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Section 1: S-4 (FORM S-4)

Form S-4
Table of Contents

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.  ☐


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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.

 

 

 


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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

 

 

LOGO   LOGO

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.


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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.


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LOGO

 

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


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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:

 

LOGO

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


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LOGO

 

IHS MARKIT LTD.

4th 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.


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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


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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:

 

 

LOGO

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.

4th 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


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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.


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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


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“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


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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  

 

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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  

 

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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.”


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  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.

 

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  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.

 

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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.

 

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  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.

 

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  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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SUMMARY

This summary highlights selected information contained in this joint proxy statement/prospectus and does not contain all the information that may be important to you. S&P Global and IHS Markit urge you to read carefully this joint proxy statement/prospectus in its entirety, including the annexes. Additional, important information, which S&P Global and IHS Markit also urge you to read, is contained in the documents incorporated by reference into this joint proxy statement/prospectus. See “Where You Can Find More Information.”

The Parties (page 52)

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. S&P Global 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:

 

   

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 Global 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.

 

   

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.

 

   

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.

 

   

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.



 

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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 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:

 

   

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.

 

   

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.

 

   

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.

 

   

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 provide performance and cost benchmarking analysis to the technology, media and telecom industry.



 

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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.”

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.

The Transaction (page 126)

The terms and conditions of the merger are contained in the merger agreement, a copy of which merger agreement is attached as Annex A to this joint proxy statement/prospectus and the statutory merger agreement, the agreed form of which is attached as Annex B to this joint proxy statement/prospectus. We encourage you 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.

On November 29, 2020, S&P Global, Merger Sub and IHS Markit entered into the merger agreement, which provides that, subject to the terms and conditions of the merger agreement and the statutory merger agreement and in accordance with the Bermuda Companies Act, 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.

Merger Consideration (page 126)

At the completion of the merger, each IHS Markit share that is issued and outstanding (other than dissenting shares and excluded shares) will be converted into 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 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 exchange ratio, see “The Merger Agreement—Merger Consideration.”

Treatment of IHS Markit Equity Awards (page 128)

Treatment of IHS Markit RSU Awards

Upon completion of the merger, each IHS Markit restricted stock unit (“RSU”) award, whether vested or unvested, that is then-outstanding will, automatically and without any action on the part of the holder thereof be



 

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converted into an S&P Global restricted share unit award on the same terms and conditions (including any continuing vesting requirements; provided that any continuing vesting requirements will lapse upon completion of the merger with respect to IHS Markit RSU awards held by non-employee directors of IHS Markit) under the applicable plan, award agreement and applicable deferral election in effect immediately prior to the completion of the merger, with respect to a number of shares of S&P Global common stock, rounded up to the nearest whole share of S&P Global common stock, determined by multiplying (1) the number of IHS Markit shares subject to such IHS Markit RSU award immediately prior to the completion of the merger by (2) the exchange ratio; provided, however, that if the holder of the applicable converted S&P Global restricted share unit award (1) experiences a termination of employment by S&P Global without cause or (2) terminates his or her employment for good reason, in each case during the 24-month period following the completion of the merger (or, for employees of IHS Markit with a title of Executive Vice President or Senior Vice President immediately prior to the completion of the merger, the 18-month period following completion of the merger), such holder will be entitled to full vesting of such converted S&P Global restricted share unit award.

Treatment of IHS Markit PSU Awards

Upon completion of the merger, each then-outstanding IHS Markit performance-based restricted stock unit (“PSU”) award that was not granted in the calendar year in which the completion of the merger occurs (including, for the avoidance of doubt, any such “partner unit plan” IHS Markit PSU award), will, automatically and without any action on the part of the holder thereof be converted into an S&P Global restricted share unit award on the same terms and conditions (including any continuing service vesting requirements but excluding all performance vesting conditions which will lapse) under the applicable plan and award agreement in effect immediately prior to the completion of the merger, as modified by the merger agreement, with respect to a number of shares of S&P Global common stock, rounded up to the nearest whole share of S&P Global common stock, determined by multiplying (1) the number of IHS Markit shares subject to such IHS Markit PSU award immediately prior to the completion of the merger (assuming target performance) by (2) the exchange ratio (such product being referred to, with respect to each such IHS Markit PSU award, the “RSU target number”); provided, however, that if the holder of the applicable converted S&P Global restricted share unit award (1) experiences a termination of employment by S&P Global without cause or (2) terminates his or her employment for good reason, in each case during the 24-month period following the completion of the merger (or, for employees of IHS Markit with a title of Executive Vice President or Senior Vice President immediately prior to the completion of the merger, the 18-month period following completion of the merger), such holder will be entitled to full service-vesting of such converted S&P Global restricted share unit award. The actual number of shares of S&P Global common stock with respect to which each such converted S&P Global restricted share unit award will vest will equal the product determined by multiplying (1) the RSU target number by (2) a specified vesting percentage (which can range from 100% to 200%).

