UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 4, 2023 (
(Exact name of Registrant as Specified in Its Charter)
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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
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| Item 8.01 | Other Events. |
On May 2, 2023, IHS Markit Ltd., a Bermuda exempted company limited by shares (“Seller”) and an indirect wholly-owned subsidiary of S&P Global Inc. (“SPGI”), completed the previously announced sale of its global engineering solutions business to Allium Buyer LLC, a Delaware limited liability company (“Purchaser”) controlled by funds affiliated with Kohlberg Kravis Roberts & Co. L.P., pursuant to a Securities and Asset Purchase Agreement, dated as of January 14, 2023, by and between Seller and Purchaser (as amended from time to time, the “Agreement”), for a purchase price of $975,000,000 in cash, subject to customary adjustments, as specified in the Agreement (the “Transaction”).
The foregoing description of the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, a copy of which was filed as Exhibit 2 to SPGI’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on April 27, 2023, and the full text of which is incorporated herein by reference.
On May 2, 2023, SPGI issued a press release announcing the completion of the Transaction. A copy of SPGI’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 2.1 | Securities and Asset Purchase Agreement, dated January 14, 2023, by and between IHS Markit Ltd. and Allium Buyer LLC (incorporated by reference to Exhibit 2 to SPGI’s Quarterly Report on Form 10-Q, filed on April 27, 2023) | |
| 99.1 | Press Release, dated May 2, 2023 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K Report to be signed on its behalf by the undersigned hereunto duly authorized.
| S&P Global Inc. | ||
| /s/ Alma Rosa Montanez | ||
| By: | Alma Rosa Montanez | |
| Assistant Corporate Secretary & Chief Corporate Counsel | ||
Dated: May 4, 2023
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