UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Second Amended and Restated Credit Agreement
On January 26, 2024, MSCI Inc. (the “Company”), the lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as administrative agent, entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”), amending and restating in its entirety the Amended and Restated Credit Agreement (the “Existing Credit Agreement”), dated as of June 9, 2022, among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, and the other parties thereto. The Credit Agreement makes available to the Company an aggregate of $1,250.0 million of revolving loan commitments, which may be drawn until January 26, 2029. The revolving loans under the Credit Agreement were drawn at closing in an amount sufficient to prepay all term loans outstanding under the Existing Credit Agreement. The obligations under the Credit Agreement are general unsecured obligations of the Company.
Interest on the revolving loans under the Credit Agreement accrues, at a variable rate, based on the secured overnight funding rate (“SOFR”) or the alternate base rate (“Base Rate”), plus, in each case, an applicable margin to be determined based on the credit ratings of the Company’s senior, unsecured long-term debt and will be due on each Interest Payment Date (as defined in the Credit Agreement). So long as the credit rating for the Company’s senior, unsecured long-term debt is set at BBB-/BBB- by each of S&P and Fitch, respectively, the applicable margin is 0.50% for Base Rate loans, and 1.50% for SOFR loans.
The Credit Agreement also contains customary events of default, representations and warranties and covenants, including, among other things, covenants that restrict the ability of the subsidiaries of the Company to incur certain additional indebtedness and restrict the ability of the Company and its subsidiaries to create or permit liens on assets, engage in sale/leasebacks transactions or engage in mergers or consolidations. The Credit Agreement also requires the Company to maintain (i) a maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis not to exceed 4.25:1.00 (or 4.50:1.00 for four fiscal quarters following a material acquisition) and (ii) a minimum Consolidated Interest Coverage Ratio (as defined in the Credit Agreement) measured quarterly on a rolling four-quarter basis of at least 4.00:1.00.
The obligations under the Credit Agreement are not guaranteed by any subsidiary of the Company. Prior to the termination of the Existing Credit Agreement, certain subsidiaries of the Company (the “Subsidiary Guarantors”) guaranteed the Company’s obligations under (i) the Existing Credit Agreement, (ii) the Indenture, dated as of November 7, 2019, among the Company, the subsidiary guarantors party thereto and Computershare Trust Company, N.A., as trustee (the “Trustee”), governing the Company’s 4.000% Senior Notes due 2029, (iii) the Indenture, dated as of March 4, 2020, among the Company, the subsidiary guarantors party thereto and the Trustee, governing the Company’s 3.625% Senior Notes due 2030, (iv) the Indenture, dated as of May 26, 2020, among the Company, the subsidiary guarantors party thereto and the Trustee governing the Company’s 3.875% Senior Notes due 2031, (v) the Indenture, dated as of May 14, 2021, among the Company, the subsidiary guarantors party thereto and the Trustee governing the Company’s 3.625% Senior Notes due 2031 and (vi) the Indenture, dated as of August 17, 2021, among the Company, the subsidiary guarantors party thereto and the Trustee, governing the Company’s 3.250% Senior Notes due 2033 (such indenture, together with the indentures governing the 4.000% Senior Notes due 2029, 3.625% Senior Notes due 2030, 3.875% Senior Notes due 2031 and 3.625% Senior Notes due 2031, collectively, the “Indentures”). Upon the termination of the Existing Credit Agreement on January 26, 2024, the Subsidiary Guarantors were released from their guarantees under the Existing Credit Agreement and the Indentures.
The proceeds of the revolving loans will be used for general corporate purposes (including, working capital and acquisitions and other transactions permitted under the Credit Agreement).
The lenders, joint lead arrangers and bookrunners and/or agents under the Credit Agreement, and certain of their affiliates, have engaged in, and/or in the future may engage in, banking and other transactions with the Company, including previous credit facilities. These parties have received or may receive in the future customary fees and expense reimbursement in connection with these services.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. |
On January 26, 2024, in accordance with the terms of the Indentures, each of the Subsidiary Guarantors was released from its guarantees under the Indentures.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description |
| Exhibit 10.1 | Second Amended and Restated Credit Agreement, dated as of January 26, 2024, among MSCI Inc., JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer and the other lenders party thereto. |
| 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: | January 29, 2024 | By: | /s/ Henry A. Fernandez | |
| Name: | Henry A. Fernandez | |||
| Title: | Chairman and Chief Executive Officer | |||