Upon completion of the merger, each then-outstanding IHS Markit PSU award that was granted in the calendar year in which the completion of the merger occurs, will, automatically and without any action on the part of the holder thereof be converted into a S&P Global performance share unit award with respect to a target number of shares of S&P Global common stock, rounded up to the nearest whole share of S&P Global common stock, determined by multiplying (1) the number of IHS Markit shares subject to such IHS Markit PSU award immediately prior to the completion of the merger (assuming target performance) by (2) the exchange ratio (such product, the “PSU target number”). The converted S&P Global performance share unit award will be subject to the same performance vesting opportunities and performance goals applicable to performance share unit awards granted by S&P Global in the calendar year in which the completion of the merger occurs. The actual number of shares of S&P Global common stock with respect to which each such converted S&P Global performance share unit award will vest will be determined based on actual performance, subject to the applicable holder remaining employed with S&P Global and its subsidiaries through February 1, 2024 (if the completion of the merger occurs in 2021) or February 1, 2025 (if the completion of the merger occurs in 2022); provided, however, that if the



 

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holder of the applicable converted S&P Global performance share unit award (1) experiences a termination of employment by S&P Global without cause or (2) terminates his or her employment for good reason, in each case during the 24-month period following the completion of the merger (or, for employees of IHS Markit with a title of Executive Vice President or Senior Vice President immediately prior to the completion of the merger, the 18-month period following completion of the merger), prior to February 1, 2024 (if the completion of the merger occurs in 2021) or February 1, 2025 (if the completion of the merger occurs in 2022), such holder will be entitled to full service-vesting of such converted S&P Global performance share unit award, and the number of shares with respect to which such award will vest will equal the PSU target number.

Treatment of IHS Markit DSU Awards

Upon completion of the merger, each then-outstanding IHS Markit deferred stock unit (“DSU”) award, will, automatically and without any action on the part of the holder thereof, be converted into a S&P Global deferred share unit award on the same terms and conditions under the applicable plan, award agreement and applicable deferral election in effect immediately prior to the completion of the merger, with respect to a number of shares of S&P Global common stock, with the aggregate number of shares of S&P Global common stock covered by such S&P Global deferred share unit award, rounded up to the nearest whole share, determined by multiplying (1) the number of IHS Markit shares subject to such IHS Markit DSU award immediately prior to the completion of the merger by (2) the exchange ratio.

Treatment of IHS Markit Options

Upon completion of the merger, each IHS Markit option, whether vested or unvested, that is then-outstanding and unexercised immediately prior to the completion of the merger will, automatically and without any action on the part of the holder thereof, be converted into an option to purchase (1) the number of shares of S&P Global common stock equal to the product determined by multiplying (a) the number of IHS Markit shares subject to the IHS Markit option immediately prior to the completion of the merger, by (b) the exchange ratio, with any fractional shares rounded down to the nearest whole share of S&P Global common stock, at (2) an exercise price per share of S&P Global common stock equal to (a) the per share exercise price for IHS Markit shares subject to the corresponding IHS Markit option immediately prior to the completion of the merger divided by (b) the exchange ratio, rounded up to the nearest whole cent. Each such option will otherwise be subject to the same terms and conditions applicable to the corresponding IHS Markit option under the applicable plan and award agreement in effect immediately prior to the completion of the merger, including vesting terms.

For additional information with respect to treatment of IHS Markit equity awards, please see “The Merger Agreement—Treatment of IHS Markit Equity Awards.”

