MOODYS CORPORATION (NYSE:MCO) Files An 8-K Entry into a Material Definitive Agreement

MOODYS CORPORATION (NYSE:MCO) Files An 8-K Entry into a Material Definitive Agreement

Item1.01

Entry into a Material Definitive Agreement.

On May15, 2017 (the Signing Date), Moodys Corporation (Moodys)
and Moodys Holdings NL B.V. (the Buyer) entered into a Securities
Purchase Agreement (the SPA) with Yellow Maple I B.V. (the
Target), Yellow Maple Syrup I B.V. and Yellow Maple Syrup II B.V.
(collectively with the Target, the Target Companies) and Yellow
Maple Coperatief U.A., Yellow Maple Holding Guernsey Limited, CCP
IX LP No.1, CCP IX LP No.2, CCP IX Co-Investment LP, Broad Street
Principal Investments LLC, HX Luxembourg I S.. R.L. and the other
sellers identified in the SPA (collectively, the Sellers). The
Target is the indirect parent company of Bureau van Dijk
Electronic Publishing B.V., a provider of business intelligence
and company information products. Moodys has guaranteed the
obligations of the Buyer under the SPA.

to the terms and
subject to the conditions set forth in the SPA, the Buyer will
acquire all of the issued and outstanding securities of the
Target Companies from the Sellers (the Acquisition) based on an
enterprise value of 3.0billion (approximately $3.27 billion)
calculated on a cash-free, debt free basis as of December31, 2016
(the Locked Box Date). The purchase price payable at Completion
(as defined in the SPA) consists of 2.245billion in cash
(approximately $2.45 billion), plus a daily rate of 258,605
(approximately $281,879) from the Locked Box Date to the date of
Completion, and retirement of outstanding indebtedness of the
Target Companies of approximately 754million ($822 million).
Dollar amounts are based on the exchange rate on May12, 2017 of
1.09 to $1.00. Under the locked box arrangement, the economic
value of the business will accrue to the Buyer after the Locked
Box Date. Accordingly, the purchase price will be reduced by the
amount of any Leakage (as defined in the SPA) from the Locked Box
Date, which includes certain identified actions from or by any
Target Company for the benefit of the Sellers during the relevant
period, including, without limitation, capital and other similar
payments, and certain fees and expenses incurred by any Target
Company in connection with the transactions contemplated in the
SPA.

The Sellers have
each made certain fundamental representations and warranties
regarding the ownership of securities and similar matters as set
forth in the SPA. The Buyer has also made customary
representations and warranties as set forth in the SPA. The Buyer
and certain security holders of the Target Companies (the
Warrantors) have also entered into a Warranty Agreement (the
Warranty Agreement), dated the Signing Date, to which the
Warrantors have made further warranties as to the business of the
Target Companies. to the Warranty Agreement, the Buyer can make
certain claims against the Warrantors for breaches of warranties
contained therein, subject to certain thresholds, caps and other
limitations set forth therein. To supplement the protection
provided in the Warranty Agreement, the Buyer and Moodys have
made arrangements to obtain, as of Completion, a warranty and
indemnity insurance policy in connection with the Acquisition,
which will provide coverage for certain breaches of the
warranties of the Warrantors contained in the Warranty Agreement
and certain representations and warranties of the Sellers
contained by the SPA, in each case subject to a retention amount,
exclusions, policy limits, and certain other terms and
conditions.

The Sellers have
agreed, subject to the terms of the SPA, to various covenants and
agreements, including, among others, to operate the business of
each relevant entity in the ordinary course of business,
consistent with past practice and in compliance with applicable
laws.

Completion of the
Acquisition is not subject to a financing condition, and the
Buyer has warranted that it has sufficient funds through cash on
hand and available financing arrangements to fulfil its
obligations under the SPA. The Acquisition is subject to the
receipt of merger control clearance from the EU Commission. The
Buyer has agreed to use its best efforts to obtain merger control
clearance. The SPA may be terminated by the Sellers if merger
control clearance is not obtained from the EU Commission by
November15, 2017. The SPA may be terminated by Moodys at any time
after January15, 2018.

