As filed with the Securities and Exchange Commission on January 8, 2021

Registration No. 333-          

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

S&P Global Inc.

(Exact name of registrant as specified in its charter)

 

 

 

New York		7320		13-1026995
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

55 Water Street

New York, New York 10041

(212) 438-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Steven J. Kemps

Executive Vice President, General Counsel

S&P Global Inc.

55 Water Street

New York, New York 10041

(212) 438-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies of all communications, including communications sent to agent for service, should be sent to:

Trevor S. Norwitz Victor Goldfeld Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000		Sari Granat Executive Vice President, Chief Administrative Officer and General Counsel IHS Markit Ltd. 4th Floor, Ropemaker Place 25 Ropemaker Street London, England EC2Y 9LY		Louis L. Goldberg H. Oliver Smith Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective and all other conditions to the proposed merger described in the enclosed joint proxy statement/prospectus have been satisfied or waived.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.   ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐ (Do not check if a smaller reporting company)		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Each Class of Securities to Be Registered		Amount to Be Registered		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $1.00 per share		122,697,881(1)		N/A		$38,523,589,316.78(2)		$4,202,923.60(3)

 

(1)

The number of shares of common stock, par value $1.00 per share, of the registrant (“S&P Global common stock”) being registered is based upon (x) the number of common shares, par value of $0.01 per share, of IHS Markit Ltd. (“IHS Markit” and such shares, the “IHS Markit shares”) issued and outstanding as of December 31, 2020, and an estimate of the maximum number of IHS Markit shares subject to IHS Markit equity awards outstanding as of such date and the maximum number of IHS Markit equity awards that are expected to be granted prior to the completion of the merger, collectively equal to 432,339,255 (which amount includes 25,219,470 IHS Markit shares held by the Markit Group Holdings Limited Employee Benefit Trust), multiplied by (y) the exchange ratio of 0.2838 shares of S&P Global common stock for each IHS Markit share.

(2)

Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the “Securities Act”), and calculated in accordance with Rules 457(c) and 457(f)(1) promulgated under the Securities Act. The proposed maximum aggregate offering price was calculated based upon the market value of IHS Markit shares in accordance with Rule 457(c) under the Securities Act as follows: the product of (a) $89.11, the average of the high and low prices per IHS Markit share on December 31, 2020, as quoted on the New York Stock Exchange and (b) 432,339,255, the estimated maximum number of IHS Markit shares (including shares underlying equity awards) that may be exchanged for the shares of S&P Global common stock being registered.

(3)	Computed in accordance with Section 6(b) of the Securities Act at a rate equal to $109.10 per $1,000,000 of the proposed maximum aggregate offering price.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

The information in this joint proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this joint proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is not permitted or would be unlawful to make any such offer or solicitation in such jurisdiction.

 

PRELIMINARY—SUBJECT TO COMPLETION—DATED JANUARY 8, 2021

 

 

To the shareholders of S&P Global Inc. (“S&P Global”) and the shareholders of IHS Markit Ltd. (“IHS Markit”)

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Shareholders:

On November 29, 2020, S&P Global Inc., a New York corporation, referred to as S&P Global, Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of S&P Global, referred to as Merger Sub, and IHS Markit Ltd., a Bermuda exempted company limited by shares, referred to as IHS Markit, entered into an Agreement and Plan of Merger, referred to as the merger agreement (as it may be amended from time to time), pursuant to which, subject to approval of S&P Global and IHS Markit shareholders and the satisfaction or waiver, in whole or in part (to the extent permitted by law), of other specified closing conditions, S&P Global and IHS Markit will combine in an all-stock merger. At the completion of the merger, Merger Sub will merge with and into IHS Markit, with IHS Markit surviving the merger and becoming a wholly owned subsidiary of S&P Global. Shares of the common stock of S&P Global and the common shares of IHS Markit are traded on the New York Stock Exchange, referred to as the NYSE, under the symbols “SPGI” and “INFO,” respectively.

If the merger is completed, each share of IHS Markit issued and outstanding (other than excluded shares and dissenting shares) will be converted into the right to receive 0.2838, referred to as the exchange ratio, fully paid and nonassessable shares of S&P Global common stock (and, if applicable, cash in lieu of fractional shares, without interest), referred to as the merger consideration, less any applicable withholding taxes. The exchange ratio is fixed and will not be adjusted to reflect any change in the market price of either S&P Global common stock or IHS Markit shares prior to the closing of the merger. The market value of the merger consideration will fluctuate with changes in the market price of S&P Global common stock. IHS Markit shareholders are advised to obtain current market quotations for S&P Global common stock and IHS Markit shares in deciding whether to vote to approve the IHS Markit merger proposal. For more details on the merger consideration, see “The Merger Agreement—Merger Consideration.”

Based on the number of IHS Markit shares and shares of S&P Global common stock expected to be issued and outstanding as of immediately prior to the completion of the merger (including shares underlying equity awards), we estimate that, immediately following completion of the merger, former holders of IHS Markit shares and equity awards will own approximately 32.25% of the common stock of the combined company and pre-merger holders of shares of S&P Global common stock and equity awards will own approximately 67.75% of the common stock of the combined company, in each case on a fully diluted basis.

Each of S&P Global and IHS Markit will hold a special meeting of their respective shareholders on [                ], 2021 to vote on the proposals necessary to complete the merger.

At the S&P Global special meeting, S&P shareholders will be asked to consider and vote on a proposal to approve the issuance of S&P Global common stock to IHS Markit shareholders in connection with the merger, referred to as the S&P Global share issuance proposal.

At the IHS Markit special meeting, IHS Markit shareholders will be asked to consider and vote on (1) a proposal to approve and adopt the merger agreement, the statutory merger agreement, and the transactions contemplated thereby, referred to as the IHS Markit merger proposal and (2) a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to named executive officers of IHS Markit in connection with the merger, referred to as the IHS Markit merger-related compensation proposal.

Additional information about each meeting, the merger and the other business to be considered by shareholders at each special meeting is contained in this joint proxy statement/prospectus. Any shareholder entitled to attend and vote at the applicable special meeting may appoint a proxy to attend and vote on such shareholder’s behalf. Such proxy need not be a holder of S&P Global common stock or IHS Markit shares. We urge you to read this joint proxy statement/prospectus and the annexes and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the “Risk Factors” section beginning on page 40.

Your vote is very important regardless of the number of shares of S&P Global common stock or IHS Markit shares that you own. The merger cannot be completed without (1) the approval and adoption of the merger agreement, the statutory merger agreement and the transactions contemplated thereby by the affirmative vote of a majority of the votes cast (via the IHS Markit special meeting website or by proxy) by holders of issued and outstanding IHS Markit shares entitled to vote at the IHS Markit special meeting and (2) the approval of the issuance of S&P Global common stock to IHS Markit shareholders in connection with the merger by the affirmative vote of a majority of the votes cast (via the S&P Global special meeting website or by proxy) by holders of outstanding shares of S&P Global common stock entitled to vote at the S&P Global special meeting, in each case assuming a quorum is present.

Whether or not you plan to attend the S&P Global special meeting or the IHS Markit special meeting, please submit your proxy as soon as possible to make sure that your shares are represented at the applicable meeting.

The S&P Global board of directors unanimously recommends that S&P Global shareholders vote “FOR” the S&P Global share issuance proposal.

The IHS Markit board of directors unanimously recommends that IHS Markit shareholders vote “FOR” the IHS Markit merger proposal and “FOR” the IHS Markit merger-related compensation proposal.

We look forward to the successful completion of the merger.

 

Sincerely,		Sincerely,
Richard E. Thornburgh		Lance Uggla
Non-Executive Chairman of the Board of Directors		Chairman and Chief Executive Officer
S&P Global Inc.		IHS Markit Ltd.
Douglas L. Peterson
President and Chief Executive Officer
S&P Global Inc.

None of the Securities and Exchange Commission, any state securities commission, the Registrar of Companies in Bermuda or the Bermuda Monetary Authority has approved or disapproved of the merger or the other transactions described in this joint proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying joint proxy statement/prospectus is dated [                ], 2021 and is first being mailed to shareholders of S&P Global and IHS Markit on or about [                ], 2021.

 

S&P Global Inc.

55 Water Street

New York, New York 10041

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To be held on [                ], 2021

Dear Fellow Shareholder:

We are pleased to invite you to attend, and notice is hereby given that S&P Global Inc., a New York corporation, referred to as S&P Global, will hold, a special meeting of its shareholders virtually via the Internet, referred to as the S&P Global special meeting, at [                ] on [                ], 2021 for the following purpose:

 

1.

Approval of the S&P Global Share Issuance. To vote on a proposal to approve the issuance of S&P Global common stock, par value $1.00 per share, to shareholders of IHS Markit Ltd., a Bermuda exempted company limited by shares, referred to as IHS Markit, in connection with the merger contemplated by the Agreement and Plan of Merger, dated as of November 29, 2020, referred to as the merger agreement, by and among S&P Global, Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares, and IHS Markit, referred to as the S&P Global share issuance proposal.

S&P Global will transact no other business at the S&P Global special meeting, except such business as may properly be brought before the S&P Global special meeting or any adjournment or postponement thereof. Please refer to the joint proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the S&P Global special meeting.

In light of the ongoing coronavirus (COVID-19) pandemic, referred to as the COVID-19 pandemic, the S&P Global special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the S&P Global special meeting online and to vote your shares electronically at the meeting by visiting [                ], referred to as the S&P Global special meeting website.

The S&P Global board of directors, referred to as the S&P Global board, has fixed the close of business on [                ], 2021 as the record date for the S&P Global special meeting, referred to as the S&P Global record date. Only S&P Global shareholders of record at that time are entitled to receive notice of, and to vote at, the S&P Global special meeting or any adjournments or postponements thereof. S&P Global is commencing its solicitation of proxies on or about [                ], 2021. S&P Global will continue to solicit proxies until the date of the S&P Global special meeting.

Completion of the merger is conditioned upon, among other things, approval of the S&P Global share issuance proposal by the S&P Global shareholders, which requires the affirmative vote of a majority of the votes cast (virtually via the S&P Global special meeting website or by proxy) by S&P shareholders entitled to vote at the S&P Global special meeting, assuming a quorum is present.

The S&P Global board unanimously adopted the merger agreement and determined that the merger agreement and the transactions contemplated by the merger agreement, including the S&P Global share issuance, are advisable and fair to and in the best interests of S&P Global and its shareholders, and unanimously recommends that S&P Global shareholders vote “FOR” the S&P Global share issuance proposal.

Your vote is very important regardless of the number of shares of S&P Global common stock that you own. The votes cast in favor of the S&P Global share issuance proposal must exceed the aggregate of votes cast against the S&P Global share issuance proposal and abstentions. Whether or not you expect to attend the S&P Global special meeting virtually via the S&P Global special meeting website, to ensure your representation at the S&P Global special meeting, we urge you to submit a proxy to vote your shares as

promptly as possible by (1) visiting the Internet site listed on the S&P Global proxy card, (2) calling the toll-free number listed on the S&P Global proxy card or (3) submitting your S&P Global proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting virtually via the S&P Global special meeting website at the S&P Global special meeting, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of S&P Global common stock who is present virtually at the S&P Global special meeting via the S&P Global special meeting website may vote at that time, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the S&P Global special meeting in the manner described in the accompanying joint proxy statement/prospectus. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by the bank, broker or other nominee. If you hold shares in the S&P Global dividend reinvestment plan or the S&P Global employee stock purchase plan, any proxy you give will also govern the voting of any shares you hold in these plans. If you hold shares through the S&P Global 401(k) and profit sharing plan, you will receive instructions on how to vote the shares you hold through the plan.

If you were a shareholder of record of S&P Global at the close of business on the S&P Global record date and wish to attend the S&P Global special meeting, you will need the 16-digit control number located on your proxy card.

If you own shares in “street name” through an account with a bank, broker or other nominee, then you will need to obtain a legal proxy and further instructions from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on the S&P Global share issuance proposal without your instructions.

If your shares are registered in your name with S&P Global’s share registrar and transfer agent, Computershare Trust Company, N.A., no proof of ownership is required because S&P Global can verify your ownership through the control number shown on your proxy card.

The enclosed joint proxy statement/prospectus provides a detailed description of the merger and the merger agreement and the other matters to be considered at the S&P Global special meeting. We urge you to carefully read this joint proxy statement/prospectus, including any documents incorporated by reference herein, and the annexes in their entirety. If you have any questions concerning the proposal in this notice, the merger agreement, the merger or the joint proxy statement/prospectus, would like additional copies or need help voting your shares of S&P Global common stock, please contact S&P Global’s proxy solicitor:

 

Innisfree M&A Incorporated

501 Madison Avenue, 20th floor

New York, New York 10022

Shareholders may call toll free: (877) 750-8315

Banks and Brokers may call collect: (212) 750-5833

OR

S&P Global Inc.

55 Water Street

New York, New York 10041

Attention: Corporate Secretary

Telephone: (212) 438-1000

Email: corporate.secretary@spglobal.com

By Order of the Board of Directors,

 

 

Taptesh (Tasha) K. Matharu

Chief Corporate Counsel &

Corporate Secretary

New York, New York

[                ], 2021

 

IHS MARKIT LTD.

4^th Floor, Ropemaker Place

25 Ropemaker Street

London, England

EC2Y 9LY

NOTICE OF SPECIAL GENERAL MEETING OF SHAREHOLDERS

To be held on [                ], 2021

To the Shareholders of IHS Markit Ltd.:

We are pleased to invite you to attend, and notice is hereby given that IHS Markit Ltd., a Bermuda exempted company limited by shares, referred to as IHS Markit, will hold, a special general meeting of its shareholders virtually via the Internet, referred to as the IHS Markit special meeting, at [                ] on [                ], 2021 for the following purposes:

 

1.

Approval and Adoption of the Merger Agreement, the Statutory Merger Agreement and the Transactions Contemplated Thereby. To vote on a proposal to approve and adopt the Agreement and Plan of Merger, dated as of November 29, 2020, by and among S&P Global Inc., a New York corporation, referred to as S&P Global, Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares, and IHS Markit, referred to as the merger agreement, which is further described in the section entitled “The Merger Agreement,” a copy of which merger agreement is attached as Annex A to the joint proxy statement/prospectus accompanying this notice, the statutory merger agreement, the agreed form of which is attached as Annex B to the joint proxy statement/prospectus accompanying this notice, and the transactions contemplated thereby, referred to as the IHS Markit merger proposal; and

 

2.

IHS Markit Merger-Related Compensation. To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to IHS Markit’s named executive officers in connection with the merger, referred to as the IHS Markit merger-related compensation proposal.

IHS Markit will transact no other business at the IHS Markit special meeting, except such business as may properly be brought before the IHS Markit special meeting or any adjournment or postponement thereof. Please refer to the joint proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the IHS Markit special meeting.

In light of the ongoing coronavirus (COVID-19) pandemic, referred to as the COVID-19 pandemic, the IHS Markit special meeting will be held in a virtual meeting format only, via live webcast, and there will not be a physical meeting location. You will be able to attend the IHS Markit special meeting online and to vote your shares electronically at the meeting by visiting [                ], referred to as the IHS Markit special meeting website.

The IHS Markit board of directors, referred to as the IHS Markit board, has fixed the close of business on [                ], 2021 as the record date for the IHS Markit special meeting, referred to as the IHS Markit record date. Only IHS Markit shareholders of record at that time are entitled to receive notice of, and to vote at, the IHS Markit special meeting or any adjournments or postponements thereof. IHS Markit is commencing its solicitation of proxies on or about [                ], 2021. IHS Markit will continue to solicit proxies until the date of the IHS Markit special meeting.

Completion of the merger is conditioned, among other things, upon approval and adoption of the merger agreement, the statutory merger agreement and the transactions contemplated thereby by the IHS Markit shareholders, which requires the affirmative vote of a majority of the votes cast (virtually via the IHS Markit special meeting website or by proxy) by holders of issued and outstanding IHS Markit shares entitled to vote at the IHS Markit special meeting, assuming a quorum is present.

The IHS Markit board has unanimously (1) approved the merger agreement, the statutory merger agreement and the transactions contemplated thereby, and the execution, delivery and performance of the merger agreement and the statutory merger agreement; (2) determined that the merger consideration of 0.2838 fully paid and nonassessable shares of S&P Global common stock (and, if applicable, cash in lieu of fractional shares, without interest and less any applicable withholding taxes) for each IHS Markit share constitutes fair value for the IHS Markit shares in accordance with the Bermuda Companies Act; and (3) determined that entering into the merger agreement and the statutory merger agreement and consummating the transactions contemplated thereby are advisable and in the best interests of IHS Markit. Accordingly, the IHS Markit board unanimously recommends that IHS Markit shareholders vote:

 

•

“FOR” the IHS Markit merger proposal; and

 

•

“FOR” the IHS Markit merger-related compensation proposal.

Your vote is very important regardless of the number of IHS Markit shares that you own. The votes cast in favor of the IHS Markit merger proposal must exceed the aggregate of votes against the IHS Markit merger proposal. Whether or not you expect to attend the IHS Markit special meeting virtually via the IHS Markit special meeting website, to ensure your representation at the IHS Markit special meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (1) visiting the Internet site listed on the IHS Markit proxy card, (2) calling the toll-free number listed on the IHS Markit proxy card or (3) submitting your IHS Markit proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting virtually via the IHS Markit special meeting website, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of IHS Markit shares who is present virtually at the IHS Markit special meeting via the IHS Markit special meeting website may vote at that time, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the IHS Markit special meeting in the manner described in the accompanying joint proxy statement/prospectus. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by the bank, broker or other nominee.

If you were a shareholder of record of IHS Markit at the close of business on the IHS Markit record date and wish to attend the IHS Markit special meeting, you will need the 16-digit control number located on your proxy card.

If you own shares in “street name” through an account with a bank, broker or other nominee, then you will need to obtain a legal proxy, and further instructions from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals without your instructions.

If your shares are registered in your name with IHS Markit’s share registrar and transfer agent, Computershare Trust Company, N.A., no proof of ownership is required because IHS Markit can verify your ownership through the control number on your proxy card.

The trustee of the Markit Group Holdings Limited Employee Benefit Trust, referred to as the EBT, may not vote any IHS Markit shares held by the EBT unless we direct otherwise. We intend to direct the trustee of the EBT to vote the IHS Markit shares held by the EBT on each proposal in accordance with the percentages voted by other holders of IHS Markit shares on such proposal.

The enclosed joint proxy statement/prospectus provides a detailed description of the merger, the merger agreement and the statutory merger agreement and the other matters to be considered at the IHS Markit special meeting. We urge you to carefully read this joint proxy statement/prospectus, including any documents

incorporated by reference herein, and the annexes in their entirety. If you have any questions concerning any of the proposals in this notice, the merger agreement, the statutory merger agreement, the merger or the joint proxy statement/prospectus, would like additional copies or need help voting your IHS Markit shares, please contact IHS Markit’s proxy solicitor or IHS Markit:

 

 

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, New York 10018

(800) 322-2885

Banks and Brokers: (212) 929-5500

Email: proxy@mackenziepartners.com

OR

IHS Markit Ltd.

4^th Floor, Ropemaker Place

25 Ropemaker Street

London EC2Y 9LY

England

Attention: Company Secretary

Telephone: +44 20 7260 2000

Email: CompanySecretary@ihsmarkit.com

By Order of the IHS Markit Ltd. Board of Directors,

Christopher McLoughlin

Secretary

London, England

[                ], 2021

ADDITIONAL INFORMATION

The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about S&P Global and IHS Markit from other documents that are not included in or delivered with the accompanying joint proxy statement/prospectus. For a listing of the documents incorporated by reference into the accompanying joint proxy statement/prospectus, see “Where You Can Find More Information.”

You can obtain any of the documents incorporated by reference into the accompanying joint proxy statement/prospectus by requesting them in writing or by email as follows:

 

For S&P Global Shareholders: S&P Global Inc. 55 Water Street New York, New York 10041 Attention: Corporate Secretary Telephone: (212) 438-1000 Email: corporate.secretary@spglobal.com		For IHS Markit Shareholders: IHS Markit Ltd. 4th Floor, Ropemaker Place 25 Ropemaker Street London, England EC2Y 9LY Attention: Company Secretary Telephone: +44 20 7260 2000 Email: CompanySecretary@ihsmarkit.com

To receive timely delivery of the documents in advance of the S&P Global special meeting and/or the IHS Markit special meeting, you should make your request no later than [                ], 2021.

You may also obtain any of the documents incorporated by reference into the accompanying joint proxy statement/prospectus without charge through the Securities and Exchange Commission website at www.sec.gov. In addition, you may obtain copies of documents filed by S&P Global with the SEC on S&P Global’s Internet website at http://www.spglobal.com under the tab “Investor Relations,” then under the tab “SEC Filings & Reports” or by contacting S&P Global’s Corporate Secretary at S&P Global Inc., 55 Water Street, New York, New York 10041. You may also obtain copies of documents filed by IHS Markit with the SEC on IHS Markit’s Internet website at http://www.IHSMarkit.com under the tab “Investor Relations” and then under the heading “Financial Information” or by contacting IHS Markit’s Company Secretary at IHS Markit Ltd., 4th Floor, Ropemaker Place, 25 Ropemaker Street, London, England EC2Y 9LY or by calling (303) 397-2969 or by email at CompanySecretary@ihsmarkit.com.

We are not incorporating the contents of the websites of the SEC, S&P Global, IHS Markit or any other entity or any other website into the accompanying joint proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into the accompanying joint proxy statement/prospectus at these websites only for your convenience.

ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by S&P Global (File No. 333-[                ]), constitutes a prospectus of S&P Global under Section 5 of the Securities Act of 1933, as amended, with respect to the shares of common stock, par value $1.00 per share, of S&P Global to be issued to IHS Markit shareholders pursuant to the merger. This document also constitutes a joint proxy statement of each of S&P Global and of IHS Markit under Section 14(a) of the Securities Exchange Act of 1934. It also constitutes a notice of meeting with respect to the S&P Global special meeting, at which S&P Global shareholders will be asked to consider and vote upon the S&P Global share issuance proposal, and constitutes a notice of meeting with respect to the IHS Markit special meeting, at which IHS Markit shareholders will be asked to consider and vote upon the IHS Markit merger proposal and the IHS Markit merger-related compensation proposal.

S&P Global has supplied all information contained or incorporated by reference into this joint proxy statement/prospectus relating to S&P Global and Merger Sub, and IHS Markit has supplied all such information relating to IHS Markit.

S&P Global and IHS Markit have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this joint proxy statement/prospectus, and S&P Global and IHS Markit take no responsibility for, and can provide no assurance as to the reliability of, any information others may give you. This joint proxy statement/prospectus is dated as of the date set forth above on the cover page of this joint proxy statement/prospectus, and you should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this joint proxy statement/prospectus to S&P Global shareholders or IHS Markit shareholders nor the issuance by S&P Global of shares of S&P Global common stock pursuant to the merger will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is not permitted or would be unlawful to make any such offer or solicitation in such jurisdiction.

