s&p ihs merger presentation

S&P Global and IHS Markit to Merge in All-Stock Transaction Valuing IHS Markit at $44 Billion, Powering the Markets of the Future

- Joins Two World-Class Organizations with Unique, Highly Complementary Assets to Enhance Customer Value Proposition

- Combined Company to Benefit from Increased Scale and Mix Across Core Markets with Attractive Growth Adjacencies

- Expected to be Accretive to Earnings by the End of the Second Full Year Post-Closing with ~$480 Million of Annual Run-Rate Cost Synergies and ~$350 Million of Revenue Synergies

- Pro Forma Company to Target Capital Return of at Least 85% of Free Cash Flow

- Companies to Host Conference Call Today at 8:15 a.m. ET / 1:15 p.m. GMT

News provided by

Nov 30, 2020, 06:00 ET

Share this article

NEW YORK and LONDON , Nov. 30, 2020 /PRNewswire/ -- S&P Global (NYSE: SPGI ) and IHS Markit (NYSE: INFO ) today announced they have entered into a definitive merger agreement to combine in an all-stock transaction which values IHS Markit at an enterprise value of $44 billion , including $4.8 billion of net debt. The transaction brings together two world-class organizations, a unique portfolio of highly complementary assets in attractive markets and cutting-edge innovation and technology capability to accelerate growth and enhance value creation.

Under the terms of the merger agreement, which has been unanimously approved by the Boards of Directors of both companies, each share of IHS Markit common stock will be exchanged for a fixed ratio of 0.2838 shares of S&P Global common stock. Upon completion of the transaction, current S&P Global shareholders will own approximately 67.75% of the combined company on a fully diluted basis, while IHS Markit shareholders will own approximately 32.25%.

S&P Global and IHS Markit's unique and highly complementary assets will leverage cutting-edge innovation and technology capability, including Kensho and the IHS Markit Data Lake, to enhance the customer value proposition and provide the intelligence customers need to make decisions with conviction. Serving a global customer base across financial information and services, ratings, indices, commodities and energy, and transportation and engineering, the pro forma company will provide differentiated solutions important to the workflows of many of the world's leading companies.

The transaction creates a pro forma company with increased scale, world-class products in core markets and strong joint offerings in high-growth adjacencies, including private assets, small and medium enterprises ("SME"), counterparty risk management, supply chain and trade and alternative data. Combined, the two companies will provide comprehensive solutions across data, platforms, benchmarks and analytics in ESG, climate and energy transition.

Douglas Peterson , President and Chief Executive Officer of S&P Global, will serve as CEO of the combined company. Lance Uggla , Chairman and Chief Executive Officer of IHS Markit, will stay on as a special advisor to the company for one year following closing.

"Through this exciting combination, we are able to better serve our markets and customers by creating new value and insights," said Mr. Peterson. "This merger increases scale while rounding out our combined capabilities, and accelerates and amplifies our ability to deliver customers the essential intelligence needed to make decisions with conviction. We are confident that the strengths of S&P Global and IHS Markit will enable meaningful growth and create attractive value for all stakeholders. We have been impressed by the IHS Markit team and look forward to welcoming the talented IHS Markit employees to S&P Global."

"This transaction is a win for both IHS Markit and S&P Global as we leverage our respective strengths in information, data science, research and benchmarks," said Mr. Uggla. "Our highly complementary products will deliver a broader set of offerings across multiple verticals for the benefit of our customers, employees and shareholders. Our cultures are well aligned, and the combined company will provide greater career opportunities for employees. We look forward to bringing together our teams to realize the potential of this combination."

Strategic Rationale – Powering the Markets of the Future

• Greater scale and business mix : The transaction creates a combined business with increased scale and world-class products in core market segments. The combined company will have balanced earnings across major industry segments and a resilient portfolio, providing additional financial flexibility to pursue value-creating opportunities.
• Creates strong offerings in high-growth adjacencies: The combined company will be differentiated in attractive high-growth adjacencies, including ESG, climate and energy transition, private assets and SME, counterparty risk management, supply chain and trade, and alternative data, which together represent $20 billion of total addressable market, growing at least 10% annually. As part of its ongoing commitment to remain on the cutting edge of technology and innovation, the combined company will continue to deploy well above $1 billion annually on technology.
• Increased customer value proposition: The transaction brings together both companies' customer-first cultures and broadens their combined reach across client segments, workflows and use cases. The pro forma organization will serve diverse customer segments across financial services, corporates and governments with differentiated data and intelligence, including the potential to link and create novel insights from new data set combinations. S&P Global and IHS Markit's complementary product portfolios are expected to enable the combined company to serve new and expanded customer use cases in existing and new geographies.
• Best-in-Class talent: The combined company will benefit from two best-in-class workforces with deep expertise and strong, complementary cultures focused on serving the global needs of customers. As a single organization, the collective workforce will benefit from expanded opportunities for career development and growth.