The foregoing
descriptions of the SPA and Warranty Agreement and the
transactions contemplated thereby do not purport to be complete
and are qualified in their entirety by reference to the SPA and
Warranty Agreement, copies of which are filed as Exhibit 2.1 and
Exhibit 2.2 hereto, respectively and are incorporated herein by
reference. The foregoing descriptions are not intended to provide
any factual information about the parties to the SPA or their
respective subsidiaries and affiliates. The SPA and Warranty
Agreement contain representations and warranties by certain of
the parties to the SPA and Warranty Agreement, which were made
only for purposes of that agreement and as of specified dates.
The representations and warranties and covenants in the SPA and
Warranty Agreement were made solely for the benefit of the
parties to such agreements; are subject to limitations agreed
upon by the

contracting
parties; may have been made for the purposes of allocating
contractual risk between the parties to such agreement instead of
establishing these matters as facts; and are subject to standards
of materiality applicable to the contracting parties that may
differ from those applicable to investors. Investors should not
rely on the representations and warranties and covenants or any
descriptions thereof as characterizations of the actual state of
facts or condition of the parties to the SPA and Warranty
Agreement or any of their respective subsidiaries or affiliates.
Moreover, information concerning the subject matter of the
representations and warranties and covenants may change after the
date of the SPA and Warranty Agreement, which subsequent
information may or may not be fully reflected in Moodys public
disclosures.

Item2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On the Signing
Date, Moodys entered into a 364-Day Bridge Credit Agreement (the
Credit Agreement) with JPMorgan Chase Bank, N.A. (the
Administrative Agent) and the lenders party thereto. The Credit
Agreement provides for a $1.5billion bridge facility (the
Facility), consisting of $1.0billion of tranche 1 commitments and
$500million of tranche 2 commitments. Following the Signing Date,
to the extent that Moodys issues new senior unsecured notes
and/or obtains new term loan commitments, such tranche 1 and
tranche 2 commitments will be reduced by the full amount of the
net cash proceeds received in connection the issuance of such new
unsecured senior notes and/or the full aggregate principal amount
of such new term loan commitments. To the extent that new senior
unsecured notes are not issued and new term loans are not made at
or prior to the time the Acquisition is consummated, the proceeds
of the Facility may be used to finance the Acquisition, to pay
related fees and expenses and to repay certain indebtedness of
the Target Companies. It is Moodys intention to finance the
Acquisition through new term loans, new senior unsecured notes
and commercial paper, either at or prior to the Completion of the
Acquisition, and Moodys expects, if and when appropriate, to make
additional public filings with respect thereto. Advances under
the Facility will be available on a date after the Signing Date,
subject to satisfaction of certain conditions set forth in the
Credit Agreement (the Closing Date). The Facility will mature on
the date that is 364 days after the Closing Date.

The remaining cash
needed to finance the Acquisition and repay outstanding
indebtedness will be provided by cash on hand.

The commitments
under the Facility will terminate upon the earliest of (i)6:00
p.m. (New York Time) on January 29, 2018 or (ii)the Completion of
the Acquisition.

Interest on
borrowings under the Facility is payable at rates that are based
on the London InterBank Offered Rate (LIBOR) plus a premium that
can range from 87.5 basis points to 150 basis points depending on
Moodys index debt rating, as set forth in the Credit
Agreement.

Moodys also pays a
non-refundable ticking fee to the Administrative Agent from the
date that is sixty days following the Signing Date through and
including the date of termination of the commitments under the
Facility in full. The ticking fee for the Facility can range from
8 basis points of the aggregate amount of commitments under the
Facility to 17.5 basis points, depending on Moodys index debt
rating.