Unless otherwise indicated or as the context otherwise requires, all references in this joint proxy statement/prospectus to:

 

•

“Bermuda Companies Act” refers to the Companies Act 1981 of Bermuda, as amended

 

•

“Code” refers to the Internal Revenue Code of 1986, as amended

 

•

“combined company” refers to S&P Global and its subsidiaries, including IHS Markit and its subsidiaries, following completion of the merger

 

•

“dissenting shares” refers to shares held by an IHS Markit shareholder who did not vote “for” the IHS Markit merger proposal and who complies with all of the provisions of the Bermuda Companies Act concerning the rights of IHS Markit shareholders to require appraisal of their IHS Markit shares pursuant to section 106(6) of the Bermuda Companies Act

 

•

“EBT” refers to the Markit Group Holdings Limited Employee Benefit Trust

 

•

“Exchange Act” refers to the Securities Exchange Act of 1934, as amended

 

•

“exchange ratio” refers to 0.2838 shares of S&P Global common stock per IHS Markit share

 

•

“excluded shares” refers to shares held by IHS Markit in treasury

 

•

“executive officer” refers to the definition of “officer” as set forth in Rule 16a-1(f) of the Exchange Act

 

•

“GAAP” refers to accounting principles generally accepted in the United States

 

•

“HSR Act” refers to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended

 

•

“IHS Markit” refers to IHS Markit Ltd., a Bermuda exempted company limited by shares

 

•

“IHS Markit board” refers to the IHS Markit board of directors

 

•

“IHS Markit merger proposal” refers to the proposal that IHS Markit shareholders approve and adopt the merger agreement, the statutory merger agreement and the transactions contemplated thereby

 

•

“IHS Markit merger-related compensation proposal” refers to the proposal that IHS Markit shareholders approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to IHS Markit’s named executive officers in connection with the merger

 

•

“IHS Markit record date” refers to [                ]

 

•

“IHS Markit shares” refers to the common shares of IHS Markit, $0.01 par value per share

•

“IHS Markit special meeting” refers to the special general meeting of IHS Markit shareholders to consider and vote upon the IHS Markit merger proposal and related matters

 

•

“IHS Markit special meeting website” refers to [                ]

 

•

“IRS” refers to the U.S. Internal Revenue Service

 

•

“merger” refers to the merger of Merger Sub with and into IHS Markit, with IHS Markit being the surviving company in the merger

 

•

“merger agreement” refers to the Agreement and Plan of Merger, dated as of November 29, 2020, by and among S&P Global, Merger Sub and IHS Markit, as it may be amended from time to time

 

•

“merger consideration” refers to the right of IHS Markit shareholders to receive the exchange ratio (and, if applicable, cash in lieu of fractional shares, without interest and less any applicable withholding taxes)

 

•

“Merger Sub” refers to Sapphire Subsidiary, Ltd., a Bermuda exempted company limited by shares and a wholly owned subsidiary of S&P Global

 

•

“NYBCL” refers to the New York Business Corporation Law

 

•

“NYSE” refers to the New York Stock Exchange

 

•

“SEC” refers to the Securities and Exchange Commission

 

•

“Securities Act” refers to the Securities Act of 1933, as amended

 

•

“S&P Global” refers to S&P Global Inc., a New York corporation

 

•

“S&P Global board” refers to the S&P Global board of directors

 

•

“S&P Global common stock” refers to the common stock of S&P Global, $1.00 par value per share

 

•

“S&P Global record date” refers to [                ]

 

•

“S&P Global share issuance proposal” refers to the proposal that S&P Global shareholders approve the issuance of S&P Global common stock to IHS Markit shareholders in connection with the merger

 

•

“S&P Global special meeting” refers to the special meeting of S&P Global shareholders to consider and vote upon the S&P Global share issuance proposal

 

•

“S&P Global special meeting website” refers to [                ]

 

•

“statutory merger agreement” refers to the statutory merger agreement to be entered into by and among S&P Global, IHS Markit and Merger Sub pursuant to the merger agreement, the agreed form of which is attached as Annex B to this joint proxy statement/prospectus

 

•

“trustee” refers to the trustee of the EBT

 

•

“we,” “our” and “us” refer to S&P Global and IHS Markit, collectively

TABLE OF CONTENTS

 

		Page
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS			1
SUMMARY			13
The Parties			13
The Transaction			15
Merger Consideration			15
Treatment of IHS Markit Equity Awards			15
Recommendation of the S&P Global Board			17
Recommendation of the IHS Markit Board			17
Opinion of S&P Global’s Financial Advisor			18
Opinion of IHS Markit’s Financial Advisor			18
Interests of Certain of S&P Global’s Directors and Executive Officers in the Merger			19
Interests of IHS Markit’s Directors and Executive Officers in the Merger			19
Information about the S&P Global Special Meeting			19
Information about the IHS Markit Special Meeting			21
Voting by S&P Global Directors and Executive Officers			22
Voting by IHS Markit Directors and Executive Officers			22
Governance of the Combined Company			23
Regulatory Approvals			24
Conditions to Completion of the Merger			24
Timing of the Transaction			25
Ownership of the Combined Company After the Merger			25
No Solicitation; Change of Recommendation			25
Termination of the Merger Agreement; Termination Fee			26
Appraisal Rights			28
Material U.S. Federal Income Tax Consequences of the Merger			29
Accounting Treatment			29
Rights of IHS Markit Shareholders Will Change as a Result of the Merger			29
Risk Factors			29
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF S&P GLOBAL			30
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF IHS MARKIT			31
SELECTED UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION			33
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA			34
COMPARATIVE PER SHARE MARKET PRICE DATA AND DIVIDENDS			36
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			38
RISK FACTORS			40
Risks Related to the Transaction			40
Risks Related to the Combined Company			47
Other Risk Factors			51
THE PARTIES TO THE MERGER			52
S&P Global Inc.			52
IHS Markit Ltd.			52
Sapphire Subsidiary, Ltd.			54
THE MERGER			55
Background of the Merger			55
S&P Global Board’s Recommendation and Reasons for the Merger			64
IHS Markit Board’s Recommendation and Reasons for the Merger			70
Opinion of S&P Global’s Financial Advisor			76
Opinion of IHS Markit’s Financial Advisor			85

 

i

Certain Unaudited Prospective Financial Information			97
Interests of Certain of S&P Global’s Directors and Executive Officers in the Merger			108
Interests of IHS Markit’s Directors and Executive Officers in the Merger			110
Governance of the Combined Company			120
Treatment of Indebtedness			121
Regulatory Approvals			121
Timing of the Transaction			121
Director and Officer Indemnification			122
Appraisal Rights in the Merger			122
Material U.S. Federal Income Tax Consequences of the Merger			122
Material United Kingdom Tax Consequences of the Merger			124
Bermuda Tax Consequences of the Merger			124
Accounting Treatment			124
NYSE Listing; Delisting and Deregistration of IHS Markit Shares			125
Restrictions on Sales of Shares of S&P Global Common Stock Received in the Merger			125
THE MERGER AGREEMENT			126
Explanatory Note Regarding the Merger Agreement			126
Structure of the Merger			126
Merger Consideration			126
Dissenting Shares			128
Treatment of IHS Markit Equity Awards			128
Closing and Effectiveness of the Merger			132
Conversion of Shares; Exchange of Certificates; Fractional Shares			132
Governance of the Combined Company			133
Representations and Warranties; Material Adverse Effect			133
Covenants and Agreements			136
Conditions to the Merger			148
Termination			150
Expenses and Termination Fees			151
Amendment and Waiver			154
Third-Party Beneficiaries			154
Governing Law			154
Specific Enforcement			154
THE S&P GLOBAL SPECIAL MEETING			155
THE IHS MARKIT SPECIAL MEETING			162
UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION			169
S&P GLOBAL BENEFICIAL OWNERSHIP TABLE			182
IHS MARKIT BENEFICIAL OWNERSHIP TABLE			184
DESCRIPTION OF CAPITAL STOCK OF THE COMBINED COMPANY			187
COMPARISON OF THE RIGHTS OF S&P GLOBAL SHAREHOLDERS AND IHS MARKIT SHAREHOLDERS			189
LEGAL MATTERS			199
EXPERTS			200
S&P GLOBAL SHAREHOLDER PROPOSALS			201
IHS MARKIT SHAREHOLDER PROPOSALS			202
HOUSEHOLDING OF PROXY MATERIALS			203
WHERE YOU CAN FIND MORE INFORMATION			204
Annex A: Agreement and Plan of Merger			A-1
Annex B: Statutory Merger Agreement			B-1
Annex C: Opinion of Goldman, Sachs & Co. LLC			C-1
Annex D: Opinion of Morgan Stanley & Co. LLC			D-1

 

ii

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETINGS

The following questions and answers briefly address some commonly asked questions about the merger, the merger agreement, the statutory merger agreement, the transactions contemplated by the merger agreement and the statutory merger agreement, the S&P Global special meeting and the IHS Markit special meeting. They may not include all the information that is important to S&P Global and IHS Markit shareholders. S&P Global and IHS Markit shareholders should carefully read this entire joint proxy statement/prospectus, including the annexes and the other documents referred to or incorporated by reference herein.

 

Q:

What is the merger?

 

A:

S&P Global, Merger Sub and IHS Markit have entered into a merger agreement. A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed merger between S&P Global and IHS Markit. Under the merger agreement and the statutory merger agreement, subject to satisfaction or waiver, in whole or in part (to the extent permitted by law), of the conditions set forth therein and described hereafter, Merger Sub will merge with and into IHS Markit, with IHS Markit continuing as the surviving company and a wholly owned subsidiary of S&P Global.

As a result of the merger, IHS Markit will no longer be a publicly held company. Following the merger, IHS Markit shares will be delisted from the NYSE, and deregistered under the Exchange Act. The common stock of S&P Global and (prior to the merger) the IHS Markit shares are traded on the NYSE under the symbols “SPGI” and “INFO,” respectively.

 

Q:

Why am I receiving this joint proxy statement/prospectus?

 

A:

You are receiving this joint proxy statement/prospectus to help you decide how to vote your shares of S&P Global common stock or your IHS Markit shares with respect to the S&P Global share issuance proposal or the IHS Markit merger proposal, respectively, and the other proposals to be considered at the special meetings.

The merger cannot be completed unless, among other things, (1) S&P Global shareholders approve the S&P Global share issuance proposal at the S&P Global special meeting (or any adjournment or postponement thereof) and (2) IHS Markit shareholders approve the IHS Markit merger proposal at the IHS Markit special meeting (or any adjournment or postponement thereof).

This joint proxy statement/prospectus constitutes both a joint proxy statement of S&P Global and IHS Markit and a prospectus of S&P Global. It is a joint proxy statement because each of the S&P Global board and the IHS Markit board is soliciting proxies from their respective shareholders. It is a prospectus because S&P Global will issue shares of its common stock to IHS Markit shareholders in connection with the merger. Information about the S&P Global special meeting, the IHS Markit special meeting, the merger, the merger agreement, the statutory merger agreement and the other matters to be considered by S&P Global shareholders at the S&P Global special meeting and IHS Markit shareholders at the IHS Markit special meeting is contained in this joint proxy statement/prospectus. S&P Global shareholders and IHS Markit shareholders should read this information carefully and in its entirety. The enclosed voting materials allow S&P Global shareholders and IHS Markit shareholders to vote their shares by proxy without attending the applicable special meeting virtually via the S&P Global special meeting website and/or the IHS Markit special meeting website, respectively.

 

Q:

What will IHS Markit shareholders receive in the merger?

 

A:

If the merger is completed, each IHS Markit share (other than dissenting shares and excluded shares) will be converted into the merger consideration, which is the right to receive 0.2838 fully paid and nonassessable shares of S&P Global common stock, and, if applicable, cash in lieu of fractional shares, without interest, and less any applicable withholding taxes. The merger consideration is described in more detail in “The Merger Agreement—Merger Consideration.”

Q:

What will S&P Global shareholders receive in the merger?

 

A:

S&P Global shareholders will not receive any merger consideration, and their shares of S&P Global common stock will remain outstanding and will constitute shares of the combined company.

 

Q:

What respective equity stakes will S&P Global and IHS Markit shareholders hold in the combined company immediately following the merger?

 

A:

Based on the number of IHS Markit shares and shares of S&P Global common stock expected to be issued and outstanding as of immediately prior to the completion of the merger (including shares underlying equity awards), we estimate that, immediately following completion of the merger, former holders of IHS Markit shares and equity awards will own approximately 32.25% of the common stock of the combined company and pre-merger holders of shares of S&P Global common stock and equity awards will own approximately 67.75% of the common stock of the combined company, in each case on a fully diluted basis.

 

Q:

What do I need to do to receive the merger consideration?

 

A:

After the merger is completed, IHS Markit shareholders will receive from the exchange agent instructions on how to surrender their book-entry shares in exchange for the merger consideration. If you are an IHS Markit shareholder, please do not submit your share certificates at this time. If the merger is completed, you will receive instructions for surrendering your share certificates in exchange for shares of S&P Global common stock from the exchange agent.

 

Q:

Will the market value of the merger consideration change between the date of this joint proxy statement/prospectus and the time the merger is completed?

 

A:

Yes. Although the number of shares of S&P Global common stock that holders of IHS Markit shares will receive is fixed (subject to appropriate adjustments, if any, to reflect the effect of certain changes, such as stock splits or stock dividends, with respect to the number of IHS Markit shares or shares of S&P Global common stock issued and outstanding after the date hereof and prior to the effective time of the merger), the market value of the merger consideration (based upon the trading price of shares of S&P Global common stock) will fluctuate between the date of this joint proxy statement/prospectus and the completion of the merger. Any fluctuation in the trading price of shares of S&P Global common stock after the date of this joint proxy statement/prospectus will change such market value of the shares of S&P Global common stock that holders of IHS Markit shares will receive.

On November 27, 2020, the last trading day before the public announcement of the proposed merger, the closing price of S&P Global common stock on the NYSE was $341.57 per share. On January 7, 2021, the latest practicable date before the date of this joint proxy statement/prospectus, the closing price of S&P Global common stock on the NYSE was $329.07 per share. IHS Markit shareholders are advised to obtain current market quotations for S&P Global common stock and IHS Markit shares in deciding whether to vote to approve the IHS Markit merger proposal.

 

Q:

Will I still be paid dividends prior to the completion of the merger?

 

A:

Yes. S&P Global and IHS Markit may each declare and pay a regular quarterly cash dividend in accordance with their respective dividend policies and the terms and conditions set forth in the merger agreement with respect to record dates for IHS Markit’s payment of quarterly dividends, in each case subject to the merger agreement.

 

-2-

Q:

When do S&P Global and IHS Markit expect to complete the transaction?

 

A:

S&P Global and IHS Markit are working to complete the transaction as soon as practicable. We currently expect that the merger will be completed in the second half of 2021. Neither S&P Global nor IHS Markit can predict, however, the actual date on which the merger will be completed because it is subject to conditions beyond each company’s control, including obtaining the necessary regulatory approvals.

See “The Merger Agreement—Conditions to the Merger.”

 

Q:

What are the conditions to completion of the merger?

 

A:

In addition to the approval of the S&P Global share issuance proposal by S&P Global shareholders and of the IHS Markit merger proposal by IHS Markit shareholders as described above, completion of the merger is subject to the satisfaction or waiver of a number of other conditions, including:

 

•

the termination or expiration of the applicable waiting period (and any extensions thereof) under the HSR Act;

 

•

the termination or expiration of all applicable waiting periods (and any extensions thereof) or receipt of necessary approvals under the antitrust laws of Canada, the European Union, the United Kingdom and Taiwan and the approval of the UK Financial Conduct Authority, in each case without the imposition of any regulatory material adverse effect, as described under “The Merger Agreement—Covenants and Agreements—Efforts to Complete the Merger”;

 

•

the effectiveness of the registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part, and no stop order or proceedings seeking a stop order shall be threatened by the SEC or shall have been initiated by the SEC;

 

•

the approval of the listing on the NYSE of the shares of S&P Global common stock to be issued in connection with the merger, subject to official notice of issuance;

 

•

the absence of any judgment, order, decree, statute, law, ordinance, rule or regulation entered, enacted, promulgated, enforced or issued by any court or other governmental entity of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the merger or, in connection with the regulatory approvals mentioned in the first and second bullet points in this section, imposing a regulatory material adverse effect;

 

•

the accuracy of the representations and warranties of S&P Global and IHS Markit, as applicable, made in the merger agreement (subject to the materiality standards set forth in the merger agreement);

 

•

the performance in all material respects by S&P Global, IHS Markit or Merger Sub, as applicable, of all obligations required to be performed by the applicable entity under the merger agreement at or prior to the closing date; and

 

•

delivery of an officer’s certificate by S&P Global and IHS Markit certifying satisfaction of the conditions described in the preceding two bullet points.

 

Q:

What matters will be considered at each of the special meetings?

 

A:

S&P Global shareholders are being asked to vote on the following proposal:

1. Approval of the S&P Global Share Issuance. To vote on a proposal to approve the issuance of S&P Global common stock, par value $1.00 per share, to IHS Markit shareholders in connection with the merger agreement, referred to as the S&P Global share issuance proposal.

 

-3-

IHS Markit shareholders are being asked to vote on the following proposals:

1. Approval and Adoption of the Merger Agreement, the Statutory Merger Agreement and the Transactions Contemplated Thereby. To vote on a proposal to approve and adopt the merger agreement, the statutory merger agreement and the transactions contemplated thereby, which are further described in the section entitled “The Merger Agreement,” and a copy of which merger agreement is attached as Annex A to this joint proxy statement/prospectus and the agreed form of which statutory merger agreement is attached as Annex B to this joint proxy statement/prospectus, referred to as the IHS Markit merger proposal; and

2. IHS Markit Merger-Related Compensation. To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to IHS Markit’s named executive officers in connection with the merger, referred to as the IHS Markit merger-related compensation proposal.

Approval of the S&P Global share issuance proposal by S&P Global shareholders and approval of the IHS Markit merger proposal by IHS Markit shareholders are required for completion of the merger.

 

Q:

What vote is required to approve the S&P Global share issuance proposal at the S&P Global special meeting?

 

A:

The affirmative vote of a majority of the votes cast by holders of outstanding shares of S&P Global common stock entitled to vote (virtually via the S&P Global special meeting website or by proxy) at the S&P Global special meeting, assuming a quorum is present, is required to approve the S&P Global share issuance proposal.

 

Q:

What vote is required to approve each proposal at the IHS Markit special meeting?

 

A:

The IHS Markit merger proposal: The affirmative vote of a majority of votes cast by holders of IHS Markit shares entitled to vote (virtually via the IHS Markit special meeting website or by proxy) at the IHS Markit special meeting, assuming a quorum is present, is required to approve the IHS Markit merger proposal.

The IHS Markit merger-related compensation proposal: The affirmative vote of a majority of votes cast by holders of IHS Markit shares entitled to vote (virtually via the IHS Markit special meeting website or by proxy) at the IHS Markit special meeting, assuming a quorum is present, is required to approve the IHS Markit merger-related compensation proposal.

 

Q:

Why are IHS Markit shareholders being asked to consider and vote on a proposal to approve, by advisory (non-binding) vote, the IHS Markit merger-related executive compensation?

 

A:

Under SEC rules, IHS Markit is required to seek an advisory (non-binding) vote with respect to the compensation that may be paid or become payable to its named executive officers that is based on, or otherwise relates to, the merger.

 

Q:

What happens if the IHS Markit merger-related compensation proposal is not approved?

 

A:

Approval of the IHS Markit merger-related compensation proposal is not a condition to completion of the merger, and because the vote on the IHS Markit merger-related compensation proposal is advisory only, it will not be binding on IHS Markit. Accordingly, if the merger is approved and the other conditions to closing are satisfied or waived, the merger will be completed even if the IHS Markit merger-related compensation proposal is not approved. If the IHS Markit merger proposal is approved, the S&P Global share issuance proposal is approved and the merger is completed, the IHS Markit merger-related compensation will be payable to IHS Markit’s named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the IHS Markit merger-related compensation proposal.

 

-4-

Q:

Do any of S&P Global’s or IHS Markit’s directors or executive officers have interests in the merger that may differ from those of S&P Global shareholders or IHS Markit shareholders?

 

A:

Certain of S&P Global’s non-employee directors and executive officers, and IHS Markit’s non-employee directors and executive officers, have certain interests in the merger that may be different from, or in addition to, the general interests of S&P Global and IHS Markit shareholders, respectively. The S&P Global board was aware of the interests of S&P Global’s directors and executive officers, the IHS Markit board was aware of the interests of IHS Markit’s directors and executive officers, and each board considered such interests, among other matters, when it approved the merger agreement, the statutory merger agreement and the transactions contemplated thereby and in making its recommendations to its respective shareholders. For more information regarding these interests, see the sections entitled “The Merger—Interests of Certain of S&P Global’s Directors and Executive Officers in the Merger” and “The Merger—Interests of IHS Markit’s Directors and Executive Officers in the Merger.”

 

Q:

How many votes do I have?

 

A:

Each S&P Global shareholder is entitled to one vote for each share of S&P Global common stock held of record as of the S&P Global record date and each IHS Markit shareholder is entitled to one vote for each share of IHS Markit held of record as of the IHS Markit record date.

As of the close of business on the S&P Global record date, there were [                ] shares of S&P Global common stock outstanding. As of the close of business on the IHS Markit record date, there were [                ] IHS Markit shares issued and outstanding, including 25,219,470 issued and outstanding shares held by the EBT. As summarized below under the heading “What is the difference between holding shares as a shareholder of record and as a beneficial owner?,” there are some important distinctions between shares held of record and those owned beneficially in “street name.”

 

Q:

What constitutes a quorum for the S&P Global special meeting?

 

A:

The holders of a majority of the shares entitled to vote, being present virtually via the S&P Global special meeting website or by proxy, will constitute a quorum for the transaction of business at the S&P Global special meeting. Abstentions (which are described below) will count for the purpose of determining the presence of a quorum for the transaction of business at the S&P Global special meeting.

 

Q:

What constitutes a quorum for the IHS Markit special meeting?

 

A:

The IHS Markit bye-laws provide that two or more persons present at the start of the meeting and representing virtually via the IHS Markit special meeting website or by proxy in excess of 50% of the total issued IHS Markit shares entitled to vote at the IHS Markit special meeting will constitute a quorum for the transaction of business at the IHS Markit special meeting. Abstentions (which are described below) will be counted as shares that are present for the purpose of determining the presence of a quorum for the transaction of business at the IHS Markit special meeting.

 

Q:

How does the S&P Global board recommend that S&P Global shareholders vote?

 

A:

The S&P Global board unanimously recommends that S&P Global shareholders vote: “FOR” the S&P Global share issuance proposal.

 

Q:

How does the IHS Markit board recommend that IHS Markit shareholders vote?

 

A:

The IHS Markit board unanimously recommends that IHS Markit vote: “FOR” the IHS Markit merger proposal and “FOR” the IHS Markit merger-related compensation proposal.

 

-5-

Q:

Why did the S&P Global board approve the merger agreement and the transactions contemplated by the merger agreement, including the merger?

 

A:

For information regarding the S&P Global board’s reasons for adopting the merger agreement and recommending that S&P Global shareholders approve the S&P Global share issuance proposal, see the section entitled “The Merger—S&P Global Board’s Recommendation and Reasons for the Merger.”

 

Q:

Why did the IHS Markit board approve the merger agreement, the statutory merger agreement and the transactions contemplated thereby?

 

A:

For information regarding the IHS Markit board’s reasons for approving the merger agreement, the statutory merger agreement and the transactions contemplated thereby and recommending that IHS Markit shareholders approve the IHS Markit merger proposal, see the section entitled “The Merger—IHS Markit Board’s Recommendation and Reasons for the Merger.”

 

Q:

What if I hold shares in both S&P Global and IHS Markit?

 

A:

If you hold both shares of S&P Global common stock and IHS Markit shares, you will receive two separate packages of proxy materials. A vote cast as a holder of S&P Global common stock will not count as a vote cast as a holder of IHS Markit shares, and a vote cast as a holder of IHS Markit shares will not count as a vote cast as a holder of S&P Global common stock. Therefore, please submit separate proxies for your shares of S&P Global common stock and your IHS Markit shares.

