Moody’s Corporation (NYSE: MCO) (“Moody’s”) today announced that
its previously announced offer to purchase for cash (the “Tender
Offer”) any and all of its outstanding 2.625% Senior Notes due 2023
(the “2023 Notes”) expired at 5:00 p.m., New York City time, on
August 8, 2022 (the “Expiration Time”). As of the Expiration Time,
$211,285,000 or 42.26% of the $500 million aggregate principal
amount outstanding of the 2023 Notes had been validly tendered and
not validly withdrawn (not including $1,102,000 in aggregate
principal amount of 2023 Notes submitted pursuant to the guaranteed
delivery procedures described 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”). Payment for the 2023 Notes validly tendered and
accepted for purchase will be made on August 9, 2022 (the
“Settlement Date”).
Title of Security
CUSIP number / ISIN
Principal Amount
Outstanding
Principal Amount Accepted for
Purchase1
Percentage of Principal Amount
Outstanding1
2.625% Senior Notes due 2023
615369 AK1 / US615369AK14
$500,000,000
$211,285,000
42.26%
Holders of the 2023 Notes (“Holders”) who validly tendered, and
not validly withdrawn, their 2023 Notes at or prior to the
Expiration Time, or pursuant to the guaranteed delivery procedures
described in the Offer Documents, will be eligible to receive in
cash the consideration (the “Tender Offer Consideration”) of
$997.70 for each $1,000 principal amount of the 2023 Notes validly
tendered, and not validly withdrawn, and accepted for purchase,
plus 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 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.
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.
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 no
longer conducting 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.
_______________________
1 Not including $1,102,000 in aggregate
principal amount of 2023 Notes submitted pursuant to the guaranteed
delivery procedures described in the Offer Documents.
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version on businesswire.com: https://www.businesswire.com/news/home/20220809005425/en/
SHIVANI KAK Investor Relations 212.553.0298 shivani.kak@moodys.com
MICHAEL ADLER Corporate Communications 212.553.4667 michael.adler@moodys.com
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