Moodys also pays
to the Administrative Agent for the account of each lender a
duration fee, on the 90th, 180th and 270th day after the Closing
Date, but solely if the loans under the Facility are borrowed, in
an amount equal to 50 basis points, 75 basis points and 100 basis
points, respectively, based on the aggregate amount of loans
outstanding under the Facility.

The Facility
contains covenants that, among other things, restrict the ability
of Moodys, without the approval of the lenders, to engage in
mergers, consolidations, asset sales, transactions with
affiliates, sale and leaseback transactions or to incur liens, as
set forth in the Credit Agreement. The Facility also contains a
financial covenant that requires Moodys to maintain a Total Debt
to EBITDA Ratio of: (i) 4.5 to 1.0 as of the end of each fiscal
quarter (with respect to the first three consecutive fiscal
quarters immediately following the Closing Date) and (ii) 4.0 to
1.0 as of the end of the fourth fiscal quarter immediately
following the Closing Date and each fiscal quarter thereafter.
Upon the occurrence of certain financial or economic events,
significant corporate events or certain other events of default
constituting an event of default under the Facility, all loans
outstanding under the Facility (including accrued interest and
fees payable thereunder) may be declared immediately due and
payable and all commitments under the Facility may be terminated.
In addition, certain other events of default under the Facility
would automatically result in amounts due becoming immediately
due and payable and all commitments being terminated.

The foregoing
summary of the Credit Agreement and the transactions contemplated
thereby does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Credit
Agreement, a copy of which is filed as Exhibit 4.1 to this
Current Report on Form 8-K and incorporated herein by
reference.

Item7.01

Regulation FD Disclosure.

Attached hereto as
Exhibit 99.1 and incorporated by reference herein is a press
release of Moodys, dated May15, 2017, announcing the entry into a
definitive purchase agreement with respect to the Acquisition of
the Target Companies. Moodys will host a webcast and conference
call on May15, 2017 to discuss the Acquisition. The accompanying
slide presentation will be posted on Moodys Investor Relations
website, http://ir.moodys.com under Featured Events and
Presentations.

The information in
this Item 7.01 is being furnished and shall not be treated as
filed for purposes of the Securities Exchange Act of 1934, as
amended.

Item9.01

Financial Statements and Exhibits.

(d)
Exhibits.

The following
exhibits are filed as part of this Report:

Exhibit Number		Description
2.1*		Securities Purchase Agreement, dated as of May15, 2017, among Moodys Corporation, Moodys Holdings NL B.V., Yellow Maple I B.V., Yellow Maple Syrup I B.V., Yellow Maple Syrup II B.V. and the Sellers identified therein.*
2.2*		Warranty Agreement, dated as of May15, 2017, between Moodys Holdings NL B.V. and the Warrantors identified therein.*
4.1		364-Day Bridge Credit Agreement dated as of May15, 2017, among Moodys Corporation, the Lenders Party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
99.1**		Press release of Moodys Corporation, dated May15, 2017.

*	Certain schedules have been omitted to Item 601(b)(2) of Regulation S-K. Moodys hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission.

**	Furnished, not filed.

Safe
Harbor Statement under the Private Securities Litigation Reform
Act of 1995

Certain statements
contained in this document are forward-looking statements and are
based on future expectations, plans and prospects for Moodys
business and operations that involve a number of risks and
uncertainties. The forward-looking statements in this document
are made as of the date hereof, and Moodys 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. In connection with the safe harbor
provisions of the Private Securities Litigation Reform Act of
1995, Moodys 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, (i)as it
relates to the proposed transaction: the costs incurred in
negotiating and consummation the proposed transaction, including
the diversion of management time and attention; the ability of
the parties to successfully complete the proposed acquisition on
anticipated terms and timing, including obtaining regulatory
approvals (without any significant conditions being imposed); the
possibility that the conditions to closing may not be satisfied
and the transaction will not be consummated; the fact that, under
the SPA, the risk of the business of the Target Companies shifts
to Moodys as of December31, 2016; not incurring any unforeseen,
but significant liabilities; risks relating to the integration of
the Target Companies operations, products and employees into
Moodys and the possibility that anticipated synergies and other
benefits of the proposed acquisition will not be

