8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 6, 2017

Commission file number 001-36495

IHS MARKIT LTD.

(Exact name of registrant as specified in its charter)

Bermuda	98-1166311
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

4th Floor, Ropemaker Place,

25 Ropemaker Street

London, England

EC2Y 9LY

(Address of principal executive offices)

+44 20 7260 2000

(Registrant’s telephone number, including area code)

Former name or former address, if changed since last report: Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

In connection with the offering of the Notes (as defined below), IHS Markit Ltd., a Bermuda exempted company (the “Company”), is disclosing under this Current Report on Form 8-K the information included in Exhibit 99.1, which is incorporated herein by reference.

The information, including unaudited combined financial data of the Company, some of which has not been previously reported, is excerpted from the Confidential Offering Memorandum, dated February 6, 2017, that is being circulated to investors in connection with the offering of the Notes described in Item 8.01 below. This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy or otherwise acquire securities.

Item 8.01. Other Events.

On February 6, 2017, the Company announced that it intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of senior notes (the “Notes”) in a private placement transaction pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Company intends to use the net proceeds from the offering of the Notes for working capital and other general purposes, which initially will include repayment of indebtedness under its revolving credit facility and may in the future include share repurchases pursuant to its previously announced share repurchase authorization.

The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder. Pursuant to Rule 135c of the Securities Act, the Company is filing herewith the press release dated February 6, 2017.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Excerpts from the Confidential Offering Memorandum, dated February 6, 2017
99.2	Press Release dated February 6, 2017, announcing the proposed offering of the Notes.

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 thereunto duly authorized.

	IHS MARKIT LTD.
February 6, 2017	By:	/s/ Todd S. Hyatt
		Name:	Todd S. Hyatt
		Title:	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

Excerpts from the Confidential Offering Memorandum, dated February 6, 2017

Summary Unaudited Combined Financial Data of IHS Markit

The following table sets forth summary unaudited combined financial information for IHS Markit for the fiscal year ended November 30, 2016, which reflects the aggregation of historical results of operations of IHS Markit and Markit.

The summary unaudited combined financial information is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the July 12, 2016 merger of IHS Inc. and Markit Ltd. (“Markit”) had been completed as of the beginning of fiscal year 2016, nor is it necessarily indicative of the future operating results of IHS Markit. The summary unaudited combined financial information presented below has not been prepared in the manner of pro forma financial statements prepared in accordance with Article 11 of Regulation S-X, and the historical financial information of Markit Ltd. for the period of April 1, 2016 to July 11, 2016 has not been the subject of audit or review procedures by either PricewaterhouseCoopers LLP, the independent registered public accounting firm of Markit Ltd. for periods prior to the merger, nor Ernst & Young LLP, the independent registered public accounting firm of IHS Markit. As a consequence, management has prepared the summary unaudited combined financial data of IHS Markit from the books and records of IHS Markit and Markit Ltd. and such data has not been compiled or examined by independent auditors nor have independent auditors performed any procedures with respect to this information or any form of assurance on such combined information. The summary unaudited combined financial information of IHS Markit presented below also does not include, among other things, estimated cost or growth synergies, adjustments related to restructuring or integration activities or future acquisitions or dispositions not yet known or probable. See Note 3 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended November 30, 2016 for a discussion of our business combinations.

The summary unaudited combined financial information has been derived from and should be read in conjunction with the audited consolidated financial statements and the related notes of IHS Markit, as filed with its Annual Report on Form 10-K for the fiscal year ended November 30, 2016, and the unaudited consolidated financial statements and the related notes of Markit, as filed with Markit’s Report of Foreign Private Issuer on Form 6-K on May 10, 2016 (second report on such day) as of and for the three months ended March 31, 2016.

The following table presents combined EBITDA and combined Adjusted EBITDA, which are financial measures that are not calculated in accordance with U.S. GAAP. Combined EBITDA and combined Adjusted EBITDA represent the aggregation of historical EBITDA and Adjusted EBITDA of IHS Markit and Markit for the fiscal year ended November 30, 2016. As part of the presentation of combined EBITDA and combined Adjusted EBITDA, management has reclassified certain amounts in the historical financial statements of Markit to conform to the presentation in the financial statements of IHS Markit and has made certain adjustments to the Markit financial statements to reflect differences between IFRS and GAAP. The combined financial data set forth in the table below has not been compiled or examined by IHS Markit’s independent auditors nor have IHS Markit’s independent auditors performed any procedures with respect to this information or expressed any opinion or any form of assurance on such information.