Recommendation of the S&P Global Board (page 155)

After careful consideration of various factors described in “The Merger—S&P Global Board’s Recommendation and Reasons for the Merger,” the S&P Global board unanimously adopted the merger agreement (including the statutory merger agreement attached as Exhibit A thereto) and declared the transactions contemplated by the merger agreement (including the merger and the S&P Global share issuance) to be advisable and fair to and in the best interests of S&P Global and its shareholders, and the S&P Global board unanimously recommends that holders of S&P Global common stock vote FOR the S&P Global share issuance proposal.

Recommendation of the IHS Markit Board (page 162)

After careful consideration of various factors described in “The Merger—IHS Markit Board’s Recommendations and Reasons for the Merger,” the IHS Markit board unanimously (1) approved the merger



 

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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 exchange ratio 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 holders of IHS Markit shares vote:

 

   

“FOR” the IHS Markit merger proposal; and

 

   

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

Opinion of S&P Global’s Financial Advisor (page 76)

Opinion of Goldman Sachs

On November 29, 2020, at the request of the S&P Global board, representatives of Goldman Sachs rendered Goldman Sachs’ written opinion, that, as of the date of the written opinion and based upon and subject to the factors and assumptions set forth therein, the exchange ratio of 0.2838 was fair, from a financial point of view, to S&P Global.

The full text of the written opinion of Goldman Sachs, dated November 29, 2020, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the S&P Global board in connection with its consideration of the merger. The Goldman Sachs opinion does not constitute a recommendation as to how any holder of S&P Global common stock should vote with respect to the merger or any other matter.

For a description of the opinion that the S&P Global board received from Goldman Sachs, see “The Merger—Opinion of S&P Global’s Financial Advisor,” beginning on page 76 of this joint proxy statement/prospectus.

Opinion of IHS Markit’s Financial Advisor (page 85)

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 was fair from a financial point of view to the holders of IHS Markit shares (other than S&P Global and its affiliates). The full text of the written opinion of Morgan Stanley, dated as of November 29, 2020, is attached as Annex D and is incorporated by reference in this joint proxy statement/prospectus in its entirety.

The description of Morgan Stanley’s opinion is qualified in its entirety by reference to the full text of the opinion. Morgan Stanley’s opinion was directed to the IHS Markit board, in its capacity as such, and addressed only the fairness from a financial point of view of the exchange ratio to the holders of IHS Markit shares (other than S&P Global and its affiliates) as of the date of such written opinion. It did not address any other aspects or implications of the merger or in any manner address the prices at which the S&P Global common stock would trade following consummation of the merger or at any time, and was not intended to and did not express any opinion or recommendation as to how the shareholders of S&P Global or IHS Markit should vote at the respective shareholders’ meetings to be held in connection with the merger.



 

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For a description of the opinion that the IHS Markit board received from Morgan Stanley, see “The Merger—Opinion of IHS Markit’s Financial Advisor” beginning on page 85 of this joint proxy statement/prospectus.

Interests of Certain of S&P Global’s Directors and Executive Officers in the Merger (page 108)

In considering the recommendation of the S&P Global board that S&P Global shareholders approve the S&P Global share issuance proposal, S&P Global shareholders should be aware that certain directors and executive officers of S&P Global have certain interests in the merger that may be different from, or in addition to, the interests of S&P shareholders generally. The S&P Global board was aware of these interests and considered them, among other matters, in approving the merger agreement and the transactions contemplated thereby, including the merger and the issuance of S&P Global common stock in connection with the merger, and in making their recommendation that S&P Global shareholders approve the S&P Global share issuance proposal. These interests include, among others, the grant of equity incentive awards and retention awards, and the payment of certain severance benefits upon a qualifying termination of employment in connection with the merger.

See the section entitled “The Merger—Interests of S&P Global’s Directors and Executive Officers in the Merger” for a more detailed description of these interests.

Interests of IHS Markit’s Directors and Executive Officers in the Merger (page 110)

