Item 8.01 Other Events.
On March 26, 2021 (the "Closing Date"), MSCI Inc. (the "Company") issued a press
release announcing the completion of its private offering of $500.0 million in
aggregate principal amount of 3.625% senior unsecured notes due 2030 (the
"Notes"). The Notes constitute a further issuance of, are 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 Notes will mature on September 1, 2030. The Company intends to use the net
proceeds from the offering of the Notes, together with available cash, for the
redemption or repurchase of all $500.0 million aggregate principal amount
outstanding of its 4.750% senior unsecured notes due 2026. The press release is
filed as Exhibit 99.1 hereto and is incorporated by reference.
The Notes were issued under the Indenture, dated as of March 4, 2020 (the
"Indenture"), among the Company, the subsidiary guarantors party thereto, and
Wells Fargo Bank, National Association, as trustee (the "Trustee"). The terms of
the Indenture provide that, among other things, the Notes are senior unsecured
obligations of the Company and the subsidiary guarantors and will rank equally
with any of the Company's unsecured, unsubordinated debt, senior to any of the
Company's subordinated debt, will effectively be subordinated to any of the
Company's secured debt to the extent of the assets securing such debt and be
structurally subordinated to all existing or future liabilities of the Company.
The Company's obligations under the Notes are fully and unconditionally, and
jointly and severally, guaranteed by the subsidiary guarantors.
Interest on the Notes accrues at a rate of 3.625% per annum. Interest on the
Notes is payable semiannually on March 1 and September 1 of each year,
commencing on September 1, 2021. Interest on the Notes will begin accruing from
March 1, 2021. The Company will make each interest payment to holders of record
of the Notes on the immediately preceding March 1 and September 1.
Optional Redemption. At any time prior to March 1, 2025, the Company may redeem
all or part of the Notes upon not less than 30 nor more than 60 days' prior
notice at a redemption price equal to the sum of (i) 100% of the principal
amount thereof, plus (ii) a make-whole premium as of the date of redemption,
plus (iii) accrued and unpaid interest and additional interest, if any, thereon,
to the date of redemption. In addition, the Company may redeem all or part of
the Notes on or after March 1, 2025, at redemption prices set forth in the
Indenture, together with accrued and unpaid interest. At any time prior to
March 1, 2023, the Company may use the proceeds of certain equity offerings to
redeem up to 35% of the aggregate principal amount of the Notes at a redemption
price equal to 103.625% of the principal amount, plus accrued and unpaid
interest, if any, to the redemption date.
Repurchase upon Change of Control. Upon the occurrence of a change of control
triggering event (as defined in the Indenture), each holder of the Notes may
require the Company to repurchase all or part of the Notes in cash at a price
equal to 101% of the aggregate principal amount of the Notes to be repurchased,
plus accrued and unpaid interest, if any, thereon to the date of repurchase.
Other Covenants. The Indenture contains covenants that limit the Company's and
certain of its subsidiaries' ability to, among other things, create liens, enter
into sale/leaseback transactions and consolidate, merge or sell all or
substantially all of the Company's assets. In addition, the Indenture restricts
the Company's non-guarantor subsidiaries' ability to create, assume, incur or
guarantee additional indebtedness without such non-guarantor subsidiaries
guaranteeing the Notes on a pari passu basis.
Events of Default. The Indenture provides for customary events of default
(subject in certain cases to customary grace and cure periods), which include
non-payment, breach of covenants in the Indenture, payment defaults or
acceleration of other indebtedness, a failure to pay certain judgments and
certain events of bankruptcy and insolvency. Generally, if an event of default
occurs, the Trustee or holders of at least 25% in principal amount of the
then-outstanding Notes may declare the principal of and accrued but unpaid
interest, if any, including additional interest, if any, on all the Notes to be
due and payable immediately.
The foregoing description of the Indenture and the Notes is qualified in its
entirety by reference to the full text of the Indenture, a copy of which is
attached hereto as Exhibit 4.1, and the Notes, the form of which is attached
hereto as Exhibit 4.2, both of which are incorporated herein by reference.
The Notes were offered only to (i) persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended (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 shall 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 No. Description
Exhibit 4.1 Indenture, dated as of March 4, 2020, among MSCI Inc., each of
the subsidiary guarantors party thereto and Wells Fargo Bank,
National Association, as Trustee (incorporated by reference to
Exhibit 4.1 of MSCI Inc.'s Current Report on Form 8-K, filed on
March 4, 2020).
Exhibit 4.2 Form of Note for MSCI Inc. 3.625% Senior Notes due September 1,
2030 (included in Exhibit 4.1).
Exhibit 99.1 Press Release, dated March 26, 2021, titled "MSCI Completes
Private Offering of $500 Million 3.625% Senior Notes Due 2030."
Exhibit 104 Cover Page Interactive Data File (embedded in the cover page
formatted in Inline XBRL).
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