IHS Markit (Nasdaq: INFO), a world leader in critical
information, analytics and solutions, today announced the final
results of its previously announced offer to exchange (the
“Exchange Offer”) and consent solicitation (the “Consent
Solicitation”) with respect to any and all of the outstanding
$750.0 million aggregate principal amount of 5.000% Senior Notes
due 2022 (the “Existing IHS Notes”) issued by IHS Inc. (“IHS”) held
by Eligible Holders (as defined below) for (i) up to an aggregate
principal amount of $750.0 million of new 5.000% Senior Notes due
2022 (the “New IHS Markit Notes”) to be issued by IHS Markit and
(ii) cash, which expired at 11:59 p.m., New York City time, on July
25, 2016 (the “Expiration Date”).
The Exchange Offer and the Consent Solicitation were made in
connection with the merger of Markit Ltd. and IHS (the “Merger”),
which was completed on July 12, 2016 and pursuant to which Markit
Ltd. was renamed IHS Markit Ltd.
As of the Expiration Date, $742,848,000 aggregate principal
amount of the Existing IHS Notes had been validly tendered for
exchange and not validly withdrawn and IHS Markit will accept for
exchange all Existing IHS Notes validly tendered in the Exchange
Offer and Consent Solicitation.
Upon settlement of the Exchange Offer and Consent Solicitation,
which is expected to occur on Thursday, July 28, 2016 (the
“Settlement Date”), IHS Markit will:
1. issue to the holders of the Existing IHS
Notes whose securities have been accepted for exchange New IHS
Markit Notes in an aggregate principal amount of $742,848,000;
2. pay approximately $3,714,240 (or $5.00 per
$1,000 principal amount of Existing IHS Notes) as a cash payment
for the Existing IHS Notes accepted for exchange; and
3. pay to holders whose Existing IHS Notes
are accepted for exchange cash in amount equal to the accrued and
unpaid interest to, but not including, the Settlement Date.
The New IHS Markit Notes will be issued only to holders of
Existing IHS Notes who certified that they are (i) “qualified
institutional buyers” within the meaning of Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), or (ii)
persons outside the United States that are not “U.S. persons”
within the meaning of Regulation S under the Securities Act (such
holders, “Eligible Holders”).
In addition, as previously disclosed, IHS has received consents
sufficient to approve the proposed amendments to the indenture
governing the Existing IHS Notes, and IHS, certain of its
subsidiaries and the trustee for the Existing IHS Notes have
entered into a supplemental indenture containing the proposed
amendments to the indenture governing the Existing IHS Notes, which
amendments will become operative on the Settlement Date.
The New IHS Markit Notes will be guaranteed on a senior
unsecured basis by each of IHS Markit’s subsidiaries that are
borrowers or guarantors under the new credit facilities that IHS
Markit and certain of its subsidiaries entered into upon the
consummation of the Merger. Future guarantees of the New IHS Markit
Notes will be required to the extent a subsidiary is required by
the new credit facilities to provide a guarantee thereunder, among
other circumstances.
The New IHS Markit Notes have not been, and will not be,
registered under the Securities Act or the securities laws of any
other jurisdiction. The New IHS Markit Notes may not be offered or
sold in the United States or to any U.S. persons except pursuant to
an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act.
This press release shall not constitute an offer to purchase any
securities or a solicitation of an offer to sell, or the
solicitation of tenders or consents with respect to, any
securities. The Exchange Offer and Consent Solicitation are being
made only pursuant to the Offering Memorandum and related
transmittal documents and only to such persons and in such
jurisdictions as is permitted under applicable law.
This press release has not been approved by an authorized person
for the purposes of section 21 of the Financial Services and
Markets Act 2000 (as amended). Accordingly, this document is only
for distribution to and directed at: (i) in the United Kingdom,
persons having professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)
(the "Order") or high net worth entities falling within Article
49(2)(a) to (d) of the Order; (ii) persons who are outside the
United Kingdom; and (iii) any other person to whom it can otherwise
be lawfully distributed (all such persons together being referred
to as "Relevant Persons"). Any investment or investment activity to
which this press release relates is available only to and will be
engaged in only with Relevant Persons. Persons who are not Relevant
Persons should not take any action based upon this press release
and should not rely on it.
Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “see,” “will,” “would,” “target,” similar
expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
anticipated benefits of the transaction. These and other
forward-looking statements are not guarantees of future results and
are subject to risks, uncertainties and assumptions that could
cause actual results to differ materially from those expressed in
any forward-looking statements. Important risk factors that may
cause such a difference include, but are not limited to, (i) the
anticipated tax treatment, unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses, future
prospects, business and management strategies for the management,
expansion and growth of IHS Markit’s operations, (ii) the ability
of IHS Markit to integrate the business successfully and to achieve
anticipated synergies, risks and costs, (iii) potential litigation
relating to the proposed transaction that could be instituted
against IHS, Markit or their respective directors, (iv) the ability
of IHS Markit to retain and hire key personnel, (v) continued
availability of capital and financing and rating agency actions,
(vi) legislative, regulatory and economic developments and (vii)
unpredictability and severity of catastrophic events, including,
but not limited to, acts of terrorism or outbreak of war or
hostilities, as well as management’s response to any of the
aforementioned factors. These risks, as well as other risks, are
more fully discussed in IHS Markit’s filings with the US Securities
and Exchange Commission. While the list of factors presented here
is considered representative, no such list should 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 IHS Markit’s consolidated
financial condition, results of operations, credit rating or
liquidity. IHS Markit does not assume any obligation to publicly
provide revisions or updates to any forward-looking statements,
whether as a result of new information, future developments or
otherwise, should circumstances change, except as otherwise
required by securities and other applicable laws.
About IHS Markit
(www.ihsmarkit.com)
IHS Markit (Nasdaq: INFO) is a world leader in critical
information, analytics and solutions for the major 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 that lead to well-informed,
confident decisions. IHS Markit has more than 50,000 key business
and government customers, including 80 percent of the Fortune
Global 500 and the world’s leading financial institutions.
Headquartered in London, IHS Markit is committed to sustainable,
profitable growth.
IHS Markit is a registered trademark of IHS Markit Ltd. All
other company and product names may be trademarks of their
respective owners © 2016 IHS Markit Ltd. All rights reserved.
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version on businesswire.com: http://www.businesswire.com/news/home/20160726006414/en/
IHS MarkitEd Canaday, +1
646-679-3031ed.canaday@ihsmarkit.comorEric Boyer, +1
303-397-2969eric.boyer@ihsmarkit.com
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