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): July 10, 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))

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).

Emerging growth company	☐
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 7.01. Regulation FD Disclosure.

In connection with the offering of the Additional 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 July 10, 2017, that is being circulated to investors in connection with the offering of the Additional 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 July 10, 2017, the Company announced that it intends to offer, subject to market and other conditions, an additional $250 million in aggregate principal amount of senior notes (the “Additional 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 Additional Notes for working capital and other general purposes, which may include repayment of indebtedness or share repurchases pursuant to its previously announced share repurchase authorization.

The Company has previously issued $500 million aggregate principal amount of its 4.75% Senior Notes due 2025 (the “Existing Notes”) under the Indenture, dated February 9, 2017 among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee. The Additional Notes will have identical terms to the Existing Notes other than their date of issue and their initial price to the public and will be treated as a single series under the indenture and be fungible with, and have the same CUSIP/ISIN numbers as, the Existing Notes for U.S. federal income tax purposes, except that the Additional Notes sold pursuant to Regulation S under the Securities Act will initially be subject to restrictions on transfer and will initially trade separately under different CUSIP/ISIN numbers until at least 40 days after the issue date of the Additional Notes. After the 40th day following such date, certain transfer restrictions with respect to the Additional Notes sold pursuant to Regulation S under the Securities Act will terminate and such Additional Notes will become fungible with, and will be mandatorily exchanged to have the same CUSIP/ISIN numbers as, the Existing Notes sold pursuant to Regulation S under the Securities Act.

The Additional 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 July 10, 2017.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Excerpts from the Confidential Offering Memorandum, dated July 10, 2017
99.2	Press Release dated July 10, 2017, announcing the proposed offering of the Additional 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.
July 10, 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 July 10, 2017

Summary Combined Financial Data of IHS Markit

The following table sets forth summary unaudited combined financial information for IHS Markit for the twelve month period ended May 31, 2017, which is referred to as the “LTM Period” and represents the sum of the historical consolidated financial information of IHS Markit for the fiscal year ended November 30, 2016 and the six months ended May 31, 2016, minus the historical consolidated financial information of IHS Markit for the six months ended May 31, 2016.

The unaudited financial data presented have been prepared on a basis consistent with the audited consolidated financial statements of IHS or IHS Markit, as applicable. In the opinion of IHS Markit’s management, such unaudited financial data reflect all adjustments necessary for a fair presentation of the results for those periods. The interim results are not necessarily indicative of results for the fiscal year ending November 30, 2017 or for any other period.

The summary historical financial information of IHS and IHS Markit should be read together with their consolidated financial statements and the notes related to those financial statements. IHS’s and IHS Markit’s historical consolidated financial information may not be indicative of the future performance of IHS Markit.

	LTM Period ended May 31, 2017
Statement of Operations Data:
Revenue	$	3,348.7
Operating expenses:
Cost of revenue		1,279.3
Selling, general and administrative		1,055.8
Depreciation and amortization		454.5
Restructuring charges		8.8
Acquisition-related costs		207.9
Net periodic pension and postretirement expense		10.0
Other expense (income), net		4.2
Total operating expenses		3,020.5
Operating income		328.2
Interest income		1.7
Interest expense		(133.5	)
Non-operating expense, net		(131.8	)
Income from continuing operations before income taxes and equity in loss of equity method investee		196.4
Benefit (provision) for income taxes		33.5
Equity in loss of equity method investee		(8.4	)
Income from continuing operations		221.5
Income from discontinued operations		0.2
Net income		221.7
Net loss attributable to noncontrolling interest		1.2
Net income attributable to IHS Markit	$	222.9
Balance Sheet Data (as of period end):
Cash and cash equivalents	$	162.5
Total assets		14,071.2
Total long-term debt and capital leases		3,423.2
Total debt (including current portion)		3,984.3
Total stockholders’ equity		7,608.6
Non-GAAP Data:
Adjusted EBITDA(1)	$	1,280.5
Combined Adjusted EBITDA(1)	$	1,336.9
Ratio of total debt to Adjusted EBITDA(2)		3.1x
Ratio of total debt to Combined Adjusted EBITDA(2)		3.0x

(1) IHS Markit uses non-GAAP financial measures such as EBITDA and Adjusted EBITDA in its operational and financial decision-making. IHS Markit believes that such measures allow it to focus on what it deems to be more reliable indicators of ongoing operating performance (Adjusted EBITDA). IHS Markit also believes that investors may find these non-GAAP financial measures useful for the same reasons, although IHS Markit cautions investors that non-GAAP financial measures are not a substitute for GAAP financial measures or disclosures. None of these non-GAAP financial measures are recognized terms under GAAP and do not purport to be an alternative to net income or operating cash flow as an indicator of operating performance or any other GAAP measure.

