Current Report Filing (8-k)
04 Mai 2023 - 10:04PM
Edgar (US Regulatory)
false 0000064040 0000064040 2023-05-02 2023-05-02
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): May 4, 2023 (May 2, 2023)
S&P Global Inc.
(Exact name of Registrant as Specified in Its Charter)
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| New York |
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1-1023 |
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13-1026995 |
| (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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| 55 Water Street |
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| New York, New York |
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10041 |
| (Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (212) 438-1000
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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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:
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| Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
| Common Stock (par value $1.00 per share) |
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SPGI |
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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. ☐
On May 2, 2023, IHS Markit Ltd., a Bermuda exempted company limited by shares (“Seller”) and an indirect wholly-owned subsidiary of S&P Global Inc. (“SPGI”), completed the previously announced sale of its global engineering solutions business to Allium Buyer LLC, a Delaware limited liability company (“Purchaser”) controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P., pursuant to a Securities and Asset Purchase Agreement, dated as of January 14, 2023, by and between Seller and Purchaser (as amended from time to time, the “Agreement”), for a purchase price of $975,000,000 in cash, subject to customary adjustments, as specified in the Agreement (the “Transaction”).
The foregoing description of the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which was filed as Exhibit 2 to SPGI’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 27, 2023, and the full text of which is incorporated herein by reference.
On May 2, 2023, SPGI issued a press release announcing the completion of the Transaction. A copy of SPGI’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.
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| S&P Global Inc. |
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| /s/ Alma Rosa Montanez |
| By: |
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Alma Rosa Montanez |
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Assistant Corporate Secretary & Chief Corporate Counsel |
Dated: May 4, 2023
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