Financial Benefits – Strong Financial Profile and Outlook

• Enhanced growth profile: The pro forma company will have 76% recurring revenue and expects to realize 6.5-8.0% annual organic revenue growth in 2022 and 2023, balanced across major industry segments.
• Increased profitability: The combined company will target 200 basis points of annual EBITA margin expansion.
• Attractive synergy opportunities and earnings accretion: The transaction is expected to be accretive to earnings by the end of the second full year post-closing. The combined company expects to deliver annual run-rate cost synergies of approximately $480 million , with approximately $390 million of those expected by the end of the second year post-closing, and $350 million in run-rate revenue synergies for an expected total run-rate EBITA impact of approximately $680 million by the end of the fifth full year after closing.  
• Maintains strong balance sheet to pursue further growth: The combined company is expected to maintain a strong balance sheet and credit profile, with pro forma annual revenue of more than $11.6 billion . S&P Global intends to maintain a prudent and flexible capital structure and will target leverage of 2.0-2.5x EBITA, on an agency-adjusted basis.
• Enhanced free cash flow generation to support attractive capital return: The combined company expects to generate annual free cash flow exceeding $5 billion by 2023, with a targeted dividend payout ratio of 20-30% of adjusted diluted EPS and a targeted total capital return of at least 85% of free cash flow between dividends and share repurchases. Both companies expect to maintain their current dividend policies until the close of the transaction.

Management and Board

Following closing, the Company will be headquartered in New York with a substantial presence in key global markets across North America , Latin America , EMEA and Asia Pacific .

The combined company is committed to retaining a strong, highly qualified and diverse Board that has the appropriate skills, knowledge and experience to oversee the company and its long-term strategic growth and performance. The combined company's Board of Directors will include the current S&P Global Board of Directors and four directors from the IHS Markit Board. Richard Thornburgh , current Chairman of S&P Global, will serve as Chairman of the combined company.

The leadership team will comprise senior leaders from both organizations. Ewout Steenbergen , Executive Vice President and Chief Financial Officer of S&P Global, will serve as Chief Financial Officer of the combined company.

The transition and integration of the combined company will be led by executives from both S&P Global and IHS Markit. The approach to integration planning will draw from the best practices of both companies to ensure continuity for customers, employees and other stakeholders.

Timing and Approvals

The transaction is expected to close in the second half of 2021, subject to, among other things, the expiration or termination of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, other antitrust and regulatory approvals, and other customary closing conditions. The transaction requires the approval of shareholders of both S&P Global and IHS Markit and is not subject to any financing conditions.

Advisors Goldman, Sachs & Co. LLC is serving as lead financial advisor to S&P Global. Citi and Credit Suisse are also serving as financial advisors to S&P Global. Wachtell, Lipton, Rosen & Katz is serving as legal advisor to S&P Global. Morgan Stanley & Co. LLC is serving as lead financial advisor to IHS Markit. Barclays, Jefferies LLC and J.P. Morgan Securities LLC are also serving as financial advisors to IHS Markit. Davis Polk & Wardwell LLP is serving as legal advisor to IHS Markit.

Conference Call Details The companies will hold a joint conference call today, November 30, 2020 , at 8:15 a.m. EST / 1:15 p.m. GMT to discuss the details of this transaction. Additional information presented on the conference call may be made available on the Companies' Investor Relations Websites at http://investor.spglobal.com and http://investor.ihsmarkit.com .

Webcast Instructions :  The Webcast (audio and slides) will be available live and as an archived replay through S&P Global's Investor Relations website at http://investor.spglobal.com/Investor-Presentations  and IHS Markit's Investor Relations website at https://investor.ihsmarkit.com . (Please copy and paste URL into Web browser.) The archived replay will be available beginning two hours after the conclusion of the live call and will remain available for one year.

Telephone Instructions :  The call begins at 8:15 a.m. EST . Please connect 10 minutes prior.

For callers in the U.S.:  (888) 603-9623 For callers outside the U.S.:  +1 (630) 395-0220 (long-distance charges will apply) The numeric passcode is 589 7344

The recorded telephone replay will be available approximately two hours after the meeting concludes and will remain available until December 30, 2020 .

For callers in the U.S.:  (888) 566-0708 For callers outside the U.S.:  +1 (203) 369-3622 (long-distance charges will apply). No passcode is required.

About S&P Global S&P Global (NYSE: SPGI ) is the world's foremost provider of credit ratings, benchmarks and analytics in the global capital and commodity markets, offering ESG solutions, deep data and insights on critical business factors. We've been providing essential intelligence that unlocks opportunity, fosters growth and accelerates progress for more than 160 years. Our divisions include S&P Global Ratings, S&P Global Market Intelligence, S&P Dow Jones Indices and S&P Global Platts. For more information, visit www.spglobal.com .

About IHS Markit IHS Markit (NYSE: 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 business and government customers, including 80 percent of the Fortune Global 500 and the world's leading financial institutions. Headquartered in London , IHS Markit is committed to sustainable, profitable growth. For more information, visit www.ihsmarkit.com .