	Combined for the fiscal year ended November 30, 2016
	($ in millions)
Statement of Operations Data:
Revenue	$	3,450.9
Net income attributable to IHS Markit (1)	$	291.9
Adjusted EBITDA	$	1,288.6
Ratio of total debt to Adjusted EBITDA (2)		2.6x

The following table reconciles net income attributable to IHS Markit to combined Adjusted EBITDA for the period presented:

	Combined for the fiscal year ended November 30, 2016
	($ in millions)
Net Income attributable to IHS Markit (1)	$	291.9
Interest income		(1.4	)
Interest expense		138.4
Provision for income taxes		88.6
Depreciation		136.7
Amortization related to acquired intangible assets		297.2
EBITDA		951.4
Litigation related charges related to class action suit		(0.1	)
Loss on debt extinguishment		0.6
Share of joint venture results not attributable to Adjusted EBITDA		(1.2	)
Adjusted EBITDA attributable to non-controlling interests		(2.7	)
Stock-based compensation expense		247.2
Restructuring charges		23.2
Acquisition-related costs (1)		71.7
Gain on sale of assets, net		(0.7	)
Pension mark-to-market and settlement expense		8.4
Income from discontinued operations, net		(9.2	)
Adjusted EBITDA	$	1,288.6

(1) Excludes $70.0 million of one-time merger and transaction costs for the fiscal year ended November 30, 2016.

(2) Represents total debt (including current portion) of $3,383.9 million divided by Adjusted EBITDA for combined financial data of IHS Markit.

Other Information

From December 1, 2016 through January 30, 2017, IHS Markit repurchased approximately 3.7 million common shares in open market purchases under its outstanding share repurchase authorization for aggregate consideration of approximately $132.5 million using borrowings under IHS Markit’s revolving credit facility and/or cash on hand.

EX-99.2

Exhibit 99.2

News Release

IHS Markit Contacts:

Dan Wilinsky	Eric Boyer
Media Relations	Investor Relations
+1 303 397 2468	+1 303 397 2969
dan.wilinsky@ihsmarkit.com	eric.boyer@ihsmarkit.com

IHS Markit Ltd. Announces Offering of Senior Notes

LONDON (February 6, 2017) – IHS Markit Ltd. (Nasdaq: INFO), a world leader in critical information, analytics and solutions, today announced that it intends to offer, subject to market and other conditions, $500 million in aggregate principal amount of senior notes (the “notes”) in a private placement transaction pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.

IHS Markit intends to use the net proceeds from this offering for working capital and other general corporate purposes, which initially will include repayment of indebtedness under its revolving credit facility and may in the future include share repurchases pursuant to its previously announced share repurchase authorization.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

The notes are being offered and sold to qualified institutional buyers in the United States in reliance on Rule 144A under the U.S. Securities Act of 1933, as amended, and to non-U.S. persons in offshore transactions outside the United States in accordance with Regulation S under the Securities Act. The notes have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from the registration requirements.

This press release has not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended). Accordingly, this document is only for distribution to and directed at: (i) in the United Kingdom, persons having professional experience in matters relating to investments

falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the “Order”) or high net worth entities falling within Article 49(2)(a) to (d) of the Order; (ii) persons who are outside the United Kingdom; and (iii) any other person to whom it can otherwise be lawfully distributed (all such persons together being referred to as “Relevant Persons”). Any investment or investment activity to which this press release relates is available only to and will be engaged in only with Relevant Persons. Persons who are not Relevant Persons should not take any action based upon this press release and should not rely on it.

Forward-Looking Statements

This release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “goal,” “seek,” “aim,” “strive,” “believe,” “project,” “predict,” “estimate,” “expect,” “continue,” “strategy,” “future,” “likely,” “may,” “might,” “should,” “will,” the negative of these terms, and similar references to future periods. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. A detailed discussion of some of the risks and uncertainties that could cause our actual results and financial condition to differ materially from the forward-looking statements is described in IHS Markit’s filings with the U.S. Securities and Exchange Commission.

Any forward-looking statement made by us in this release speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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About IHS Markit

IHS Markit (Nasdaq: INFO) is a world leader in critical information, analytics and solutions for the major industries and markets that drive economies worldwide. The company delivers next-generation information, analytics and solutions to customers in business, finance and government, improving their operational efficiency and providing deep insights that lead to well-informed, confident decisions. IHS Markit has more than 50,000 key business and government customers, including 85 percent of the Fortune Global 500 and the world’s leading financial institutions. Headquartered in London, IHS Markit is committed to sustainable, profitable growth.

IHS Markit is a registered trademark of IHS Markit Ltd. All other company and product names may be trademarks of their respective owners ^© 2017 IHS Markit Ltd. All rights reserved.