 

Q:

What do I need to do now?

 

A:

After carefully reading and considering the information contained in this joint proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at the S&P Global special meeting or IHS Markit special meeting, as applicable. Please follow the instructions set forth on the S&P Global proxy card or the IHS Markit proxy card, as applicable, or on the voting instruction form provided by the record holder if your shares are held in the name of your bank, broker or other nominee.

 

Q:

Does my vote matter?

 

A:

Yes. The merger cannot be completed unless the S&P Global share issuance proposal is approved by the affirmative vote of a majority of the votes cast by S&P shareholders entitled to vote (via the S&P Global special meeting website or by proxy) at the S&P Global special meeting and the IHS Markit merger proposal is approved by the affirmative vote of a majority of the votes cast by IHS Markit shareholders entitled to vote (via the IHS Markit special meeting website or by proxy) at the IHS Markit special meeting.

 

Q:

How do I vote?

 

A:

If you are a shareholder of record of S&P Global as of the S&P Global record date of [                ], 2021, you are entitled to receive notice of, and cast a vote at, the S&P Global special meeting or any adjournments or postponements thereof. If you are a shareholder of record of IHS Markit as of the IHS Markit record date of [                ], 2021, you are entitled to receive notice of, and cast a vote at, the IHS Markit special meeting or any adjournments or postponements thereof. Each holder of S&P Global common stock is entitled to cast one vote on each matter properly brought before the S&P Global special meeting for each share of S&P Global common stock that such holder owned of record as of the S&P Global record date. Each holder of IHS Markit shares is entitled to cast one vote on each matter properly brought before the IHS Markit special meeting for each share of IHS Markit that such holder

 

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owned of record as of the IHS Markit record date. You may submit your proxy before the S&P Global special meeting or the IHS Markit special meeting in one of the following ways:

 

•

Telephone voting—use the toll-free number shown on your proxy card;

 

•

Via the Internet—visit the website shown on your proxy card to vote via the Internet; or

 

•

Mail—complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

If you are a shareholder of record as of the applicable record date, you may also cast your vote at the S&P Global special meeting or IHS Markit special meeting, as applicable, via the S&P Global special meeting website or the IHS Markit special meeting website, as applicable. If you choose to attend the S&P Global or IHS Markit special meeting and vote your shares via the S&P Global special meeting website or the IHS Markit special meeting website, you will need the 16-digit control number included on your proxy card.

If your shares are held in “street name,” through a bank, broker or other nominee, you will need to obtain a “legal proxy” from your broker, bank or other nominee holder of record giving you the right to vote the shares.

 

Q:

How do I vote my shares of S&P Global common stock held through the S&P Global dividend reinvestment plan, employee stock purchase plan or 401(k) savings and profit sharing plan?

 

A:

If you participate in the S&P Global dividend reinvestment plan, any proxy you give will also govern the voting of all shares of S&P Global common stock you hold in this plan. If you participate in the S&P Global employee stock purchase plan, any proxy you give will also govern the voting of any shares of S&P Global common stock you hold in this plan. Any employee stock purchase plan shares for which S&P Global does not receive instructions from the employee will not be voted. Employee stock purchase plan shares cannot be voted virtually via the S&P Global special meeting website at the S&P Global special meeting.

If you received this joint proxy statement/prospectus because you are an employee of S&P Global who participates in S&P Global’s 401(k) savings and profit sharing plan and you have shares of S&P Global common stock allocated to your account under this plan, you may vote your shares held in such plan as of the S&P Global special meeting record date by mail, by telephone or via the Internet. Instructions are provided on the proxy card you received from Computershare Trust Company, N.A., referred to as Computershare. Computershare must receive your instructions by [                ] [a.m./p.m.] on [                ] in order to communicate your instructions to the plan’s trustee, who will vote your shares. Any plan shares for which S&P Global does not receive instructions from the employee will be voted by the trustee in the same proportion as the shares for which S&P Global receives instructions. Plan shares cannot be voted virtually via the S&P Global special meeting website at the S&P Global special meeting.

 

Q:

How will the IHS Markit shares held by the EBT be voted?

 

A:

The EBT is a discretionary trust established by a deed dated January 27, 2010 between Markit Group Holdings Limited and Intertrust Employee Benefit Trustee Limited, referred to as the trustee, as trustee of the EBT, through which shares and other benefits may be provided to IHS Markit’s existing and former employees in satisfaction of their rights under any compensation or share incentive arrangements established by IHS Markit. The trustee is an independent provider of fiduciary services, based in Jersey, Channel Islands.

As of the IHS Markit record date, 25,219,470 IHS Markit shares were held by the trustee. The trustee may not vote any IHS Markit shares held by the EBT unless IHS Markit directs otherwise. IHS Markit

 

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intends to direct the trustee to vote the IHS Markit shares held by the EBT on each proposal at the IHS Markit special meeting in accordance with the percentages voted by other holders of IHS Markit shares on such proposal.

 

Q:

How are the IHS Markit shares held by the EBT treated economically in the merger?

 

A:

The 25,219,470 IHS Markit shares held by the EBT will be converted in the merger into S&P Global shares at the exchange ratio, which shares will continue to be held by the trustee in the EBT. The EBT will terminate on January 27, 2090, unless terminated earlier by the trustee. No current or former employee of IHS Markit has the right to receive any benefit from the EBT unless and until the trustee exercises its discretion to confer a benefit, and the EBT is also generally obliged to forgo dividends. Accordingly, the shares held by the EBT have been classified by IHS Markit, and are expected to be classified by S&P Global, as treasury shares and not counted as outstanding in the determination of earnings per share.

 

Q:

What is the difference between holding shares as a shareholder of record and as a beneficial owner?

 

A:

You are a “shareholder of record” if your shares are registered directly in your name with S&P Global and IHS Markit’s transfer agent, Computershare. As the shareholder of record, you have the right to vote via the S&P Global special meeting website at the S&P Global special meeting or via the IHS Markit special meeting website at the IHS Markit special meeting, as applicable. You may also vote by Internet, telephone or mail, as described in the notice and above under the heading “How do I vote?” You are deemed to beneficially own shares in “street name” if your shares are held by a bank, broker or other nominee. Your bank, broker or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. If you beneficially own your shares in “street name,” you are invited to virtually attend the S&P Global special meeting or IHS Markit special meeting, as applicable; however, you may not vote your shares via the S&P Global special meeting website or the IHS Markit special meeting website at the S&P Global special meeting or the IHS Markit special meeting, as applicable, unless you obtain a legal proxy from your bank, broker or other nominee that holds your shares, giving you the right to vote the shares at the S&P Global special meeting or the IHS Markit special meeting, as applicable.

 

Q:

If my shares are held in “street name” by a bank, broker or other nominee, will my bank, broker or other nominee vote my shares for me?

 

A:

No. If your shares are held in “street name” by a bank, broker or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your bank, broker or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to S&P Global or IHS Markit, as applicable, or by voting virtually via the S&P Global special meeting website or the IHS Markit special meeting website, as applicable, at the S&P Global special meeting or IHS Markit special meeting, as applicable, unless you provide a legal proxy, which you must obtain from your bank, broker or other nominee. Your bank, broker or other nominee is obligated to provide you with a voting instruction card for you to use.

Banks, brokers or other nominees who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers or other nominees are not allowed under the rules of the NYSE to exercise their voting discretion with respect to the approval of matters determined to be “non-routine” without specific instructions from the beneficial owner. All

 

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proposals to be voted on at each of the S&P Global special meeting and the IHS Markit special meeting are “non-routine” matters. If a proposal is considered “non-routine” under the rules of the NYSE, the bank, broker or other nominees may not vote your shares without your instructions.

If you are a beneficial owner of shares of S&P Global common stock and you do not instruct your bank, broker or other nominee on how to vote your shares:

 

•

your bank, broker or other nominee may not vote your shares on the S&P Global share issuance proposal, which will have no effect on the outcome of such proposal, assuming a quorum is present.

If you are a beneficial owner of IHS Markit shares and you do not instruct your bank, broker or other nominee on how to vote your shares:

 

•

your bank, broker or other nominee may not vote your shares on the IHS Markit merger proposal, which will have no effect on the outcome of such proposal, assuming a quorum is present; and

 

•

your bank, broker or other nominee may not vote your shares on the IHS Markit merger-related compensation proposal, which will have no effect on the outcome of such proposal, assuming a quorum is present.

 

Q:

When and where will each of the S&P Global special meeting and IHS Markit special meeting take place? What must I bring to attend the S&P Global special meeting or the IHS Markit special meeting?

 

A:

The S&P Global special meeting will be held virtually via the Internet at [    ] on [                ], 2021. The S&P Global special meeting will be held solely via live webcast and there will not be a physical meeting location. S&P Global shareholders will be able to attend the S&P Global special meeting online and vote their shares electronically during the meeting by visiting [                ], referred to as the S&P Global special meeting website. If you are a record holder of shares of S&P Global common stock and choose to attend the S&P Global special meeting and vote your shares via the S&P Global special meeting website, you will need the 16-digit control number included on your proxy card. If you are a beneficial owner of S&P Global common stock but not the shareholder of record of such shares of S&P Global common stock, you will need to obtain a legal proxy from your broker, bank or other nominee holder of record giving you the right to vote the shares.

The IHS Markit special meeting will be held virtually via the Internet at [    ] on [                ], 2021. The IHS Markit special meeting will be held solely via live webcast and there will not be a physical meeting location. IHS Markit shareholders will be able to attend the IHS Markit special meeting online and vote their shares electronically during the meeting by visiting [                ], referred to as the IHS Markit special meeting website. If you are a record holder of IHS Markit shares and choose to attend the IHS Markit special meeting and vote your shares via the IHS Markit special meeting website, you will need the 16-digit control number included on your proxy card. If you are a beneficial owner of IHS Markit shares but not the shareholder of record of such IHS Markit shares, you will need to obtain a legal proxy, from your broker, bank or other nominee holder of record giving you the right to vote the shares.

 

Q:

What if I fail to vote or abstain?

 

A:

For purposes of the S&P Global special meeting, an abstention occurs when a S&P Global shareholder attends the S&P Global special meeting virtually via the S&P Global special meeting website and does not vote or returns a proxy with an “abstain” instruction.

An abstention will have the same effect as a vote cast “AGAINST” the S&P Global share issuance proposal, assuming a quorum is present. If a S&P Global shareholder is not present virtually via the S&P Global special meeting website at the S&P Global special meeting and does not respond by proxy, it will have no effect on the approval of such proposal, assuming a quorum is present.

 

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For purposes of the IHS Markit special meeting, an abstention occurs when an IHS Markit shareholder attends the IHS Markit special meeting virtually via the IHS Markit special meeting website and does not vote or returns a proxy with an “abstain” instruction.

An abstention will have no effect on the IHS Markit merger proposal or the IHS Markit merger-related compensation proposal, assuming a quorum is present. If an IHS Markit shareholder is not present virtually via the IHS Markit special meeting website and does not respond by proxy, it will have no effect on the approval of such proposals, assuming a quorum is present.

 

Q:

What will happen if I return my proxy or voting instruction card without indicating how to vote?

 

A:

If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the shares represented by your proxy will be voted as recommended by the S&P Global board or the IHS Markit board, as applicable, with respect to that proposal. If S&P Global does not receive instructions from you with respect to any shares of S&P Global common stock allocated to the S&P Global 401(k) savings and profit sharing plan, such shares will be voted by the trustee in the same proportion as the shares for which S&P Global has received instructions.

 

Q:

May I change or revoke my vote after I have delivered my proxy or voting instruction card?

 

A:

Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the S&P Global special meeting or the IHS Markit special meeting, as applicable, as described herein. You may do this in one of the following four ways:

 

•

by logging onto the Internet website specified on your proxy card in the same manner you would to submit your proxy electronically or by calling the telephone number specified on your proxy card, in each case, if you are eligible to do so;

 

•

by sending a notice of revocation to the corporate secretary of S&P Global or IHS Markit, as applicable;

 

•

by sending a completed proxy card bearing a later date than your original proxy card; or

 

•

by virtually attending the S&P Global special meeting or virtually attending the IHS Markit special meeting, as applicable, and voting (as described above).

If you choose any of the first three methods, you must take the described action, and the applicable vote or proxy card must be received, no later than the beginning of the S&P Global special meeting or the IHS Markit special meeting, as applicable. If you choose to change or revoke your vote by Internet or telephone, you must take the described action by 11:59 p.m. on the day before the S&P Global special meeting or the IHS Markit special meeting, as applicable.

If your shares are held by a bank, broker or other nominee or through the S&P Global employee stock purchase plan or the S&P Global 401(k) and profit sharing plan, you may change your vote by submitting new voting instructions to your bank, broker or other nominee, or applicable plan trustee. You must contact your bank, broker or other nominee, or applicable plan administrator trustee to find out how to do so.

 

Q:

What are the material U.S. federal income tax consequences of the merger?

 

A:

For U.S. federal income tax purposes, the merger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. The obligation of each of IHS Markit and S&P Global to consummate the merger, however, is not conditioned upon the receipt by either IHS Markit or S&P Global of a tax opinion from its counsel or any other counsel on the qualification of the merger as a “reorganization” within the meaning of Section 368(a) of the Code. Assuming that the merger qualifies

 

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as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. holders (as defined in the discussion under the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”) of IHS Markit shares will generally not recognize gain or loss for U.S. federal income tax purposes, except with respect to any cash received in lieu of fractional shares of S&P Global common stock.

The U.S. federal income tax consequences described above may not apply to all holders of IHS Markit shares. You should read the discussion under the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 122 of this joint proxy statement/prospectus for a more complete discussion of the material U.S. federal income tax consequences of the merger. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to determine the tax consequences of the merger to you.

 

Q:

Where can I find the voting results of the S&P Global special meeting and the IHS Markit special meeting?

 

A:

We expect that the preliminary voting results will be announced at each of the S&P Global special meeting and the IHS Markit special meeting. In addition, within four business days following certification of the final voting results, each of S&P Global and IHS Markit intends to file the final voting results with the SEC on a Current Report on Form 8-K.

 

Q:

Are holders of S&P Global common stock entitled to appraisal rights?

 

A:

No. Holders of S&P Global common stock are not entitled to appraisal rights. For more information, see the section entitled “The Merger—Appraisal Rights in the Merger.”

 

Q:

Are holders of IHS Markit shares entitled to appraisal rights?

 

A:

Yes. Holders of IHS Markit shares who do not vote for the IHS Markit merger proposal and follow the requisite formalities are entitled to appraisal rights under the Bermuda Companies Act. For more information, see the section entitled “The Merger—Appraisal Rights in the Merger.”

 

Q:

What happens if I sell my shares of S&P Global common stock after the S&P Global record date but before the S&P Global special meeting?

 

A:

The S&P Global record date is earlier than the date of the S&P Global special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of S&P Global common stock after the S&P Global record date but before the date of the S&P Global special meeting, you will retain your right to vote at the S&P Global special meeting.

 

Q:

What happens if I sell my IHS Markit shares after the IHS Markit record date but before the IHS Markit special meeting?

 

A:

The IHS Markit record date is earlier than the date of the IHS Markit special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your IHS Markit shares after the IHS Markit record date but before the date of the IHS Markit special meeting, you will retain your right to vote at the IHS Markit special meeting. However, you will not have the right to receive the merger consideration to be received by IHS Markit shareholders in the merger. In order to receive the merger consideration, you must hold your shares through completion of the merger.

 

Q:

Are there any risks that I should consider in deciding whether to vote in favor of the S&P Global share issuance proposal, the IHS Markit merger proposal or the IHS Markit merger-related compensation proposal, as applicable?

 

A:

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page 40. You also should read and carefully consider the risk factors of S&P

 

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Global and IHS Markit contained in the documents that are incorporated by reference into this joint proxy statement/prospectus.

 

Q:

Whom should I contact if I have any questions about the proxy materials or voting?

 

A:

If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this joint proxy statement/prospectus or the enclosed S&P Global proxy card or IHS Markit proxy card, as applicable, you should contact Innisfree M&A Incorporated, referred to as Innisfree, the proxy solicitation agent for S&P Global, at 501 Madison Avenue, 20th floor, New York, New York 10022, Phone: (877) 750-8315 (toll-free), (212) 750-5833 (banks and brokers), Mackenzie Partners Inc., referred to as Mackenzie, the proxy solicitation agent for IHS Markit, at 1407 Broadway, 27th Floor, New York, New York 10018, Telephone: (800) 322-2885, Banks and Brokers: (212) 929-5500, Email: proxy@mackenziepartners.com, S&P Global Inc., at 55 Water Street, New York, New York 10041, Attention: Corporate Secretary, Telephone: (212) 438-1000, Email: corporate.secretary@spglobal.com, or IHS Markit Ltd. at 4th Floor, Ropemaker Place, 25 Ropemaker Street, London EC2Y 9LY, Attention: Company Secretary, Telephone: +44 20 7260 2000, Email: CompanySecretary@ihsmarkit.com, as applicable.

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF S&P GLOBAL

The following table presents selected historical consolidated financial data for S&P Global as of and for the years ended December 31, 2019, 2018, 2017, 2016 and 2015 and as of and for the nine months ended September 30, 2020 and September 30, 2019. The income statement data for the years ended December 31, 2019, 2018 and 2017 and the balance sheet data as of December 31, 2019 and 2018 have been obtained from S&P Global’s audited consolidated financial statements included in S&P Global’s Annual Report on Form 10-K for the year ended December 31, 2019, which is incorporated by reference into this joint proxy statement/prospectus. The income statement data for the years ended December 31, 2016 and 2015 and the balance sheet data as of December 31, 2017, 2016 and 2015 have been obtained from S&P Global’s audited consolidated financial statements for such years, which have not been incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data as of and for the nine months ended September 30, 2020 have been obtained from S&P Global’s unaudited condensed consolidated financial statements included in S&P Global’s Quarterly Report on Form 10-Q for the three months ended September 30, 2020, which is incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data as of September 30, 2019 have been obtained from S&P Global’s unaudited condensed consolidated financial statements included in S&P Global’s Quarterly Report on Form 10-Q for the three months ended September 30, 2019, which has not been incorporated by reference into this joint proxy statement/prospectus.

The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in S&P Global’s Annual Report on Form 10-K for the year ended December 31, 2019 and S&P Global’s Quarterly Report on Form 10-Q for the three months ended September 30, 2020, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes therein. See the section entitled “Where You Can Find More Information.”

 

		Nine Months Ended September 30,								Years Ended December 31,
		2020				2019				2019				2018				2017				2016				2015
		(in millions, except for per share amounts)
Income Statement Data:
Revenue		$	5,575			$	4,964			$	6,699			$	6,258			$	6,063			$	5,661			$	5,313
Net income attributable to S&P Global		$	1,885			$	1,582			$	2,123			$	1,958			$	1,496			$	2,106			$	1,156
Earnings per share attributable to the S&P Global common shareholders:
Basic		$	7.82			$	6.43			$	8.65			$	7.80			$	5.84			$	8.02			$	4.26
Diluted		$	7.78			$	6.40			$	8.60			$	7.73			$	5.78			$	7.94			$	4.21
Balance Sheet Data (as of period end):
Cash and cash equivalents		$	3,148			$	1,996			$	2,866			$	1,917			$	2,777			$	2,392			$	1,481
Total assets		$	11,452			$	10,188			$	11,348			$	9,441			$	9,425			$	8,669			$	8,183
Total debt		$	4,110			$	3,665			$	3,948			$	3,662			$	3,569			$	3,564			$	3,611
Equity		$	498			$	402			$	536			$	684			$	766			$	701			$	243

 

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF IHS MARKIT

The following table presents selected historical consolidated financial data for IHS Markit as of and for the years ended November 30, 2019, 2018, 2017, 2016 and 2015 and as of and for the nine months ended August 31, 2020 and August 31, 2019. The statement of operations data and cash flow data for the years ended November 30, 2019, 2018 and 2017 and the balance sheet data as of November 30, 2019 and 2018 have been obtained from IHS Markit’s audited consolidated financial statements included in IHS Markit’s Annual Report on Form 10-K for the year ended November 30, 2019, which is incorporated by reference into this joint proxy statement/prospectus. The statement of operations data and cash flow data for the years ended November 30, 2016 and 2015 and the balance sheet data as of November 30, 2017, 2016 and 2015 have been derived from IHS Markit’s audited consolidated financial statements for such year, which have not been incorporated by reference into this joint proxy statement/prospectus. On July 12, 2016, IHS Inc., a Delaware corporation, referred to as IHS, and Markit Ltd., a Bermuda exempted company, referred to as Markit, completed a merger, referred to as the 2016 merger, with IHS surviving the 2016 merger as an indirect and wholly owned subsidiary of Markit. Upon completion of the 2016 merger, Markit became the combined group holding company and was renamed IHS Markit Ltd. The 2016 merger has been accounted for as a business combination with IHS as the acquiring entity for accounting purposes. Accordingly, the selected historical consolidated financial data for IHS Markit includes the financial results of Markit beginning July 12, 2016 and Markit assets acquired and liabilities assumed have been adjusted based on fair value at the consummation of the 2016 merger. Therefore, the comparability of our operating results for fiscal 2017, 2016 and 2015 is significantly impacted by the 2016 merger. The selected historical consolidated financial data as of and for the nine months ended August 31, 2020 have been obtained from IHS Markit’s unaudited condensed consolidated financial statements included in IHS Markit’s Quarterly Report on Form 10-Q for the three months ended August 31, 2020, which is incorporated by reference into this joint proxy statement/prospectus. The selected historical consolidated financial data as of and for the nine months ended August 31, 2019 are derived from IHS Markit’s unaudited condensed consolidated financial statements included in IHS Markit’s Quarterly Report on Form 10-Q for the three months ended August 31, 2019, which is not incorporated by reference into this joint proxy statement/prospectus.

The information set forth below is not necessarily indicative of future results and should be read together with the other information contained in IHS Markit’s Annual Report on Form 10-K for the year ended November 30, 2019 and IHS Markit’s Quarterly Report on Form 10-Q for the three months ended August 31, 2020, including the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes therein. See the section entitled “Where You Can Find More Information.”

