Introduction
On February 28, 2022, IHS Markit Ltd., a Bermuda exempted company limited by shares (“IHS Markit”), completed its previously announced merger with S&P Global Inc. (“S&P Global”). Pursuant to the Agreement and Plan of Merger, dated as of November 29, 2020 (as amended by Amendment No. 1 thereto, dated as of January 20, 2021, the “Merger Agreement”), by and among IHS Markit, S&P Global and Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of S&P Global (“Merger Sub”), Merger Sub merged with and into IHS Markit (the “Merger”), with IHS Markit continuing as the surviving company of the Merger and a wholly owned subsidiary of S&P Global.
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and outstanding common share, par value $0.01 per share, of IHS Markit (excluding any shares held by IHS Markit in treasury) was converted into the right to receive 0.2838 (the “Exchange Ratio”) fully paid and nonassessable shares of common stock, par value $1.00 per share, of S&P Global (“S&P Global Common Stock”), with cash in lieu of fractional shares of S&P Global Common Stock, without interest (such cash and the newly issued shares of S&P Global Common Stock, the “Merger Consideration”).
At the Effective Time, the outstanding equity awards of IHS Markit were treated as follows:
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Each restricted share unit award was converted into an S&P Global restricted share unit award (an “S&P RSU Award”) based on the Exchange Ratio, with the same terms and conditions. S&P RSU Awards held by employees of IHS Markit will vest in full if the holder’s employment is terminated without cause (other than as a result of death or disability) or for good reason by the holder during a specified period following the Effective Time (a “Qualifying Termination”). S&P RSU Awards held by non-employee directors of IHS Markit vested in full at the Effective Time. |
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Each performance share unit award (an “IHS Markit PSU Award”) was converted into an S&P RSU Award based on the Exchange Ratio (assuming target performance), with the same terms and conditions (provided that any performance-vesting conditions no longer applies). The S&P RSU Awards are eligible to vest with respect to 200% of the target number of shares covered by the award if the applicable holder remains employed through the end of the applicable performance period. In the event of a Qualifying Termination prior to the end of the applicable vesting date, awards scheduled to vest in February 2023 will vest with respect to 175% of the target number of shares and awards scheduled to vest in February 2024 will vest with respect to 150% of the target number of shares. |
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Each IHS Markit deferred share unit award was converted into an S&P Global deferred share unit award based on the Exchange Ratio, with the same terms and conditions. |
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Each option to purchase IHS Markit Common Shares was converted into an option to purchase S&P Global Common Stock based on the Exchange Ratio (with respect to both the number of shares and the per share exercise price), with the same terms and conditions. |
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement and the amendment to the Merger Agreement, which are filed as Exhibits 2.1 and 2.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
The aggregate number of shares of S&P Global Common Stock payable as consideration in the Merger was approximately 122 million shares of S&P Global Common Stock. The issuance of shares of S&P Global Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a registration statement on Form S-4 (File No. 333-251999) filed by S&P Global with the SEC and declared effective on January 22, 2021 (the “Registration Statement”). The joint proxy statement/prospectus included in the Registration Statement contains additional information about the Merger Agreement and the transactions contemplated thereby.