Current Report Filing (8-k)
March 01 2017 - 6:16AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 27, 2017
MOODY’S CORPORATION
(Exact Name of Registrant as Specified in Charter)
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Delaware
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1-14037
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13-3998945
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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7 World Trade Center at 250 Greenwich Street
New York, New York 10007
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 553-0300
Check the appropriate box below if the
Form 8-K
filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement communications pursuant to
Rule 14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement communications pursuant to
Rule 13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 8.01, “Other Events”
On February 27, 2017, Moody’s 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 Company’s 2.75% Senior Notes due 2021 and $300 million aggregate principal amount of the Company’s Floating Rate Notes due 2018 (collectively, the “notes”). The notes were
registered under the Company’s Registration Statement on
Form S-3
(Registration
No. 333-216211)
(the “Registration Statement”) filed with the
Securities and Exchange Commission (the “Commission”) on February 24, 2017.
The above description of the Underwriting Agreement is a
summary only and is qualified in its entirety by reference to the Underwriting Agreement which is attached as Exhibit 1.1 to this Current Report on
Form 8-K.
On February 28, 2017, the Company issued a press release announcing that it priced the offering of the notes. A copy of the press release is attached as
Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01, “Financial Statements and Exhibits”
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1.1
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Underwriting Agreement, dated February 27, 2017, by and among Moody’s Corporation and Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of
the several underwriters named therein.
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99.1
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Press release of Moody’s Corporation dated February 28, 2017.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
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MOODY’S CORPORATION
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By:
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/s/ John J. Goggins
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John J. Goggins
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Executive Vice President and General Counsel
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Date: February 28, 2017
INDEX TO EXHIBITS
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Exhibit
No.
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Description
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1.1
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Underwriting Agreement, dated February 27, 2017, by and among Moody’s Corporation and Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the
several underwriters named therein.
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99.1
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Press release of Moody’s Corporation dated February 28, 2017.
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