Forward-Looking Statements This document contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and projections about future business and operating results, the industry and markets in which S&P Global Inc. ("S&P Global") and IHS Markit Ltd. ("IHS Markit") operate and beliefs of and assumptions made by S&P Global management and IHS Markit management, involve uncertainties that could significantly affect the financial or operating results of S&P Global, IHS Markit or the combined company. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," "will, " "should," "may," "projects," "could," "would," "target," "estimates" or variations of such words and other similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words.  Such forward-looking statements include, but are not limited to, projections of earnings, statements of plans for future operations or expected revenues, statements about the benefits of the transaction involving S&P Global and IHS Markit, including future financial and operating results and cost and revenue synergies, the combined company's plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to creating value for shareholders, benefits of the proposed transaction to shareholders, employees, customers and other constituents of the combined company, the outcome of contingencies, future actions by regulators, changes in business strategies and methods of generating revenue, the development and performance of each company's services and products, integrating our companies, cost savings, the expected timetable for completing the proposed transaction, general conditions in the geographic areas where we operate and our respective effective tax rates, cost structure, dividend policy, cash flows or liquidity — are forward-looking statements. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in such forward-looking statements.  We can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with: (i) the satisfaction of the conditions precedent to consummation of the proposed transaction, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; (ii) the ability of S&P Global and IHS Markit to obtain shareholder approval for the proposed transaction; (iii) uncertainty relating to the impact of the proposed transaction on the businesses of S&P Global and IHS Markit, including potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction and changes to existing business relationships during the pendency of the acquisition that could affect S&P Global's and/or IHS Markit's financial performance; (iv) the ability of S&P Global to successfully integrate IHS Markit's operations and retain and hire key personnel; (v) the ability of S&P Global to implement its plans, forecasts and other expectations with respect to IHS Markit's business after the consummation of the proposed transaction and realize expected synergies; (vi) business disruption following the proposed transaction; (vii) economic, financial, political and regulatory conditions, in the United States and elsewhere, and other factors that contribute to uncertainty and volatility, including the upcoming U.S. presidential transition, the United Kingdom's withdrawal from the European Union, natural and man-made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID-19) pandemic (the "COVID-19 pandemic")), geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes associated with the current or subsequent U.S. administration; (viii) the ability of S&P Global and IHS Markit to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber -attack, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions such as the COVID-19 pandemic; (ix) the impact of public health crises, such as pandemics (including the COVID-19 pandemic) and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets, including any quarantine, "shelter in place," "stay at home," workforce reduction, social distancing, shut down or similar actions and policies; (x) the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; (xi) changes in debt and equity markets, including credit quality and spreads; (xii) demand for investment products that track indices and assessments, and trading volumes of certain exchange-traded derivatives; (xiii) changes in financial markets, capital, credit and commodities markets and interest rates; (xiv) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xv) the parties' ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; and (xvi) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (the "SEC") by S&P Global and IHS Markit from time to time, including those discussed under the heading "Risk Factors" in their respective most recently filed Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q. While the list of factors presented here is considered representative, this list should not be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on S&P Global's or IHS Markit's consolidated financial condition, results of operations, credit rating or liquidity. Except to the extent required by applicable law or regulation, each of S&P Global and IHS Markit disclaims any duty to update any forward-looking statements contained in this communication or to otherwise update any of the above-referenced factors.

No Offer or Solicitation This document is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Information About the Transaction and Where to Find It In connection with the proposed transaction, S&P Global and IHS Markit will file relevant materials with the SEC, including a registration statement on Form S-4 filed by S&P Global to register the shares of S&P Global common stock to be issued in connection with the proposed transaction. The registration statement will include a joint proxy statement/prospectus which will be sent to the shareholders of S&P Global and IHS Markit seeking their approval of their respective transaction-related proposals.  INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4 AND THE RELATED JOINT PROXY STATEMENT/PROSPECTUS, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT S&P GLOBAL, IHS MARKIT AND THE PROPOSED TRANSACTION. 

Investors and security holders may obtain copies of these documents free of charge through the website maintained by the SEC at www.sec.gov or from S&P Global at its website, or from IHS Markit at its website.  Documents filed with the SEC by S&P Global will be available free of charge by accessing S&P Global's website at www.spglobal.com under the heading Investor Relations, or, alternatively, by directing a request by telephone to 866-436-8502 (domestic callers) or 212-438-2192 (international callers) or by mail to S&P Global at Investor Relations, S&P Global Inc., 55 Water Street, New York, NY 10041, and documents filed with the SEC by IHS Markit will be available free of charge by accessing IHS Markit's website at www.ihsmarkit.com under the heading Investor Relations or, alternatively, by directing a request by telephone to 303-790-0600 or by mail to IHS Markit at IHS Markit Investor Relations and Corporate Communications, 15 Inverness Way East, Englewood, CO 80112.