realized in the
amounts anticipated or will not be realized within the expected
timeframe; risks that the proposed acquisition could have an
adverse effect on the business of the Target Companies or their
prospects, including, without limitation, on relationships with
venders, suppliers or customers; claims made, from time to time,
by venders, suppliers or customers; changes in the European or
global marketplaces that have an adverse effect on the business
of the Target Companies; the outcome of legal proceedings if any
which may arise following the announcement of the proposed
acquisition; any meaningful changes in the credit markets to the
extent that they increase the cost of financing for the
transaction; and the ability of the Target Companies to comply
successfully with the various governmental regulations applicable
to their business, as they exist from time to time, and the risk
of any failure relating thereto; and (ii)as it relates to Moodys
generally: future world-wide credit market disruptions or an
economic slowdown, 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 and other volatility in the financial markets
such as that due to the U.K.s referendum vote whereby the U.K.
citizens voted to withdraw from the EU; the level of merger and
acquisition activity in the U.S. and abroad; the uncertain
effectiveness and possible collateral consequences of U.S. and
foreign government actions affecting world-wide credit markets,
international trade and economic policy; 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 an
NRSRO, the potential for new U.S., state and local legislation
and regulations, including provisions in the Financial Reform Act
and regulations resulting from that Act; the potential for
increased competition and regulation in the 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 inquires to which
Moodys may be subject from time to time; provisions in the
Financial Reform Act 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; 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
Moodys global tax planning initiatives; exposure to potential
criminal sanctions or civil remedies if Moodys fails to comply
with foreign and U.S. laws and regulations that are applicable in
the jurisdictions in which Moodys operates, including sanctions
laws, anti-corruption laws, and local laws prohibiting corrupt
payments to government officials; the impact of mergers,
acquisitions or other business combinations and the ability of
Moodys 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 Moodys 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 Moodys annual report on Form 10-K for the year ended
December31, 2016, and in other filings made by Moodys from time
to time with the SEC 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 Moodys 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 Moodys business, results of operations and
financial condition. New factors may emerge from time to time,
and it is not possible for Moodys to predict new factors, nor can
Moodys assess the potential effect of any new factors on
it.

to the
requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

Date: May15,
2017

INDEX TO
EXHIBITS

Exhibit No.		Description
2.1*		Securities Purchase Agreement, dated as of May15, 2017, among Moodys Corporation, Moodys Holdings NL B.V., Yellow Maple I B.V., Yellow Maple Syrup I B.V., Yellow Maple Syrup II B.V. and the Sellers identified therein.
2.2*		Warranty Agreement, dated as of May15, 2017, between Moodys Holdings NL B.V. and the Warrantors identified therein.
4.1		364-Day Bridge Credit Agreement dated as of May15, 2017, among Moodys Corporation, the Lenders Party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent.
99.1**		Press release of Moodys Corporation, dated May15, 2017.

*	Certain schedules have been omitted

About MOODY’S CORPORATION (NYSE:MCO)
Moody’s Corporation (Moody’s) is a provider of credit ratings; credit, capital markets and economic related research, data and analytical tools; software solutions and related risk management services, quantitative credit risk measures, financial services training and certification services, and research and analytical services to financial institution customers. The Company operates in two segments: Moody’s Investors Service (MIS) and Moody’s Analytics (MA). The MIS segment includes its ratings operations. The MA segment develops a range of products and services that support financial analysis and risk management activities of institutional participants in financial markets. The MIS segment includes corporate finance group; structured finance group; financial institutions group; public, project and infrastructure finance, and MIS Other. The MA segment consists of three lines of business: data and analytics business, enterprise risk solutions and professional service. MOODY’S CORPORATION (NYSE:MCO) Recent Trading Information
MOODY’S CORPORATION (NYSE:MCO) closed its last trading session down -0.80 at 114.77 with 773,634 shares trading hands.