 

		Nine Months Ended August 31,								Years Ended November 30,
		2020				2019				2019				2018				2017				2016				2015
		(in millions, except for per share amounts)
Statement of Operations Data:
Revenue		$	3,180.6			$	3,294.2			$	4,414.6			$	4,009.2			$	3,599.7			$	2,734.8			$	2,184.3
Income from continuing operations attributable to IHS Markit Ltd.		$	719.6			$	299.6			$	502.7			$	542.3			$	416.9			$	143.6			$	188.9
Income from discontinued operations			—				—				—				—				—				9.2				51.3
Net income attributable to IHS Markit Ltd.		$	719.6			$	299.6			$	502.7			$	542.3			$	416.9			$	152.8			$	240.2

 

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		Nine Months Ended August 31,								Years Ended November 30,
		2020				2019				2019				2018				2017				2016				2015
		(in millions, except for per share amounts)
Basic earnings per share:
Income from continuing operations attributable to IHS Markit Ltd.		$	1.81			$	0.75			$	1.26			$	1.38			$	1.04			$	0.46			$	0.78
Income from discontinued operations			—				—				—				—				—				0.03				0.21
Net income attributable to IHS Markit Ltd.		$	1.81			$	0.75			$	1.26			$	1.38			$	1.04			$	0.49			$	0.99
Diluted earnings per share:
Income from continuing operations attributable to IHS Markit Ltd.		$	1.79			$	0.73			$	1.23			$	1.33			$	1.00			$	0.45			$	0.77
Income from discontinued operations			—				—				—				—				—				0.03				0.21
Net income attributable to IHS Markit Ltd.		$	1.79			$	0.73			$	1.23			$	1.33			$	1.00			$	0.48			$	0.97
Balance Sheet Data (as of period end):
Cash and cash equivalents		$	156.8			$	124.1			$	111.5			$	120.0			$	133.8			$	138.9			$	291.6
Total assets		$	16,233.6			$	15,903.6			$	16,087.2			$	16,062.3			$	14,554.4			$	13,936.6			$	5,577.5
Total long-term debt and capital leases		$	4,707.6			$	5,051.2			$	4,874.4			$	4,889.2			$	3,617.3			$	3,279.3			$	2,071.5
Total stockholders’ equity		$	8,592.9			$	8,235.0			$	8,415.8			$	8,020.5			$	8,004.4			$	8,084.4			$	2,200.9

 

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SELECTED UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL INFORMATION

The following table shows selected unaudited pro forma combined financial information about the financial condition and results of operations of the combined company after giving effect to the merger as described in the section entitled “Unaudited Pro Forma Combined Condensed Financial Information.” The selected unaudited pro forma combined condensed balance sheet data as of September 30, 2020 give effect to the merger as if it occurred on September 30, 2020. The selected unaudited pro forma combined condensed statement of income data for the nine months ended September 30, 2020 and for the year ended December 31, 2019 give effect to the merger as if it occurred on January 1, 2019, the first day of S&P Global’s 2019 fiscal year.

S&P Global’s fiscal year ends on December 31 of each year and IHS Markit’s fiscal year ends on November 30 of each year. The unaudited pro forma combined condensed statements of income are presented on the basis of S&P Global’s fiscal year and, since S&P Global’s and IHS Markit’s fiscal year ends differ by less than 93 days, pursuant to Rule 11-02(c)(3) of Regulation S-X, the pro forma presentation combines S&P Global’s statements of income and IHS Markit’s statements of operations using their respective fiscal years. The unaudited pro forma combined condensed balance sheet combines S&P Global’s and IHS Markit’s unaudited balance sheets as of September 30, 2020 and August 31, 2020, respectively.

The selected pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma combined condensed financial information of the combined company appearing elsewhere in this joint proxy statement/prospectus and the accompanying notes to the pro forma financial information. Additionally, the unaudited pro forma combined condensed financial information contains estimated adjustments, based upon available information and certain assumptions that we believe are reasonable under the circumstances. The assumptions underlying the pro forma adjustments are described in greater detail in the section entitled “Notes to Unaudited Pro Forma Combined Condensed Financial Information.” In addition, the pro forma financial information was based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of S&P Global and IHS Markit for the applicable periods, which have been incorporated in this joint proxy statement/prospectus by reference. See the sections entitled “Unaudited Pro Forma Combined Condensed Financial Information” and “Where You Can Find More Information” for additional information.

 

		Nine Months Ended September 30,				Year Ended December 31,
		2020				2019
		(in millions, except for per share amounts)
Income Statement Data:
Revenue		$	8,756			$	11,063
Net income attributable to S&P Global		$	2,197			$	1,945
Earnings per share attributable to the S&P Global common shareholders:
Basic		$	6.21			$	5.42
Diluted		$	6.17			$	5.36
Balance Sheet Data (as of September 30, 2020):
Cash and cash equivalents		$	3,055
Goodwill		$	35,584
Other intangible assets, net		$	16,511
Total assets		$	60,069
Total debt		$	9,788
Equity		$	38,695

 

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

The following table summarizes selected per share data (1) for S&P Global common stock on a historical basis for the nine months ended September 30, 2020 and for the year ended December 31, 2019, (2) for IHS Markit shares on a historical basis for the nine months ended August 31, 2020 and for the year ended November 30, 2019, and (3) for the combined company common stock on a pro forma equivalent basis for the nine months ended September 30, 2020 and for the fiscal year ended December 31, 2019. The pro forma per share data is presented as if the merger had been completed on January 1, 2019 for net income (loss) per share purposes and on September 30, 2020 for book value per share purposes. The per share information provided in the tables below is unaudited.

The information in the table is based on, and should be read together with, the historical financial information of S&P Global and IHS Markit which is incorporated by reference in this joint proxy statement/prospectus and the financial information contained under “Unaudited Pro Forma Combined Condensed Financial Information,” “Selected Historical Financial Data—Selected Historical Consolidated Financial Data of S&P Global” and “Selected Historical Financial Data—Selected Historical Consolidated Financial Data of IHS Markit.” See the section entitled “Where You Can Find More Information.”

The unaudited pro forma combined per share data is presented for illustrative purposes only and is not necessarily indicative of actual or future financial position or results of operations that would have been realized if the merger had been completed as of the date indicated or will be realized upon the completion of the merger. The summary pro forma information is preliminary, based on initial estimates of the fair value of assets acquired (including intangible assets) and liabilities assumed, and is subject to change as more information regarding the fair values are obtained, which changes could be materially different than the initial estimates.

S&P Global’s fiscal year ends on December 31 of each year and IHS Markit’s fiscal year ends on November 30 of each year. The unaudited pro forma per share data are presented on the basis of S&P Global’s fiscal year and, since S&P Global’s and IHS Markit’s fiscal year ends differ by less than 93 days, pursuant to Rule 11-02(c)(3) of Regulation S-X, the pro forma presentation combines S&P Global’s per share data and those of IHS Markit using their respective fiscal years.

 

		As of or for the nine months ended September 30, 2020				As of or for the fiscal year ended December 31, 2019
S&P Global—Historical
Book value per share		$	47.60			$	46.81
Cash dividends per share		$	2.01			$	2.28
Earnings per share of common stock—diluted			7.78			$	8.60
Earnings per share of common stock—basic			7.82			$	8.65

 

		As of or for the nine months ended August 31, 2020				As of or for the fiscal year ended November 30, 2019
IHS Markit—Historical
Book value per share		$	21.57			$	21.13
Cash dividends per share		$	0.51				—
Earnings per common share—diluted		$	1.79			$	1.23
Earnings per common share—basic		$	1.81			$	1.26

 

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		As of or for the nine months ended September 30, 2020				As of or for the fiscal year ended December 31, 2019
Pro Forma Combined (Unaudited)
Book value per share		$	109.21				N/A
Cash dividends per share(1)			—				—
Earnings per share of common stock—diluted		$	6.17			$	5.36
Earnings per share of common stock—basic		$	6.21			$	5.42

 

		As of or for the nine months ended September 30, 2020				As of or for the fiscal year ended December 31, 2019
Pro Forma Equivalent (Unaudited)(2)
Book value per share		$	30.99				N/A
Cash dividends per share(1)			—				—
Earnings per share of common stock—diluted		$	1.75			$	1.52
Earnings per share of common stock—basic		$	1.76			$	1.54

 

(1)	Pro forma combined dividends per share is not presented, as the dividend policy of the combined company will be determined by the board of directors of the combined company following completion of the merger.

 

(2)	Pro forma equivalent per common share amounts were determined using the pro forma combined per common share data multiplied by 0.2838 (the exchange ratio).

 

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COMPARATIVE PER SHARE MARKET PRICE DATA AND DIVIDENDS

Market Prices

Shares of S&P Global and IHS Markit trade on the NYSE under the symbols “SPGI” and “INFO,” respectively. As of December 31, 2020, the last date before the date of this joint proxy statement/prospectus for which it was practicable to obtain this information, there were 240,609,156 shares of S&P Global common stock outstanding and approximately 2,834 holders of record of S&P Global common stock, and 396,591,905 IHS Markit shares issued and outstanding (excluding 25,219,470 IHS Markit shares held by the EBT) and approximately 67 holders of record of IHS Markit shares.

On November 27, 2020, the last trading day before the public announcement of the signing of the merger agreement, the closing sale price per share of S&P Global common stock was $341.57 and the closing sale price per IHS Markit share was $92.58. On January 7, 2021, the latest practicable date before the date of this joint proxy statement/prospectus, the closing sale price per share of S&P Global common stock was $329.07 and the closing sale price per IHS Markit share was $90.88. The closing sale price per share of S&P Global common stock has fluctuated as high as $351.78 and as low as $313.63 between November 27, 2020 and January 7, 2021, the last date before the date of this joint proxy statement/prospectus for which it was practicable to obtain this information. The closing sale price per IHS Markit share has fluctuated as high as $99.46 and as low as $85.60 between November 27, 2020 and January 7, 2021, the last date before the date of this joint proxy statement/prospectus for which it was practicable to obtain this information. The table below sets forth the equivalent implied market value per IHS Markit share on November 27, 2020 and January 7, 2021, as determined by multiplying the closing prices of shares of S&P Global common stock on those dates by the exchange ratio of 0.2838.

 

		Per Share Price of S&P Global Common Stock				Per Share Price of IHS Markit Shares				Implied Per Share Value of Merger Consideration
November 27, 2020		$	341.57			$	92.58			$	96.94
January 7, 2021		$	329.07			$	90.88			$	93.39

The market prices of S&P Global common stock and IHS Markit shares have fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this joint proxy statement/prospectus to the dates of the S&P Global special meeting and the IHS Markit special meeting and the date the merger is completed and thereafter. No assurance can be given concerning the market prices of S&P Global common stock or IHS Markit shares before completion of the merger or of S&P Global common stock after completion of the merger. The exchange ratio is fixed in the merger agreement, but the market price of S&P Global common stock (and therefore the market value of the merger consideration) when received by IHS Markit shareholders after the merger is completed will depend on the closing price of S&P Global common stock on the day such shareholders receive their shares of S&P Global common stock pursuant to the merger agreement. Such market price could be greater than, less than or the same as shown in the table above. Accordingly, IHS Markit shareholders are advised to obtain current market quotations for S&P Global common stock and IHS Markit shares in deciding whether to vote to approve the IHS Markit merger proposal.

Dividends

S&P Global currently expects to continue to pay a quarterly dividend on shares of S&P Global common stock and last paid a dividend on December 10, 2020 of $0.67 per share.

IHS Markit currently expects to continue to pay a quarterly dividend on IHS Markit shares and last paid a dividend on November 16, 2020 of $0.17 per share.

In addition, the merger agreement provides that S&P Global and IHS Markit will coordinate the declaration of, record dates for and payment of dividends in respect of their shares to ensure that IHS Markit shareholders do not receive two dividends, or fail to receive one dividend, in any quarter with respect to IHS Markit shares, on the one hand, and shares of S&P Global common stock issuable in the merger, on the other hand.

 

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Subject to the limitations set forth in the merger agreement, any future dividends by S&P Global will be made at the discretion of the S&P Global board. Subject to the limitations set forth in the merger agreement, any future dividends by IHS Markit will be made at the discretion of the IHS Markit board. There can be no assurance that any future dividends will be declared or paid by S&P Global or IHS Markit or as to the amount or timing of those dividends, if any.

After completion of the merger, any former IHS Markit shareholder who holds shares of S&P Global common stock into which IHS Markit shares have been converted in connection with the merger will receive all dividends or other distributions declared and paid on shares of S&P Global common stock with a record date on or after the completion of the merger. However, no dividend or other distribution having a record date after completion of the merger will actually be paid with respect to any shares of S&P Global common stock into which IHS Markit shares have been converted in connection with the merger until the certificates formerly representing IHS Markit shares have been surrendered or the book-entry shares formerly representing IHS Markit shares have been transferred to the exchange agent in accordance with the merger agreement, at which time any such accrued dividends and other distributions on those shares of S&P Global common stock will be paid without interest.

For more details regarding dividends, see “The Merger Agreement—Conduct of Business” beginning on page 136.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This joint proxy statement/prospectus contains statements which, to the extent they are not statements of historical or present fact, constitute “forward-looking statements” under the securities laws. From time to time, oral or written forward-looking statements may also be included in other information released to the public. These forward-looking statements are intended to provide IHS Markit’s and S&P Global’s respective management’s current expectations or plans for S&P Global’s or the combined company’s future operating and financial performance, based on assumptions currently believed to be valid. Forward-looking statements can be identified by the use of words such as “believe,” “expect,” “expectations,” “plans,” “strategy,” “prospects,” “estimate,” “project,” “target,” “anticipate,” “will,” “should,” “see,” “guidance,” “outlook,” “confident,” “on track” and other words of similar meaning. Forward-looking statements may include, among other things, statements relating to future sales, earnings, cash flow, results of operations, uses of cash, share repurchases, tax rates, research and development, referred to as R&D, spend, other measures of financial performance, potential future plans, strategies or transactions, credit ratings and net indebtedness, other anticipated benefits of the merger, including estimated synergies and customer cost savings resulting from the merger, the expected timing of completion of the merger, estimated costs associated with the transaction and other statements that are not historical facts. All forward-looking statements involve risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the U.S. Private Securities Litigation Reform Act of 1995. Such risks, uncertainties and other factors include, without limitation:

 

•

the satisfaction of the conditions precedent to consummation of the merger, including the ability to secure regulatory approvals on the terms expected, the S&P Global shareholder approval and the IHS Markit shareholder approval at all or in a timely manner;

 

•

the occurrence of events that may give rise to a right of one or both of the parties to terminate the merger agreement;

 

•

uncertainty relating to the impact of the merger on the businesses of S&P Global and IHS Markit, including potential adverse reactions or changes to the market price of S&P Global common stock and IHS Markit shares resulting from the announcement or completion of the merger 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;

 

•

risks relating to the value of the S&P Global common stock to be issued in the merger, significant transaction costs and/or unknown liabilities;

 

•

the ability of S&P Global to successfully integrate IHS Markit’s operations and retain and hire key personnel of both companies;

 

•

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 merger and realize expected synergies;

 

•

business disruption following the merger;

 

•

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 consequences of United Kingdom’s withdrawal from the European Union, natural and man-made disasters, civil unrest, pandemics (e.g., the ongoing 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;

 

•

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,

 

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including the ability to function remotely during long-term disruptions such as the ongoing COVID-19 pandemic;

 

•

the impact of public health crises, such as pandemics (including the ongoing 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, shutdown or similar actions and policies;

 

•

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

 

•

changes in debt and equity markets, including credit quality and spreads;

 

•

demand for investment products that track indices and assessments, and trading volumes of certain exchange-traded derivatives;

 

•

changes in financial markets, capital, credit and commodities markets and interest rates;

 

•

the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events;

 

•

the parties’ ability to meet expectations regarding the accounting and tax treatments of the merger; and

 

•

other risk factors as detailed from time to time in S&P Global’s and IHS Markit’s reports filed with the SEC, including S&P Global’s and IHS Markit’s respective annual reports on Form 10-K, quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC, including the risks and uncertainties set forth in or incorporated by reference into this joint proxy statement/prospectus in the section entitled “Risk Factors.”

There can be no assurance that the merger or any other transaction described in this joint proxy statement/prospectus will in fact be completed in the manner described or at all. Any forward-looking statement speaks only as of the date on which it is made, and S&P Global and IHS Markit assume no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

 

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RISK FACTORS

Risks Related to the Transaction

The merger is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete, or unexpected delays in completing, the merger or any termination of the merger agreement could have material adverse effects on S&P Global and IHS Markit.

The completion of the merger is subject to a number of conditions, including, among other things, the receipt of the S&P Global shareholder approval and the IHS Markit shareholder approval and the receipt of certain regulatory approvals, which make the completion and timing of the merger uncertain. See the section entitled “The Merger Agreement—Conditions to the Merger” for a more detailed discussion. In addition, the ongoing COVID-19 pandemic could delay the receipt of certain regulatory approvals. The failure to satisfy all of the required conditions could delay the completion of the merger for a significant period of time or prevent it from occurring at all. There can be no assurance that the conditions to the completion of the merger will be satisfied or waived or that the merger will be completed.

In addition, either S&P Global or IHS Markit may terminate the merger agreement under certain circumstances, including if the merger is not completed by the outside date. In certain circumstances, upon termination of the merger agreement, IHS Markit would be required to pay a termination fee of $1.075 billion to S&P Global, and in certain circumstances, upon termination of the merger agreement, S&P Global would be required to pay a termination fee of $2.380 billion to IHS Markit, each as contemplated by the merger agreement. For further discussion, see the section entitled “The Merger Agreement—Termination—Expenses and Termination Fees.”

If the merger is not completed, each of S&P Global and IHS Markit may be materially adversely affected and, without realizing any of the benefits of having completed the merger, will be subject to a number of risks, including the following:

 

•

the market price of S&P Global common stock or IHS Markit shares could decline;

 

•

if the merger agreement is terminated and the S&P Global board or the IHS Markit board seeks another business combination, S&P Global or IHS Markit shareholders, as applicable, cannot be certain that S&P Global or IHS Markit, as applicable, will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that the other party has agreed to in the merger agreement;

 

•

time and resources, financial and otherwise, committed by S&P Global’s and IHS Markit’s management to matters relating to the merger could otherwise have been devoted to pursuing other beneficial opportunities;

 

•

S&P Global or IHS Markit may experience negative reactions from the financial markets or from their respective customers, suppliers or employees; and

 

•

S&P Global and IHS Markit will each be required to pay its expenses relating to the merger, such as legal, accounting and financial advisory fees, whether or not the merger is completed.

In addition, if the merger is not completed, each of S&P Global and IHS Markit could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against such party to perform its obligations under the merger agreement. Any of these risks could materially and adversely impact S&P Global’s or IHS Markit’s ongoing business, financial condition, results of operations and the market price of shares of S&P Global common stock or IHS Markit shares.

Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with delay and uncertainty about completion of the

 

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merger and could materially and adversely impact S&P Global’s and IHS Markit’s ongoing business, financial condition, results of operations and the market price of shares of S&P Global common stock or IHS Markit shares.

The merger is subject to the termination or expiration of applicable waiting periods and the receipt of approvals, consents or clearances from several regulatory authorities that may impose conditions that could have an adverse effect on S&P Global, IHS Markit or the combined company or, if not obtained, could prevent completion of the merger.

Before the merger may be completed, any applicable waiting period (and any extension thereof) under the HSR Act relating to the completion of the merger, must have expired or been terminated and any authorization or consent from a governmental authority required to be obtained with respect to the merger under other applicable foreign regulatory laws as described under “The Merger Agreement—Covenants and Agreements—Efforts to Complete the Merger,” must have been obtained. In deciding whether to grant the required regulatory authorization or consent, the relevant governmental entities will consider the effect of the merger within their relevant jurisdiction, including, among other things, the impact on the parties’ respective customers and suppliers and the applicable industry. The terms and conditions of the authorizations and consents that are granted, if any, may impose requirements, limitations or costs or place restrictions on the conduct of the combined company’s business or may materially delay the completion of the merger.

Under the merger agreement, S&P Global and IHS Markit have agreed to use their respective reasonable best efforts to, among other things, obtain all necessary actions or nonactions, waivers, consents and approvals from governmental entities and to refrain from taking any action that would reasonably be expected to impede, interfere with, prevent or materially delay the consummation of the merger. However, S&P Global’s and IHS Markit’s obligations to take such actions are subject to limitations, including that neither S&P Global nor IHS Markit will be required to commit to or effect any sale, divestiture, disposition, restriction or other action that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, financial condition or results of operations of S&P Global, IHS Markit and their respective subsidiaries, taken as a whole (where “S&P Global, IHS Markit and their respective subsidiaries, taken as a whole” means a consolidated group of entities of the size and scale of a hypothetical company that is 100% of the size of IHS Markit and its subsidiaries, taken as a whole, as of the date of the merger agreement). For a more detailed description of S&P Global’s and IHS Markit’s obligations to obtain required regulatory authorizations and approvals, see the section entitled “The Merger Agreement—Covenants and Agreements—Efforts to Complete the Merger.”

In addition, at any time before or after the completion of the merger, and notwithstanding the termination of applicable waiting periods, the applicable U.S. or foreign regulatory authorities or any state attorney general could take such action under antitrust or other applicable laws as such party deems necessary or desirable in the public interest. Such action could include, among other things, seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. In addition, in some circumstances, a third party could initiate a private action challenging, seeking to enjoin or seeking to impose conditions on the merger. S&P Global and IHS Markit may not prevail and may incur significant costs in defending or settling any such action. For a more detailed description of the regulatory review process, see the section entitled “The Merger—Regulatory Approvals.”

There can be no assurance that the conditions to the completion of the merger set forth in the merger agreement relating to applicable regulatory laws will be satisfied.

 

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The merger agreement contains provisions that limit S&P Global’s and IHS Markit’s ability to pursue alternatives to the merger, could discourage a potential competing transaction counterparty of S&P Global or IHS Markit from making a favorable alternative transaction proposal, and provide that, in specified circumstances, each of S&P Global and IHS Markit would be required to pay a termination fee.

The merger agreement contains provisions that make it more difficult for each of S&P Global and IHS Markit to be acquired by, or enter into certain combination transactions with, a third party. The merger agreement contains certain provisions that restrict each of S&P Global’s and IHS Markit’s ability to, among other things, solicit, initiate or knowingly encourage, or knowingly take any other action designed to facilitate any alternative transaction, or participate in any discussions or negotiations, or cooperate in any way with any person, with respect to any alternative transaction. In addition, following receipt by either of S&P Global or IHS Markit of any alternative transaction proposal that constitutes a “superior proposal,” each of IHS Markit or S&P Global, respectively, will have an opportunity to offer to modify the terms of the merger agreement before the S&P Global board or the IHS Markit board, respectively, may withdraw, qualify or modify its recommendation with respect to the S&P Global share issuance proposal or the IHS Markit merger proposal, respectively, in favor of such superior proposal, as described further under “The Merger Agreement—Covenants and Agreements—Changes in Board Recommendations.”

These provisions could discourage a potential third-party acquiror or merger partner that might have an interest in acquiring or combining with all or a significant portion of S&P Global or IHS Markit or pursuing an alternative transaction from considering or proposing such a transaction.

In some circumstances, upon termination of the merger agreement, IHS Markit would be required to pay a termination fee of $1.075 billion to S&P Global, and in some circumstances, upon termination of the merger agreement, S&P Global would be required to pay a termination fee of $2.380 billion to IHS Markit, each as contemplated by the merger agreement. For further discussion, see the section entitled “The Merger Agreement—Termination—Expenses and Termination Fees.”

If the merger agreement is terminated and either of S&P Global or IHS Markit determines to seek another business combination transaction, S&P Global or IHS Markit may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

The exchange ratio is fixed and will not be adjusted to reflect any change in either S&P Global’s stock price or IHS Markit’s share price prior to the closing of the merger.

Upon completion of the merger, each issued and outstanding IHS Markit share (other than excluded shares and dissenting shares) will be converted into the right to receive the merger consideration, which is equal to 0.2838 fully paid and nonassessable shares of S&P Global common stock (and, if applicable, cash in lieu of fractional shares, without interest), and less any applicable withholding taxes. This exchange ratio was fixed in the merger agreement and will not be adjusted for changes in the market price of either S&P Global common stock or IHS Markit shares.

It is impossible to accurately predict the market price of S&P Global common stock at the completion of the merger and, therefore, impossible to accurately predict the market price of the shares of S&P Global common stock that IHS Markit shareholders will receive in the merger. The market price for S&P Global common stock may fluctuate both prior to the completion of the merger and thereafter for a variety of reasons, including, among others, general market and economic conditions, the demand for S&P Global’s or IHS Markit’s products and services, changes in laws and regulations, other changes in S&P Global’s and IHS Markit’s respective businesses, operations, prospects and financial results of operations, market assessments of the likelihood that the merger will be completed, and the expected timing of the merger. Many of these factors are beyond S&P Global’s and IHS Markit’s control. As a result, the market value represented by the exchange ratio will also vary.

