0000902664-14-002689.txt : 20140623 0000902664-14-002689.hdr.sgml : 20140623 20140602140517 ACCESSION NUMBER: 0000902664-14-002689 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140602 DATE AS OF CHANGE: 20140602 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MOODYS CORP /DE/ CENTRAL INDEX KEY: 0001059556 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 133998945 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-55475 FILM NUMBER: 14883476 BUSINESS ADDRESS: STREET 1: 7 WORLD TRADE CENTER STREET 2: AT 250 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10007 BUSINESS PHONE: 2125530300 MAIL ADDRESS: STREET 1: 7 WORLD TRADE CENTER STREET 2: AT 250 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10007 FORMER COMPANY: FORMER CONFORMED NAME: DUN & BRADSTREET CORP /DE/ DATE OF NAME CHANGE: 19980728 FORMER COMPANY: FORMER CONFORMED NAME: NEW DUN & BRADSTREET CORP DATE OF NAME CHANGE: 19980728 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Childrens Investment Fund Management (UK) LLP CENTRAL INDEX KEY: 0001362598 IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 7 CLIFFORD STREET CITY: LONDON STATE: X0 ZIP: W1S 2FT BUSINESS PHONE: 44 207 440 2330 MAIL ADDRESS: STREET 1: 7 CLIFFORD STREET CITY: LONDON STATE: X0 ZIP: W1S 2FT SC 13G 1 p14-1337sc13g.htm MOODY'S CORPORATION

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No.)*
 

Moody's Corporation

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

615369105

(CUSIP Number)
 

May 23, 2014

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
ý Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 12 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
CUSIP No. 61536910513GPage 2 of 12 Pages

 

1

NAME OF REPORTING PERSON

The Children's Investment Fund Management (UK) LLP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

England

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

10,765,961

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

10,765,961

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,765,961

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0%

12

TYPE OF REPORTING PERSON

PN

         

 

 

 
CUSIP No. 61536910513GPage 3 of 12 Pages

 

 

1

NAME OF REPORTING PERSON

The Children's Investment Fund Management (Cayman) Ltd.

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

9,860,215

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

9,860,215

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,860,215

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.6%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 61536910513GPage 4 of 12 Pages

 

 

 

 

1

NAME OF REPORTING PERSON

The Children's Investment Master Fund

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

9,860,215

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

9,860,215

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

9,860,215

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.6%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 61536910513GPage 5 of 12 Pages

 

 

 

 

1

NAME OF REPORTING PERSON

Talos Capital Limited

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Ireland

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

905,746

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

905,746

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

905,746

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0.4%

12

TYPE OF REPORTING PERSON

CO

         

 

 
CUSIP No. 61536910513GPage 6 of 12 Pages

 

 

 

1

NAME OF REPORTING PERSON

Christopher Hohn

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ý

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United Kingdom

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

0

6

SHARED VOTING POWER

10,765,961

7

SOLE DISPOSITIVE POWER

0

8

SHARED DISPOSITIVE POWER

10,765,961

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,765,961

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0%

12

TYPE OF REPORTING PERSON

IN

         

 

 
CUSIP No. 61536910513GPage 7 of 12 Pages

 

 

Item 1(a). NAME OF ISSUER
  The name of the issuer is Moody's Corporation (the "Company").  
   

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
  The Company's principal executive offices are located at 7 World Trade Center, 250 Greenwich Street, New York, NY 10007.
   

 

Item 2(a). NAME OF PERSON FILING
   
  (i)  The Children's Investment Fund Management (UK) LLP, a United Kingdom limited liability partnership ("TCIF UK"), with respect to the shares of Common Stock of the Company, par value $0.01 per share (the "Shares") held by the TCI Fund and Talos (each as defined below)
   
  (ii) The Children's Investment Fund Management (Cayman) Ltd., a Cayman Islands exempted company ("TCIF"), with respect to the Shares held by the TCI Fund;
   
  (iii) The Children's Investment Master Fund, a Cayman Islands exempted company (the "TCI Fund"), with respect to the Shares directly held by it;
   
  (iv) Talos Capital Limited, a private limited company incorporated under the laws of Ireland ("Talos"), with respect to the Shares directly held by it; and
   
  (v)  Christopher Hohn ("Mr. Hohn", and collectively with TCIF UK, TCIF, the TCI Fund and Talos, the "Reporting Persons"), with respect to the Shares directly held by the TCI Fund and Talos.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  (i) TCIF UK:  7 Clifford Street, London, W1S 2FT, United Kingdom;
   
  (ii) TCIF:  PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies;
   
  (iii) The TCI Fund:  PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, British West Indies;
   
  (iv) Talos:  Arthur Cox Building, Earlsfort Terrace, Dublin 2, Ireland; and
   
  (v) Mr. Hohn:  7 Clifford Street, London, W1S 2FT, United Kingdom.

