PROSPECTUS SUPPLEMENT
(To Prospectus dated February 25, 2020)
$1,200,000,000
Moodys Corporation
2.000% Senior Notes due 2031
2.750% Senior Notes due 2041
We are offering $600,000,000
aggregate principal amount of our 2.000% Senior Notes due 2031 (the 2031 notes) and $600,000,000 aggregate principal amount of our 2.750% Senior Notes due 2041 (the 2041 notes and, together with the 2031 notes, the
notes). The notes will be our senior unsecured obligations, will rank equally with all of our other unsubordinated indebtedness and will not be convertible or exchangeable. We do not intend to apply for listing of the notes on any
securities exchange.
We will pay interest on the 2031 notes semi-annually on February 19 and August 19 of each year, beginning on February 19, 2022. We
will pay interest on the 2041 notes semi-annually on February 19 and August 19 of each year, beginning on February 19, 2022. The 2031 notes will mature on August 19, 2031. The 2041 notes will mature on August 19, 2041. We may redeem some or all
of the notes of either series at our option from time to time, prior to their maturity at the redemption prices described under the caption Description of NotesOptional Redemption of the Notes in this prospectus supplement, plus
any accrued and unpaid interest up to, but not including, the redemption date. Notwithstanding the immediately preceding sentence, we may redeem some or all of the 2031 notes from time to time on or after May 19, 2031 (three months prior to their
maturity) and some or all of the 2041 notes from time to time on or after February 19, 2041 (six months prior to their maturity), in each case at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus any accrued
and unpaid interest up to, but not including, the redemption date.
If we experience a change of control triggering event, each holder of notes may require
us to repurchase some or all of its notes at a purchase price equal to 101% of the aggregate principal amount of the notes repurchased, plus any accrued and unpaid interest up to, but not including, the repurchase date. See Description of
NotesChange of Control.
Investing in the notes involves risks. You should carefully read and consider the risk factors included in this prospectus
supplement beginning on page S-8 and included in our periodic reports and other information that we file with the Securities and Exchange Commission before you invest in the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
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Public Offering
Price
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Underwriting Discount
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Proceeds, Before
Expenses, to Moodys
Corporation
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Per 2031 Note
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98.666
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%
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0.650
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%
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98.016
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%
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2031 Notes Total
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$
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591,996,000
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$
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3,900,000
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$
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588,096,000
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Per 2041 Note
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97.721
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%
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0.750
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%
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96.971
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%
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2041 Notes Total
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$
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586,326,000
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$
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4,500,000
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$
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581,826,000
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Total
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$
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1,178,322,000
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$
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8,400,000
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$
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1,169,922,000
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The initial public offering price set forth above does not include accrued interest. Interest on the notes will begin to accrue
on August 19, 2021, and must be paid by the purchaser if the notes are delivered after August 19, 2021.
The underwriters expect to deliver the notes
in book-entry form through the facilities of The Depository Trust Company and its participants, including Clearstream Banking, société anonyme (Clearstream), and Euroclear Bank, S.A./N.V. (Euroclear), on
or about August 19, 2021, which is the seventh business day following the date of the pricing of the notes, which we refer to as T+7. Under Rule 15c6-1 of the Exchange Act, trades in the secondary market
generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, investors who wish to trade notes prior to the second business day before settlement will be required, by virtue of the fact
that the notes initially will settle in T+7, to specify alternative settlement arrangements to prevent a failed settlement.
Joint
Book-Running Managers
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BofA Securities
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Citigroup
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J.P. Morgan
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Lead Managers
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Barclays
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MUFG
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TD Securities
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Co-Managers
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Citizens Capital Markets
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Fifth Third Securities
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HSBC
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Loop Capital
Markets
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PNC Capital
Markets LLC
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August 10, 2021