NEW YORK, March 4, 2022 /PRNewswire/ -- S&P Global
(NYSE: SPGI) (the "Company") announced today that it has delivered
a conditional notice of redemption (the "Notice") to the trustee of
the Company's 4.125% Senior Notes due 2023 (the "2023 Notes")
(CUSIP Nos. 78409V AU8 and U75091 AG0 and ISINs US78409VAU89 and
USU75091AG07), 3.625% Senior Notes due 2024 (the "2024 Notes")
(CUSIP Nos. 78409V AV6 and U75091 AH8 and ISINs US78409VAV62 and
USU75091AH89) and 4.000% Senior Notes due 2026 (the "2026 Notes"
and, collectively with the f2023 Notes and the 2024 Notes, the
"Notes") (CUSIP Nos. 78409V AX2 and U75091 AK1 and ISINs
US78409VAX29 and USU75091AK19).
The Notice calls for the redemption of all of the outstanding
$1.3 billion aggregate principal
amount of the Notes (the "Redemption") on March 19, 2022, in the case of the 2023 Notes and
the 2024 Notes, and March 24, 2022,
in the case of the 2026 Notes (each, a "Redemption Date"). The
redemption price for each series of the Notes will be equal to the
outstanding principal amount of such series of the Notes plus a
make-whole premium determined in accordance with the terms of such
series of the Notes, plus accrued and unpaid interest thereon, to,
but excluding, the applicable Redemption Date. The Redemption will
be conditioned upon, among other requirements, the Company's
successful completion of an offering of its new senior notes
separately announced today (the "Offering").
This press release shall not constitute a notice of redemption
of the Notes. Information concerning the terms and conditions of
the Redemption is described in the notices distributed to holders
of the Notes by the trustee under the indenture governing the
Notes. This press release shall not constitute an offer to buy or a
solicitation of an offer to sell any Notes and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such
offering, solicitation or sale would be unlawful.
About S&P Global
S&P Global (NYSE: SPGI) provides essential intelligence. We
enable governments, businesses and individuals with the right data,
expertise and connected technology so that they can make decisions
with conviction. From helping our customers assess new investments
to guiding them through ESG and energy transition across supply
chains, we unlock new opportunities, solve challenges and
accelerate progress for the world.
We are widely sought after by many of the world's leading
organizations to provide credit ratings, benchmarks, analytics and
workflow solutions in the global capital, commodity and automotive
markets. With every one of our offerings, we help the world's
leading organizations plan for tomorrow, today.
Contact:
Investor Relations:
Mark Grant
Senior Vice President, Investor Relations
Tel: + 1 347 640 1521
mark.grant@spglobal.com
Media:
Ola Fadahunsi
Tel: +1 332-210-9935
ola.fadahunsi@spglobal.com
Christopher Krantz
+44 7976 632 638
christopher.krantz@spglobal.com
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 the Company
operates and beliefs of and assumptions made by the Company's
management, involve uncertainties that could significantly affect
the financial or operating results of the 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. For
example, management may use forward-looking statements when
addressing topics such as the outcome of the Redemption or the
Offering.
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) uncertainty relating
to the impact of the integration of the businesses of the Company
and IHS Markit Ltd. ("IHS Markit"), including potential adverse
reactions or changes to business relationships resulting from the
integration and increased cyber risks during the integration; (ii)
the ability of the Company to successfully integrate IHS Markit's
operations and retain and hire key personnel; (iii) the ability of
the Company to implement its plans, forecasts and other
expectations, including with respect to IHS Markit's business and
to realize expected synergies; (iv) business disruption following
the transaction with IHS Markit; (v) 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., COVID-19 and its variants (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; (vi) the ability of the Company 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, data breach, 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; (vii) 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; (viii) the outcome of any potential litigation,
government and regulatory proceedings, investigations and
inquiries; (ix) changes in debt and equity markets, including
credit quality and spreads; (x) demand for investment products that
track indices and assessments, and trading volumes of certain
exchange-traded derivatives; (xi) changes in financial markets,
capital, credit and commodities markets and interest rates; (xii)
the possibility that the integration of IHS Markit may be more
expensive to complete than anticipated, including as a result of
unexpected factors or events; (xiii) the parties' ability to meet
expectations regarding the accounting and tax treatments of the
proposed transaction; (xiv) the outcome of the Redemption of the
Offering; and (xv) those additional risks and factors discussed in
reports filed with the Securities and Exchange Commission by the
Company from time to time, including those discussed under the
heading "Risk Factors" in the Company's most recently filed Annual
Report on Form 10-K. 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 the Company's consolidated
financial condition, results of operations, credit rating or
liquidity. Except to the extent required by applicable law or
regulation, the Company 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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SOURCE S&P Global