Moody’s Corporation (NYSE: MCO) (“Moody’s”) today announced it
has commenced an offer to purchase for cash (the “Tender Offer”)
any and all of its outstanding 2.625% Senior Notes due 2023 (the
“2023 Notes”). The Tender Offer is being made pursuant to the terms
and subject to the conditions set forth in the Offer to Purchase,
dated as of August 2, 2022 (the “Offer to Purchase”) and the
related notice of guaranteed delivery (together with the Offer to
Purchase, the “Offer Documents”).
The Tender Offer will expire at 5:00 p.m. Eastern Time (ET), on
August 8, 2022, unless extended or earlier terminated as described
in the Offer to Purchase (such time and date, as they may be
extended, the “Expiration Time”). Holders of the 2023 Notes (the
“Holders”) may withdraw their validly tendered 2023 Notes as
described below. Holders are urged to read the Offer Documents
carefully before making any decision with respect to the Tender
Offer.
Certain information regarding the 2023 Notes and the U.S.
Treasury Reference Security, the Bloomberg reference page and the
fixed spread is set forth in the table below.
Title of Security
CUSIP number/ ISIN
Principal Amount
Outstanding
U.S. Treasury Reference
Security
Bloomberg Reference
Page
Fixed Spread
2.625% Senior Notes due 2023
615369 AK1 / US615369AK14
$500,000,000
1.500% U.S. Treasury due January
15, 2023
FIT3
+15 bps
The “Tender Offer Consideration” for each $1,000 principal
amount of the 2023 Notes validly tendered, and not validly
withdrawn, and accepted for purchase pursuant to the Tender Offer
will be determined in the manner described in the Offer to Purchase
by reference to the fixed spread for the 2023 Notes specified above
plus the yield based on the bid-side price of the U.S. Treasury
Reference Security specified above, as quoted on the Bloomberg Bond
Trader FIT3 series of pages, at 2:00 p.m. ET, on August 8, 2022,
the date on which the Tender Offer is currently scheduled to
expire.
In addition to the Tender Offer Consideration, Holders will also
receive accrued and unpaid interest on the 2023 Notes validly
tendered and accepted for purchase from July 15, 2022, the last
interest payment date, up to, but not including, the date on which
Moody’s makes payment for such 2023 Notes, which date is currently
expected to be August 9, 2022 (such date, as it may be extended,
the “Settlement Date”). 2023 Notes validly tendered by notice of
guaranteed delivery and accepted for purchase are expected to be
purchased on the second business day after the Settlement Date, but
payment of accrued interest on such 2023 Notes will only be made
to, but not including, the Settlement Date.
Holders must validly tender, and not validly withdraw, their
2023 Notes at or prior to the Expiration Time, or pursuant to the
guaranteed delivery procedures described in the Offer Documents, to
be eligible to receive in cash the Tender Offer Consideration and
accrued and unpaid interest as described above.
Holders who validly tender their 2023 Notes may validly withdraw
their tendered 2023 Notes at any time prior to the earlier of (i)
the Expiration Time and (ii) if the Tender Offer is extended, the
10th business day after commencement of the Tender Offer. 2023
Notes may also be validly withdrawn at any time after the 60th
business day after commencement of the Tender Offer if for any
reason the Tender Offer has not been consummated by that date.
The Tender Offer is subject to the satisfaction or waiver of
certain conditions, including the successful completion by Moody’s
of an offering (the “Offering”) of new senior notes on terms
satisfactory to Moody’s in its sole discretion, generating net
proceeds in an amount that is sufficient to effect (i) the
repurchase of the 2023 Notes validly tendered, and not validly
withdrawn, and accepted for purchase pursuant to the Tender Offer,
and (ii) the redemption, in accordance with the terms of the
indenture governing the 2023 Notes, of all 2023 Notes remaining
outstanding after the Tender Offer, if applicable, including the
payment of any premiums, accrued interest and costs and expenses
incurred in connection with the foregoing. If any 2023 Notes remain
outstanding after the consummation of the Tender Offer, Moody’s
expects (but is not obligated) to redeem such 2023 Notes in
accordance with the terms and conditions set forth in the related
indenture. The Offering is not conditioned on the completion of the
Tender Offer.
Moody’s has engaged Citigroup Global Markets Inc. (“Citigroup”)
to act as the sole dealer manager (the “Dealer Manager”) in
connection with the Tender Offer, and has appointed Global
Bondholder Services Corporation (“GBSC”) to serve as the depositary
agent and information agent for the Tender Offer. Copies of the
Offer Documents are available via the Tender Offer website at
gbsc-usa.com/moodys/ or by contacting GBSC via telephone at +1
(212) 430-3774 (collect) or +1 (855) 654‑2014 (toll-free) or via
e-mail at contact@gbsc-usa.com. Questions regarding the terms of
the Tender Offer should be directed to Citigroup at +1 (212)
723-6106 (collect) or +1 (800) 558-3745 (toll-free).
None of Moody’s, its board of directors, the Dealer Manager,
GBSC or the trustee for the 2023 Notes, or any of their respective
affiliates, is making any recommendation as to whether Holders
should tender any 2023 Notes in response to the Tender Offer.
Holders must make their own decision as to whether to tender any of
their 2023 Notes and, if so, the principal amount of 2023 Notes to
tender.
This press release is neither an offer to purchase nor a
solicitation of an offer to sell any of the 2023 Notes, or an offer
to sell or a solicitation of an offer to purchase the new notes
pursuant to the Offering nor is it a solicitation for acceptance of
the Tender Offer, nor shall it constitute a notice of redemption
under the indenture governing the 2023 Notes. Moody’s is making the
Tender Offer only by, and pursuant to the terms of, the Offer
Documents. The Tender Offer is not being made 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.
