D.F. King & Co., Inc., the
exchange agent and information agent in connection with the
Exchange Offer and Consent Solicitation, at (800) 330-4627 (U.S.
toll-free) or (212) 269-5550 (banks and brokers) or by visiting
www.dfking.com/ihs.
The New IHS Markit 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 and certain of its subsidiaries will enter into upon the
consummation of the Merger. Future guarantees of the New IHS Markit
Notes will be required to the extent a subsidiary is required by
the new credit facilities to provide a guarantee thereunder, among
other circumstances.
The New IHS Markit Notes have not been, and will not be,
registered under the Securities Act or the securities laws of any
other jurisdiction. The New IHS Markit Notes may not be offered or
sold in the United States or to any U.S. persons except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.
This press release shall not constitute an offer to purchase any
securities or a solicitation of an offer to sell, or the
solicitation of tenders or consents with respect to, any
securities, and is issued pursuant to Rule 135c under the
Securities Act. The Exchange Offer and Consent Solicitation are
being made only pursuant to the Offering Memorandum and related
transmittal documents and only to such persons and in such
jurisdictions as is permitted under applicable law.
This press release has not been approved by an authorized person
for the purposes of section 21 of the Financial Services and
Markets Act 2000 (as amended). Accordingly, this document is only
for distribution to and directed at: (i) in the United Kingdom,
persons having professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)
(the "Order") or high net worth entities falling within Article
49(2)(a) to (d) of the Order; (ii) persons who are outside the
United Kingdom; and (iii) any other person to whom it can otherwise
be lawfully distributed (all such persons together being referred
to as "Relevant Persons"). Any investment or investment activity to
which this press release relates is available only to and will be
engaged in only with Relevant Persons. Persons who are not Relevant
Persons should not take any action based upon this press release
and should not rely on it.
About IHS
IHS (NYSE: IHS) is a 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 employed nearly 9,000 people in 33 countries around the world
prior to completion of the Merger.
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.
About Markit
Markit is a leading global provider of financial information
services. We provide products that enhance transparency, reduce
risk and improve operational efficiency. Our customers include
banks, hedge funds, asset managers, central banks, regulators,
auditors, fund administrators and insurance companies. Founded in
2003, we employed over 4,200 people in 13 countries prior to
completion of the Merger. Markit shares are listed on NASDAQ under
the symbol MRKT.
Additional Information
On June 6, 2016, Markit filed with the Securities and
Exchange Commission (the “SEC”) a registration statement on Form
F-4 that includes a joint proxy statement of IHS and Markit. IHS
and Markit may also file other documents with the SEC regarding the
proposed transaction. INVESTORS AND SECURITY HOLDERS OF IHS AND
MARKIT ARE URGED TO READ THE REGISTRATION STATEMENT AND JOINT PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and
security holders may obtain free copies of these materials and
other documents filed with the SEC by IHS and Markit through the
web site maintained by the SEC at www.sec.gov or by contacting the
investor relations department of IHS or Markit at the
following:
IHS
Markit
15 Inverness Way East
4th Floor, Ropemaker Place
Englewood, CO 80112 25 Ropemaker St., London England EC2 9LY
Attention: Investor Relations
Attention: Investor Relations
+1 303-397-2969 +44 20 7260 2000
Participants in the
Solicitation
IHS, Markit, and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information
regarding IHS’s directors and executive officers, and their direct
or indirect interests in the transaction, by security holdings or
otherwise, is contained in IHS’s Form 10-K for the year ended
November 30, 2015, and its proxy statement filed on
February 24, 2016, which are filed with the SEC. Information
regarding the directors and executive officers of Markit, and their
direct or indirect interests in the transaction, by security
holdings or otherwise, is contained in Markit’s 20-F for the year
ended December 31, 2015, and Markit’s proxy statement filed on
Form 6-K on March 28, 2016, which are filed with the SEC. A
more complete description is available in the registration
statement on Form F-4 and the joint proxy statement/prospectus.
No Offer or Solicitation
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote of approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including
Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended. In this context, forward-looking statements often address
expected future business and financial performance and financial
condition, and often contain words such as “expect,” “anticipate,”
“intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,”
“target,” similar expressions, and variations or negatives of these
words. Forward-looking statements by their nature address matters
that are, to different degrees, uncertain, such as statements about
the consummation of the proposed transaction and the anticipated
benefits thereof. These and other forward-looking statements,
including the failure to consummate the proposed transaction or to
make or take any filing or other action required to consummate such
transaction on a timely matter or at all, are not guarantees of
future results and are subject to risks, uncertainties and
assumptions that could cause actual results to differ materially
from those expressed in any forward-looking statements. Important
risk factors that may cause such a difference include, but are not
limited to, (i) the completion of the merger on anticipated
terms and timing, including obtaining shareholder or stockholder
(as applicable) and regulatory approvals, anticipated tax
treatment, unforeseen liabilities, future capital expenditures,
revenues, expenses, earnings, synergies, economic performance,
indebtedness, financial condition, losses, future prospects,
business and management strategies for the management, expansion
and growth of the combined company’s operations and other
conditions to the completion of the merger, (ii) the ability
of IHS and Markit to integrate the business successfully and to
achieve anticipated synergies, risks and costs,
(iii) potential litigation relating to the proposed
transaction that could be instituted against IHS, Markit or their
respective directors, (iv) the risk that disruptions from the
proposed transaction will harm IHS’s and Markit’s business,
including current plans and operations, (v) the ability of IHS
or Markit to retain and hire key personnel, (vi) potential
adverse reactions or changes to business relationships resulting
from the announcement or completion of the merger,
(vii) continued availability of capital and financing and
rating agency actions, (viii) legislative, regulatory and
economic developments, (ix) potential business uncertainty,
including changes to existing business relationships, during the
pendency of the merger that could affect IHS’s and/or Markit’s
financial performance, (x) certain restrictions during the
pendency of the merger that may impact IHS’s or Markit’s ability to
pursue certain business opportunities or strategic transactions and
(xi) unpredictability and severity of catastrophic events,
including, but not limited to, acts of terrorism or outbreak of war
or hostilities, as well as management’s response to any of the
aforementioned factors. These risks, as well as other risks
associated with the proposed merger, are more fully discussed in
the joint proxy statement/prospectus included in the registration
statement on Form F-4 filed with the SEC in connection with the
proposed merger. While the list of factors presented here is, and
the list of factors presented in the registration statement on Form
F-4 are, considered representative, no such list should 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 IHS’s or
Markit’s consolidated financial condition, results of operations,
credit rating or liquidity. Neither IHS nor Markit assumes any
obligation to publicly provide revisions or updates to any
forward-looking statements, whether as a result of new information,
future developments or otherwise, should circumstances change,
except as otherwise required by securities and other applicable
laws.
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News Media ContactsFor
IHS:Ed Mattix, +1 303-397-2467ed.mattix@ihs.comorFor
Markit:Ed Canaday, +1
917-434-5075ed.canaday@markit.comorInvestor Relations ContactsFor
IHS:Eric Boyer, +1 303-397-2969eric.boyer@ihs.comorFor
Markit:Matthew Kolby, +1
646-679-3140matthew.kolby@markit.com
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