The directors and executive officers of IHS Markit have interests in the merger that are different from, or in addition to, the interests of shareholders of IHS Markit generally. The members of the IHS Markit board were aware of, and considered, these interests, among other matters, in evaluating and negotiating the merger agreement, the statutory merger agreement and the merger, and in recommending that the shareholders of IHS Markit approve the IHS Markit merger proposal. Additional interests of the directors and executive officers of IHS Markit in the merger include the treatment of IHS Markit RSU awards, IHS Markit PSU awards, IHS Markit DSU awards and IHS Markit options held by non-employee directors and/or executive officers, as applicable, in accordance with the merger agreement, the allocation of a retention award to an executive officer of IHS Markit, the payment of certain severance and other benefits to the executive officers of IHS Markit upon a qualifying termination of employment following the completion of the merger, the compensation arrangements that certain executive officers of IHS Markit have entered into with S&P Global that will become effective upon completion of the merger with respect to such executive officers’ continued employment following completion of the merger, that, at the 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 four independent directors proposed by IHS Markit who are reasonably acceptable to S&P Global, and the continued provision of indemnification and insurance coverage for current and former directors and executive officers of IHS Markit in accordance with the merger agreement. IHS Markit shareholders should take these interests into account in deciding whether to vote “FOR” the IHS Markit merger proposal.

See the sections entitled “The Merger—Interests of IHS Markit’s Directors and Executive Officers in the Merger” and “The Merger Agreement—Covenants and Agreements—Indemnification, Exculpation and Insurance” for a more detailed description of these interests.

Information about the S&P Global Special Meeting (page 155)

Time, Place and Purpose of the S&P Global Special Meeting

The S&P Global special meeting to consider and vote upon the S&P Global share issuance proposal will be held at [                ] on [                ], 2021. In light of ongoing developments related to the ongoing coronavirus (COVID-19) pandemic, referred to as the COVID-19 pandemic, S&P Global has elected to hold the S&P Global special meeting solely by means of remote communication via the Internet. The S&P Global special meeting will be held solely via live webcast and there will not be a physical meeting location.



 

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At the S&P Global special meeting, S&P Global shareholders will be asked to consider and vote upon the S&P Global share issuance proposal.

S&P Global Record Date and Quorum

Only holders of record of S&P Global common stock at the close of business on [                ], 2021, the S&P Global record date, will be entitled to notice of, and to vote at, the S&P Global special meeting or any adjournments or postponements thereof. As of the close of business on the S&P Global record date, there were [                ] shares of S&P Global common stock outstanding and entitled to vote at the S&P Global special meeting. Each share of S&P Global common stock outstanding on the S&P Global record date entitles the holder thereof to one vote on the S&P Global share issuance proposal, virtually via the S&P Global special meeting website or by proxy through the Internet, by telephone or by a properly executed and delivered proxy with respect to the S&P Global special meeting.

The S&P Global by-laws provide that 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 will count for the purpose of determining the presence of a quorum for the transaction of business at the S&P Global special meeting.

Vote Required

The S&P Global share issuance proposal requires the affirmative vote of a majority of the votes cast by holders of 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.

If a S&P Global shareholder present via the S&P Global special meeting website at the S&P Global special meeting abstains from voting, or responds by proxy with an “abstain” vote, it 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 vote count for the S&P Global share issuance proposal, assuming a quorum is present.

Adjournments

Under the S&P Global by-laws, the S&P Global board or the chairman of the S&P Global special meeting may adjourn the S&P Global special meeting, whether or not a quorum is present. The S&P Global board or the chairman of the S&P Global special meeting may adjourn the meeting to solicit additional proxies if there are not sufficient votes at the time of the S&P Global special meeting in favor of the S&P Global share issuance proposal.

Proxies and Revocations

We expect that many S&P Global shareholders will be represented by proxy. Most S&P Global shareholders have a choice of voting over the Internet, by using a toll-free telephone number, or by returning a completed S&P Global proxy card or voting instruction form. Please check your notice, proxy card or the information forwarded by your broker, bank or other holder of record to see which options are available to you. The Internet and telephone voting procedures have been designed to authenticate S&P Global shareholders, to allow you to vote your shares and to confirm that your instructions have been properly recorded.

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you choose to change or revoke your vote by Internet or telephone, you must do so by 11:59 p.m. on the day before the S&P Global special meeting. Executing your proxy in advance will not limit your right to vote at the S&P Global special meeting if you decide to attend virtually via the S&P Global special meeting website. However, if your shares are held in the name of a broker, bank or other holder of record, you cannot vote at the S&P Global special meeting unless you have a “legal proxy,” executed in your favor, from the holder of record.

