MOODYS CORPORATION (NYSE:MCO) Files An 8-K Other Events
Item8.01, Other Events
As previously announced, on February27, 2017, Moodys Corporation
(the Company) entered into an underwriting agreement by and among
the Company and Barclays Capital Inc., J.P. Morgan Securities LLC
and Merrill Lynch, Pierce, Fenner Smith Incorporated, as
representatives of the several underwriters named therein (the
Underwriting Agreement), with respect to the issuance and sale of
$500 million aggregate principal amount of the Companys 2.750%
Senior Notes due 2021 (the 2021 Notes) and $300,000,000 aggregate
principal amount of the Companys Floating Rate Notes due 2018
(the Floating Rate Notes and, collectively with the 2021 Notes,
the notes). The notes were registered under the Companys
Registration Statement on Form S-3 (Registration No.333-216211)
(the Registration Statement) filed with the Securities and
Exchange Commission (the Commission) on February23, 2017. On
March2, 2017, the Company closed its public offering of the
notes.
The notes were issued under an Indenture between the Company and
Wells Fargo Bank, National Association, as trustee (the Trustee),
dated as of August19, 2010 (the Base Indenture), as supplemented
by the sixth supplemental indenture, dated as of March2, 2017
(the Sixth Supplemental Indenture and, together with the Base
Indenture, the Indenture). The net proceeds of the offering are
expected to be used for general corporate purposes, including
working capital, capital expenditures, acquisitions or
investments, redemption and repayment of other indebtedness, and
purchases of the Companys common stock under its ongoing stock
repurchase program.
The 2021 Notes bear interest at the fixed rate of 2.750%per year
and mature on December15, 2021. Interest on the 2021 Notes will
be due semiannually on June15 and December15 of each year,
commencing June15, 2017. The Company may redeem, in whole or in
part, the 2021 Notes at any time, at a price equal to 50% of the
principal amount being prepaid, plus accrued and unpaid interest
and a make-whole premium. Notwithstanding the preceding sentence,
the Company may redeem all or a portion of the 2021 Notes at its
option at any time on or after November15, 2021 (one month prior
to their maturity), at a redemption price equal to 50% of the
principal amount of the 2021 Notes to be redeemed, plus accrued
and unpaid interest, if any, to, but excluding, the redemption
date.
The interest rate on the Floating Rate Notes will be calculated
by Wells Fargo Bank, National Association, as calculation agent.
The Floating Rate Notes will bear interest for each interest
period at a rate calculated by the calculation agent (or its
successor). The interest rate on the Floating Rate Notes for a
particular interest period will be equal to three-month LIBOR as
determined on the interest determination date plus 0.35%. The
interest determination date for an interest period will be the
second London business day preceding the first day of such
interest period. The Floating Rate Notes will mature on
September4, 2018. Interest on the Floating Rate Notes will accrue
from March2, 2017, or from the most recent interest payment date
to which interest has been paid or provided for. Moodys
Corporation will pay interest on the Floating Rate Notes
quarterly in arrears on June4, 2017,September4, 2017,December4,
2017,March4, 2018,June4, 2018, and on the maturity date, to the
record holders at the close of business on the business day
preceding the interest payment date. The Floating Rate Notes are
not redeemable prior to their maturity.
Additionally, at the option of the holders of the notes, the
Company may be required to purchase all or a portion of the notes
upon the occurrence of a Change of Control Triggering Event, as
defined in the Indenture, at a price equal to 101% of the
principal amount thereof, plus accrued and unpaid interest to the
date of purchase.
The Indenture contains covenants that limit the ability of the
Company and certain of its subsidiaries to, among other things,
incur or create liens and enter into sale and leaseback
transactions. In addition, the Indenture contains a covenant that
limits the ability of the Company to consolidate or merge with
another entity or to sell all or substantially all of its assets
to another entity.
The Indenture contains customary default provisions. In addition,
an event of default will occur if the Company or certain of its
subsidiaries fail to pay the principal of any Indebtedness (as
defined in the Indenture) when due at maturity in an aggregate
amount of $50 million or more, or a default occurs that results
in the acceleration of the maturity of the Companys or certain of
its subsidiaries Indebtedness in an aggregate amount of $50
million or more. Upon the occurrence and during the continuation
of an event of default under the Indenture, the notes may become
immediately due and payable either automatically or by the vote
of the holders of more than 25% of the aggregate principal amount
of all of the notes of the applicable series then outstanding.
The description of the Base Indenture, Sixth Supplemental
Indenture and the form of the notes are summaries and are
qualified in their entirety by the terms of the indentures and
the form of notes included therein. The Base Indenture is
attached as Exhibit 4.1 to the Companys Current Report on Form
8-K dated August19, 2010 filed with the Commission. The Sixth
Supplemental Indenture (including forms of notes) is attached
hereto as Exhibit 4.1.
Item9.01, Financial Statements and Exhibits
| (d) | Exhibits | |||
| 4.1 |
Sixth Supplemental Indenture, dated as of March 2, 2017, between the Company and Wells Fargo Bank, National Association, as Trustee. |
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| 4.2 | Form of 2.750% Note due 2021 (included in Exhibit 4.1). | |||
| 4.3 |
Form of Floating Rate Note due 2018 (included in Exhibit 4.1). |
|||
| 5.1 | Opinion of Gibson, Dunn Crutcher LLP, New York, New York. | |||
| 23.1 |
Consent of Gibson, Dunn Crutcher LLP, New York, New York (included in Exhibit 5.1). |
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 outsourced research and analytical services to financial institution customers. It operates in two segments: Moody’s Investors Service (MIS) and Moody’s Analytics (MA). The MIS segment publishes credit ratings on a range of debt obligations and the entities that issue such obligations in markets across the world. It consists of approximately five lines of business, which include corporate finance group (CFG); structured finance group (SFG); financial institutions group (FIG); Public, project and infrastructure finance (PPIF), and MIS Other. The MA segment consists of approximately three lines of business, which include enterprise risk solutions (ERS) and professional service (PS). MOODY’S CORPORATION (NYSE:MCO) Recent Trading Information
MOODY’S CORPORATION (NYSE:MCO) closed its last trading session up +0.15 at 112.62 with 814,903 shares trading hands.