Participants in the Solicitation S&P Global, IHS Markit and certain of their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the shareholders of S&P Global and IHS Markit in respect of the proposed transaction under the rules of the SEC.  Information about IHS Markit's directors and executive officers is available in IHS Markit's Form 10-K for the year ended November 30, 2019 , proxy statement dated February 28, 2020 for its 2020 Annual General Meeting of Shareholders, and certain of its Current Reports on Form 8-K. Information about S&P Global's directors and executive officers is available in S&P Global's Form 10-K for the year ended December 31, 2019 , proxy statement dated March 30, 2020 for its 2020 Annual Meeting of Shareholders, and certain of its Current Reports on Form 8-K. Additional information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the transaction when they become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from S&P Global or IHS Markit using the sources indicated above.

Investor Relations:

S&P Global Chip Merritt Senior Vice President, Investor Relations (212) 438 4321 [email protected] http://investor.spglobal.com

IHS Markit Eric Boyer Senior Vice President, Investor Relations IHS Markit (303) 397 2969 [email protected] http://investor.ihsmarkit.com/  

News Media:

S&P Global Dave Guarino Chief Communications Officer (201) 755 5334 [email protected]

Ed Trissel / Tim Ragones Joele Frank , Wilkinson Brimmer Katcher (212) 355-4449

IHS Markit Sebastian Kadritzke [email protected] +44-7939-227-676

SOURCE S&P Global

Related Links

https://www.spglobal.com/en/

Modal title

Also from this source.

S&P Global Completes Sale of Fincentric

S&P Global (NYSE: SPGI) today announced that it has completed the sale of its Fincentric business to Stellex Capital Management, a global private...

S&P Global Reports Second Quarter Results

S&P Global (NYSE: SPGI) today reported second quarter 2024 results. The Company's earnings release and supplemental materials are available at...

Banking & Financial Services

Computer & Electronics

Financial Technology

• S&P Global-stock
• News for S&P Global

S&P Global Completes Merger with IHS Markit, Creating a Global Leader to Power the Markets of the Future

NEW YORK , Feb. 28, 2022 /PRNewswire/ -- S&P Global (NYSE: SPGI) ("S&P Global" or the "Company") and IHS Markit earlier today announced the completion of their approximately $140 billion 1 merger, creating a leading information services provider with a unique portfolio of highly complementary assets. With the transaction completed, S&P Global will offer an enhanced value proposition for our global customer base across data & analytics, ratings, benchmarks, indices, commodities & energy, transportation, and engineering. These products allow us to better serve our customers with a broader and deeper portfolio of unique solutions and increased scale. Together, the merged company will focus on accelerating growth and creating unparalleled value for all stakeholders. We also completed the sale of IHS Markit's OPIS, Coal, Metals and Mining, and PetrochemWire business to News Corporation today.

Douglas L. Peterson , President and Chief Executive Officer of S&P Global, said, "Today's announcement marks the successful unification of two great companies that will be stronger together as a combined company. Our merger unites a unique collection of innovative assets and technology capabilities from two world-class organizations to benefit our people, our customers and our shareholders. Our combined strengths in credit and risk management, indices across multiple asset classes, private markets, ESG and energy transition data and analytics will accelerate the growth of our business and broaden the scope of services we can provide to the markets. I am excited by the exceptional prospects for the future of our Company and honored to lead our expanded organization."

S&P Global will comprise six operating divisions upon close:

• S&P Global Market Intelligence  led by Adam Kansler
• S&P Global Ratings  led by Martina Cheung
• S&P Global Commodity Insights  led by Saugata Saha
• S&P Global Mobility  led by Edouard Tavernier
• S&P Dow Jones Indices  led by Dan Draper
• S&P Global Engineering Solutions  led by Ewout Steenbergen (in addition to ongoing role as CFO)

The combined company will have a strengthened financial profile, with its divisions poised to deliver:

• 2022 guidance:  The Company is initiating 2022 guidance with GAAP projected revenue growth of over 40%, margin expansion of approximately 260 basis points, and a diluted EPS range of $13.40 to $13.60 . Adjusted projected revenue growth in the mid-single-digits, margin expansion of approximately 130 basis points, and an adjusted diluted EPS range of $13.30 to $13.50 , an increase of ~14% at the mid-point over the pro-forma figure for 2021 (see the Company's Current Report on Form 8K filed on February 28, 2022 which contains exhibits for pro forma combined operating results and related reconciliations).
• Enhanced growth : With S&P Global's differentiated capabilities in its core segments, as well as high-growth adjacencies, the Company expects to realize 6.5-8.0% annual organic revenue CAGR on average through 2023, balanced across major industry segments.
• Increased profitability : The Company will target 200 basis points of annual EBITA margin expansion on average through 2023.
• Attractive synergies and earnings accretion post-close : S&P Global expects the merger to be accretive to earnings by the end of 2023. The Company expects to deliver annual cost synergies of approximately $600 million , with ~80% of those expected in 2023, and approximately $350 million in annual revenue synergies for an expected total run-rate EBITA impact of ~$810 million in 2026.
• Strong balance sheet to pursue further growth : S&P Global expects to maintain a strong balance sheet and credit profile. The Company intends to maintain a prudent and flexible capital structure and will target a leverage ratio of 2.0-2.5x adjusted gross debt to adjusted EBITA.
• Improved free cash flow generation to support attractive capital return : S&P Global expects to generate annual free cash flow exceeding $5 billion in 2023 with a targeted dividend payout ratio of 20-30% of adjusted diluted EPS and a targeted total capital return of at least 85% of free cash flow between dividends and share repurchases.