Information about the IHS Markit Special Meeting (page 162)

Time, Place and Purpose of the IHS Markit Special Meeting

The IHS Markit special meeting to consider and vote upon the IHS Markit merger proposal and the IHS Markit merger-related compensation proposal will be held at [                ] on [                ], 2021. In light of ongoing developments related to the ongoing COVID-19 pandemic, IHS Markit has elected to hold the IHS Markit special meeting solely by means of remote communication via the Internet. The IHS Markit special meeting will be held solely via live webcast and there will not be a physical meeting location.

At the IHS Markit special meeting, the IHS Markit shareholders will be asked to consider and vote upon (1) the IHS Markit merger proposal and (2) the IHS Markit merger-related compensation proposal.

IHS Markit Record Date and Quorum

You are entitled to receive notice of, and to vote at, the IHS Markit special meeting or any adjournments or postponements thereof if you are an owner of record of IHS Markit shares as of the close of business on [                ], the IHS Markit record date. On the IHS Markit record date, there were [                ] IHS Markit shares issued and outstanding and entitled to vote, including a total of 25,219,470 shares held in the EBT. IHS Markit shareholders will have one vote on all matters properly coming before the IHS Markit special meeting for each IHS Markit share owned by such IHS Markit shareholders on the IHS Markit record date. The trustee may not vote any common shares held by the EBT unless IHS Markit directs otherwise. IHS Markit 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 common shares on such proposal.

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 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.

Vote Required

Each of the IHS Markit merger proposal and the IHS Markit merger-related compensation proposal 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. For each of the IHS Markit merger proposal and the IHS Markit merger-related compensation proposal, if an IHS Markit shareholder present virtually via the IHS Markit special meeting website abstains from voting, or responds by proxy with an “abstain” vote, it will have no effect on the vote count for such 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 or does not provide his, her or its bank, broker or other nominee with instructions, as applicable, it will have no effect on the vote count for such proposal, assuming a quorum is present.



 

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Adjournments

Under the IHS Markit bye-laws, the chairman of the IHS Markit special meeting may, without the consent of the shareholders, adjourn the IHS Markit special meeting if, among other things, it appears to the chairman that it is likely to be impracticable to continue the meeting because of the number of shareholders wishing to attend who are not present (virtually via the IHS Markit special meeting website or by proxy), or an adjournment is otherwise necessary such that the business of the meeting may be properly conducted. Subject to the circumstances at the time of the IHS Markit special meeting, it may be adjourned by the chairman so that additional proxies may be solicited in favor of the IHS Markit merger proposal.

Proxies and Revocations

We expect that many IHS Markit shareholders will be represented by proxy. Most IHS Markit shareholders have a choice of voting over the Internet, by using a toll-free telephone number, or by returning a completed IHS Markit proxy card or voting instruction form. Please check your notice, proxy card or the information forwarded by your broker, bank or other holder of record to see which options are available to you. The Internet and telephone voting procedures have been designed to authenticate IHS Markit shareholders, to allow you to vote your shares, and to confirm that your instructions have been properly recorded.

You can revoke your proxy at any time before it is exercised by delivering a properly executed, later-dated proxy (including an Internet or telephone vote) or by voting electronically at the IHS Markit special meeting. If you choose to change or revoke your vote by Internet or telephone, you must do so by 11:59 p.m. on the day before the IHS Markit special meeting. Executing your proxy in advance will not limit your right to vote at the IHS Markit special meeting if you decide to attend virtually via the IHS Markit special meeting website. However, if your shares are held in the name of a broker, bank or other holder of record, you cannot vote at the IHS Markit special meeting unless you have a “legal proxy,” executed in your favor, from the holder of record.

Voting by S&P Global Directors and Executive Officers (page 182)

As of the close of business on December 31, 2020, the most recent practicable date for which such information was available, directors and executive officers of S&P Global and their affiliates owned and were entitled to vote 246,186 shares of S&P Global common stock, or less than 1% of the shares of common stock outstanding on that date. The number and percentage of shares of S&P Global common stock owned by directors and executive officers of S&P Global and their affiliates as of the S&P Global record date are not expected to be meaningfully different from the number and percentage as of December 31, 2020. It is currently expected that S&P Global’s directors and executive officers will vote their shares of S&P Global common stock in favor of the S&P Global share issuance proposal, although none of them have entered into any agreements obligating them to do so. For information with respect to S&P Global common stock owned by directors and executive officers of S&P Global, please see the section entitled “S&P Global Beneficial Ownership Table.”

