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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 2, 2021 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip code) |
(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)) |
| Title of Each Class |
Trading |
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 August 2, 2021, S&P Global Inc., a New York corporation (the “Company”), and IHS Markit Ltd., a Bermuda exempted company limited by shares (“IHS Markit”), issued a joint press release announcing the execution of a Stock and Asset Purchase Agreement (the “Purchase Agreement”), dated as of July 31, 2021, by and among the Company, IHS Markit and News Corporation, a Delaware corporation. The Purchase Agreement provides, among other things, that, upon the terms and subject to the conditions set forth therein, IHS Markit will sell all right, title and interest to certain of its pricing information businesses including the Oil Price Information Service business and the Coal, Metals and Mining business to News Corporation for a purchase price of $1.15 billion, subject to customary adjustments (the “Transaction”).
Completion of the Transaction remains subject to customary closing conditions, including certain regulatory approvals and closing of the pending merger between the Company and IHS Markit. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Joint Press Release, dated August 2, 2021 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
2
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&P Global Inc. |
||||||||
| Date: August 2, 2021 | /s/ Alma Rosa Montanez |
|||||||
| By: Alma Rosa Montanez | ||||||||
| Assistant Corporate Secretary & Chief Corporate Counsel | ||||||||