We cannot assure you that, following the merger, the market price of the combined company common stock will equal or exceed what the combined market price of S&P Global common stock and IHS Markit shares

 

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would have been in the absence of the merger. It is possible that after the merger, the equity value of the combined company will be less than the combined equity value of S&P Global and IHS Markit before the merger.

Neither S&P Global nor IHS Markit is permitted to terminate the merger agreement solely because of changes in the market prices of S&P Global common stock or IHS Markit shares. In addition, the market value of S&P Global common stock (based on the trading price of shares of S&P Global common stock) may vary significantly from the dates of the S&P Global special meeting and the IHS Markit special meeting to the date of the completion of the merger. IHS Markit shareholders are advised to obtain current market quotations for S&P Global common stock and IHS Markit shares in deciding whether to vote to approve the IHS Markit merger proposal. There is no assurance that the merger will be completed, that there will not be a delay in the completion of the merger, or that all or any of the anticipated benefits of the merger will be obtained.

For more information about the historical market prices of S&P Global common stock and IHS Markit shares, see “Comparative Per Share Market Price Data and Dividends—Market Prices.”

Each party is subject to business uncertainties and contractual restrictions while the merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the merger, it is possible that some customers, suppliers, partners and other persons with whom S&P Global and/or IHS Markit has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with S&P Global or IHS Markit, as the case may be, as a result of the merger or otherwise, which could negatively affect S&P Global’s or IHS Markit’s respective revenues, earnings and/or cash flows, as well as the market price of S&P Global common stock or IHS Markit shares, regardless of whether the merger is completed.

Under the terms of the merger agreement, each of S&P Global and IHS Markit is subject to certain restrictions on the conduct of its business prior to completing the merger, which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to acquire or dispose of assets or pay dividends or incur capital expenditures above a certain amount. In addition, IHS Markit is restricted in its ability in certain cases to enter into or amend contracts, incur indebtedness or settle claims. Such limitations could adversely affect each of S&P Global’s and IHS Markit’s business and operations prior to the completion of the merger.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger. For further discussion, see the section entitled “The Merger Agreement—Covenants and Agreements—Conduct of Business.”

The combined company may suffer a material adverse impact to its business, financial condition and results of operations following completion of the merger as a result of triggering change-in-control or other provisions in certain customer, vendor, joint venture and other agreements to which S&P Global or IHS Markit is a party, and the exercise of any rights by counterparties in connection with such provisions.

The completion of the merger is expected to trigger change-in-control and other provisions in certain customer, vendor, joint venture and other agreements to which S&P Global or IHS Markit is a party. If S&P Global or IHS Markit is unable to negotiate consents with respect to or waivers of those provisions, which in many cases the parties do not expect to be able to negotiate, counterparties may exercise their rights and remedies under these agreements, which may include terminating the agreements, seeking monetary damages or equitable remedies, the acceleration of certain benefits of the counterparty or obligations of S&P Global or IHS Markit or requiring the contribution or disposition of material assets of the combined company. Even if S&P Global or IHS Markit is able to negotiate consents or waivers, the counterparties may require a fee for such consents or waivers or seek to renegotiate the agreements on terms less favorable to S&P Global or IHS Markit.

 

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Any of the foregoing or similar developments may have a material adverse impact on the combined company’s business, financial condition and results of operations following completion of the merger.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of the combined company following completion of the merger.

S&P Global and IHS Markit are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. The combined company’s success after the completion of the merger will depend in part upon the ability of the combined company to motivate and retain certain key management personnel and employees of S&P Global and IHS Markit. Prior to the completion of the merger, current and prospective employees of S&P Global and IHS Markit may experience uncertainty about their roles following the completion of the merger, which may have an adverse effect on the ability of each of S&P Global and IHS Markit to attract, motivate or retain key management and other key personnel. Adverse effects arising from the difficulty in retaining key employees during the pendency of the merger could be exacerbated by any delays in completion of the merger or termination of the merger agreement. No assurance can be given that the combined company, after the completion of the merger, will be able to attract, motivate or retain key management personnel and other key employees to the same extent that S&P Global and IHS Markit have previously been able to attract, motivate or retain their own employees.

In addition, pursuant to change-in-control provisions in their respective employment agreements with IHS Markit, certain employees of IHS Markit are entitled to receive severance payments upon a qualifying termination of employment or certain changes in their position or compensation. For a more detailed discussion, see “The Merger—Interests of IHS Markit’s Directors and Executive Officers in the Merger.” If employees of S&P Global or IHS Markit depart, the integration of the companies may be more difficult and this could have an adverse effect on the business, financial condition and results of operations of the combined company. Furthermore, the combined company may have to incur significant time and resources, financial and otherwise, to identify and hire replacements for departing employees and may lose significant expertise and talent relating to the businesses of S&P Global or IHS Markit, and the combined company’s ability to realize the anticipated benefits of the merger may be adversely affected.

The unaudited pro forma combined condensed financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and may not be reflective of the business, financial condition and results of operations of the combined company following completion of the merger.

The unaudited pro forma combined condensed financial information in this joint proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma combined condensed financial information is subject to a number of assumptions (including, but not limited to, those related to industry performance and competition, general business, the financial data and related industries, and economic, market and financial conditions and additional matters specific to S&P Global’s or IHS Markit’s business, as applicable) that are inherently subjective and uncertain and are beyond the control of S&P Global and IHS Markit, and does not take into account any potential synergies related to the proposed transaction. Additionally, the unaudited pro forma combined condensed financial information in this joint proxy statement/prospectus does not reflect the effect of any divestitures that may be required in connection with the merger to obtain regulatory approvals. Therefore, the combined company’s actual results and financial position after the merger may differ materially and adversely from the unaudited pro forma combined condensed financial data that is included in this joint proxy statement/prospectus. For further discussion, see “Unaudited Pro Forma Combined Condensed Financial Information.”

 

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The financial analyses and forecasts considered by S&P Global and IHS Markit and their respective financial advisors may not be realized, which may adversely affect the market price of shares of the combined company’s common stock following the completion of the merger.

In performing their financial analyses and rendering their opinions regarding the fairness, from a financial point of view, of the exchange ratio, each of the respective financial advisors to S&P Global and IHS Markit relied on, among other things, internal stand-alone financial analyses and forecasts as separately provided to each respective financial advisor by S&P Global and IHS Markit. See “The Merger—Certain Unaudited Prospective Financial Information.” The unaudited prospective financial information of S&P Global and IHS Markit was not prepared with a view towards public disclosure, and the unaudited prospective financial information and estimated synergies were not prepared with a view toward compliance with the published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. These projections are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These projections are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of S&P Global and IHS Markit. There can be no assurance that S&P Global’s or IHS Markit’s business, financial condition or results of operations will be consistent with those set forth in such analyses and forecasts, which could have a material impact on the market price of shares of the combined company’s common stock following the merger.

The opinions of S&P Global’s and IHS Markit’s financial advisors will not be updated to reflect changes in circumstances between the date of such opinions and the completion of the merger.

S&P Global and IHS Markit have not obtained updated opinions from their respective financial advisors as of the date of this joint proxy statement/prospectus, and neither S&P Global nor IHS Markit anticipates asking its financial advisors to update their opinions. Changes in the operations and prospects of S&P Global or IHS Markit, general market and economic conditions and other factors that may be beyond the control of S&P Global and IHS Markit, and on which S&P Global’s and IHS Markit’s financial advisors’ opinions were based, may significantly alter the prices of shares of S&P Global common stock or IHS Markit shares by the time the merger is completed. The opinions do not speak as of the time the merger will be completed or as of any other date other than the date of such opinions. Because S&P Global’s and IHS Markit’s financial advisors will not be updating their opinions, which were issued in connection with the signing of the merger agreement, the opinions will not address the fairness, from a financial point of view, of the merger consideration at the time the merger is completed. The S&P Global board’s recommendation that S&P Global shareholders vote “FOR” the S&P Global share issuance proposal and the IHS Markit board’s recommendation that IHS Markit shareholders vote “FOR” the IHS Markit merger proposal and the IHS Markit merger-related compensation proposal, however, are made as of the date of this joint proxy statement/prospectus. For a description of the opinions that S&P Global and IHS Markit received from their respective financial advisors, please refer to “The Merger—Opinion of S&P Global’s Financial Advisor” and “—Opinion of IHS Markit’s Financial Advisor.”

S&P Global’s executive officers and directors and IHS Markit’s executive officers and directors have interests in the merger that may be different from, or in addition to, S&P Global’s and IHS Markit’s shareholders’ interests generally.

When considering the recommendation of the S&P Global board that S&P Global shareholders approve the S&P Global share issuance proposal and the recommendation of the IHS Markit board that the IHS Markit shareholders approve the IHS Markit merger proposal, such shareholders should be aware that certain directors and executive officers of S&P Global and directors and executive officers of IHS Markit have certain interests in the merger that may be different from, or in addition to, the interests of such shareholders generally, including potential accelerated vesting of equity awards and severance payments and certain arrangements and agreements with S&P Global. The S&P Global board was aware of the interests of S&P Global’s directors and executive officers, the IHS Markit board was aware of the interests of IHS Markit’s directors and executive officers, and

 

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each board considered such interests, among other matters, when it approved the merger agreement and the statutory merger agreement and in making its recommendations to its shareholders, respectively. See the sections entitled “The Merger—Interests of Certain of S&P Global’s Directors and Executive Officers in the Merger” and “The Merger—Interests of IHS Markit’s Directors and Executive Officers in the Merger” for a more detailed description of these interests. As a result of these interests, these directors (as applicable) and executive officers might be more likely to support and to vote in favor of the proposals described in this joint proxy statement/prospectus than if they did not have these interests. S&P Global and IHS Markit shareholders should consider whether these interests might have influenced these directors (as applicable) and executive officers to recommend adopting the merger agreement.

Following the merger, the composition of the combined company board of directors will be different than the composition of the current S&P Global board or the current IHS Markit board.

The S&P Global board currently consists of 13 directors and the IHS Markit board currently consists of 13 directors. Upon completion of the merger, and taking into account Charles E. Haldeman, Jr.’s previously disclosed retirement from the S&P Global board, the board of directors of the combined company is expected to consist of 16 directors, including the current directors of S&P Global and four independent directors proposed by IHS Markit and reasonably acceptable to S&P Global. See the section entitled “The Merger—Governance of the Combined Company.” This new composition of the board of directors of the combined company may affect the future decisions of the combined company.

S&P Global and IHS Markit shareholders will be diluted by the merger.

The merger will dilute the ownership position of S&P Global and IHS Markit shareholders and result in each of S&P Global and IHS Markit shareholders having an ownership stake and voting interest in the combined company that is smaller than their current stake in S&P Global or IHS Markit, respectively. Based on the number of IHS Markit shares and shares of S&P Global common stock expected to be issued and outstanding as of immediately prior to the completion of the merger (including shares underlying equity awards), we estimate that, immediately following completion of the merger, former holder of IHS Markit shares and equity awards will own approximately 32.25% of the common stock of the combined company and pre-merger holders of S&P Global common stock and equity awards will own approximately 67.75% of the common stock of the combined company, in each case on a fully diluted basis. Consequently, S&P Global and IHS Markit shareholders, as a general matter, will have less influence over the management and policies of the combined company after the effective time of the merger than they currently exercise over the management and policies of S&P Global and IHS Markit, respectively.

S&P Global or IHS Markit may waive one or more of the closing conditions without re-soliciting shareholder approval.

S&P Global or IHS Markit may determine to waive, in whole or in part, one or more of the conditions to their respective obligations to complete the merger. S&P Global and IHS Markit currently expect to evaluate the materiality of any waiver and its effect on S&P Global or IHS Markit shareholders, as applicable, in light of the facts and circumstances at the time to determine whether any amendment of this joint proxy statement/prospectus or any re-solicitation of proxies is required in light of such waiver. Any determination as to whether to waive any condition to the merger, and as to whether to re-solicit shareholder approval and/or amend this joint proxy statement/prospectus as a result of such waiver, will be made by S&P Global and IHS Markit, as applicable, at the time of such waiver based on the facts and circumstances as they exist at that time.

Lawsuits may be filed against S&P Global and IHS Markit challenging the merger and an adverse ruling in any such lawsuit may prevent the merger from being completed or from being completed within the expected time frame.

One of the conditions to the completion of the merger is the absence of any judgment, order, decree, statute, law, ordinance, rule or regulation, entered, enacted, promulgated, enforced or issued by any court or other

 

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governmental entity of competent jurisdiction or other legal restraint or prohibition in effect preventing the completion of the merger. Accordingly, if litigation is filed challenging the merger and a plaintiff is successful in obtaining an order enjoining completion of the merger, then such order may prevent the merger from being completed or from being completed within the expected time frame.

Potential payments made to dissenting IHS Markit shareholders in respect of their rights to appraisal of their shares could exceed the amount of consideration otherwise payable to them under the terms of the merger agreement.

Any IHS Markit shareholder may apply, within one month after the date of giving of notice convening the IHS Markit special meeting, for an appraisal of the fair value of their IHS Markit common shares. See “The Merger—Appraisal Rights in the Merger.” Depending on whether the appraisal proceedings brought by a dissenting IHS Markit shareholder are concluded before or after the completion of the merger, either S&P Global or the combined company may be required to pay the fair value appraised by the court to such dissenting shareholder, which could be equal to or more than the merger consideration. Any such payments may have a material adverse effect on the combined company’s business, financial condition and results of operations, as well as the market price of the shares of the combined company’s common stock.

Risks Related to the Combined Company

The combined company may be unable to successfully integrate the businesses of S&P Global and IHS Markit or realize the anticipated benefits of the merger.

The success of the merger will depend, in part, on the combined company’s ability to successfully combine and integrate the businesses of S&P Global and IHS Markit, and realize the anticipated benefits, including synergies, cost savings, innovation and technological opportunities and operational efficiencies from the merger in a manner that does not materially disrupt existing customer, supplier and employee relations and does not result in decreased revenues due to losses of, or decreases in demand by, customers. The ability of the combined company to realize these anticipated benefits is subject to certain risks including whether the combined business will perform as expected, the possibility that S&P Global paid more for IHS Markit than the value the combined company will derive from the merger and the assumption of known and unknown liabilities of IHS Markit. If the combined company is unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected, and the value of the combined company common stock may decline. The combined company may fail to realize some or all of the anticipated benefits of the merger if the integration process takes longer than expected or is more costly than expected.

The integration of the two companies may result in material challenges, including:

 

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managing a larger, more complex combined business;

 

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maintaining employee morale and retaining key management and other employees;

 

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retaining existing business and operational relationships, including customers, suppliers and employees and other counterparties, as may be impacted by contracts containing consent and/or other provisions that may be triggered by the merger, and attracting new business and operational relationships;

 

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consolidating corporate and administrative infrastructures and eliminating duplicative operations, including unanticipated issues in integrating financial reporting, information technology infrastructure, data and content management systems and product platforms, communications and other systems;

 

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coordinating geographically separate organizations, including consolidating offices of S&P Global and IHS Markit that are currently in or near the same location;

 

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harmonizing the companies’ operating practices, employee development and compensation programs, internal controls, compliance programs and other policies, procedures and processes;

 

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•

addressing possible differences in business backgrounds, corporate cultures and management philosophies; and

 

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unforeseen expenses or delays associated with the merger.

Many of these factors will be outside of S&P Global’s and/or IHS Markit’s control, and any one of them could result in delays, increased costs, decreases in the amount of expected revenues and other adverse impacts, which could materially affect the combined company’s business, financial condition and results of operations.

Due to legal restrictions, S&P Global and IHS Markit are currently permitted to conduct only limited planning for the integration of the two companies following the merger. The actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized on a timely basis, if at all.

Upon completion of the merger, IHS Markit shareholders will have different rights under the combined company’s governing documents than they do currently under IHS Markit’s governing documents.

Upon completion of the merger, IHS Markit shareholders will no longer be shareholders of IHS Markit, but will instead become shareholders of the combined company and their rights as shareholders will be governed by the terms of S&P Global’s amended and restated certificate of incorporation and by-laws, which we refer to as the S&P Global certificate of incorporation and the S&P Global by-laws, respectively. The terms of the S&P Global certificate of incorporation and the S&P Global by-laws will be in some respects different than the terms of IHS Markit’s memorandum of association and its amended and restated bye-laws, which we refer to as the IHS Markit memorandum of association and the IHS Markit bye-laws, respectively, which currently govern the rights of IHS Markit shareholders.

For a more complete description of the different rights associated with IHS Markit shares and shares of S&P Global common stock, see the section entitled “Comparison of the Rights of S&P Global Shareholders and IHS Markit Shareholders.”

The combined company may face significant challenges in implementing the integration of S&P Global and IHS Markit and expects to incur substantial expenses related to the completion of the merger and the integration of the S&P Global and IHS Markit businesses.

The management of the combined company may face significant challenges in connection with the completion of the merger and the integration of a large number of processes, policies, procedures, operations, technologies and systems of S&P Global and IHS Markit in connection with the merger, many of which may be beyond the control of management, including:

 

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impacts resulting from the diversion of S&P Global’s and IHS Markit’s respective management team’s attention from ongoing business concerns as a result of the devotion of management’s attention to the merger and performance shortfalls at one or both of the companies;

 

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the possibility of faulty assumptions underlying expectations regarding the integration process;

 

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unanticipated issues in integrating information technology infrastructure, data and content management systems and product platforms,, communications programs, financial procedures and operations, and other systems, procedures and policies;

 

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difficulties in managing a larger combined company, addressing differences in business culture and retaining key personnel;

 

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the impact of the merger on relationships with customers;

 

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unanticipated changes in applicable laws and regulations;

 

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•

managing tax costs or inefficiencies associated with integrating the operations of the combined company;

 

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coordinating geographically separate organizations; and

 

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unforeseen expenses or delays associated with the merger.

In addition, each of S&P Global and IHS Markit expect to incur substantial expenses in connection with the completion of the merger and the integration of S&P Global and IHS Markit. In addition to these expenses, any one of the factors listed above may result in increased costs and diversion of management’s time and energy, as well as materially and adversely impact the anticipated synergies of the merger and the business, financial condition and results of operations of the combined company. The integration process and other disruptions resulting from the merger may also adversely affect the combined company’s relationships with employees, suppliers, customers, distributors and others with whom S&P Global and IHS Markit have business or other dealings, and difficulties in integrating the businesses or S&P Global and IHS Markit could harm the reputation of the combined company.

The combined company may incur additional costs or suffer loss of business under third-party contracts that are terminated or that contain change in control or other provisions that may be triggered by the completion of the merger, and/or losses of, or decreases in demand by, customers, and may also incur costs to retain certain key management personnel and employees. S&P Global and IHS Markit will also incur transaction fees and costs related to formulating integration plans for the combined business, and the execution of these plans may lead to additional unanticipated costs and time delays. These incremental transaction-related costs may exceed the savings the combined company expects to achieve from the elimination of duplicative costs and the realization of other efficiencies related to the integration of the businesses, particularly in the near term and in the event there are material unanticipated costs. Factors beyond the parties’ control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.

Some of these expenses have already been incurred or may be incurred regardless of whether the merger is completed, including a portion of the fees and expenses of financial advisors and other advisors and representatives and filing fees for this joint proxy statement/prospectus.

The market price of the combined company common stock after the merger is completed may be affected by factors different from those affecting the price of S&P Global common stock or IHS Markit shares before the merger is completed.

Upon completion of the merger, holders of S&P Global common stock and holders of IHS Markit shares will be holders of common stock of the combined company. As the businesses of S&P Global and IHS Markit are different, the business, financial condition and results of operations as well as the market price of the combined company common stock may, in the future, be affected by factors different from those factors affecting each of S&P Global and IHS Markit as an independent stand-alone company. The combined company will face additional risks and uncertainties to which each of S&P Global and IHS Markit may currently not be exposed. As a result, the market price of the combined company’s shares may fluctuate significantly following completion of the merger. For a discussion of the S&P Global and IHS Markit’s businesses and of some important factors to consider in connection with those businesses, see the documents incorporated by reference into this joint proxy statement/prospectus and referred to under “Where You Can Find More Information.”

The market price of the combined company common stock may decline as a result of the merger, including as a result of some S&P Global and/or IHS Markit shareholders adjusting their portfolios, and the merger may not be accretive to S&P Global’s earnings per share, which may negatively affect the market price of S&P Global common stock following completion of the merger.

The market price of the combined company common stock may decline as a result of the merger if, among other things, the operational cost savings estimates in connection with the integration of S&P Global’s and IHS

 

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Markit’s businesses are not realized or if the transaction costs related to the merger are greater than expected. The market price also may decline if the combined company does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the merger on the combined company’s business, financial position or results of operations is not consistent with the expectations of financial or industry analysts.

In addition, sales of combined company common stock after the completion of the merger may cause the market price of such common stock to decrease. IHS Markit shareholders may decide not to hold the shares of combined company common stock they will receive in the merger. Certain IHS Markit shareholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of combined company common stock that they receive in the merger. S&P Global shareholders may decide not to continue to hold their shares of common stock following completion of the merger. Certain S&P Global shareholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell their shares of common stock following completion of the transactions. Such sales of combined company common stock could have the effect of depressing the market price for the combined company common stock. Moreover, general fluctuations in stock markets could have a material adverse effect on the market for, or liquidity of, combined company common stock, regardless of the combined company’s actual operating performance.

In addition, future events and conditions may reduce or delay the anticipated accretion to earnings per share of the combined company due to the merger, including adverse changes in market conditions, additional transaction- and integration-related costs and other factors such as the failure to realize some or all of the benefits anticipated in the merger. Any dilution of, reduction in or delay of any accretion to, the combined company’s earnings per share may cause the price of shares of combined company common stock to decline or grow at a reduced rate.

Any of these events may make it more difficult for the combined company to sell equity or equity-related securities and have an adverse impact on the price of the combined company common stock.

The effective tax rate of the combined company is expected to be higher than the effective tax rate of IHS Markit prior to the merger.

IHS Markit is organized under the laws of Bermuda and is and has been treated as tax resident in the United Kingdom. As a result of the merger, IHS Markit will become a subsidiary of S&P Global, a U.S. corporation that is subject to U.S. federal corporate income tax. The U.S. federal corporate income tax rules that will apply to the combined company are more burdensome than the corresponding UK corporate income tax rules that apply to IHS Markit. For example, the current capital structures of IHS Markit and its U.S. and non-U.S. subsidiaries, as well as other intercompany arrangements between members of the IHS Markit group, may be less tax-efficient under the U.S. federal corporate income tax rules that will apply to the combined company. The combined company may also generate additional “global intangible low taxed income,” or GILTI, from its non-U.S. subsidiaries (including IHS Markit and its subsidiaries), which may result in a higher effective tax rate for the combined company compared to the current effective tax rate of IHS Markit. Additionally, the effective tax rate presented in the unaudited pro forma combined condensed financial information in this joint proxy statement/prospectus is presented for illustrative purposes and may not reflect the actual effective tax rate of the combined company following the completion of the merger. The potential greater tax burden to be borne by the combined company may harm its business, financial condition and results of operations.

The ongoing COVID-19 pandemic could have a material adverse effect on the combined company.