Voting by IHS Markit Directors and Executive Officers (page 184)

As of the close of business on December 31, 2020, the most recent practicable date for which such information was available, directors and executive officers of IHS Markit and their affiliates owned and were entitled to vote 1,620,831 IHS Markit shares, or less than 0.5% of IHS Markit shares issued and outstanding on that date. The number and percentage of IHS Markit shares owned by directors and executive officers of IHS Markit and their affiliates as of the IHS Markit record date are not expected to be meaningfully different from the number and percentage as of December 31, 2020. It is currently expected that IHS Markit’s directors and executive officers will vote their IHS Markit shares in favor of each of the proposals to be considered at the IHS Markit special meeting, although none of them have entered into any agreements obligating them to do so. For information with respect to IHS Markit shares owned by directors and executive officers of IHS Markit, please see the section entitled “IHS Markit Beneficial Ownership Table.”



 

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Governance of the Combined Company (page 133)

Headquarters

After the completion of the merger, the combined company will be headquartered in New York.

Senior Management of the Combined Company

Following completion of the merger, Douglas L. Peterson, the current President and Chief Executive Officer of S&P Global, will serve as the Chief Executive Officer of the combined company, and Ewout Steenbergen, the current Executive Vice President and Chief Financial Officer of S&P Global, will serve as the Chief Financial Officer of the combined company. Following completion of the merger, Lance Uggla, the current Chairman and Chief Executive Officer of IHS Markit, will be appointed to serve as Special Advisor to the Chief Executive Officer of the combined company for a term ending on the first anniversary of the completion of the merger.

Board of Directors

Under the terms of the merger agreement, prior to completion of the merger, IHS Markit will propose four individuals to serve on the combined company’s board of directors immediately following completion of the merger, which four individuals must be reasonably acceptable to S&P Global. The four individuals will be selected from among the IHS Markit directors identified as independent in the definitive proxy statement for IHS Markit’s most recent annual shareholders meeting preceding the completion of the merger, and must also meet the criteria for service on the S&P Global board under applicable law and NYSE rules, and any criteria established by the S&P Global board or the Nominating and Corporate Governance Committee of the S&P Global board for such service that are generally applicable to members of the S&P Global board.

The S&P Global board as of the date of this joint proxy statement/prospectus consists of 13 members. Following consummation of the merger, and taking into account Charles E. Haldeman, Jr.’s previously disclosed retirement from the S&P Global board, it is expected that the existing S&P Global directors will constitute 12 of the 16 members of the combined company’s board of directors.

The directors of the combined company that have been designated as of the date of this joint proxy statement/prospectus and their ages as of the date of this joint proxy statement/prospectus are as follows:

 

Name    Age    Current Director and Designee of:
Marco Alverà    45    S&P Global
William J. Amelio    63    S&P Global
William D. Green    67    S&P Global
Charles E. Haldeman, Jr.(1)    72    S&P Global
Stephanie C. Hill    55    S&P Global
Rebecca Jacoby    59    S&P Global
Monique F. Leroux    66    S&P Global
Ian P. Livingston    56    S&P Global
Maria R. Morris    58    S&P Global
Douglas L. Peterson    62    S&P Global
Edward B. Rust, Jr.    70    S&P Global
Kurt L. Schmoke    71    S&P Global
Richard E. Thornburgh    68    S&P Global

 

(1) 

As previously disclosed, Mr. Haldeman plans to retire from the S&P Global board at the 2021 annual meeting of the S&P Global shareholders.



 

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Committees of the Board of Directors

Following the completion of the merger and until S&P Global’s annual meeting of shareholders in 2024 or, if earlier, such time that less than two of IHS Markit’s designated directors serve on the S&P Global board, S&P Global shall take all necessary actions to cause each committee of the S&P Global board to have at all times at least one of IHS Markit’s designated directors, so long as such designated director at all times during his or her service on such committee meets the criteria for such service under applicable law and NYSE rules, and any criteria established by the S&P Global board, such committee or the Nominating and Corporate Governance Committee of the S&P Global board for such service that are generally applicable to members of such committee.

See “The Merger—Governance of the Combined Company” and “The Merger Agreement—Governance of the Combined Company.”

