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S&P Global Announces Pricing of Offering of $1,250,000,000 Senior Notes due 2027, $1,250,000,000 Sustainability-Linked Senior Notes due 2029, $1,500,000,000 Senior Notes due 2032, $1,000,000,000 S...

NEW YORK, March 4, 2022 /PRNewswire/ -- S&P Global (NYSE: SPGI) (the "Company" or "S&P Global") today announced that it has priced an offering (the "Offering") of $1,250,000,000 aggregate principal amount of 2.450% senior notes due 2027 (the "2027 Notes"), $1,250,000,000 aggregate principal amount of 2.700% sustainability-linked senior notes due 2029 (the "Sustainability-Linked Notes"), $1,500,000,000 aggregate principal amount of 2.900% senior notes due 2032 (the "2032 Notes"), $1,000,000,000 aggregate principal amount of 3.700% senior notes due 2052 (the "2052 Notes") and $500,000,000 aggregate principal amount of 3.900% senior notes due 2062 (the "2062 Notes" and, together with the 2027 Notes, the Sustainability-Linked Notes, the 2032 Notes and the 2052 Notes, the "New Notes") in a private placement transaction pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the "Securities Act"). The 2027 Notes will bear interest at a rate of 2.450% per annum and will mature on March 1, 2027. The Sustainability-Linked Notes will bear interest at a rate of 2.700% per annum, and are subject to a 25 basis point per annum increase in interest rate beginning March 1, 2026 unless the Company achieves certain sustainability performance targets by December 31, 2025, and will mature on March 1, 2029. The 2032 Notes will bear interest at a rate of 2.900% per annum and will mature on March 1, 2032. The 2052 Notes will bear interest at a rate of 3.700% per annum and will mature on March 1, 2052. The 2062 Notes will bear interest at a rate of 3.900% per annum and will mature on March 1, 2062. The New Notes will pay interest semi-annually in cash in arrears on March 1 and September 1 of each year, beginning on September 1, 2022. Each series of New Notes will be unsecured obligations of the Company and will be guaranteed by its subsidiary, Standard & Poor's Financial Services LLC. The closing of the sale of the New Notes is expected to occur on or about March 18, 2022, subject to customary closing conditions.The Company intends to use the net proceeds from the Offering, together with cash on hand if and to the extent necessary, to (i) pay the purchase price for, and accrued and unpaid interest on, any and all of the Company's outstanding 5.000% senior notes due 2022 (the "2022 Notes"), its 4.000% senior notes due 2025 (the "4.000% 2025 Notes") and its 4.750% senior notes due 2025 (the "4.750% 2025 Notes" and, together with the 2022 Notes and the 4.000% 2025 Notes, the "Tender Offer Notes") validly tendered (and not validly withdrawn) and accepted for purchase pursuant to its previously announced cash tender offer (the "Tender Offer"), and to pay related fees and expenses in connection with the Tender Offer, and (ii) redeem (the "Redemption") all of the Company's outstanding 4.125% senior notes due 2023, its 3.625% senior notes due 2024 and its 4.000% senior notes due 2026 (collectively, the "Redemption Notes"). Completion of the Offering is not contingent upon completion of the Tender Offer or the Redemption. Completion of the Tender Offer and the Redemption is contingent upon completion of the Offering. To the extent that all of the outstanding Tender Offer Notes are not tendered and purchased in the Tender Offer, the Company may, but is not obligated to, use a portion of any remaining net proceeds from the Offering to redeem all or a portion of the remaining Tender Offer Notes.The New Notes will be offered in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act and outside the United States pursuant to Regulation S under the Securities Act. The notes have not been registered under the Securities Act and, unless so registered, may not be offered or sold in the United States absent an applicable exemption from registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Company's notes, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offer of the notes will be made only by means of an offering memorandum.
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