In 2022, the Company intends to repurchase $12 billion of S&P Global common stock through accelerated share repurchases (ASRs). In the coming days the Company expects to launch an initial tranche of the ASR in the amount of $7 billion , to be completed in early August 2022 .

The total number of shares ultimately repurchased under the program will be determined upon final settlement and will be based on a discount to the volume-weighted average price of S&P Global's common stock during the ASR period. Approximately 85 percent of the shares to be repurchased under the first tranche transaction will be received and canceled by S&P Global shortly after the launch of the ASR.

The Board of Directors of S&P Global today approved a 10.4% increase in the regular quarterly cash dividend on the Company's common stock over the prior quarter.  The quarterly dividend will increase from $0.77 to $0.85 per share in the second quarter. The dividend of $0.85 is payable on June 10, 2022 , to shareholders of record on May 27, 2022 .

The Company plans to issue new senior notes of various maturities, in an aggregate principal amount up to $6 billion , portions of which we expect to use to refinance existing debt. The Company plans to bring its gross leverage ratio in-line with the target range of 2.0x to 2.5x as a result of these financings. The upcoming financing will include S&P Global's inaugural sustainability-linked bond, following its sustainability-linked revolver last year, both firsts in the industry.

Board Appointments

As previously announced , Jacques Esculier , Gay Huey Evans , Robert P. Kelly and Deborah Doyle McWhinney  are joining the S&P Global Board of Directors, expanding the size of the Board from 13 to 17. Mr. Esculier, Ms. Huey Evans , Mr. Kelly and Ms. McWhinney each served on the IHS Markit Board of Directors until the closing of the transaction. All four new directors bring significant experience and valuable skills relevant to the S&P Global business.

(1) Based on Enterprise Value

Conference Call/Webcast Details:   The Company's senior management will discuss the merger on an investor call scheduled for March 1, 2022 , at 8:00 a.m. ET .  Additional information presented on the conference call may be made available on the Company's Investor Relations Website at https://investor.spglobal.com .

The Webcast will be available live and in replay at https://investor.spglobal.com/investor-presentations .  (Please copy and paste URL into Web browser.)

Telephone access is available. U.S. participants may call (888) 603-9623; international participants may call +1 (630) 395-0220 (long-distance charges will apply). The passcode is "S&P Global" and the conference leader is Douglas Peterson . A recorded telephone replay will be available approximately two hours after the meeting concludes and will remain available until April 1, 2022 . U.S. participants may call (866) 360-8712; international participants may call +1 (203) 369-0180 (long-distance charges will apply). No passcode is required.

Comparison of Adjusted Information to U.S. GAAP Information :  This press release includes adjusted financial measures that are derived from the Company's continuing operations. These non-GAAP financial measures are in addition to, and not a substitute for or superior to, measures of financial performance prepared in accordance with U.S. GAAP. This non-GAAP information is provided in order to allow investors to make meaningful comparisons of the Company's operating performance between periods and to view the Company's business from the same perspective as Company management.

The Company's non-GAAP measures include adjustments that reflect how management views our businesses. The Company believes these non-GAAP financial measures provide useful supplemental information that, in the case of non-GAAP financial measures other than free cash flow, enables investors to better compare the Company's performance across periods, and management also uses these measures internally to assess the operating performance of its business, to assess performance for employee compensation purposes and to decide how to allocate resources. The Company believes that the presentation of free cash flow allows investors to evaluate the cash generated from our underlying operations in a manner similar to the method used by management and that such measures are useful in evaluating the cash available to us to prepay debt, make strategic acquisitions and investments, and repurchase stock. However, investors should not consider any of these non-GAAP measures in isolation from, or as a substitute for, the GAAP financial information that the Company reports.

The Company's Current Report on Form 8-K filed on February 28, 2022 contains exhibits that reconcile the differences between the non-GAAP measures and comparable financial measures calculated in accordance with U.S. GAAP. Such exhibits are available on the Company's website at https://investor.spglobal.com/sec-filings-reports/10-qs-10-ks-other-filings/ . Reconciliations of certain forward looking non-GAAP financial measures to comparable GAAP measures are not available due to the challenges and impracticability with estimating some of the items. The Company is not able to provide reconciliations of such forward looking non-GAAP financial measures because certain items required for such reconciliations are outside of the Company's control and/or cannot be reasonably predicted. Because of those challenges, reconciliations of such forward looking non-GAAP financial measures are not available without unreasonable effort.