Regulatory Approvals (page 121)

Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division of the U.S. Department of Justice, referred to as the Antitrust Division, and the U.S. Federal Trade Commission, referred to as the FTC, and all statutory waiting period requirements have been satisfied. Completion of the merger is subject to the termination or expiration of the applicable waiting period under the HSR Act. On January 5, 2021, notification and report forms under the HSR Act were filed by each of S&P Global and IHS Markit with the FTC and the Antitrust Division with respect to the merger.

Completion of the merger is further subject to notification or receipt of certain other regulatory approvals, including, among others, notification, clearance and/or approval under the competition laws of Canada, the European Union, the United Kingdom and Taiwan and the approval of the UK Financial Conduct Authority.

At any time before or after the expiration of the statutory waiting periods under the HSR Act, the Antitrust Division or the FTC may take action under the antitrust laws, including seeking to enjoin the completion of the merger, to rescind the merger or to conditionally permit completion of the merger subject to regulatory conditions or other remedies. In addition, non-U.S. regulatory bodies and U.S. state attorneys general could take action under other applicable regulatory laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin or otherwise prevent the completion of the merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under regulatory laws under some circumstances. There can be no assurance that a challenge to the merger on antitrust or other regulatory grounds will not be made or, if such a challenge is made, that it would not be successful.

Conditions to Completion of the Merger (page 148)

The obligations of each of S&P Global and IHS Markit to effect the merger are subject to the satisfaction or waiver, in whole or in part (to the extent permitted by law), of the following conditions:

 

   

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”;



 

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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.

The parties expect to complete the merger after all of the conditions to the merger in the merger agreement are satisfied or waived, including after receipt of the S&P Global shareholder approval and the IHS Markit shareholder approval and after the parties receive all required regulatory approvals. For a more complete description of the conditions to the merger, see “The Merger Agreement—Conditions to the Merger.”

Timing of the Transaction (page 121)

The merger is expected to be completed in the second half of calendar year 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 necessary regulatory approvals. See “The Merger Agreement—Conditions to the Merger.”

Ownership of the Combined Company After the Merger (page 83)

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.

No Solicitation; Change of Recommendation (page 139)

As more fully described in this joint proxy statement/prospectus and in the merger agreement, and subject to the exceptions summarized below, each of S&P Global and IHS Markit has agreed that it will not, will not authorize or permit any of their controlled affiliates or any of its or their controlled affiliates’ officers, directors or employees to, and will use their reasonable best efforts to cause any investment banker, financial advisor, attorney, accountant or other representative retained by them or any of their controlled affiliates not to (and will be responsible if they do), directly or indirectly (1) solicit, initiate or knowingly encourage (including by way of furnishing information), or knowingly take any other action designed to facilitate, any inquiries regarding, or the



 

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making of, any proposal the consummation of which would constitute an alternative transaction (as defined in the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation of Alternative Transactions”) to acquire 20% or more of S&P Global’s or IHS Markit’s, as applicable, voting power or 20% or more of S&P Global’s or IHS Markit’s, as applicable, consolidated revenues, net income or assets, or (2) participate in any discussions or negotiations, or cooperate in any way with any person (or group of persons), with respect to any inquiries regarding, or the making of, any proposal the consummation of which would constitute an alternative transaction, except to notify such person or group of persons as to the existence of the provisions of the merger agreement summarized in this section.

The merger agreement includes certain exceptions to the non-solicitation covenant such that, prior to obtaining the S&P Global or the IHS Markit shareholder approval, S&P Global or IHS Markit and its representatives, as applicable, may, among other things, participate in discussions and negotiations concerning an unsolicited alternative transaction proposal if the S&P Global board or IHS Markit board, as applicable, determines in good faith, after consultation with its outside counsel and a financial advisor of nationally recognized reputation, that the alternative transaction proposal constitutes or could reasonably be expected to result in a “superior proposal” (as defined in the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation of Alternative Transactions”). Also, each of the S&P Global board and the IHS Markit board may, subject to complying with certain specified procedures, including providing IHS Markit and S&P Global, as applicable, with a good faith opportunity to negotiate to amend the merger agreement, (1) change its recommendation in favor of the S&P Global share issuance proposal or the IHS Markit merger proposal, as applicable, in response to an unsolicited “superior proposal,” if the S&P Global board or the IHS Markit board, as applicable, determines in good faith, after consultation with its outside counsel and a financial advisor of nationally recognized reputation, that the failure to do so would be reasonably likely to be inconsistent with its fiduciary duties under applicable law, or (2) change its recommendation in favor of the S&P Global share issuance proposal or IHS Markit merger proposal, as applicable, in response to an “intervening event” (as defined in the section entitled “The Merger Agreement—Covenants and Agreements—Changes in Board Recommendations”) if the S&P Global board or the IHS Markit board, as applicable, determines in good faith, after consultation with its outside counsel and a financial advisor of nationally recognized reputation, that the failure to do so would reasonably likely to be inconsistent with its fiduciary duties under applicable law.

