OREANDA-NEWS. July 13, 2016. IHS (NYSE: IHS) and Markit (NASDAQ: MRKT) today announced the results to
date in connection with Markit’s previously announced offer to exchange
(the “Exchange Offer”) and consent solicitation (the “Consent
Solicitation”) with respect to any and all of the outstanding \\$750.0
million aggregate principal amount of 5.000% Senior Notes due 2022 (the
“Existing IHS Notes”) issued by IHS Inc. (“IHS”) held by Eligible
Holders (as defined below) for (i) up to an aggregate principal amount
of \\$750.0 million of new 5.000% Senior Notes due 2022 (the “New IHS
Markit Notes”) to be issued by Markit (to be renamed IHS Markit upon
completion of the Merger referred to below) and (ii) cash.
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As of 5:00 p.m. on July 11, 2016 (the “Initial Early Tender Date”),
according to D.F. King & Co., Inc., the exchange agent and information
agent in connection with the Exchange Offer and Consent Solicitation,
tenders and consents from holders of approximately \\$740.7 million, or
98.8%, of the aggregate principal amount of outstanding Existing IHS
Notes, had been validly received and not withdrawn in the Exchange Offer
and Consent Solicitation. Accordingly, IHS has received consents
sufficient to approve the proposed amendments to the indenture governing
the Existing IHS Notes, and IHS and the trustee for the Existing IHS
Notes have entered into a supplemental indenture containing the proposed
amendments to the indenture governing the Existing IHS Notes. Such
amendments will not become operative, with respect to any Existing IHS
Notes that remain outstanding following the consummation of the Exchange
Offer, unless and until Markit accepts for exchange the Existing IHS
Notes validly tendered in the Exchange Offer and Consent Solicitation.
IHS and Markit also announced today that Markit has extended the date by
which tenders must be received for holders to receive the “Total
Exchange Consideration” (as set forth in the table below) to 11:59 p.m.,
New York City time, on July 25, 2016, which is the “Expiration Date” for
the Exchange Offer and the Consent Solicitation, unless extended.
Accordingly, all Existing IHS Notes tendered at or prior to the
Expiration Date, including those tendered at or prior to the Initial
Early Tender Date, will be eligible to receive the Total Exchange
Consideration set forth in the table below, which includes the “Early
Tender Premium” set forth in such table, for all such Existing IHS Notes
that are accepted on the “Settlement Date” that will occur promptly
after the Expiration Date. All other terms and conditions of the
Exchange Offer and Consent Solicitation, as previously announced and
described in the Offering Memorandum (as defined below) and the related
letter of transmittal and consent, remain unchanged.
The withdrawal deadline has passed and holders may no longer withdraw
Existing IHS Notes tendered or revoke consents delivered in the Exchange
Offer and Consent Solicitation.
The following table sets forth the Exchange Consideration, Early Tender
Premium and Total Exchange Consideration for Existing IHS Notes validly
tendered and accepted for exchange in the Exchange Offer:
Existing IHS Notes
to be Exchanged
|
|
|
CUSIP Numbers
|
|
|
Aggregate Principal
Amount Outstanding
|
|
|
Exchange
Consideration(1)
|
|
|
Early Tender
Premium(1)
|
|
|
Total Exchange
Consideration(1)(2)
|
5.000% Senior Notes due 2022
|
|
|
451734AC1 / 451734AA5
|
|
|
\\$750,000,000
|
|
|
\\$950 principal amount of New IHS Markit Notes and \\$5.00 in cash
|
|
|
\\$50 principal amount of New IHS Markit Notes
|
|
|
\\$1,000 principal amount of New IHS Markit Notes and \\$5.00 in cash
|
(1) For each \\$1,000 principal amount of Existing IHS Notes,
plus any accrued and unpaid interest thereon from the last interest
payment date to, but not including, the Settlement Date.
(2) Includes Early Tender Premium.
The Exchange Offer and the Consent Solicitation are being made in
connection with the merger agreement, dated as of March 20, 2016 (the
“Merger Agreement”), by and among Markit, Marvel Merger Sub, Inc., a
wholly owned subsidiary of Markit, and IHS, pursuant to which Markit has
agreed to acquire IHS (the “Merger”). The obligation of Markit to accept
for exchange, and to pay the cash consideration for, Existing IHS Notes
validly tendered (and not validly withdrawn) in the Exchange Offer is
subject to certain conditions set forth in the offering memorandum dated
June 27, 2016 (“Offering Memorandum”), including consummation of the
Merger pursuant to the Merger Agreement. The parties’ obligations to
complete the Merger are conditioned upon a number of conditions,
including (i) the adoption by IHS stockholders of the proposal to
approve the Merger Agreement; (ii) the approval by Markit shareholders
of the issuance of Markit common shares as merger consideration under
the Merger Agreement, a proposal to approve amending and restating the
bye-laws of Markit, and a proposal to approve the name change of “Markit
Ltd.” to “IHS Markit Ltd.”; (iii) the absence of certain governmental
restraints or prohibitions preventing the consummation of the Merger or
imposing a regulatory material adverse effect; and (iv) certain other
customary closing conditions. Consummation of the Merger is not subject
to a financing condition and is not subject to the completion of the
Exchange Offer and Consent Solicitation.
Documents relating to the Exchange Offer and Consent Solicitation will
only be distributed to holders of Existing IHS Notes who certify that
they are (i) “qualified institutional buyers” within the meaning of Rule
144A under the Securities Act of 1933, as amended (the “Securities
Act”), or (ii) persons outside the United States that are not “U.S.
persons” within the meaning of Regulation S under the Securities Act
(such holders, “Eligible Holders”). The complete terms and conditions of
the Exchange Offer and the Consent Solicitation are described in the
Offering Memorandum and related letter of transmittal and consent,
copies of which may be obtained by contacting D.F. King & Co., Inc., the
exchange agent and information agent in connection with the Exchange
Offer and Consent Solicitation, at (800) 330-4627 (U.S. toll-free) or
(212) 269-5550 (banks and brokers) or by visiting www.dfking.com/ihs.
