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false 0001059556 0001059556 2021-08-19 2021-08-19 0001059556 us-gaap:CommonStockMember 2021-08-19 2021-08-19 0001059556 mco:M1.75SeniorNotesDue20272Member 2021-08-19 2021-08-19 0001059556 mco:M0.950SeniorNotesDue20301Member 2021-08-19 2021-08-19

 

 

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): August 19, 2021

 

 

MOODY’S CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   1-14037   13-3998945

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   MCO   New York Stock Exchange
1.75% Senior Notes Due 2027   MCO 27   New York Stock Exchange
0.950% Senior Notes Due 2030   MCO 30   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


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TABLE OF CONTENTS

 

ITEM 8.01   OTHER EVENTS    3
ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS    5
SIGNATURES      6
EXHIBIT 4.1     
EXHIBIT 4.2     
EXHIBIT 4.3     
EXHIBIT 5.1     
EXHIBIT 23.1     
EXHIBIT 104     

 

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Item 8.01, “Other Events”

As previously announced, on August 10, 2021, Moody’s Corporation (the “Company”) entered into an underwriting agreement by and among the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein, with respect to the issuance and sale of $600 million aggregate principal amount of the Company’s 2.000% Senior Notes due 2031 (the “2031 notes”) and $600 million aggregate principal amount of the Company’s 2.750% Senior Notes due 2041 (the “2041 notes” and, together with the 2031 notes, the “notes”). The offer of the notes was registered under the Company’s Registration Statement on Form S-3 (Registration No. 333-236611) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on February 25, 2020. On August 19, 2021, 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 August 19, 2010 (the “Base Indenture”), as supplemented by the fourteenth supplemental indenture, dated as of August 19, 2021 (the “Fourteenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Fourteenth Supplemental Indenture includes forms of the notes. The net proceeds of the offering are expected to be used for general corporate purposes, which may include funding in part the proposed acquisition of RMS Risk Management Solutions India Pte Ltd, a leading global provider of climate and natural disaster risk modeling and analytics, for approximately $2.0 billion from Daily Mail and General Trust plc.

The 2031 notes bear interest at the fixed rate of 2.000% per year and mature on August 19, 2031. The 2041 notes bear interest at the fixed rate of 2.750% per year and mature on August 19, 2041. Interest on each series of the notes will be due semiannually on February 19 and August 19 of each year, commencing February 19, 2022. The Company may redeem, in whole or in part, the notes at any time at a price equal to the greater of (i) 100% of the principal amount being prepaid, plus accrued and unpaid interest to, but excluding, the redemption date, and (ii) the make-whole redemption price set forth in the relevant series of notes, plus accrued and unpaid interest to, but excluding, the redemption date. Notwithstanding the immediately preceding sentence, the Company may redeem all or a portion of the 2031 notes at its option at any time on or after May 19, 2031 (three months prior to their maturity) and all or a portion of the 2041 notes at its option at any 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 accrued and unpaid interest, if any, to, but excluding, the redemption date.

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 Company’s 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.

 

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The above descriptions of the Base Indenture, Fourteenth Supplemental Indenture and the forms of the notes are summaries only and are qualified in their entirety by their respective terms. The Base Indenture is attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 19, 2010, filed with the Commission, and the Fourteenth Supplemental Indenture (including the forms of notes) is attached hereto as Exhibit 4.1.

 

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SIGNATURES

Pursuant 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.

 

MOODY’S CORPORATION
By:  

/s/ Elizabeth M. McCarroll

  Elizabeth M. McCarroll
  Corporate Secretary and Associate General Counsel

Date: August 19, 2021

 

6

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