The spread of COVID-19, and the measures taken by national, state and local governmental authorities globally attempting to contain the spread and impact of COVID-19, such as travel bans and restrictions, quarantines, shelter-in-place orders, and limitations on business activity, including closures, are, among other

 

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things, restricting economic activity in the markets in which S&P Global and IHS Markit operate. These measures have resulted in declines in asset valuations, increases in unemployment and underemployment levels, declines in liquidity in markets for certain securities, and increases in volatility and periods of disruption in the financial markets, and may continue to have similar effects in the future. It is difficult to predict the impact of the ongoing COVID-19 pandemic on the businesses of S&P Global and IHS Markit, and there is no guarantee that efforts by S&P Global and IHS Markit to address the adverse impacts of the ongoing COVID-19 pandemic will be effective or continue to be effective. The extent of such impact will depend on future developments, which are highly uncertain and cannot be predicted. Such developments include new information that may emerge concerning the severity of the ongoing COVID-19 pandemic and actions taken to contain the ongoing COVID-19 pandemic or its impact, including the appearance of new strains of the virus, the development, approval and distribution of vaccines, among others.

Each of S&P Global and IHS Markit may be required to incur additional costs to remedy disruptions caused by the ongoing COVID-19 pandemic.

Recessions and other disruptions in economic and financial markets caused by the ongoing COVID-19 pandemic may negatively affect S&P Global or IHS Markit. If such conditions or disruptions continue following completion of the merger, the business, financial condition and results of operations of the combined company may be adversely affected and may significantly differ from the projections included herein.

Other Risk Factors

S&P Global’s and IHS Markit’s businesses are and will be subject to the risks described above. In addition, S&P Global and IHS Markit are, and will continue to be, subject to the risks described in, as applicable, the S&P Global Annual Report on Form 10-K for the year ended December 31, 2019, and the IHS Markit Annual Report on Form 10-K for the year ended November 30, 2019, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information” for the location of information incorporated by reference into this joint proxy statement/prospectus.

 

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THE PARTIES TO THE MERGER

S&P Global Inc.

S&P Global is a leading provider of transparent and independent ratings, benchmarks, analytics and data to the capital and commodity markets worldwide. The capital markets include asset managers, investment banks, commercial banks, insurance companies, exchanges, trading firms and issuers; and the commodity markets include producers, traders and intermediaries within energy, metals, petrochemicals and agriculture. It serves its global customers through a broad range of products and services available through both third-party and proprietary distribution channels. The principal products and services of each segment are as follows:

 

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Ratings—Ratings is an independent provider of credit ratings, research and analytics to investors, issuers and other market participants. Credit ratings are one of several tools investors can use when making decisions about purchasing bonds and other fixed income investments. They are opinions about credit risk and S&P ratings express S&P Global’s opinion about the ability and willingness of an issuer, such as a corporation or state or city government, to meet its financial obligations in full and on time. Our credit ratings can also relate to the credit quality of an individual debt issue, such as a corporate or municipal bond, and the relative likelihood that the debt issue may default. With offices in over 25 countries around the world, Ratings is an important part of the world’s financial infrastructure and has played a leading role for over 150 years in providing investors with information and independent benchmarks for their investment and financial decisions as well as access to the capital markets. The key constituents Ratings serves are investors, corporations, governments, municipalities, commercial and investment banks, insurance companies, asset managers, and other debt issuers.

 

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Market Intelligence—Market Intelligence’s portfolio of capabilities are designed to help investment professionals, government agencies, corporations and universities track performance, generate alpha, identify investment ideas, understand competitive and industry dynamics, perform evaluations and assess credit risk. Key customers served by Market Intelligence include investment managers, investment banks, private equity firms, insurance companies, commercial banks, corporations, professional services firms, government agencies and regulators.

 

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Platts—Platts is the leading independent provider of information and benchmark prices for the commodity and energy markets. Platts provides essential price data, analytics, and industry insight enabling the commodity and energy markets to perform with greater transparency and efficiency. Key customers served by Platts include producers, traders and intermediaries within the energy, petrochemicals, metals and agriculture markets.

 

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Indices—Indices is a global index provider maintaining a wide variety of indices to meet an array of investor needs. Indices’ mission is to provide transparent benchmarks to help with decision making, collaborate with the financial community to create innovative products, and provide investors with tools to monitor world markets. Indices primarily derives revenue from asset-linked fees based on the S&P and Dow Jones indices and to a lesser extent generates subscription revenue and transaction revenue. Indices is a joint venture between S&P Global and CME Group, Inc. that is 73 percent owned by S&P Global.

S&P Global’s principal executive offices are located at 55 Water Street, New York, New York 10041, and its telephone number is (212) 438-1000. S&P Global’s website address is www.spglobal.com. Information contained on S&P Global’s website does not constitute part of this joint proxy statement/prospectus. S&P Global’s stock is publicly traded on the NYSE, under the ticker symbol “SPGI.” Additional information about S&P Global is included in documents incorporated by reference in this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

IHS Markit Ltd.

IHS Markit is a world leader in critical information, analytics, and solutions for the major industries and markets that drive economies worldwide. It delivers next-generation information, analytics, and solutions to

 

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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. IHS Markit is organized into the following four industry-focused segments:

 

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Financial Services provides pricing and reference data, indices, valuation and trading services, trade processing, enterprise software, and managed services. Financial Services end users include front- and back-office professionals, such as traders, portfolio managers, risk managers, research professionals, and other financial markets participants, as well as operations, compliance, and enterprise data managers. This segment includes IHS Markit’s Information, Processing, and Solution offerings. IHS Markit’s Information offerings provide enriched content consisting of pricing and reference data, indices, and valuation and trading services across multiple asset classes and geographies through both direct and third-party distribution channels. IHS Markit’s Solutions offerings provide configurable enterprise software platforms, managed services, and hosted solutions. IHS Markit’s Processing offerings provide trade processing products and services globally for over-the-counter derivatives, FX, and syndicated loans.

 

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Transportation includes IHS Markit’s Automotive and Maritime & Trade product offerings. IHS Markit’s Automotive segment provides services to the full automotive value chain with a focus on original equipment manufacturers, parts suppliers, and dealers. Through Maritime & Trade product offerings, IHS Markit provides comprehensive data on more than 200,000 ships over 100 gross tons, as well as monthly import and export statistics on more than 100 countries and tracking and forecasting approximately 95 percent of international trade by value.

 

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Resources includes IHS Markit’s Upstream and Downstream product offerings. IHS Markit’s Upstream offerings include technical information, analytical tools, and market forecasting and consulting for the upstream industry. IHS Markit’s Downstream offerings provide market forecasting, midstream market analysis and supply chain data, refining and marketing economics, and oil product pricing information for the chemical, refined products, agriculture, and power industries, as well as bespoke consulting, offering strategic direction and capital investment advisory services.

 

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Consolidated Markets & Solutions includes IHS Markit’s Product Design, Economics & Country Risk, and Rootmetrics product offerings. IHS Markit’s Product Design solutions provide technical professionals with the information and insight required to more effectively design products, optimize engineering projects and outcomes, solve technical problems, and address complex supply chain challenges. IHS Markit’s Economics & Country Risk team provides a vast range of economic and risk data and analytics, forecasts, and scenario tools to assist customers in their strategic market planning, procurement, and risk management decisions. Rootmetrics offerings provides performance and cost benchmarking analysis to the technology, media and telecom industry.

IHS Markit was formed in 2016 through a merger of IHS Inc., which had been in business since 1959 and was publicly traded since 2005, and Markit Ltd., which was founded in 2003 and was publicly traded since 2014. IHS Markit is incorporated pursuant to the laws of Bermuda, and IHS Markit shares are traded on the New York Stock Exchange under the symbol “INFO.”

IHS Markit’s principal executive offices are located at 4th Floor, Ropemaker Place, 25 Ropemaker Street, London, England EC2Y 9LY, and its telephone number at this address is +44 20 7260 2000. IHS Markit also maintains a registered office in Bermuda at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The telephone number of the registered office is +1 441 295 5950. IHS Markit’s website address is www.ihsmarkit.com. Information contained on IHS Markit’s website does not constitute part of this joint proxy statement/prospectus. Additional information about IHS Markit is included in documents incorporated by reference in this joint proxy statement/prospectus. Please see the section entitled “Where You Can Find More Information.”

 

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Sapphire Subsidiary, Ltd.

Sapphire Subsidiary, Ltd., a wholly owned subsidiary of S&P Global, is a Bermuda exempted company limited by shares incorporated on November 26, 2020 for the purpose of effecting the merger. Sapphire Subsidiary, Ltd. has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement. The principal executive offices of Sapphire Subsidiary, Ltd. are located at 55 Water Street, New York, New York 10041, and its telephone number is (212) 438-1000.

 

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THE MERGER

The following is a discussion of the merger between S&P Global and IHS Markit. The description of the merger agreement in this section and elsewhere in this joint proxy statement/prospectus is qualified in its entirety by reference to the complete text of the merger agreement, which is attached as Annex A, and is incorporated by reference into this joint proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. You are encouraged to read the merger agreement and the statutory merger agreement carefully and in their entirety, as they are the legal documents that govern the merger. This section is not intended to provide you with any factual information about S&P Global or IHS Markit. Such information can be found elsewhere in this joint proxy statement/prospectus and in the public filings S&P Global and IHS Markit make with the SEC that are incorporated by reference into this joint proxy statement/prospectus, as described in the section entitled “Where You Can Find More Information.”

Background of the Merger

The management and board of directors of each of S&P Global and IHS Markit regularly review and discuss the performance, risks, strategy and competitive position of their respective companies, as well as opportunities available to their respective companies. In addition, the management and board of directors of each of S&P Global and IHS Markit regularly review and evaluate the possibility of pursuing various strategic alternatives and relationships as part of their respective companies’ ongoing efforts to strengthen their respective overall business and enhance value for their respective shareholders and customers, taking into account economic, regulatory, competitive and other conditions.

Beginning in the second half of 2019 and in response to, among other things, an increasing need to invest in new technologies and innovation to create greater value for clients and shareholders, a desire to serve new and emerging growth markets, consolidation in the financial information services industry, and increasingly pronounced competition including from new industry players and disruptive technologies, S&P Global management began a systematic review of its industry and adjacent markets. As part of this review, S&P Global management considered whether strategic acquisitions or combinations could be undertaken that would create significant shareholder and customer value, including by combining with businesses owning complementary datasets, capabilities and technologies.

Over the last months of 2019 and the beginning of 2020, S&P Global management reported to the S&P Global board on the status of this strategic review, ultimately concluding in March 2020 that a transaction with IHS Markit presented the greatest opportunity to create shareholder value, given the highly complementary nature of the assets and capabilities of the two businesses. From March 2020 to late summer 2020, S&P Global undertook an outside-in review of IHS Markit and its businesses, assets, organization, people and culture, and created an outside-in assessment of the potential synergies that might be able to be realized through a combination, based on publicly available information. This review included several briefings of the S&P Global board, culminating in a meeting of the S&P Global board on September 17, 2020 in which the S&P Global board authorized Douglas Peterson, Chief Executive Officer of S&P Global, to contact Lance Uggla, Chairman and Chief Executive Officer of IHS Markit, to seek to begin a dialogue to gauge if there might be interest in a potential transaction.

On September 18, 2020, Mr. Peterson contacted Mr. Uggla by email, requesting a telephone call.

Messrs. Peterson and Uggla spoke by telephone on September 23, 2020, and in that call, Mr. Peterson expressed S&P Global’s interest in a potential combination with IHS Markit. After Mr. Peterson presented the idea and the potential benefits, Mr. Uggla agreed to get back to Mr. Peterson after Mr. Uggla had a chance to discuss with the IHS Markit board and IHS Markit’s advisers. Following the call, Mr. Uggla contacted Robert Kelly, Lead Director of the IHS Markit board, to provide him an update on the conversation with Mr. Peterson. Later that day, Mr. Uggla contacted a representative of Davis Polk & Wardwell LLP, referred to as Davis Polk, counsel to IHS Markit, to discuss and be advised on the appropriate process and next steps in response to the call with Mr. Peterson, including the need to apprise the IHS Markit board.

 

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On September 25, 2020, the IHS Markit board held an informal update meeting at which Mr. Uggla provided an update on his call with Mr. Peterson. A representative of Davis Polk advised the directors on their fiduciary duties and responsibilities in this context, based on input from Bermuda counsel. Mr. Uggla recommended to the IHS Markit board, and the IHS Markit board supported, that Mr. Uggla have initial exploratory discussions with Mr. Peterson on the process and valuation expectations for a potential transaction with S&P Global. Mr. Uggla discussed with the IHS Markit board the retention of Morgan Stanley as financial advisor to IHS Markit for the potential transaction.

On September 28, 2020, Mr. Uggla called Mr. Peterson to relay that the IHS Markit board had met to discuss a possible transaction between the parties and that the IHS Markit board would need S&P Global to provide some indication of value in order for them to determine whether to explore a potential transaction.

On September 30, 2020, at a regular meeting of the S&P Global board, the S&P Global management team updated the S&P Global board on the discussions that had taken place regarding a potential transaction with IHS Markit and discussed certain preliminary aspects with regard to a possible transaction. The S&P Global board delegated authority to members of the Finance Committee of the S&P Global board (acting as a special committee) to oversee negotiation, due diligence and related matters with respect to the ongoing discussions, subject to ongoing oversight and final approval by the S&P Global board.

On October 2, 2020, the members of the Finance Committee of the S&P Global board (acting as a special committee) met with management of S&P Global and the representatives of the company’s advisors, Goldman Sachs and Wachtell, Lipton, Rosen & Katz, referred to as Wachtell Lipton, to discuss the status of the discussions with IHS Markit, synergies and other benefits of the potential transaction and potential risks, valuation considerations and possible transaction terms.

On October 5, 2020, Messrs. Uggla and Peterson had a call in which they discussed a possible combination between IHS Markit and S&P Global and explored potential benefits of such a transaction as well as their respective initial views on valuation. Both Messrs. Uggla and Peterson expressed their belief that, given the complementary nature of the two companies’ businesses, there would be potential for substantial cost and revenue synergies and that ideally such a potential transaction would be structured as a stock-for-stock exchange so that the shareholders on both sides could benefit from the value creation. Mr. Peterson indicated that S&P Global did not view the transaction as a merger of equals, and said that S&P Global’s board of directors and executive management team would continue to lead the combined company in any potential transaction (augmented by IHS Markit management as appropriate). Mr. Peterson further noted that, based on the parties’ respective stock prices at that time, if S&P Global’s current shareholders owned 70% of the combined company and IHS Markit’s current shareholders owned 30% of the combined company, that would represent a premium of approximately 20% to IHS Markit’s stock price at that time. Mr. Uggla indicated that his preliminary expectation, based on discussions with the IHS Markit board and the IHS Markit management team, was that IHS Markit shareholders should receive at least 33% of the combined company in a potential combination transaction. Mr. Peterson informed Mr. Uggla that S&P Global had been working with Goldman Sachs as its financial advisor and Mr. Uggla noted that IHS Markit would soon engage a financial advisor. Messrs. Uggla and Peterson noted they would engage in discussion again once they and their respective advisors had undertaken additional analysis for the potential transaction.

On October 8, 2020, Mr. Uggla and Mr. Peterson had a brief conversation in which Mr. Peterson suggested that the companies enter into a mutual confidentiality agreement so that they might together explore the benefits of a potential transaction, including the synergies that might be achieved.

Later on October 8, 2020, an informal update meeting of the IHS Markit board was held at which Mr. Uggla updated the IHS Markit board on his discussions with Mr. Peterson. Mr. Uggla proposed, and the IHS Markit board supported, that IHS Markit enter into a mutual confidentiality agreement with S&P Global in light of the initial discussions on valuation. The IHS Markit board also authorized Mr. Uggla to engage Morgan Stanley in

 

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connection with the proposed transaction with S&P Global. Mr. Uggla spoke with a representative of Morgan Stanley later that day and, during such conversation, Mr. Uggla and the representative of Morgan Stanley discussed S&P Global’s initial approach.

On October 12, 2020, a representative of Davis Polk had a discussion with Mr. Kelly, Lead Director of the IHS Markit board and a member of its Human Resources Committee, and William Ford, a member of the IHS Markit board and Chairman of its Human Resources Committee, regarding the transaction process, employee retention matters and treatment of employee equity awards and severance in connection with the potential transaction with S&P Global.

On October 15, 2020, a meeting of the IHS Markit board was held. Mr. Uggla updated the IHS Markit board on the status of discussions with Mr. Peterson. Representatives of Morgan Stanley discussed with the IHS Markit board the potential transaction with S&P Global, including certain preliminary financial analyses, including the range of premiums paid in certain stock for stock transactions and the illustrative impact of certain potential relative aggregate ownership percentages for the respective shareholders on the relative benefits to be derived from the transaction. Representatives of Morgan Stanley also discussed with the IHS Markit board Morgan Stanley’s preliminary analyses of IHS Markit on a standalone basis and certain potential strategic alternatives for IHS Markit, including certain illustrative sale transactions, certain illustrative merger of equals transactions and certain illustrative acquisition transactions.

Around October 16, 2020, Mr. Uggla decided that it made sense for him to be located in the New York metropolitan area to facilitate his more effective participation in any process for the potential transaction with S&P Global. Mr. Uggla and his advisors then worked on obtaining a travel visa for Mr. Uggla to enter the United States for the process and discussions relating to such potential transaction. Mr. Uggla arrived in New York from London on October 23, 2020 in compliance with COVID-19 requirements.

On October 16, 2020, Mr. Uggla, as authorized by the IHS Markit board, had a call with Mr. Peterson to provide him a brief update on the IHS Markit board meeting that had occurred on October 15, 2020. Messrs. Uggla and Peterson agreed that representatives of IHS Markit and S&P Global should meet to undertake reciprocal business and commercial due diligence as well as to assess and analyze potential cost and revenue synergies that could be achieved by a combination of the companies. These meetings were subsequently scheduled to occur from October 28, 2020 through November 8, 2020. From October 19, 2020 to October 28, 2020, representatives of IHS Markit and S&P Global and their respective advisors had several discussions and prepared for the upcoming meetings. Also on October 16, 2020, Davis Polk sent a draft mutual confidentiality agreement between IHS Markit and S&P Global to Wachtell Lipton.

On October 19, 2020, IHS Markit and S&P Global executed the mutual confidentiality agreement.

On October 23, 2020, a meeting of the S&P Global board was held during which Mr. Peterson provided an update on the status of the discussions with Mr. Uggla and the execution of the mutual confidentiality agreement.

On October 24, 2020, Mr. Uggla and Mr. Peterson had a conversation in which they again discussed the potential synergies and other benefits of a potential transaction and the timing for further discussions.

On October 27, 2020, an informal update meeting of the IHS Markit board was held at which the IHS Markit board, the IHS Markit management team and representatives of Davis Polk and Morgan Stanley discussed progress on the transaction and timeline.

Between October 28, 2020 and November 8, 2020, via teleconference and in-person meetings, in large conference rooms at a location in Connecticut on a socially distant basis in compliance with COVID-19 requirements, meetings were held between select members of the respective management teams of IHS Markit and S&P Global to cover reciprocal business and commercial due diligence, assess and analyze potential cost and

 

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revenue synergies that could be achieved by a combination of the companies (as well as costs of achieving such synergies and potential dis-synergies), review the respective companies’ long range plans and discuss the cultural alignment between IHS Markit and S&P Global. Each company’s Chief Executive Officer, Chief Financial Officer, General Counsel and Chief People Officer took part in these discussions as well as leaders of major business divisions on each side. The management teams of IHS Markit and S&P Global along with their respective advisors had numerous follow up calls on these topics between November 9, 2020 and November 13, 2020.

Commencing on October 29, 2020, representatives of S&P Global and its legal and accounting advisors received access to a virtual data room prepared by IHS Markit and through November 29, 2020 undertook legal and commercial due diligence investigations and participated in numerous management meetings and due diligence sessions hosted by IHS Markit.

Also on October 29, 2020, the S&P Global board received a status update from management on the potential transaction during its regularly-scheduled quarterly board meeting and decided to transition the delegation of authority to oversee and make determinations regarding the discussions with IHS Markit and any potential transaction from the members of the Finance Committee (acting as a special committee) to the Executive Committee, subject to ongoing oversight and final approval by the S&P Global board.

On November 2, 2020, representatives of Davis Polk, the IHS Markit management team and Mr. Ford held a meeting to discuss employee and retention matters and treatment of equity awards related to the potential transaction with S&P Global.

On November 5, 2020, the IHS Markit board had an informal update meeting, with advisors of IHS Markit in attendance, during which the IHS Markit management team provided an update on the process, status of discussions, progress in the meetings with S&P Global and initial views on synergies and the potential benefits of the combination. Later that evening, Messrs. Uggla and Peterson had a further discussion.

On November 8, 2020, representatives of Davis Polk, the IHS Markit management team and Mr. Ford held a meeting to further discuss the matters that had been discussed at their meeting on November 2, 2020.

On November 9, 2020, the IHS Markit board had a meeting, with advisors of IHS Markit in attendance, during which the IHS Markit management team provided a further update on the matters that had been covered at the November 5, 2020 IHS Markit board meeting. The IHS Markit management team discussed with the IHS Markit board the synergies expected from the potential combination, the anticipated cultural fit of the two organizations and the potential opportunities to create new revenues.

Also on November 9, 2020, the S&P Global management team updated the Executive Committee of the S&P Global board on the status of the due diligence investigations and progress in the discussions with IHS Markit.

On November 10, 2020, Messrs. Uggla and Peterson had a call to discuss progress on the due diligence for the transaction and certain transaction terms.

On November 11, 2020, the Human Resources Committee of the IHS Markit board held a meeting during which the Committee, along with representatives of IHS Markit management and representatives of Davis Polk discussed employee retention, treatment of equity awards and severance matters relating to the potential transaction with S&P Global.

Also on November 11, 2020, representatives of IHS Markit and Davis Polk received access to a virtual data room prepared by S&P Global. From November 11, 2020 through November 25, 2020, representatives of IHS Markit, S&P Global, Davis Polk and Wachtell Lipton, along with certain other outside advisors on each side, participated in numerous management meetings and due diligence sessions hosted by IHS Markit and S&P Global and undertook customary reciprocal due diligence investigations.

 

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On November 13, 2020, the S&P Global management team updated the Executive Committee of the S&P Global board on the status of the due diligence investigations, the ongoing synergy analysis, and progress in the discussions with IHS Markit.

On November 15, 2020, at an informal meeting, the Executive Committee of the S&P Global board and several other members of the full S&P Global board met via teleconference with representatives of S&P Global management and of Goldman Sachs to discuss in detail the preliminary financial analyses of Goldman Sachs in connection with the proposed transaction.

On November 16, 2020, the IHS Markit management team updated the IHS Markit board on progress with respect to due diligence, the ongoing synergy analysis, and their preliminary views on S&P Global and its businesses.

On November 16, 2020, the S&P Global board met to discuss the potential transaction with IHS Markit. Representatives of S&P Global management and S&P Global’s advisors were also in attendance. The S&P Global management team with S&P Global’s advisors updated the S&P Global board on the rationale for the transaction, the status of the ongoing due diligence investigations, the synergy analysis, risks associated with the transaction and potential mitigation strategies, and progress in the discussions with IHS Markit. After discussion among the S&P Global board, S&P Global management and S&P Global’s advisors, the S&P Global board authorized Mr. Peterson to make a non-binding indication of value to IHS Markit for a merger transaction.

