UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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TABLE OF CONTENTS
| ITEM 8.01 |
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| ITEM 9.01 |
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| EXHIBIT 104 |
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| Item 8.01, | “Other Events” |
As previously announced, on August 4, 2020, Moody’s Corporation (the “Company”) entered into an underwriting agreement by and among the Company and BofA Securities, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriting Agreement”), with respect to the issuance and sale of $500 million aggregate principal amount of the Company’s 2.550% Senior Notes due 2060 (the “notes”). The offer of the notes was registered under the Company’s Registration Statement on Form S-3 (Registration No. 333-236611) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on February 25, 2020. On August 18, 2020, the Company closed its public offering of the notes.
The notes were issued under an Indenture between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), dated as of August 19, 2010 (the “Base Indenture”), as supplemented by the thirteenth supplemental indenture, dated as of August 18, 2020 (the “Thirteenth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). The Thirteenth Supplemental Indenture includes a form of the notes. The net proceeds of the offering are expected to be used to repay or redeem the $500 million outstanding principal amount of the Company’s 2.750% senior unsecured notes due in December 2021.
The notes bear interest at the fixed rate of 2.550% per year and mature on August 18, 2060. Interest on the notes will be due semiannually on February 18 and August 18 of each year, commencing February 18, 2021. The Company may redeem, in whole or in part, the notes at any time prior to February 18, 2060 at a price equal to the greater of (i) 100% of the principal amount being prepaid, plus accrued and unpaid interest to, but excluding, the redemption date, and (ii) the make-whole redemption price set forth in the relevant series of notes, plus accrued and unpaid interest to, but excluding, the redemption date. Notwithstanding the immediately preceding sentence, the Company may redeem the notes, in whole or in part, at any time on or after February 18, 2060 (six months prior to their maturity), at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Additionally, at the option of the holders of the notes, the Company may be required to purchase all or a portion of the notes upon the occurrence of a “Change of Control Triggering Event” (as defined in the Indenture), at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase.
The Indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the Indenture contains a covenant that limits the ability of the Company to consolidate or merge with another entity or to sell all or substantially all of its assets to another entity.
The Indenture contains customary default provisions. In addition, an event of default will occur if the Company or certain of its subsidiaries fail to pay the principal of any Indebtedness (as defined in the Indenture) when due at maturity in an aggregate amount of $50 million or more, or a default occurs that results in the acceleration of the maturity of the Company’s or certain of its subsidiaries’ Indebtedness in an aggregate amount of $50 million or more. Upon the occurrence and during the continuation of an event of default under the Indenture, the notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding.
The above descriptions of the Base Indenture, Thirteenth Supplemental Indenture and the form of the notes are summaries only and are qualified in their entirety by their respective terms. The Base Indenture is attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 19, 2010, filed with the Commission, and the Thirteenth Supplemental Indenture and form of notes are attached hereto as Exhibits 4.1 and 4.2, respectively.
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| Item 9.01, | “Financial Statements and Exhibits” |
(d) Exhibits
| 4.1 | Thirteenth Supplemental Indenture, dated as of August 18, 2020, between the Company and Wells Fargo Bank, National Association, as Trustee. | |
| 4.2 | Form of 2.550% Senior Note due 2060 (included in Exhibit 4.1). | |
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP, New York, New York. | |
| 23.1 | Consent of Gibson, Dunn & Crutcher LLP, New York, New York (included in Exhibit 5.1). | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |
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SIGNATURES
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.
| MOODY’S CORPORATION | ||
| By: | /s/ Elizabeth M. McCarroll | |
| Elizabeth M. McCarroll | ||
| Corporate Secretary and Associate General Counsel | ||
Date: August 18, 2020
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