SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 1, 2018
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
7 World Trade Center at 250 Greenwich Street
New York, New York 10007
(Address of Principal Executive Offices) (Zip Code)
Registrants 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))|
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 June 1, 2018, Moodys Corporation (the Company) entered into an underwriting agreement by and among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein (the Underwriting Agreement), with respect to the issuance and sale of $300 million aggregate principal amount of the Companys 3.250% Senior Notes due 2021 (the notes). The offer and sale of the notes were registered under the Companys Registration Statement on Form S-3 (Registration No. 333-216211) (the Registration Statement) filed with the Securities and Exchange Commission (the Commission) on February 24, 2017.
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 eighth supplemental indenture, dated as of June 7, 2018 (the Eighth Supplemental Indenture and, together with the Base Indenture, the Indenture). The net proceeds of the offering are expected to be used for general corporate purposes, which may include repayment of a portion of the $350 million outstanding under the loan agreement between the Company, as borrower, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, entered into on June 6, 2017 to finance the acquisition of Bureau van Dijk Electronic Publishing B.V.
The notes bear interest at the fixed rate of 3.250% per year and mature on June 7, 2021. Interest on the notes will be due semiannually on June 7 and December 7 of each year, commencing December 7, 2018. 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, and (ii) the make-whole redemption price set forth in the notes, plus accrued and unpaid interest. Notwithstanding the preceding sentence, the Company may redeem all or a portion of the notes at its option at any time on or after May 7, 2021 (one month prior to their maturity), 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 Companys 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 then outstanding.
The above descriptions of the Underwriting Agreement, Base Indenture, Eighth Supplemental Indenture and the form 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 Companys Current Report on Form 8-K dated August 19, 2010 filed with the Commission. The Underwriting Agreement is attached hereto as Exhibit 1.1 and the Eighth Supplemental Indenture (including the form of note) is attached hereto as Exhibit 4.1.
|1.1||Underwriting Agreement, dated June 1, 2018, by and among Moodys Corporation and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein.|
|4.1||Eighth Supplement Indenture, dated as of June 7, 2018, between the Company and Wells Fargo, National Association, as Trustee.|
|4.2||Form of 3.250% Senior Note due 2021 (included in Exhibit 4.1).|
|5.1||Opinion of Gibson, Dunn & Crutcher LLP, New York, New York.|
|23.1||Consent of Gibson, Dunn & Crutcher LLP, New York, New York (included in Exhibit 5.1).|
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.
|John J. Goggins|
|Executive Vice President and General Counsel|
Date: June 7, 2018