On November 17, 2020, Messrs. Peterson and Uggla had a call to discuss the potential transaction between S&P Global and IHS Markit. Both noted that IHS Markit’s stock price had increased significantly more than S&P Global’s had since they had commenced exploring the possibility of a potential transaction and that the collective leadership teams of the two companies had growing confidence in the level of run rate synergies that could be realized in the potential transaction. Consistent with the instruction of the S&P Global board, Mr. Peterson provided an initial indication on S&P Global’s view on relative ownership percentages, and indicated a proposed 31% relative ownership percentage in the combined company for IHS Markit shareholders. He also presented S&P Global’s proposal on certain deal terms to be included in the merger agreement, including that two independent IHS Markit directors would be invited to join the S&P Global board after closing, and on the antitrust efforts standard to which S&P Global would commit. Mr. Uggla responded that the IHS Markit board would not support a transaction at that relative ownership percentage for IHS Markit shareholders and explained the position of the IHS Markit board that a relative ownership position percentage at least 33% would be needed for a transaction. Messrs. Peterson and Uggla decided that representatives of Morgan Stanley, advising IHS Markit, and representatives of Goldman Sachs, advising S&P Global, should discuss preliminary financial analyses (which they did that evening, with the chief financial officer of each company in attendance, and continued on November 18, 2020, at the direction of IHS Markit and S&P Global, respectively).

Later on November 17, 2020, the IHS Markit management team and its advisers met to discuss their views on S&P Global’s indicative proposal that had been presented by Mr. Peterson to Mr. Uggla that day.

Also on November 17, 2020, representatives of Goldman Sachs provided a letter to S&P Global that disclosed certain relationships between Goldman Sachs and IHS Markit and its affiliates and confirmed that nothing (including the matters set forth in such letter) would limit Goldman Sachs’ ability to fulfill its responsibilities as financial advisor to S&P Global in connection with its engagement. The section “The Merger—Opinion of S&P Global’s Financial Advisor” describes certain financial advisory and/or underwriting services Goldman Sachs has provided to S&P Global, IHS Markit and their respective affiliates for the two-year period ended November 29, 2020.

Also on November 17, 2020, representatives of Morgan Stanley provided a letter to IHS Markit that disclosed certain relationships between Morgan Stanley and IHS Markit and its affiliates and S&P Global and its affiliates, respectively. The section “The Merger—Opinion of IHS Markit’s Financial Advisor” describes certain

 

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financing services Morgan Stanley has provided to IHS Markit, S&P Global and their respective affiliates for the two-year period ended November 29, 2020.

The IHS Markit board held a meeting on November 18, 2020 during which Mr. Uggla updated the IHS Markit board on the proposal that had been communicated by Mr. Peterson. Mr. Uggla discussed with the IHS Markit board the jointly developed estimated synergies from the proposed transaction, potential capital allocation strategies for the combined company and expectations regarding IHS Markit designees on the combined company’s board of directors and certain senior management positions. Representatives of Morgan Stanley then discussed with the IHS Markit board Morgan Stanley’s preliminary analysis of S&P Global’s indicative proposal. A representative of Davis Polk advised the directors on their fiduciary duties and responsibilities in reviewing S&P Global’s indicative proposal, based on input from Bermuda counsel.

On November 19, 2020, Wachtell Lipton sent to Davis Polk an initial draft of the merger agreement.

Also on November 19, 2020, Messrs. Peterson and Uggla had a discussion in which they continued to exchange views on the merits of the potential combination and on valuation, as well as views on the executive management team after closing. Messrs. Uggla and Peterson continued to have such discussions over the next several days.

On November 20, 2020, the IHS Markit board had an informal update meeting, with advisors of IHS Markit in attendance, to receive an update on the status of discussions with S&P Global. Representatives of Davis Polk provided an update on the key open issues in the merger agreement, which included valuation, the number of director seats that would be designated for IHS Markit directors on the S&P Global board, the antitrust efforts standard and the provisions regarding each side’s rights to consider alternative proposals that might arise and the consequences in such event.

Also on November 20, 2020, Davis Polk sent to Wachtell Lipton proposed terms (as previously authorized by the IHS Markit board’s Human Resources Committee) for the treatment of certain executive compensation and employee benefits matters in connection with the potential transaction with S&P Global, including an indication of terms expected for Mr. Uggla after closing of such transaction.

On November 20, 2020, the S&P Global management team and S&P Global’s advisors updated the Executive Committee of the S&P Global board on the status of the negotiations with IHS Markit and other aspects of the proposed transaction, and the Executive Committee authorized Mr. Peterson to continue to pursue negotiations with IHS Markit.

During the period from November 20, 2020 through November 25, 2020, representatives of Wachtell Lipton and Davis Polk continued to have discussions on the open issues for a potential transaction between IHS Markit and S&P Global. During the same period, Messrs. Peterson and Uggla continued to have discussions on valuation and the appropriate relative ownership percentages that their respective shareholders should own in the combined company should a transaction proceed, as well as views on synergies and executive management positions.

On November 22, 2020, Wachtell Lipton sent to Davis Polk a revised proposal from S&P Global on terms for treatment of certain executive compensation and employee benefits matters in connection with the potential transaction. S&P Global’s response did not address the terms for Mr. Uggla, and the parties agreed not to discuss terms for Mr. Uggla until after the financial terms of any potential transaction were finalized. Later that day, representatives of Davis Polk discussed these matters with Mr. Ford and prepared a response to S&P Global’s proposal. Davis Polk sent this response to Wachtell Lipton later on November 22, 2020 as well as a revised draft of the merger agreement.

On November 23, 2020, Wachtell Lipton sent to Davis Polk a revised proposal on treatment of certain executive compensation and employee benefits matters.

 

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Also on November 23, 2020, the IHS Markit board held a meeting at which the IHS Markit management team and IHS Markit’s advisors provided an update on the status of discussions with S&P Global, updated findings on due diligence and the transaction process and timeline. Representatives of Morgan Stanley also discussed with the IHS Markit board Morgan Stanley’s preliminary analyses of IHS Markit on a standalone basis and certain potential strategic alternatives for IHS Markit, including certain illustrative sale transactions, certain illustrative merger of equals transactions and certain illustrative acquisition transactions.

On November 25, 2020, the IHS Markit board held a meeting, with advisors of IHS Markit in attendance, during which a representative of Davis Polk provided an overview on customary due diligence processes in similar all stock deals, the IHS Markit management team provided an update on commercial and legal due diligence conducted thus far, including a review of S&P Global’s Ratings business, and a representative of Davis Polk provided an update on Davis Polk’s regulatory review of the transaction.

Later that day, following several rounds of negotiation on the exchange ratio and key terms spanning the preceding days, Messrs. Peterson and Uggla agreed in principle on relative ownership percentages of 67.75% for S&P Global former share and equity award holders and 32.25% for IHS Markit former share and equity award holders as of the closing of the transaction, and that four of IHS Markit’s independent directors would join the S&P Global board after closing and serve on committees of that board, subject to agreement on all other open deal terms and subject to approval of the IHS Markit board and the S&P Global board. Later that day, at the direction of the Chairman of the IHS Markit board’s Human Resources Committee, Davis Polk sent to Wachtell Lipton proposed terms for an employment arrangement for Mr. Uggla that would be in effect after the closing of the transaction.

From November 25, 2020 through November 29, 2020, at the direction of the IHS Markit board and the S&P Global board, respectively, representatives of the respective management teams of S&P Global and IHS Markit, together with representatives of Goldman Sachs and Morgan Stanley, discussed and negotiated the methodology to determine the exchange ratio, based on the agreed principle on the respective 67.75% and 32.25% ownership percentages for S&P Global and IHS Markit shareholders and equity award holders at the closing of the transaction. S&P Global and IHS Markit ultimately agreed that the methodology for determining the exchange ratio would be based on fully diluted shares including shares and equity awards expected to be outstanding on a fully diluted basis as of closing, and the agreed exchange ratio was finalized the evening of November 29, 2020. Also during this period, representatives of Wachtell Lipton and Davis Polk discussed and negotiated the key remaining open terms in the merger agreement, including the antitrust efforts standard, the provisions regarding each side’s rights to consider alternative proposals that might arise and the consequences in such event, including the rights of each parties’ board of directors to change its recommendation of the merger in certain circumstances, and the provisions relating to IHS Markit board designees on the S&P Global board at closing, and exchanged drafts of the merger agreement and disclosure schedules.

On November 27, 2020, Messrs. Peterson and Ford and representatives of Davis Polk and Wachtell Lipton had a teleconference meeting in which they discussed and reached agreement on the key terms of the employment agreement for Mr. Uggla that would be in place after closing of the transaction, including his term of employment, the scope and length of his non-compete obligations, treatment of his equity awards as well as his retention payment.

Also on November 27, 2020, a meeting of the IHS Markit board’s Human Resources Committee was held at which representatives of Davis Polk and IHS Markit’s management team updated the Committee on the status of negotiations with S&P Global on the treatment of employee equity awards and certain limited changes to executive employment agreement terms in connection with the proposed transaction. Mr. Ford and representatives of Davis Polk also discussed with the IHS Markit board’s Human Resources Committee the proposed employment agreement for Mr. Uggla that would be in effect upon closing of the merger, including treatment of his equity awards, the expanded scope and term of his non-compete and the post-closing retention payment. The IHS Markit board’s Human Resources Committee discussed and recognized the importance for

 

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IHS Markit of Mr. Uggla’s critical leadership in building and steering the company, and the need to retain him during a transformative period up to and after closing, as well as the importance, which was also emphasized by S&P Global, of avoiding the risk of potential competition by Mr. Uggla.

Also on November 27, 2020, representatives of Morgan Stanley provided IHS Markit with an updated letter referencing its letter delivered on November 17, 2020 to IHS Markit, which letter disclosed certain relationships between Morgan Stanley and IHS Markit and its affiliates and S&P Global and its affiliates, respectively.

Also on November 27, 2020, the IHS Markit board held a meeting, with advisors of IHS Markit in attendance, at which the IHS Markit management team presented on the status of the proposed transaction. Mr. Uggla updated the IHS Markit board on the status of negotiations and confirmed, as had been previously conveyed to individual members of the IHS Markit board, that IHS Markit and S&P Global had agreed in principle, subject to agreement on all other open deal terms and subject to approval of the IHS Markit board and the S&P Global board, that the transaction would result in IHS Markit’s shareholders owning 32.25% of the combined company upon the closing, that four independent members of the IHS Markit board would join the board of the combined company upon the closing and that Mr. Uggla would be employed by the combined company as an advisor to the Chief Executive Officer for one year following the closing. Representatives of Davis Polk discussed with the IHS Markit board the key proposed terms of the merger agreement. A representative of Davis Polk presented to the IHS Markit board on the updated letter that Morgan Stanley had provided earlier that day regarding any relationships or arrangements of Morgan Stanley with S&P Global that could create any potential conflict or appearance of conflict, and the IHS Markit board concluded that, based on the information that Morgan Stanley had provided, Morgan Stanley did not have any material relationships that presented a conflict of interest with respect to its role as financial advisor to IHS Markit for the potential transaction with S&P Global. During the executive session of the IHS Markit board meeting on November 27, 2020, Mr. Ford and a representative of Davis Polk updated the IHS Markit board on the terms and status of the discussions of the proposed employment agreement for Mr. Uggla with S&P Global that would be in place after the closing of the transaction.

Also on November 27, 2020, the S&P Global board held a meeting at which the S&P Global management team presented on the status of the proposed transaction, including that the parties had agreed in principle, subject to reaching final agreement on all other open terms and to approval of both parties’ boards, that the transaction would result, after closing, in IHS Markit’s former share and equity award holders owning 32.25%, and S&P Global’s former share and equity award holders owning 67.75%, of the combined company. In addition it had been agreed that four independent members of the IHS Markit board would join the S&P Global board after the closing, and Mr. Uggla would stay on as an advisor for one year following the closing. Representatives of Wachtell Lipton discussed with the S&P Global board their fiduciary duties and the key proposed terms of the merger agreement.

Also on November 27, 2020, S&P Global executed an engagement letter formalizing Goldman Sachs’ engagement to act as financial advisor to the S&P Global board in connection with the potential transaction. S&P Global management reviewed the disclosure letter provided by Goldman Sachs on November 17, 2020 and confirmed for the S&P Global board that nothing would limit Goldman Sachs’ ability to fulfill its potential responsibilities as financial advisor to the S&P Global board in connection with the potential transaction.

On November 28, 2020, Ewout Steenbergen, Chief Financial Officer of S&P Global, Jonathan Gear, Chief Financial Officer of IHS Markit, and representatives of Davis Polk and Wachtell Lipton had a teleconference meeting to negotiate and resolve the remaining open items in the merger agreement, including the respective termination fees, certain actions permitted between signing and closing under the interim operating covenants in the merger agreement and the maintenance of employee benefits for IHS Markit employees for 12 months post-closing.

Also on November 28, 2020, IHS Markit executed an engagement letter formalizing Morgan Stanley’s engagement to act as financial advisor to the IHS Markit board in connection with the potential transaction.

 

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On November 29, 2020, a meeting of the IHS Markit board’s Human Resources Committee was held to consider the treatment of employee equity awards, certain limited changes to executive employment agreement terms, and enhanced severance terms in connection with the proposed merger. Representatives of Davis Polk presented on the nature of the terms being considered. Such matters were unanimously approved by the IHS Markit board’s Human Resources Committee. At such meeting, the IHS Markit board’s Human Resources Committee also considered the proposed employment agreement for Mr. Uggla that would be in effect upon closing of the merger, including treatment of his equity awards, the expanded scope and term of his non-compete and the post-closing retention payment. The IHS Markit board’s Human Resources Committee discussed and recognized the importance for IHS Markit of Mr. Uggla’s critical leadership and of retaining him during a transformative period up to and after closing as well as the importance (as Mr. Peterson had expressed to Mr. Ford) of avoiding the risk of potential competition by a respected founder and market leader. Accordingly, the IHS Markit board’s Human Resources Committee unanimously approved Mr. Uggla’s proposed post-closing employment agreement.

Also on November 29, 2020, the IHS Markit board held a meeting to discuss the proposed transaction with S&P Global. Prior to the meeting, the IHS Markit board received materials on the proposed transaction that were prepared by the IHS Markit management team, Davis Polk and Morgan Stanley, respectively. At the meeting, which was attended by representatives of Davis Polk and Morgan Stanley, the IHS Markit management team provided the IHS Markit board with an update of completed legal and commercial due diligence on the potential transaction with S&P Global. Representatives of Davis Polk then presented to the IHS Markit board on the final terms of the potential transaction and, based on input from Bermuda counsel, their fiduciary duties in this context. A discussion then took place between the directors and the advisors on the transaction terms and their fiduciary duties. Representatives of Morgan Stanley then presented the IHS Markit board with its financial analyses relating to the potential transaction. Morgan Stanley then rendered to the IHS Markit board its oral opinion to the effect that, as of the date of such opinion and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley, an exchange ratio which reflected that IHS Markit’s former share and equity award holders would own 32.25% and S&P Global’s former share and equity award holders would own 67.75% of the combined company as of the closing of the transaction (as further described in “The Merger—Opinion of IHS Markit’s Financial Advisor”), which was at that time calculated to be 0.2836 based on the then-current estimated shares and equity awards that the managements of IHS Markit and S&P Global expected to be outstanding on a fully diluted basis as of closing, was fair from a financial point of view to the holders of IHS Markit shares (other than S&P Global and its affiliates). Directors then discussed various aspects of the transaction. Following these discussions, at the November 29, 2020 meeting, the IHS Markit board unanimously approved the merger agreement, the statutory merger agreement and the transactions contemplated thereby, and the execution, delivery and performance of the merger agreement and the statutory merger agreement, determined that the exchange ratio constituted fair value for the IHS Markit shares in accordance with the Bermuda Companies Act and determined that entering into the merger agreement and the statutory merger agreement and consummating the transactions contemplated thereby was advisable and in the best interests of IHS Markit. Following the finalization of the estimated fully diluted shares and equity awards that the managements of IHS Markit and S&P Global expected to be outstanding as of closing and the agreement between IHS Markit and S&P Global on the exchange ratio of 0.2838, which was more favorable to the holders of IHS Markit shares (other than S&P Global and its affiliates) than the exchange ratio referenced in Morgan Stanley’s oral opinion, on November 29, 2020, Morgan Stanley rendered to the IHS Markit board its written opinion to the effect that, as of the date of such opinion and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth in Morgan Stanley’s written opinion, the exchange ratio of 0.2838, which reflected that IHS Markit’s former share and equity award holders would own 32.25% and S&P Global’s former share and equity award holders would own 67.75% of the combined company as of the closing of the transaction, was fair from a financial point of view to the holders of IHS Markit shares (other than S&P Global and its affiliates). See also the section “The Merger—Opinion of IHS Markit’s Financial Advisor.”

 

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Also on November 29, 2020, the S&P Global board met in teleconferences with senior management of S&P Global and its advisors, including representatives of Goldman Sachs and Wachtell Lipton, to consider the proposed transaction. The S&P Global board received updates from S&P Global management on the completed legal and commercial due diligence on the proposed transaction and the final terms of the proposed transaction, including an exchange ratio of 0.2836 which was believed to reflect that IHS Markit former share and equity award holders would own 32.25%, and S&P Global former share and equity award holders would own 67.75%, of the combined company on a fully-diluted basis as of the closing of the transaction. Representatives of Goldman Sachs reviewed and discussed its financial analyses relating to the proposed transaction with the S&P Global board. Representatives of Goldman Sachs also provided a letter referencing its letter delivered on November 17, 2020 to S&P Global, which letter re-confirmed that nothing (including the matters set forth in such letter and the letter dated November 17, 2020) would limit Goldman Sachs’ ability to fulfill its responsibilities as financial advisor to S&P Global in connection with its engagement. S&P Global management reviewed such letter and confirmed for the S&P Global board that nothing would limit Goldman Sachs’ ability to fulfill its responsibilities as financial advisor to the S&P Global board in connection with the potential transaction. The S&P Global board also discussed the economic terms of the engagement letter with Goldman Sachs executed on November 27, 2020. At the request of the S&P Global board, representatives of Goldman Sachs then rendered Goldman Sachs’ oral opinion that, as of the date of its opinion and based upon and subject to the factors and assumptions described in its opinion, an exchange ratio of 0.2836 was fair, from a financial point of view, to S&P Global. After discussion, the S&P Global board unanimously adopted the merger agreement and determined that the merger agreement and the consummation of the transactions contemplated thereby, including the issuance of S&P Global shares in the merger, are advisable and fair to and in the best interests of S&P Global and its shareholders, and authorized the officers of S&P Global to execute and deliver the merger agreement.

Later on November 29, 2020, after further discussions between IHS Markit management and S&P Global management regarding the two managements’ final fully-diluted share numbers to be factored into the calculation, IHS Markit and S&P Global agreed that the final exchange ratio would be changed from 0.2836 to 0.2838 shares of S&P Global common stock per IHS Markit share, to reflect the understanding that IHS Markit former share and equity award holders would own 32.25% and S&P Global former share and equity award holders would own 67.75% of the combined company as of the closing of the transaction. The Executive Committee of the S&P Global board then met with S&P Global senior management and representatives of Goldman Sachs and Wachtell Lipton. At the request of the S&P Global board, representatives of Goldman Sachs rendered Goldman Sachs’ oral opinion, subsequently confirmed in writing, that, as of the date of its opinion and based upon and subject to the factors and assumptions set forth in its opinion, the exchange ratio of 0.2838 was fair, from a financial point of view, to S&P Global. After discussion, the Executive Committee of the S&P Global board approved the final exchange ratio (which approval was subsequently ratified by the full S&P Global board).

On the evening of November 29, 2020, S&P Global, Merger Sub and IHS Markit entered into the merger agreement, and S&P Global, Mr. Uggla and a subsidiary of IHS Markit entered into Mr. Uggla’s employment agreement.

On the morning of November 30, 2020, prior to market opening, IHS Markit and S&P Global issued a joint press release announcing the execution of the merger agreement.

S&P Global Board’s Recommendation and Reasons for the Merger

On November 29, 2020, the S&P Global board unanimously adopted the merger agreement (including the statutory merger agreement attached as Exhibit A thereto) and declared the merger agreement (including the statutory merger agreement attached as Exhibit A thereto) and the transactions contemplated thereby, including the merger and the issuance of S&P Global common stock in connection with the merger, to be advisable and fair to, and in the best interests of, S&P Global and its shareholders. The S&P Global board also unanimously approved the issuance of S&P Global common stock in connection with the merger and directed that such issuance be submitted to a vote of the S&P Global shareholders. Accordingly, the S&P Global board unanimously recommends that S&P Global shareholders vote “FOR” the S&P Global share issuance proposal at the S&P Global special meeting.

 

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In evaluating the merger agreement and the transactions contemplated by the merger agreement, including the merger and the issuance of S&P Global common stock in connection with the merger, the S&P Global board consulted with S&P Global’s management and financial and legal advisors through an extensive strategic review and due diligence process. In reaching its decision, the S&P Global board evaluated, among other things, the strategic, financial and operational effects of the transactions from the perspective of S&P Global and its shareholders as well as how the benefits of the transaction compared to S&P Global’s stand-alone prospects. In recommending that S&P Global shareholders vote their shares of S&P Global common stock in favor of the S&P Global share issuance proposal, the S&P Global board considered a number of factors, including the following (not necessarily listed in order of relative importance):

Strategic Considerations

 

•

The expectation that the merger will bring together two world-class organizations with leading brands and capabilities across information services that will be uniquely positioned to serve, facilitate and power the markets of the future;

 

•

The expectation that the combination of talent at S&P Global and IHS Markit will create compelling value for customers in the form of new product innovation in light of strong capabilities in innovation, data science, product management, and research across both organizations;

 

•

The expectation that the compatible and customer-oriented cultures of both companies will strengthen the ability of the combined company to serve a greater set of needs and customize solutions across customers, including the potential to link and create value from disparate data sets;

 

•

The value creation potential that is expected to be accelerated and enhanced by the combination with IHS Markit in light of the parties’ complementary capabilities and technology, which are expected to enhance product offerings for customers and accelerate revenue opportunities in financial information and services, indices, commodities and energy business lines;

 

•

The diverse customer bases of each company and expectation that IHS Markit’s customer relationships and market presence, established position as a provider of fixed income pricing and reference data, financial workflow and analytics tools and solutions, fixed income benchmarks and indices and position as a leading provider of data, analysis and insight for the financial services, resources, automotive and engineering sectors, would allow the combined company to serve more diverse customer segments and that each of S&P Global and IHS Markit will be able to introduce the other to new customers and new commercial opportunities;

 

•

The expectation that the merger will create a combined company with an attractive mix of businesses all focused on delivering essential market intelligence and analysis to customers and that have attractive growth and margin profiles, have highly recurring revenue bases and are meaningfully more resilient to market disruptions;

 

•

The potential for the combination of S&P Global and IHS Markit to serve attractive growth markets with new and innovative products and services, including data and analytics serving Environmental, Social and Governance, climate and energy transition, supply chain and trade, counterparty risk management, private markets and alternative data use cases;

 

•

The S&P Global board’s perspective on the current competitive landscape in the information services industry, including the advantages in innovation and ability to better serve a globally diversified customer base garnered by firms with significant scale and diversity across the business lines and geographies in which S&P Global and IHS Markit operate;

Financial Considerations

 

•

The expectation that the combined company will reflect a resilient and a balanced portfolio of businesses that underpin strong customer relationships across numerous industry segments;

 

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•

The expectation that the merger will be accretive to earnings per share during the second full year following the completion of the merger;

 

•

The expectation that the combined company will realize substantial cost synergies which are expected to be approximately $480 million on a run-rate basis by the third year following the completion of the merger, driven by opportunities for operating efficiency, integrating corporate functions, optimizing real estate and eliminating other duplicative costs;

 

•

The expectation that the combined company will be able to generate substantial incremental recurring revenues (currently expected to result in approximately $350 million in run rate revenue synergies by fiscal year 2026) as a result of opportunities that would not have been available to either S&P Global or IHS Markit on a standalone basis, including through the opportunity to cross-sell each party’s products and services to the other’s customers and the creation of new products;

 

•

The expectation that the combined company will have a strong operating margin and the opportunity for margin expansion;

 

•

The expectation that the merger will result in approximately substantial annual organic revenue growth, adjusted diluted earnings per share growth by 2023, and significantly increased free cash flow, which along with the stronger balance sheet will provide substantial financial flexibility and the opportunity to continue and enhance S&P Global’s historical capital return (with a targeted total capital return of at least 85% of free cash flow between dividends and share repurchases);

 

•

S&P Global’s businesses and operations and its current and historical financial condition and results of operations, as well as S&P Global’s strategic plan and related financial projections and the risks and uncertainties in executing on the strategic plan and achieving the financial projections, current dynamics and outlooks for each of those industries, and the “risk factors” set forth in S&P Global’s Annual Report on Form 10-K for the year ended December 31, 2019 and subsequent reports filed with the SEC;

 

•

The current and expected future valuation of S&P Global common stock, as well as the historic trading ranges and price to earnings multiple of S&P Global common stock and the potential future trading range and price to earnings multiple of S&P Global common stock with and absent announcement of the merger;

 

•

The current valuation of IHS Markit shares by the public markets, as well as the historic trading ranges of IHS Markit shares;

 

•

The written opinion of Goldman Sachs, dated November 29, 2020, to the S&P Global board that as of such date and subject to the factors and assumptions set forth therein, the exchange ratio of 0.2838 pursuant to the merger agreement, was fair from a financial point of view to S&P Global, as further described in the section “The Merger—Opinion of S&P Global’s Financial Advisor.” The full text of the written opinion of Goldman Sachs, dated November 29, 2020, is attached as Annex C to this joint proxy statement/prospectus and is incorporated by reference herein in its entirety;

 

•

The benefits of an all-stock combination that allows S&P Global shareholders, as well as IHS Markit shareholders, to continue to participate in the significant upside of the combined company’s businesses, and the percentage ownership interest of 67.75% that legacy holders of S&P Global shares and equity awards would be expected to have in the combined company following the merger; and

 

•

The fact that the merger agreement provides for a fixed exchange ratio and that no adjustment will be made in the number of shares to be received by IHS Markit shareholders (and dilution to S&P Global shareholders) as a result of fluctuations in the market price of S&P Global’s common stock following the announcement of the merger.

