UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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).
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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.
Commencement of Senior Notes Offering
On February 19, 2020, MSCI Inc. (the “Registrant”) issued a press release announcing the proposed issuance of $400.0 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 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 to redeem the remaining $300.0 million aggregate principal amount outstanding on its 5.250% senior unsecured notes due 2024 (the “2024 Notes”), including related redemption costs, and for general corporate purposes, including, without limitation, repurchases of its common stock and potential investments and acquisitions. The notes will be senior unsecured obligations of MSCI and will be guaranteed by MSCI and certain of its domestic subsidiaries. This Current Report on Form 8-K does not constitute a notice of redemption with respect to the 2024 Notes. The press release is filed as Exhibit 99.1 hereto and is incorporated by reference.
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 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. |
(d) Exhibits.
| Exhibit No. |
Description | |||
| Exhibit 99.1 |
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| Exhibit 104 |
Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL). | |||
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.
| MSCI Inc. | ||||||
| Date: February 19, 2020 |
By: |
/s/ Henry A. Fernandez | ||||
| Name: |
Henry A. Fernandez | |||||
| Title: |
Chairman and Chief Executive Officer | |||||
Exhibit 99.1
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PRESS RELEASE |
MSCI Launches Private Offering of $400 Million
Senior Unsecured Notes Due 2030
New York, NY – February 19, 2020 – MSCI Inc. (NYSE: MSCI), a leading provider of critical decision support tools and services for the global investment community, announced today that it intends to issue $400.0 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 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 to redeem the remaining $300.0 million aggregate principal amount outstanding on its 5.250% senior unsecured notes due 2024 (the “2024 Notes”), including related redemption costs, and for general corporate purposes, including, without limitation, repurchases of its common stock and potential investments and acquisitions. The notes will be senior unsecured obligations of MSCI and will be guaranteed by MSCI and certain of its domestic subsidiaries. This press release does not constitute a notice of redemption with respect to the 2024 Notes.
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 press release 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.
-Ends-
About MSCI Inc.
MSCI is a leading provider of critical decision support tools and services for the global investment community. With over 45 years of expertise in research, data and technology, we power better investment decisions by enabling clients to understand and analyze key drivers of risk and return and confidently build more effective portfolios. We create industry-leading research-enhanced solutions that clients use to gain insight into and improve transparency across the investment process.
MSCI Inc. Contacts
Investor Inquiries
sallilyn.schwartz@msci.com
| Salli Schwartz | +1 212 804 5306 |
Media Inquiries
PR@msci.com
| Sam Wang | +1 212 804 5244 | |
| Melanie Blanco | +1 212 981 1049 | |
| Laura Hudson | +44 20 7336 9653 | |
| Rachel Lai | +852 2844 9315 | |
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond MSCI’s control and that could materially affect actual results, levels of activity, performance or achievements.
Other factors that could materially affect actual results, levels of activity, performance or achievements can be found in MSCI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on February 18, 2020 and in quarterly reports on Form 10-Q and current reports on Form 8-K filed or furnished with the SEC. If any of these risks or uncertainties materialize, or if MSCI’s underlying assumptions prove to be incorrect, actual results may vary significantly from what MSCI projected. Any forward-looking statement in this press release reflects MSCI’s current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to MSCI’s operations, results of operations, growth strategy and liquidity. MSCI assumes no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise, except as required by law.