S&P Global Inc. — M&A Activity 2020

Nov 30, 2020

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):

November 30, 2020 ( November 29, 2020 )

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)	(Commission File Number)	(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(s)	Exchange
Common Stock (par value $1.00 par value)	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 November 30, 2020, S&P Global Inc., a New York corporation (the “ Company ”), and IHS Markit Ltd., a Bermuda exempted company limited by shares (“ IHS ”), issued a joint press release announcing the execution of an Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of November 29, 2020, by and among the Company, IHS and Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares and wholly owned subsidiary of the Company (“ Merger Sub ”). The Merger Agreement provides, among other things, that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into IHS, with IHS surviving as a wholly owned subsidiary of the Company (the “ Merger ”). A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Company and IHS will hold a joint conference call at 8:15 a.m. EST (or 1:15 p.m. GMT) on November 30, 2020 to provide supplemental information regarding the Merger. The webcast of the conference call will be accessible through S&P Global’s Investor Relations website at http://investor.spglobal.com/Investor-Presentations and IHS Markit’s Investor Relations website at https://investor.ihsmarkit.com and will be available for replay. The telephone number for the call is (888) 603-9623 for participants in the United States, and the telephone number for international participants is +1 (630) 395-0220. The numeric passcode is “589 7344”. The slides (the “ Investor Presentation ”) that will be made available in connection with this conference call are attached hereto as Exhibit 99.2 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits .

Exhibit Number	Description
99.1	Joint Press Release, dated November 30, 2020
99.2	Investor Presentation, dated November 30, 2020
104	Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURE

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/ Alma Rosa Montanez
Alma Rosa Montanez
Assistant Corporate Secretary & Associate General Counsel