8-K

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): August 13, 2015

McGRAW HILL FINANCIAL, INC.

(Exact Name of Registrant as Specified in Charter)

New York

(State or Other Jurisdiction of Incorporation)

1-1023	13-1026995
(Commission File Number)	(IRS Employer Identification No.)
55 Water Street New York, New York	10020
(Address of Principal Executive Offices)	(Zip Code)

(212) 438-2000

Registrant’s telephone number, including area code:

n/a

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

¨ 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 8.01 Other Events

On August 13, 2015, McGraw Hill Financial, Inc. (the “Company”), announced the pricing of its offering of $2.0 billion in aggregate principal amount of senior notes in three tranches with varying maturities as set forth below (collectively, the “Notes”).

• $400 million aggregate principal amount of 2.50% senior notes due 2018 (the “2018 Notes”)

• $700 million aggregate principal amount of 3.30% senior notes due 2020 (the “2020 Notes”)

• $900 million aggregate principal amount of 4.40% senior notes due 2026 (the “2026 Notes”)

The Notes were issued in a private placement transaction pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The offering is expected to close on August 18, 2015, subject to customary closing conditions.

Interest on the 2018 Notes and the 2026 Notes is payable semi-annually in cash in arrears on February 15 and August 15 of each year, beginning on February 15, 2016. Interest on the 2020 Notes is payable semi-annually in cash in arrears on February 14 and August 14 of each year, beginning on February 14, 2016. The Notes will be guaranteed by the Company’s subsidiary Standard & Poor’s Financial Services LLC.

The Company intends to use the net proceeds from the offering to finance the previously announced acquisition of SNL Financial LC and for general corporate purposes.

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 under the Securities Act, the Company is filing as Exhibit 99.1 hereto the press release dated August 13, 2015.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated August 13, 2015 announcing the pricing of the 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 hereunto duly authorized.

Date: August 13, 2015	By:	/s/ Scott L. Bennett
		Name:	Scott L. Bennett
		Title:	Senior Vice President, Associate General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Exhibit Description
99.1	Press release dated August 13, 2015 announcing the pricing of the offering of the Notes

EX-99.1

Exhibit 99.1

McGraw Hill Financial Announces Pricing of Senior Notes

NEW YORK, August 13, 2015 /PRNewswire/ – McGraw Hill Financial, Inc. (NYSE: MHFI) (the “Company”) today announced the pricing of its offering of $2.0 billion in aggregate principal amount of senior notes issued in three tranches with varying maturities as set forth below (collectively, the “Notes”).

• $400 million aggregate principal amount of 2.50% senior notes due 2018 (the “2018 Notes”)

• $700 million aggregate principal amount of 3.30% senior notes due 2020 (the “2020 Notes”)

• $900 million aggregate principal amount of 4.40% senior notes due 2026 (the “2026 Notes”)

The Notes were issued in a private placement transaction pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The offering is expected to close on August 18, 2015, subject to customary closing conditions.

Interest on the 2018 Notes and the 2026 Notes is payable semi-annually in cash in arrears on February 15 and August 15 of each year, beginning on February 15, 2016. Interest on the 2020 Notes is payable semi-annually in cash in arrears on February 14 and August 14 of each year, beginning on February 14, 2016. The Notes will be guaranteed by the Company’s subsidiary Standard & Poor’s Financial Services LLC.

The Company intends to use the net proceeds from the offering to finance the previously announced acquisition of SNL Financial LC and for general corporate purposes.

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 Securities Act 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.

About McGraw Hill Financial: McGraw Hill Financial is a leading financial intelligence company providing the global capital and commodity markets with independent benchmarks, credit ratings, portfolio and enterprise risk solutions, and analytics. The Company’s iconic brands include Standard & Poor’s Ratings Services, S&P Capital IQ, S&P Dow Jones Indices, Platts, CRISIL, and J.D. Power. The Company has approximately 17,000 employees in 30 countries.

Forward-Looking Statements: This press release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this press release and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in the Company’s business strategies and methods of generating revenue; the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; the Company’s effective tax rates; and the Company’s cost structure, dividend policy, cash flows or liquidity.

Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:

• the impact of the acquisition of SNL Financial, including the impact on the Company’s results of operations; any failure to successfully integrate SNL Financial into the Company’s operations and generate anticipated synergies and other cost savings; any failure to attract and retain key employees to execute SNL Financial’s growth strategy; and any failure to realize the intended tax benefits of the acquisition;

• the Company’s ability to obtain the requisite regulatory approvals and to satisfy the other conditions to complete the SNL Financial acquisition; the Company’s ability to obtain sufficient debt to finance the acquisition on favorable terms; the risk of litigation, competitive responses, or unexpected costs, charges or expenses resulting from or relating to the acquisition; and any disruption to the business of the Company or SNL Financial due to the announcement or completion of the acquisition or any transaction-related uncertainty;

• the rapidly evolving regulatory environment, in the United States and abroad, affecting Standard & Poor’s Ratings Services, Platts, S&P Dow Jones Indices, S&P Capital IQ, SNL Financial and the Company’s other businesses, including new and amended regulations and the Company’s compliance therewith;

• the outcome of litigation, government and regulatory proceedings, investigations and inquiries;

• worldwide economic, financial, political and regulatory conditions;

• the health of debt and equity markets, including credit quality and spreads, the level of liquidity and future debt issuances;

• the level of interest rates and the strength of the credit and capital markets in the United States and abroad;

• the demand and market for credit ratings in and across the sectors and geographies where the Company operates;

• concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings;

• the Company’s ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, and the potential of a system or network disruption that results in regulatory penalties, remedial costs or improper disclosure of confidential information or data;

• the effect of competitive products and pricing;

• consolidation in the Company’s end-customer markets;

• the impact of cost-cutting pressures across the financial services industry;

• a decline in the demand for credit risk management tools by financial institutions;

• the level of success of new product developments and global expansion;

• the level of merger and acquisition activity in the United States and abroad;

• the volatility of the energy marketplace;

• the health of the commodities markets;

• the impact of cost-cutting pressures and reduced trading in oil and other commodities markets;

• the strength and performance of the domestic and international automotive markets;

• the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange rates;

• the level of restructuring charges the Company incurs;

• the level of the Company’s capital investments;

• the level of the Company’s future cash flows;

• the Company’s ability to make acquisitions and dispositions and to integrate, and realize expected synergies, savings or benefits from the businesses it acquires;

• the Company’s ability to successfully recover should it experience a disaster or other business continuity problem from a hurricane, flood, earthquake, terrorist attack, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event;

• changes in applicable tax or accounting requirements; and

• the Company’s exposure to potential criminal sanctions or civil penalties if it fails to comply with foreign and U.S. laws and regulations that are applicable in the domestic and international jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia, Sudan and Syria, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions.

The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as required by applicable law. Further information

about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the SEC, including the “Risk Factors” section in the Company’s most recently filed Annual Report on Form 10-K and any subsequently filed Quarterly Report on Form 10-Q.

Contacts:

Jason Feuchtwanger

Director, Corporate Media Relations

(212) 438-1247 (office)

(347) 419-4169 (cell)

Jason.feuchtwanger@mhfi.com

Chip Merritt

Vice President, Investor Relations

(212) 438-4321

chip.merritt@mhfi.com