 

Item 2(c). CITIZENSHIP
   
  TCIF UK is a limited liability partnership organized under the laws of the United Kingdom.  TCIF and the TCI Fund are exempted companies organized under the laws of the Cayman Islands.  Talos is a private limited company incorporated under the laws of Ireland.  Mr. Hohn is a citizen of the United Kingdom.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
 
CUSIP No. 61536910513GPage 8 of 12 Pages

 

  Common Stock, par value $0.01 per share

 

Item 2(e). CUSIP NUMBER
   
  615369105

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution: ______________________________________

 

Item 4. OWNERSHIP
   
 

The TCI Fund falls under the management of both TCIF and TCIF UK. Talos falls under the management of TCIF UK. Christopher Hohn is the Managing Partner of TCIF UK and the 100% owner of TCIF. By reason of the provisions of Rule 13d-3 of the Act, Mr. Hohn may be deemed to beneficially own the shares held by the TCI Fund and Talos.

The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Sections 13 of the Securities Exchange Act of 1934, the beneficial owner of these shares.

 
CUSIP No. 61536910513GPage 9 of 12 Pages

 

 

A. TCIF UK and Mr. Hohn.

(a) Amount beneficially owned: 10,765,961

(b) Percent of class: 5.0% The percentages used herein and in the rest of this Schedule are calculated based upon the 213,700,000 shares of common stock issued and outstanding as of March 31, 2014 as reflected by the quarterly report on Form 10-Q for the quarter ended March 31, 2014 filed by the Company on April 30, 2014.

(c) Number of shares as to which the person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 10,765,961

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 10,765,961

   
 

B. TCIF and the TCI Fund.

(a) Amount beneficially owned: 9,860,215

(b) Percent of class: 4.61

(c) Number of shares as to which the person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 9,860,215

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 9,860,215

 

C. Talos.

(a) Amount beneficially owned: 905,746

(b) Percent of class: .042

(c) Number of shares as to which the person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 905,746

(iii) Sole power to dispose or direct the disposition: 0

(iv) Shared power to dispose or direct the disposition: 905,746

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

 
CUSIP No. 61536910513GPage 10 of 12 Pages

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 
CUSIP No. 61536910513GPage 11 of 12 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: June 2, 2014

 

THE CHILDREN'S INVESTMENT FUND
MANAGEMENT (UK) LLP

    
     
     
/s/ Christopher Hohn    
Name: Christopher Hohn    
Title: Managing Partner    
     
     
     

THE CHILDREN'S INVESTMENT FUND

MANAGEMENT (CAYMAN) LTD.

    
     
     
/s/ David DeRosa    
Name: David DeRosa    
Title: Director    
     
     
     
THE CHILDREN'S INVESTMENT MASTER FUND    
     
     
/s/ David DeRosa    
Name: David DeRosa    
Title: Director    
     
     
     
TALOS CAPITAL LIMITED    
     
     
/s/ Jackie Gilroy    
Name: Jackie Gilroy    
Title: Director    
     
     
     
/s/ Christopher Hohn    
Christopher Hohn, individually    

 

 
CUSIP No. 61536910513GPage 12 of 12 Pages

 

EXHIBIT 1

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: June 2, 2014

 

THE CHILDREN'S INVESTMENT FUND
MANAGEMENT (UK) LLP		    
     
     
/s/ Christopher Hohn    
Name: Christopher Hohn    
Title: Managing Partner    
     
     

THE CHILDREN'S INVESTMENT FUND

MANAGEMENT (CAYMAN) LTD.

    
     
     
/s/ David DeRosa    
Name: David DeRosa    
Title: Director    
     
     
THE CHILDREN'S INVESTMENT MASTER FUND    
     
     
/s/ David DeRosa    
Name: David DeRosa    
Title: Director    
     
     
TALOS CAPITAL LIMITED    
     
     
/s/ Jackie Gilroy    
Name: Jackie Gilroy    
Title: Director    
     
     
/s/ Christopher Hohn    
Christopher Hohn, individually