“EBITDA” is defined as net income attributable to IHS Markit plus or minus net interest, plus provision for income taxes, depreciation, and amortization. “Adjusted EBITDA” further excludes primarily non-cash items and other items that we do not consider to be useful in assessing IHS Markit’s operating performance (e.g., stock-based compensation expense, restructuring charges, acquisition-related costs, exceptional litigation, impairment of assets, net other gains and losses, impact of debt extinguishment, pension mark-to-market and settlement expense, the impact of joint ventures and non-controlling interests, and discontinued operations).

“Combined Adjusted EBITDA” reflects the aggregation of Adjusted EBITDA for IHS Markit (which includes results from Markit from the closing date of the Merger) and Markit for the period prior to the merger between IHS and Markit (the “Merger”) which is included in the last twelve month period (that is, the period from June 1, 2016 to July 11, 2016). Combined Adjusted EBITDA is presented for illustrative purposes only and is not necessarily indicative of the operating results that would have occurred if the Merger had been completed as of June 1, 2016, nor is it necessarily indicative of the future operating results of IHS Markit. Such data 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 for the period of June 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 for periods prior to the Merger, nor Ernst & Young LLP, the independent registered public accounting firm of IHS Markit. As a consequence, Adjusted EBITDA for Markit for the period from June 1, 2016 to July 11, 2016 is based on management estimates and such data has not been compiled or examined by independent auditors nor have independent auditors performed any procedures with respect to such information or provided any form of assurance on such information. 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 and Note 2 to our unaudited consolidated financial statements included in our subsequent quarterly reports for a discussion of our business combinations.

Because not all companies use identical calculations, IHS Markit’s presentation of non-GAAP financial measures may not be comparable to other similarly titled measures of other companies.

The following table reconciles the most directly comparable GAAP financial measure, net income attributable to IHS Markit, to EBITDA, Adjusted EBITDA and Combined Adjusted EBITDA for the periods presented:

	LTM Period ended May 31, 2017
Net income attributable to IHS Markit	$	222.9
Interest income		(1.7	)
Interest expense		133.5
(Benefit) provision for income taxes		(33.5	)
Depreciation		142.0
Amortization		312.5
EBITDA	$	775.7
Stock-based compensation expense		281.5
Restructuring charges		8.8
Acquisition-related costs		207.9
Litigation charges related to class action suit		0.1
Impairment of assets		—
Loss (gain) on sale of assets		(0.7	)
Loss on debt extinguishment		0.6
Pension mark-to-market expense		8.4
Share of joint venture results not attributable to Adjusted EBITDA		(0.5	)
Adjusted EBITDA attributable to noncontrolling interest		(1.1	)
Income from discontinued operations, net		(0.2	)
Adjusted EBITDA	$	1,280.5
Pre-Merger Adjusted EBITDA of Markit(a)		56.4
Combined Adjusted EBITDA	$	1,336.9

(a) Represents management’s estimate of Markit’s Adjusted EBITDA for the period from June 1, 2016 until the closing of the Merger.

(2) Represents total debt (including current portion) divided by LTM Adjusted EBITDA and Combined Adjusted EBITDA, as applicable, for IHS Markit.

Other Information

From June 1, 2017 through July 6, 2017, IHS Markit repurchased approximately 0.3 million of its common shares in open market repurchases under its outstanding share repurchase authorization for aggregate consideration of approximately $12.1 million.

2

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 (July 10, 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, an additional $250 million in aggregate principal amount of its 4.75 percent Senior Notes due 2025 (the “additional notes”) in a private placement transaction pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended.

IHS Markit has previously issued $500 million aggregate principal amount of its 4.75 percent Senior Notes due 2025 (the “existing notes”) under an indenture, dated February 9, 2017 among IHS Markit, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee. The additional notes will have identical terms to the existing notes other than their date of issue and their initial price to the public and will be treated as a single series under the indenture and be fungible with, and have the same CUSIP/ISIN numbers as, the existing notes for U.S. federal income tax purposes, except that the additional notes sold pursuant to Regulation S under the Securities Act will initially be subject to restrictions on transfer and will initially trade separately under different CUSIP/ISIN numbers until at least 40 days after the issue date of the additional notes. After the 40th day following such date, certain transfer restrictions with respect to the additional notes sold pursuant to Regulation S under the Securities Act will terminate and such additional notes will become fungible with, and will be mandatorily exchanged to have the same CUSIP/ISIN numbers as, the existing notes sold pursuant to Regulation S under the Securities Act.

IHS Markit intends to use the net proceeds from this offering for working capital and other general corporate purposes, which may include repayment of indebtedness or 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 additional 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 additional 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 news 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 news 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 news 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.

####

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. and/or its affiliates. All other company and product names may be trademarks of their respective owners ^© 2017 IHS Markit Ltd. All rights reserved.