IHS MARKIT LTD. (NASDAQ:INFO) Files An 8-K Regulation FD Disclosure

IHS MARKIT LTD. (NASDAQ:INFO) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.

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In connection with the offering of the Additional Notes (as defined below), IHS Markit Ltd., a Bermuda exempted company (the “Company”), is disclosing under this Current Report on Form 8-K the information included in Exhibit 99.1, which is incorporated herein by reference.

The information, including unaudited combined financial data of the Company, some of which has not been previously reported, is excerpted from the Confidential Offering Memorandum, dated July10, 2017, that is being circulated to investors in connection with the offering of the Additional Notes described in Item 7.01 below. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy or otherwise acquire securities.

On July10, 2017, the Company announced that it intends to offer, subject to market and other conditions, an additional $250million in aggregate principal amount of senior notes (the “Additional Notes”) in a private placement transaction to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Company intends to use the net proceeds from the offering of the Additional Notes for working capital and other general purposes, which may include repayment of indebtedness or share repurchases to its previously announced share repurchase authorization.

The Company has previously issued $500million aggregate principal amount of its 4.75% Senior Notes due 2025 (the “Existing Notes”) under the Indenture, dated February9, 2017 among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee. The Additional Notes will have identical terms to the Existing Notes other than their date of issue and their initial price to the public and will be treated as a single series under the indenture and be fungible with, and have the same CUSIP/ISIN numbers as, the Existing Notes for U.S. federal income tax purposes, except that the Additional Notes sold to Regulation S under the Securities Act will initially be subject to restrictions on transfer and will initially trade separately under different CUSIP/ISIN numbers until at least 40 days after the issue date of the Additional Notes. After the 40th day following such date, certain transfer restrictions with respect to the Additional Notes sold to Regulation S under the Securities Act will terminate and such Additional Notes will become fungible with, and will be mandatorily exchanged to have the same CUSIP/ISIN numbers as, the Existing Notes sold to Regulation S under the Securities Act.

The Additional Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder. to Rule 135c of the Securities Act, the Company is filing herewith the press release dated July10, 2017.

Item 7.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Excerpts from the Confidential Offering Memorandum, dated July10, 2017
99.2 Press Release dated July10, 2017, announcing the proposed offering of the Additional Notes.


IHS Markit Ltd. Exhibit
EX-99.1 2 d395253dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Excerpts from the Confidential Offering Memorandum,…
To view the full exhibit click here

About IHS MARKIT LTD. (NASDAQ:INFO)

IHS Markit Ltd, formerly Markit Ltd., provides critical information, analytics and solutions for the industries and markets that drive economies worldwide. The Company delivers next-generation information, analytics and solutions to customers in business, finance and government, improving their operational efficiency and providing deep insights. The Company has approximately 50,000 business and government customers, including 80 percent of the Fortune Global 500 and financial institutions.

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