Forward-Looking Statements:

This press release contains "forward-looking statements," as defined in the Private Securities Litigation Reform Act of 1995.  These statements, including statements about COVID-19 and the completed merger (the "Merger") between a subsidiary of the Company and IHS Markit Ltd. ("IHS Markit"), which express management's current views concerning future events, trends, contingencies or results, appear at various places in this presentation 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:

• worldwide economic, financial, political and regulatory conditions, and factors that contribute to uncertainty and volatility, natural and man-made disasters, civil unrest, pandemics (e.g., COVID-19 and its variants), geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes;
• uncertainty relating to the impact of the Merger, divestitures and liability management transactions on the business of the Company, including potential adverse reactions or changes to the market price of the Company's common stock resulting from the completion of the Merger and changes to existing business relationships and increased cyber risks that could affect the Company's financial performance;
• the ability of the Company to successfully integrate IHS Markit's operations and retain and hire key personnel of both companies;
• the ability of the Company to retain customers and to implement its plans, forecasts and other expectations with respect to IHS Markit's business after the consummation of the Merger and realize expected synergies;
• business disruption that could arise following the Merger;
• the Company's ability to meet expectations regarding the accounting and tax treatments of the Merger;
• 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, data breach, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions such as the ongoing COVID-19 pandemic;
• the Company's ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, and the potential for a system or network disruption that results in regulatory penalties and remedial costs or improper disclosure of confidential information or data;
• the outcome of litigation, government and regulatory proceedings, investigations and inquiries;
• the health of debt and equity markets, including credit quality and spreads, the level of liquidity and future debt issuances, demand for investment products that track indices and assessments and trading volumes of certain exchange traded derivatives;
• 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, benchmarks and indices;
• the effect of competitive products and pricing, including the level of success of new product developments and global expansion;
• the Company's exposure to potential criminal sanctions or civil penalties for noncompliance 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 , Syria and Venezuela , 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 continuously evolving regulatory environment, in Europe , the United States and elsewhere around the globe, affecting S&P Global Market Intelligence, S&P Global Ratings, S&P Global Commodity Insights, S&P Global Mobility, S&P Dow Jones Indices, S&P Global Engineering Solutions and the products those business divisions offer including our ESG products, and the Company's compliance therewith;
• the Company's ability to make acquisitions and dispositions and successfully integrate the businesses we acquire;
• consolidation in the Company's end-customer markets;
• the introduction of competing products or technologies by other companies;
• the impact of customer cost-cutting pressures, including in the financial services industry and the commodities markets;
• a decline in the demand for credit risk management tools by financial institutions;
• the level of merger and acquisition activity in the United States and abroad;
• the volatility and health of the energy and commodities markets;
• our ability to attract, incentivize and retain key employees, especially in today's competitive business environment;
• the level of the Company's future cash flows and capital investments;
• the impact on the Company's revenue and net income caused by fluctuations in foreign currency exchange rates;
• the Company's ability to adjust to changes in European and United Kingdom markets following the United Kingdom's departure from the European Union, and the impact of such departure on our credit rating activities and other offerings in the European Union and United Kingdom ; and
• the impact of changes in applicable tax or accounting requirements on the Company.

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 Item 1A, Risk Factors, in our most recently filed Annual Report on Form 10-K.

About S&P Global

S&P Global (NYSE: SPGI) provides essential intelligence. We enable governments, businesses and individuals with the right data, expertise and connected technology so that they can make decisions with conviction. From helping our customers assess new investments to guiding them through ESG and energy transition across supply chains, we unlock new opportunities, solve challenges and accelerate progress for the world.

We are widely sought after by many of the world's leading organizations to provide credit ratings, benchmarks, analytics and workflow solutions in the global capital, commodity and automotive markets. With every one of our offerings, we help the world's leading organizations plan for tomorrow, today. For more information, visit www.spglobal.com .

Investor Relations :

Mark Grant Tel: +1 347 640 1521 [email protected] 

Ola Fadahunsi Tel: +1 212 438 2296 [email protected]  

Christopher Krantz +44 (0) 20 7176 0060 [email protected]

SOURCE S&P Global

S&P Global News MORE

Related Stocks

• S&P Dow Jones Indices
• S&P Global Market Intelligence
• S&P Global Mobility
• S&P Global Commodity Insights
• S&P Global Ratings
• S&P Global Sustainable1
• Investor Relations Overview
• Investor Presentations
• Investor Fact Book
• News Releases
• Quarterly Earnings
• SEC Filings & Reports
• Executive Committee
• Corporate Governance
• Merger Information
• Stock & Dividends
• Shareholder Services
• Contact Investor Relations
• Email Subscription Center
• Media Center

Customer Questions

The merger of S&P Global and IHS Markit closed on February 28, 2022. You can read our press release here.

On a call to analysts, S&P Global President and CEO Douglas Peterson said, "We looked at how we could leapfrog and accelerate and actually be transformative with the data and analytics we provide to our customers in all the spaces that we see as the fastest growth areas. We identified IHS Markit as a partner. Across the board, the opportunities are really fantastic."

The Market Intelligence division of S&P Global has merged with the Financial Services business of IHS Markit. The new division remains named S&P Global Market Intelligence but its suite of offerings has expanded to include those of Financial Services.