The New IHS Markit Notes will be guaranteed on a senior unsecured basis
by each of IHS Markit’s subsidiaries that are borrowers or guarantors
under the new credit facilities that IHS Markit and certain of its
subsidiaries will enter into upon the consummation of the Merger. Future
guarantees of the New IHS Markit Notes will be required to the extent a
subsidiary is required by the new credit facilities to provide a
guarantee thereunder, among other circumstances.
The New IHS Markit Notes have not been, and will not be, registered
under the Securities Act or the securities laws of any other
jurisdiction. The New IHS Markit Notes may not be offered or sold in the
United States or to any U.S. persons except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements
of the Securities Act.
This press release shall not constitute an offer to purchase any
securities or a solicitation of an offer to sell, or the solicitation of
tenders or consents with respect to, any securities. The Exchange Offer
and Consent Solicitation are being made only pursuant to the Offering
Memorandum and related transmittal documents and only to such persons
and in such jurisdictions as is permitted under applicable law.
This press release has not been approved by an authorized person for the
purposes of section 21 of the Financial Services and Markets Act 2000
(as amended). Accordingly, this document is only for distribution to and
directed at: (i) in the United Kingdom, persons having professional
experience in matters relating to investments falling within Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended) (the "Order") or high net worth
entities falling within Article 49(2)(a) to (d) of the Order; (ii)
persons who are outside the United Kingdom; and (iii) any other person
to whom it can otherwise be lawfully distributed (all such persons
together being referred to as "Relevant Persons"). Any investment or
investment activity to which this press release relates is available
only to and will be engaged in only with Relevant Persons. Persons who
are not Relevant Persons should not take any action based upon this
press release and should not rely on it.
About IHS
IHS (NYSE: IHS) is a leading source of insight, analytics and expertise
in critical areas that shape today’s business landscape. Businesses and
governments in more than 140 countries around the globe rely on the
comprehensive content, expert independent analysis and flexible delivery
methods of IHS to make high-impact decisions and develop strategies with
speed and confidence. IHS has been in business since 1959 and became a
publicly traded company on the New York Stock Exchange in 2005.
Headquartered in Englewood, Colorado, USA, IHS is committed to
sustainable, profitable growth and employs nearly 9,000 people in 33
countries around the world.
IHS is a registered trademark of IHS Inc. All other company and
product names may be trademarks of their respective owners. © 2016 IHS
Inc. All rights reserved.
About Markit
Markit is a leading global provider of financial information services.
We provide products that enhance transparency, reduce risk and improve
operational efficiency. Our customers include banks, hedge funds, asset
managers, central banks, regulators, auditors, fund administrators and
insurance companies. Founded in 2003, we employ over 4,200 people in 13
countries.
Forward-Looking Statements
This communication contains “forward-looking statements” within the
meaning of the federal securities laws, including Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities
Exchange Act of 1934, as amended. In this context, forward-looking
statements often address expected future business and financial
performance and financial condition, and often contain words such as
“expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,”
“will,” “would,” “target,” similar expressions, and variations or
negatives of these words. Forward-looking statements by their nature
address matters that are, to different degrees, uncertain, such as
statements about the consummation of the proposed transaction and the
anticipated benefits thereof. These and other forward-looking
statements, including the failure to consummate the proposed transaction
or to make or take any filing or other action required to consummate
such transaction on a timely matter or at all, are not guarantees of
future results and are subject to risks, uncertainties and assumptions
that could cause actual results to differ materially from those
expressed in any forward-looking statements. Important risk factors that
may cause such a difference include, but are not limited to, (i) the
completion of the merger on anticipated terms and timing, including
anticipated tax treatment, unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses, future
prospects, business and management strategies for the management,
expansion and growth of the combined company’s operations and other
conditions to the completion of the merger, (ii) the ability of IHS and
Markit to integrate the business successfully and to achieve anticipated
synergies, risks and costs, (iii) potential litigation relating to the
proposed transaction that could be instituted against IHS, Markit or
their respective directors, (iv) the risk that disruptions from the
proposed transaction will harm IHS’s and Markit’s business, including
current plans and operations, (v) the ability of IHS or Markit to retain
and hire key personnel, (vi) potential adverse reactions or changes to
business relationships resulting from the announcement or completion of
the merger, (vii) continued availability of capital and financing and
rating agency actions, (viii) legislative, regulatory and economic
developments, (ix) potential business uncertainty, including changes to
existing business relationships, during the pendency of the merger that
could affect IHS’s and/or Markit’s financial performance, (x) certain
restrictions during the pendency of the merger that may impact IHS’s or
Markit’s ability to pursue certain business opportunities or strategic
transactions and (xi) unpredictability and severity of catastrophic
events, including, but not limited to, acts of terrorism or outbreak of
war or hostilities, as well as management’s response to any of the
aforementioned factors. These risks, as well as other risks associated
with the proposed merger, are more fully discussed in the joint proxy
statement/prospectus included in the registration statement on Form F-4
filed with the SEC in connection with the proposed merger. While the
list of factors presented here is, and the list of factors presented in
the registration statement on Form F-4 are, considered representative,
no such list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of forward-looking
statements. Consequences of material differences in results as compared
with those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems, financial
loss, legal liability to third parties and similar risks, any of which
could have a material adverse effect on IHS’s or Markit’s consolidated
financial condition, results of operations, credit rating or liquidity.
Neither IHS nor Markit assumes any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as a
result of new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities and
other applicable laws.
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