S&P Global Inc. — Capital/Financing Update 2022

Mar 18, 2022

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 18, 2022

S&P Global Inc.

(Exact Name of Registrant as specified in its charter)

New York	1-1023	13-1026995
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employer Identification No.)

55 Water Street , New York , New York 10041

(Address of Principal Executive Offices) (Zip Code)

(212) 438-1000

(Registrant’s telephone number, including area code)

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	Name of Exchange on which registered
Common stock (par value $1.00 per share)	SPGI	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. ☐

Item 8.01 Other Events .

On March 18, 2022, S&P Global Inc. (the “Company”) announced the early results and pricing of its previously announced cash tender offer (the “Offer”) for any and all of its outstanding 5.000% senior notes due 2022, 4.000% senior notes due 2025 and 4.750% senior notes due 2025 (collectively, the “Notes”). The Offer is being made exclusively pursuant to an offer to purchase dated March 4, 2022 (the “Offer to Purchase”), which sets forth the terms and conditions of the Offer. The Offer is conditioned on the Company’s successful completion of its previously announced offering of new senior notes, which was completed today, and on the other general conditions described in the Offer to Purchase.

Copies of the Company’s press releases announcing the early results and pricing of the Offer are attached as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The information contained in Item 8.01 of this Current Report on Form 8-K and the press releases attached hereto as Exhibits 99.1 and 99.2 are for informational purposes only and do not constitute an offer to purchase the Notes.

Item 9.01 Financial Statements and Exhibits .

(d) Exhibits. The following exhibits are filed with this report:

(99.1)	Press Release, dated March 18, 2022.
(99.2)	Press Release, dated March 18, 2022.
(104)	Cover Page Interactive Data File (formatted as Inline XBRL).

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.

S&P Global Inc.
/s/ Alma Rosa Montanez
By:	Alma Rosa Montanez
	Assistant Corporate Secretary & Chief Corporate Counsel

Dated: March 18, 2022