Yes, S&P Global divested CUSIP Global Services and its Leveraged Commentary and Data (LCD) business, as well as a related family of leveraged loan indices. 

The companies also agreed to divest IHS Markit's Oil Price Information Services (OPIS), Coal, Metals and Mining (CMM), PetroChem Wire (PCW), and base chemicals businesses. 

We are committed to ensuring these divestitures do not lead to a disruption in your subscriptions to these services. 

Whether you operate in public or private markets, we partner with you to design and service end-to-end data and software solutions so you can move forward with confidence.

Data and Analytics – We help you uncover insights from our unrivaled breadth and depth of data: from comprehensive fundamentals to sector-specific performance metrics, M&A to credit risk, traditional to alternative, plus expert news, forecasts, and analytics. Enterprise Technology – Our technologies power processes across your firm. Through a combination of leading-edge technology and a keen eye on the ever-changing markets, we help customers apply the power of innovation to financial decision-making. Expertise and Advisory – With a deep understanding of our customers’ needs, we stand alongside you to help solve your most complex business challenges. We provide world-class insights and outsourced and managed services that reduce operation costs, accelerate workflows, mitigate risk, and enhance reporting accuracy.

S&P Global is dedicated to keeping our customers at the center of everything we do. Throughout the transition, we are committed to making your experience as seamless as possible, with no disruption to your service or product access.

In short, yes. Outside of the businesses we divested prior to close, we remain committed to the products and managed services we delivered to our customers prior to closing this deal, and we will continue to invest in them as new technology and customer needs evolve.

Rest assured that your products and services access will not be interrupted. Please contact your Account Team with specific questions about your account/contract.

The data, research, and productivity tools included in your current subscription remain unchanged. If you would like to explore the full suite of solutions available to you as part of our combined business, please reach out to your Account Team or visit one of these pages:

•   Data & Distribution •   ESG & Sustainability •   Issuer Solutions •   Leveraged Loans •   Capital Formation •   Private Markets •   Credit, Risk & Regulatory •   Sector Coverage •   Supply Chain

In the short term, your subscriptions to both services will remain separate as will the teams who service your account. Please contact your Account Team with specific questions about your account and/or contract.

Adam Kansler, former president of IHS Markit’s financial services business, now serves as the President of S&P Global Market Intelligence.

Adam previously served as global co-head of Markit's information division and head of North American operations. Earlier, Adam was Markit's chief administrative officer and general counsel – leading human resources, legal, corporate communications, risk, regulatory and strategic alliances. Before joining Markit in 2009, Adam spent 17 years with Proskauer LLP as a corporate partner. He holds a B.A. in economics from Hobart College and received his J.D. from Columbia University School of Law.

• S&P Global
• S&P Dow Jones Indices
• S&P Global Engineering Solutions
• S&P Global Market Intelligence
• S&P Global Mobility
• S&P Global Platts
• S&P Global Ratings
• S&P Global Sustainable1
• Investor Relations Overview
• Presentations
• Investor Fact Book
• News Releases
• Quarterly Earnings
• SEC Filings & Reports
• Operating Committee
• Stock & Dividends
• Shareholder Services
• S&P Global Commodity Insights
• Executive Committee
• Merger Information
• Media Contacts

Historical IHS Markit Investor Presentations

This page contains historical IHS Markit company information. S&P Global makes no representations or warranties with respect to the information contained herein, and takes no responsibility for supplementing, updating, or correcting any such information.

Sign Up For Alerts

• Press Overview Overview

Press Releases

• Media Contacts
• Social Media Directory

NEW YORK and LONDON , Oct. 19, 2021 / PRNewswire / -- S&P Global (NYSE: SPGI) and IHS Markit (NYSE: INFO) today provided the following update regarding the decision by the UK Competition and Markets Authority ("CMA") that the merger of S&P Global and IHS Markit does not raise potential competition concerns, except in relation to certain commodity and petrochemical price assessments in the UK.

To address the CMA's potential concerns, S&P Global and IHS Markit have previously discussed the divestiture of IHS Markit's Oil Price Information Services (OPIS); Coal, Metals and Mining; and PetroChem Wire businesses. As previously announced, the parties have agreed to a sale of these businesses to News Corp, subject to approval of relevant antitrust authorities. The companies have further discussed with the CMA the divestiture of IHS Markit's base chemicals business (comprising the Market Advisory Service and World Analysis businesses) to address any remaining concerns.

S&P Global and IHS Markit will now formally submit these remedy proposals to the CMA. The companies consider the proposed remedies sufficient to address the CMA's competition concerns and obtain clearance for their transaction in Phase 1.

The CMA will provisionally decide whether the remedy proposals are sufficient by November 2, 2021 .

About S&P Global S&P Global (NYSE: SPGI) is the world's foremost provider of credit ratings, benchmarks and analytics in the global capital and commodity markets, offering ESG solutions, deep data and insights on critical business factors. We've been providing essential intelligence that unlocks opportunity, fosters growth and accelerates progress for more than 160 years. Our divisions include S&P Global Ratings, S&P Global Market Intelligence, S&P Dow Jones Indices and S&P Global Platts. For more information, visit www.spglobal.com .