 

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Transaction Structure and Terms

 

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The anticipated governance arrangements of the combined company, including those contemplated by the merger agreement (and the letter agreement with IHS Markit’s Chairman and Chief Executive Officer), which in the opinion of the S&P Global board provide clarity of leadership and continuity of management and oversight of the combined company following completion of the merger, while leveraging the expertise of both management teams to work together to integrate the two companies and provide a stable foundation for future management succession, including that, among other things:

 

•

the board of directors of the combined company would include four directors who are independent directors of IHS Markit as of immediately prior to the completion of the merger, in addition to the directors of S&P Global as of immediately prior to the completion of the merger;

 

•

The Chairman of the S&P Global board prior to the completion of the merger would continue as the Chairman of the board of directors of the combined company;

 

•

S&P Global’s Chief Executive Officer prior to the completion of the merger would lead the combined company and S&P Global’s Chief Financial Officer would continue in such role for the combined company; and

 

•

IHS Markit’s Chairman and Chief Executive Officer prior to the completion of the merger would serve as a special advisor to the chief executive officer of the combined company for one year following the completion of the merger;

 

•

The fact that the merger agreement includes provisions that will allow the S&P Global board to satisfy its fiduciary duties in the event that S&P Global were to receive an alternative transaction proposal, including:

 

•

S&P Global’s ability under the merger agreement, subject to certain conditions, to provide information to and engage in discussions or negotiations with third parties that make an unsolicited alternative transaction proposal that the S&P Global board determines in good faith constitutes or could reasonably be expected to result in a superior proposal (as defined in “The Merger Agreement—Covenants and Agreements—No Solicitation of Alternative Transactions”);

 

•

The ability for the S&P Global board, subject to certain conditions, to change its recommendation in favor of the S&P Global share issuance proposal in response to a superior proposal or certain intervening events if the S&P Global board determines that failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law;

 

•

The termination provisions in the merger agreement, including the fact that the S&P Global board believed that the termination fee S&P Global would have to pay IHS Markit in specified circumstances of $2.380 billion is reasonable in light of, among other things, the benefits of the merger to S&P Global shareholders, the typical size of such fees in similar transactions and the likelihood that such a fee would not preclude or unreasonably restrict the emergence of alternative transaction proposals, as well as the fact that no termination fee or expense reimbursement is payable by S&P Global if S&P Global shareholders do not approve the S&P Global share issuance proposal and the S&P Global board has not changed its recommendation to S&P Global shareholders to vote for such proposal and S&P Global has not breached certain provisions of the merger agreement;

 

•

The fact that the merger agreement provides that S&P Global would receive a termination fee of $1.075 billion from IHS Markit in specified circumstances, including if the IHS Markit board changes its recommendation in favor of the merger or if the IHS Markit shareholders do not approve the merger and IHS Markit enters into an alternative transaction within 12 months of the termination of the merger agreement;

 

•

The fact that the merger agreement would not prohibit S&P Global from increasing its dividend within an agreed upon range;

 

•

The likelihood that the parties would complete the merger taking into account the complementary nature of the parties’ businesses, the commitments by the parties to obtain applicable consents and approvals under antitrust and other laws, and the outside date under the merger agreement, which is expected to allow for sufficient time to complete the merger;

 

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•

The S&P Global board’s knowledge of IHS Markit, taking into account publicly available information regarding IHS Markit and the results of S&P Global’s due diligence review of IHS Markit and its businesses;

 

•

The fact that the merger agreement was the product of arm’s-length negotiations and contained terms and conditions that are, in the S&P Global board’s view, favorable to S&P Global and its shareholders; and

 

•

The condition to completing the merger that the S&P Global share issuance proposal must be approved by the affirmative vote of a majority of the votes cast by S&P Global shareholders and the IHS Markit merger proposal must be approved by the affirmative vote of a majority of votes cast by IHS Markit shareholders.

The S&P Global board also considered a number of uncertainties, risks and other adverse factors in its deliberations concerning the merger and the other transactions contemplated by the merger agreement, including the following (not necessarily listed in order of relative importance):

 

•

The fact that there can be no assurance that all conditions to the parties’ obligations to complete the merger will be satisfied and that the merger will ultimately be consummated, including:

 

•

The risk that the S&P Global shareholders do not approve the S&P Global share issuance proposal and/or the IHS Markit shareholders do not approve the IHS Markit merger proposal; and

 

•

The fact that the completion of the merger would require approval under or expiration or termination of the applicable waiting periods under the HSR Act and other regulatory approvals, the risk that regulatory agencies may not approve the merger or may impose terms and conditions on their approvals that exceed the limitations that S&P Global and IHS Markit agreed to in the merger agreement or otherwise adversely affect the business and financial results of the combined company, and the amount of time that might be required to obtain all required regulatory consents and approvals;

 

•

The restrictions in the merger agreement on S&P Global’s conduct of business prior to the completion of the merger, which could delay or prevent S&P Global from undertaking business opportunities that may arise, or taking other actions with respect to its operations that the S&P Global board and management might believe were appropriate or desirable;

 

•

The impact of the announcement, pendency or completion of the merger, or the failure to complete the merger, on S&P Global’s relationships with its employees (including making it more difficult to attract and retain key personnel and the possible loss of key management, technical and other personnel), customers and suppliers;

 

•

The fact that, under specified circumstances generally involving a superior proposal for S&P Global, S&P Global may be required to pay a $2.380 billion termination fee to IHS Markit, and the effect this could have on S&P Global, including the possibility that this termination fee could discourage some potential transaction counterparties from making an alternative transaction proposal for S&P Global (although the S&P Global board believes that the termination fee is reasonable in amount and would not unduly deter any other party that might be interested in combining with, or acquiring any equity interests or assets of, S&P Global);

 

•

The fact that under the merger agreement, if S&P Global were to receive an alternative transaction proposal that the S&P Global board determines in good faith (after consultation with outside counsel and a financial advisor of nationally recognized reputation) constitutes or could reasonably be expected to result in a superior proposal (as defined in “The Merger Agreement—Covenants and Agreements—No Solicitation of Alternative Transactions”):

 

•

S&P Global could not terminate the merger agreement in order to accept that superior proposal (although the S&P Global board would be able, subject to certain conditions, to change its recommendation in favor of the S&P Global share issuance proposal); and

 

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•

IHS Markit would have the right, subject to certain conditions, to negotiate with S&P Global in good faith and respond within four days to any such alternative transaction proposals;

 

•

The risk that a third party may be willing to make a superior proposal for IHS Markit that S&P Global is not willing to match, and that the $1.075 billion termination fee IHS Markit may be required to pay S&P Global in the event the merger agreement is terminated under specified circumstances may not be sufficient to compensate S&P Global for the harm it might suffer as a result of such termination;

 

•

The potentially significant costs involved in connection with entering into the merger agreement and completing the merger, as well as the potentially significant costs to integrate and achieve expected synergies;

 

•

The challenges inherent in combining the S&P Global and IHS Markit businesses, including technical, operational, accounting and other challenges, and the risk of diverting management and other resources for an extended period to accomplish this combination;

 

•

The risk of not capturing all of the anticipated estimated synergies of the merger and that other anticipated benefits of the merger might not be realized on the expected timeframe or at all;

 

•

The expectation that the combined company would have a higher effective tax rate as a U.S. corporation than IHS Markit had prior to the merger as a Bermuda company with a UK tax domicile;

 

•

The risk that vendors and other trading partners cease doing business or materially change the terms on which they do business with S&P Global and/or IHS Markit following the merger;

 

•

The risk that customers may request discounts or other concessions in connection with the merger;

 

•

The risk that IHS Markit’s financial performance before the closing of the merger may not meet S&P Global’s expectations;

 

•

The risk of litigation, injunctions or other legal proceedings related to the transactions contemplated by the merger agreement;

 

•

The ownership dilution to legacy S&P Global shareholders as a result of the issuance of S&P Global common stock pursuant to the merger agreement;

 

•

Uncertainties regarding the potential impacts of the ongoing COVID-19 pandemic and related economic disruptions on S&P Global’s ability to conduct due diligence on IHS Markit during its evaluation of the merger, on the ability to integrate the two companies efficiently following the completion of the merger and on the combined company’s operations and demand for its products; and

 

•

The risks of the type and nature described under “Risk Factors,” and the matters described under “Cautionary Note Regarding Forward-Looking Statements.”

The S&P Global board believed that, overall, the merger and the other transactions contemplated by the merger agreement were a unique opportunity, and after taking into account the foregoing risks, the S&P Global board determined that because the future of the combined company was so attractive and promising, the merger and the other transactions contemplated by the merger agreement were advisable and in the best interest of S&P Global and its shareholders.

This discussion of the information and factors considered by the S&P Global board in reaching its conclusions and recommendation includes the principal factors considered by the S&P Global board, but is not intended to be exhaustive and may not include all of the factors considered by the S&P Global board. In view of the wide variety of factors considered in connection with its evaluation, and the complexity of these matters, the S&P Global board did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to adopt the merger agreement and declare advisable the merger agreement and the transactions contemplated by the merger agreement, including the merger and the issuance of S&P Global common stock in connection with the merger, and to make its

 

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recommendation to S&P Global shareholders. Rather, the S&P Global board viewed its decisions as being based on the totality of the information presented to it and the factors it considered, including its discussions with, and questioning of, members of S&P Global’s management and S&P Global’s advisors, as well as the directors’ individual experiences and expertise. In addition, individual members of the S&P Global board may have assigned different weights to different factors.

In considering the recommendation of the S&P Global board to approve the S&P Global share issuance proposal, S&P Global shareholders should be aware that S&P Global’s executive officers may have interests in the merger that are different from, or in addition to, those of S&P Global shareholders generally. The S&P Global board was aware of and considered these potential interests, among other matters, in evaluating the merger and in making its recommendation to S&P Global shareholders. For a discussion of these interests, see the section entitled “—Interests of Certain of S&P Global’s Directors and Executive Officers in the Merger.”

The explanation of the reasoning of the S&P Global board and certain information presented in this section are forward-looking in nature and, therefore, the information should be read in light of the factors discussed in the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

IHS Markit Board’s Recommendation and Reasons for the Merger

At its meeting on November 29, 2020, the IHS Markit board unanimously (i) approved the merger agreement, the statutory merger agreement and the transactions contemplated thereby, and the execution, delivery and performance of the merger agreement and the statutory merger agreement, (ii) determined that the exchange ratio constitutes fair value for the IHS Markit shares in accordance with the Bermuda Companies Act, (iii) determined that entering into the merger agreement and the statutory merger agreement and consummating the transactions contemplated thereby are advisable and in the best interests of IHS Markit and (iv) directed that the merger agreement, the statutory merger agreement and the transactions contemplated thereby be submitted for consideration by the IHS Markit shareholders at the IHS Markit special meeting. Accordingly, the IHS Markit board unanimously recommends that the IHS Markit shareholders vote “FOR” each of the IHS Markit merger proposal and the IHS Markit merger-related compensation proposal.

In evaluating the merger agreement, the statutory merger agreement and the transactions contemplated thereby, the IHS Markit board consulted with and received the advice of IHS Markit’s management and its legal and financial advisors through an extensive strategic review and due diligence process. In reaching its decision, the IHS Markit board evaluated, among other things, the strategic, financial and operational effects of the transactions from the perspective of IHS Markit and its shareholders as well as how the benefits of the transaction compared to IHS Markit’s stand-alone prospects. In recommending that IHS Markit shareholders vote their IHS Markit shares in favor of the IHS Markit merger proposal, the IHS Markit board considered a number of factors, including those listed below (not necessarily listed in order of relative importance).

Strategic Considerations. The IHS Markit board considered that the merger is expected to provide a number of significant strategic opportunities, including the following (not necessarily listed in order of relative importance):

 

•

an expectation that convergence will continue in the information space, and a merger of IHS Markit and S&P Global offered the best opportunity for IHS Markit against alternatives (including remaining a stand-alone company) given the complementary nature of each company’s solutions and platforms (and in particular, S&P Global’s distribution platforms);

 

•

the expectation that the merger would create a combined company with increased scale and world-class products in core market segments that will be uniquely positioned to serve, facilitate and power the markets of the future;

 

•

the expectation that the combined company will have balanced earnings across major industry segments and a resilient portfolio, with leading solutions in many end markets, providing additional

 

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financial flexibility to pursue value-creating opportunities and resulting in improved opportunities for growth, cost savings and innovation, as well as increased value for shareholders, relative to what IHS Markit could achieve on a stand-alone basis;

 

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the expectation that the complementary assets and product portfolios of IHS Markit and S&P Global will leverage cutting edge innovation and technology capability, including Kensho and the IHS Markit Data Lake, to enhance the customer value proposition and enable the combined company to service new and expanded customer use cases in existing and new geographies;

 

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the expectation that the combined business will have strong joint offerings, and be differentiated, in attractive high-growth adjacencies, including environmental, social and governance, climate and energy transition, private assets, small and medium enterprises, counterparty risk management, supply chain and trade, and alternative data, which together represent a $20 billion total addressable market growing at least 10% annually, allowing the combined company to make progress more rapidly and effectively in these adjacencies relative to what IHS Markit could achieve on a stand-alone basis;

 

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the combined company is expected to continue to deploy over $1 billion annually on technology as part of its ongoing commitment to remain on the cutting edge of technology and innovation; and

 

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the combined company is expected to benefit from two best-in-class workforces with deep expertise and strong, complementary cultures focused on serving the global needs of customers and which collective workforce will benefit from expanded opportunities for career development and growth.

Financial Considerations. The IHS Markit board considered that the merger is expected to provide a number of significant financial benefits, including the following (not necessarily listed in order of relative importance):

 

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the expectation that the merger will be accretive to earnings by the end of the second full year following the completion of the merger;

 

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the expectation that the merger creates attractive synergy opportunities as the combined company expects to deliver by the end of the fifth full year following the completion of the merger, consisting of:

 

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annual run-rate cost synergies of approximately $480 million, with approximately $390 million of those expected by the end of the second year following the completion of the merger; and

 

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$350 million in run-rate revenue synergies;

 

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the combined company expects to have enhanced free cash flow generation with annual free cash flow to enable a targeted total capital return of at least 85% of free cash flow between dividends and share repurchases;

 

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the fact that the merger agreement provides for a fixed exchange ratio and that no adjustment will be made in the merger consideration to be received by IHS Markit’s shareholders in the merger as a result of possible increases or decreases in the trading price of IHS Markit shares or S&P Global common stock following the announcement of the merger;

 

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the fact that, because holders of the issued and outstanding IHS Markit shares (including shares underlying equity awards) as of immediately prior to the merger would hold approximately 32.25% of the issued and outstanding shares of the combined company immediately after completion of the merger, IHS Markit shareholders and equity award holders would have the opportunity to participate in the future performance of the combined company, including the synergies;

 

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the exchange ratio was the result of extensive negotiation between the parties and the IHS Markit board’s belief that the final exchange ratio represented the highest and best value that IHS Markit could obtain from S&P Global; and

 

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the written opinion of Morgan Stanley, dated as of November 29, 2020, to the IHS Markit board to the effect that as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and limitations and qualifications on the scope of review undertaken by Morgan Stanley as set forth therein, the exchange ratio of 0.2838 pursuant to the merger agreement was fair, from a financial point of view, to the holders of IHS Markit shares (other than S&P Global and its affiliates), as more fully described under the section entitled “The Merger—Opinion of IHS Markit’s Financial Advisor” and the full text of the written opinion of Morgan Stanley, which is attached as Annex D to this joint proxy statement/prospectus and is incorporated by reference herein in its entirety.

Other Factors Considered by the IHS Markit Board. In addition to considering the strategic and financial factors described above, the IHS Markit board considered the following additional factors, all of which it viewed as supporting its decision to approve the merger agreement, the statutory merger agreement and the transactions contemplated thereby (not necessarily listed in order of relative importance):

 

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its knowledge of IHS Markit’s business, operations, financial condition, earnings and prospects and of S&P Global’s business, operations, financial condition, earnings and prospects, taking into account the results of IHS Markit’s due diligence review of S&P Global;

 

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the IHS Markit board’s perspective on the current and prospective business climate in the industries in which IHS Markit and S&P Global operate;

 

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the alternatives reasonably available to IHS Markit, including remaining a stand-alone entity and pursuing other strategic alternatives, and the IHS Markit board’s belief that the merger created the best reasonably available opportunity to maximize value for IHS Markit shareholders given the potential risks, rewards and uncertainties associated with each alternative and without limiting strategic alternatives that the combined company could pursue in the future;

 

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the recommendation of IHS Markit’s senior management in favor of the merger;

 

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the structure of the transaction as a stock-for-stock merger and that four independent directors of the IHS Markit board will join the S&P Global board upon the completion of the merger and that until the 2024 annual S&P Global shareholders meeting, each committee of the S&P Global board will have one such IHS Markit designee so long as there are two such IHS Markit designees on the S&P Global board;

 

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the fact that Mr. Uggla, the current Chairman and Chief Executive Officer of IHS Markit, will remain a special advisor to the chief executive officer of the combined company for one year following the completion of the merger and has extended and expanded the scope of his non-compete in favor of the combined company until the second anniversary of the completion of the merger;

 

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the treatment of equity awards and retention payments to seek to retain IHS Markit employees so as to enhance the ability of the combined company to implement a successful integration and achieve the intended synergies;

 

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the fact that S&P Global has agreed to use its reasonable best efforts to obtain the necessary approvals and clearances required under applicable antitrust laws to effect the merger, including to take all actions required by any relevant antitrust authority that would not reasonably be expected to have a regulatory material adverse impact, as more fully described in the section entitled “The Merger Agreement—Efforts to Complete the Merger;”

 

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the IHS Markit board’s view, after consultation with its legal counsel, that the merger is likely to be completed in a timely manner without the imposition by any relevant antitrust authority of any condition or requirement that would be sufficiently material to preclude the merger;

 

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the outside date under the merger agreement, taking into account the ability of IHS Markit or S&P Global to extend the initial outside date in specified circumstances (as more fully described in the section entitled “The Merger Agreement—Termination”), which is expected to allow for sufficient time to complete the merger;

 

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the fact that the merger agreement includes provisions that will allow the IHS Markit board to satisfy its fiduciary duties in the event that IHS Markit were to receive an alternative transaction proposal, including:

 

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IHS Markit’s ability to provide information to and engage in discussions or negotiations with third parties that make an unsolicited alternative transaction proposal that the IHS Markit board determines in good faith constitutes or could reasonably be expected to result in a superior proposal (as defined in “The Merger Agreement—Covenants and Agreements—No Solicitation of Alternative Transactions”);

 

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the IHS Markit board’s right to withhold, withdraw or change its recommendation to the IHS Markit shareholders to vote “FOR” the IHS Markit merger proposal if a superior proposal is available or in response to an intervening event if the IHS Markit board determines that failure to take such action would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, subject to IHS Markit being obligated to pay S&P Global a termination fee of $1.075 billion in the event S&P Global terminates the merger agreement prior to the IHS Markit shareholders’ vote on the IHS Markit merger proposal or in certain other circumstances in which IHS Markit enters into or consummates an alternative transaction agreement within 12 months after the termination of the merger agreement;

 

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the ability of IHS Markit’s shareholders to vote “AGAINST” the IHS Markit merger proposal, with generally no termination fee or expense reimbursement being payable by IHS Markit to S&P Global if the IHS Markit shareholders do not approve the IHS Markit merger proposal, the IHS Markit board has not changed its recommendation to IHS Markit shareholders to vote “FOR” the IHS Markit merger proposal and IHS Markit has not entered into or consummated an alternative transaction within 12 months of the termination of the merger agreement; and

 

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the termination provisions in the merger agreement, including the fact that the IHS Markit board believed that the termination fee IHS Markit would have to pay S&P Global in specified circumstances of $1.075 billion is reasonable in light of, among other things, the benefits of the merger to IHS Markit shareholders, the typical size of such fees in similar transactions and the likelihood that such a fee would not preclude or unreasonably restrict the emergence of alternative transaction proposals;

 

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the IHS Markit board’s conclusion, after consultation with IHS Markit’s legal advisors, that the provisions of the merger agreement providing for the IHS Markit board’s ability to respond to alternative transaction proposals and change its recommendation to IHS Markit shareholders to vote in favor of IHS Markit merger proposal are customary and reasonable for transactions of this type;

 

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the inability of S&P Global to terminate the merger agreement in connection with the S&P Global board withholding, withdrawing or changing its recommendation to the S&P Global shareholders to vote “FOR” the S&P Global share issuance proposal, and the ability of IHS Markit to terminate the merger agreement prior to the S&P Global shareholders meeting and collect a termination fee of $2.380 billion if such change of recommendation occurs or in certain other circumstances in which S&P Global enters into or consummates an alternative transaction agreement within 12 months after the termination of the merger agreement;

 

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the ability of IHS Markit to continue to pay its regular quarterly dividends to its shareholders under the terms of the merger agreement;

 

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the expected tax-free treatment of the merger for U.S. federal income tax purposes to IHS Markit shareholders, as more fully described in the section entitled “Material U.S. Federal Income Tax Consequences;”

 

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the ability of IHS Markit to seek specific performance of S&P Global’s obligations under the merger agreement;

 

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