ABOUT MOODY’S CORPORATION
Moody’s (NYSE: MCO) is a global integrated risk assessment firm
that empowers organizations to make better decisions. Its data,
analytical solutions and insights help decision-makers identify
opportunities and manage the risks of doing business with others.
We believe that greater transparency, more informed decisions, and
fair access to information open the door to shared progress. With
approximately 14,000 employees in more than 40 countries, Moody’s
combines international presence with local expertise and over a
century of experience in financial markets. Learn more at
moodys.com/about.
FORWARD-LOOKING STATEMENTS
Certain statements contained in this release are forward-looking
statements, which include statements relating to the Offering and
the Tender Offer, and are based on future expectations, plans and
prospects for Moody’s business and operations that involve a number
of risks and uncertainties. The forward-looking statements in this
release are made as of the date hereof, and Moody’s disclaims any
duty to supplement, update or revise such statements on a
going-forward basis, whether as a result of subsequent
developments, changed expectations or otherwise. Moody’s is
identifying certain factors that could cause actual results to
differ, perhaps materially, from those indicated by these
forward-looking statements. Those factors, risks and uncertainties
include, but are not limited to, the risk that the Tender Offer and
the Offering may not be completed on the proposed terms, or at all,
the global impact of the crisis in Ukraine on volatility in the
U.S. and world financial markets, on general economic conditions
and gross domestic product in the United States and worldwide, on
global relations, and its potential for further worldwide credit
market disruptions and economic slowdowns; the impact of the
withdrawal of the credit ratings of Moody’s Investors Service, a
reportable segment of MCO, on Russian entities and of Moody’s
suspension of commercial operations in Russia; the impact of
COVID-19 on world financial markets, on general economic conditions
and on Moody’s own operations and personnel; future worldwide
credit market disruptions or economic slowdowns, which could affect
the volume of debt and other securities issued in domestic and/or
global capital markets; other matters that could affect the volume
of debt and other securities issued in domestic and/or global
capital markets, including regulation, credit quality concerns,
changes in interest rates, inflation and other volatility in the
financial markets and uncertainty as companies transition away from
LIBOR; the level of merger and acquisition activity in the United
States and abroad; the uncertain effectiveness and possible
collateral consequences of U.S. and foreign government actions
affecting credit markets, international trade and economic policy,
including those related to tariffs, tax agreements and trade
barriers; concerns in the marketplace affecting our credibility or
otherwise affecting market perceptions of the integrity or utility
of independent credit agency ratings; the introduction of competing
products or technologies by other companies; pricing pressure from
competitors and/or customers; the level of success of new product
development and global expansion; the impact of regulation as a
nationally recognized statistical rating organization, the
potential for new U.S., state and local legislation and
regulations; the potential for increased competition and regulation
in the European Union (“EU”) and other foreign jurisdictions;
exposure to litigation related to our rating opinions, as well as
any other litigation, government and regulatory proceedings,
investigations and inquiries to which Moody’s may be subject from
time to time; provisions in U.S. legislation modifying the pleading
standards and EU regulations modifying the liability standards,
applicable to credit rating agencies in a manner adverse to credit
rating agencies; provisions of EU regulations imposing additional
procedural and substantive requirements on the pricing of services
and the expansion of supervisory remit to include non-EU ratings
used for regulatory purposes; uncertainty regarding the future
relationship between the United States and China; the possible loss
of key employees; failures or malfunctions of our operations and
infrastructure; any vulnerabilities to cyber threats or other
cybersecurity concerns; the outcome of any review by controlling
tax authorities of Moody’s global tax planning initiatives;
exposure to potential criminal sanctions or civil remedies if
Moody’s fails to comply with foreign and U.S. laws and regulations
that are applicable in the jurisdictions in which Moody’s operates,
including data protection and privacy laws, sanctions laws,
anti-corruption laws, and local laws prohibiting corrupt payments
to government officials; the impact of mergers, acquisitions, such
as our acquisition of RMS, or other business combinations and the
ability of Moody’s to successfully integrate acquired businesses;
currency and foreign exchange volatility; the level of future cash
flows; the levels of capital investments; and a decline in the
demand for credit risk management tools by financial institutions.
These factors, risks and uncertainties as well as other risks and
uncertainties that could cause Moody’s actual results to differ
materially from those contemplated, expressed, projected,
anticipated or implied in the forward-looking statements are
described in greater detail under “Risk Factors” in Part I, Item 1A
of Moody’s annual report on Form 10-K for the year ended December
31, 2021, and in other filings made by Moody’s from time to time
with the U.S. Securities and Exchange Commission or in materials
incorporated herein or therein. Stockholders and investors are
cautioned that the occurrence of any of these factors, risks and
uncertainties may cause Moody’s actual results to differ materially
from those contemplated, expressed, projected, anticipated or
implied in the forward-looking statements, which could have a
material and adverse effect on Moody’s business, results of
operations and financial condition. New factors may emerge from
time to time, and it is not possible for Moody’s to predict new
factors, nor can Moody’s assess the potential effect of any new
factors on it.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220801005897/en/
SHIVANI KAK Investor Relations 212.553.0298
shivani.kak@moodys.com
MICHAEL ADLER Corporate Communications 212.553.4667
michael.adler@moodys.com
moodys.com ir.moodys.com moodys.com/esg
moodys.com/sustainability
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