About IHS Markit IHS Markit (NYSE: 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 business and government customers, including 80 percent of the Fortune Global 500 and the world's leading financial institutions. Headquartered in London , IHS Markit is committed to sustainable, profitable growth.

Investor Relations:

IHS Markit Eric Boyer Tel: +1 303 397 2969 [email protected]

S&P Global Chip Merritt Senior Vice President, Investor Relations Tel: +1 212 438 4321 [email protected]

IHS Markit Sebastian Kadritzke Tel: +44 203 159 3283 [email protected]

S&P Global Ola Fadahunsi Tel: +1 212 438 2296 [email protected]

Forward-Looking Statements:  

This communication contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements, which are based on current expectations, estimates and projections about future business and operating results, the industry and markets in which S&P Global Inc. ("S&P Global") and IHS Markit Ltd. ("IHS Markit") operate and beliefs of and assumptions made by S&P Global management and IHS Markit management, involve uncertainties that could significantly affect the financial or operating results of S&P Global, IHS Markit or the combined company. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "will, " "should," "may," "projects," "could," "would," "target," "estimates" or variations of such words and other similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature, but not all forward-looking statements include such identifying words. Such forward-looking statements include, but are not limited to, projections of earnings, statements of plans for future operations or expected revenues, statements about the benefits of the transaction involving S&P Global and IHS Markit, including future financial and operating results and cost and revenue synergies, the combined company's plans, objectives, expectations and intentions. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to creating value for shareholders, benefits of the proposed transaction to shareholders, employees, customers and other constituents of the combined company, the outcome of contingencies, future actions by regulators, changes in business strategies and methods of generating revenue, the development and performance of each company's services and products, integrating our companies, cost savings, the expected timetable for completing the proposed transaction, general conditions in the geographic areas where we operate and our respective effective tax rates, cost structure, dividend policy, cash flows or liquidity — are forward-looking statements.

These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in such forward-looking statements. We can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. For example, these forward-looking statements could be affected by factors including, without limitation, risks associated with: (i) the satisfaction of the conditions precedent to consummation of the proposed merger between S&P Global and IHS Markit and the divesture of the OPIS, CMM and PetroChem Wire businesses, including the ability to secure regulatory approvals on the terms expected, at all or in a timely manner; (ii) uncertainty relating to the impact of the proposed merger and divestiture transaction on the businesses of S&P Global and IHS Markit, including potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction and changes to existing business relationships during the pendency of the acquisition that could affect S&P Global's and/or IHS Markit's financial performance; (iii) the ability of S&P Global to successfully integrate IHS Markit's operations and retain and hire key personnel; (iv) the ability of S&P Global to implement its plans, forecasts and other expectations with respect to IHS Markit's business after the consummation of the proposed transaction and realize expected synergies; (v) business disruption following the proposed transaction; (vi) economic, financial, political and regulatory conditions, in the United States and elsewhere, and other factors that contribute to uncertainty and volatility, including the United Kingdom's withdrawal from the European Union, natural and man-made disasters, civil unrest, pandemics (e.g., the coronavirus (COVID-19) pandemic (the "COVID-19 pandemic")), geopolitical uncertainty, and conditions that may result from legislative, regulatory, trade and policy changes associated with the current U.S. administration; (vii) the ability of S&P Global and IHS Markit to successfully recover from a disaster or other business continuity problem due to a hurricane, flood, earthquake, terrorist attack, war, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event, including the ability to function remotely during long-term disruptions such as the COVID-19 pandemic; (viii) the impact of public health crises, such as pandemics (including the COVID-19 pandemic) and epidemics and any related company or governmental policies and actions to protect the health and safety of individuals or governmental policies or actions to maintain the functioning of national or global economies and markets, including any quarantine, "shelter in place," "stay at home," workforce reduction, social distancing, shut down or similar actions and policies; (ix) the outcome of any potential litigation, government and regulatory proceedings, investigations and inquiries; (x) changes in debt and equity markets, including credit quality and spreads; (xi) demand for investment products that track indices and assessments, and trading volumes of certain exchange-traded derivatives; (xii) changes in financial markets, capital, credit and commodities markets and interest rates; (xiii) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (xiv) the parties' ability to meet expectations regarding the accounting and tax treatments of the proposed transaction; and (xv) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission (the "SEC") by S&P Global and IHS Markit from time to time, including those discussed under the heading "Risk Factors" in their respective most recently filed Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q. While the list of factors presented here is considered representative, this list should not be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on S&P Global's or IHS Markit's consolidated financial condition, results of operations, credit rating or liquidity. Except to the extent required by applicable law or regulation, each of S&P Global and IHS Markit disclaims any duty to update any forward-looking statements contained in this communication or to otherwise update any of the above-referenced factors.

SOURCE S&P Global