Item 8.01 Other Events.
Commencement of Senior Notes Offering
On March 12, 2021, MSCI Inc. ("MSCI" or the "Registrant") issued a press release
announcing the proposed issuance of $500.0 million aggregate principal amount of
senior unsecured notes due 2030 (the "notes") in a private offering that is
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"). The notes will constitute a further issuance of,
be fully fungible with, rank equally with and form a single series with the
$400.0 million aggregate principal amount of the 3.625% senior notes due 2030
issued on March 4, 2020. The proposed offering is subject to market and other
conditions. If the offering is successfully placed, MSCI intends to use the net
proceeds from the offering, together with available cash on hand, to redeem all
$500.0 million aggregate principal amount of its 4.750% senior unsecured notes
due 2026 (the "2026 Notes") at a redemption price equal to 100% of the principal
amount of the 2026 Notes, plus the applicable premium as of, and accrued and
unpaid interest to, but excluding, the redemption date, and to pay fees and
expenses incurred in connection with the offering. This Current Report on Form
8-K does not constitute a notice of redemption with respect to the 2026 Notes.
The press release is filed as Exhibit 99.1 hereto and is incorporated by
The notes are being offered only to (i) persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A under the Securities Act
and (ii) certain non-U.S. persons outside the United States pursuant to
Regulation S under the Securities Act. The notes have not been registered under
the Securities Act or any state securities laws and therefore may not be offered
or sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable state
securities laws. This report does not constitute an offer to sell or the
solicitation of an offer to buy the notes, nor does it constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or
sale is unlawful.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Press Release, dated March 12, 2021, titled "MSCI Launches
Private Offering of $500 Million Senior Notes Due 2030; To Redeem
4.750% Notes Due 2026"
Exhibit 104 Cover Page Interactive Data File (embedded in the cover page
formatted in Inline XBRL).
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