For a more complete description of the limitations on the solicitation of transaction proposals from third parties and the ability of the S&P Global board or the IHS Markit board, as applicable, to change its respective recommendation with respect to the transaction, see “The Merger Agreement—Covenants and Agreements—No Solicitation of Alternative Transactions—Changes in Board Recommendations.”

Termination of the Merger Agreement; Termination Fee (page 150)

The merger agreement may be terminated by mutual written consent of IHS Markit and S&P Global at any time before the completion of the merger. In addition, the merger agreement may be terminated by either IHS Markit or S&P Global, as applicable:

 

   

if the merger has not been completed by November 29, 2021, subject to extension at the election of S&P Global or IHS Markit to May 29, 2022 if all other conditions (other than conditions solely relating to antitrust laws and those that by their terms are to be fulfilled at closing) have been satisfied or waived as of November 29, 2021 (such date, as so extended, is referred to as the outside date); provided that this right to terminate the merger agreement will not be available to a party whose failure to perform any of its material obligations under the merger agreement has been the primary cause of, or primarily resulted in, the failure of the merger to be consummated by such time;

 

   

if the IHS Markit shareholder approval has not been obtained by reason of the failure to obtain the required vote at the IHS Markit special meeting or at any adjournment or postponement of such meeting;



 

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if the S&P Global shareholder approval has not been obtained by reason of the failure to obtain the required vote at the S&P Global special meeting or at any adjournment or postponement of such meeting; or

 

   

if any governmental entity of competent jurisdiction has entered, enacted, promulgated, enforced or issued any final and non-appealable judgment, order, decree, statute, law, ordinance, rule or regulation or other legal restraint that would prevent the completion of the merger or, with respect to required regulatory approvals, require the taking of certain actions by the parties that would have a regulatory material adverse effect as further described under “The Merger Agreement—Covenants and Agreements—Efforts to Complete the Merger.”

S&P Global may terminate the merger agreement:

 

   

if IHS Markit breaches or fails to perform in any material respect any of its representations, warranties, covenants or other agreements in the merger agreement, which breach or failure to perform would result in the failure of a condition related to the accuracy of its representations and warranties or performance of its covenants in the merger agreement, subject to certain rights to cure; or

 

   

at any time prior to the IHS Markit special meeting, if the IHS Markit board changes its recommendation to its shareholders to vote in favor of the transaction or fails to reaffirm such recommendation under certain circumstances, or IHS Markit breaches in any material respect certain covenants under the merger agreement to not solicit alternative transactions, which such occurrences are each referred to as a triggering event.

IHS Markit may terminate the merger agreement:

 

   

if S&P Global breaches or fails to perform in any material respect any of its representations, warranties, covenants or other agreements in the merger agreement, which breach or failure to perform would result in the failure of a condition related to the accuracy of its representations and warranties or performance of its covenants in the merger agreement, subject to certain rights to cure; or

 

   

at any time prior to the S&P Global special meeting, if the S&P Global board changes its recommendation to its shareholders to vote in favor of the transaction or fails to reaffirm such recommendation under certain circumstances, or S&P Global breaches in any material respect certain covenants under the merger agreement to not solicit alternative transactions, which such occurrences are each referred to as a triggering event.

If the merger agreement is terminated as described above, the merger agreement will be void without liability or obligation on the part of any party, subject to certain exceptions, including as described below and that no party will be relieved from liability for any willful breach of the merger agreement.

The merger agreement provides for payment of a termination fee by IHS Markit to S&P Global of $1.075 billion in connection with a termination of the merger agreement under the following circumstances:

 

   

if S&P Global terminates the merger agreement as a result of a triggering event (as described above) with respect to IHS Markit, or S&P Global or IHS Markit terminates the merger agreement because the IHS Markit shareholder approval has not been obtained at the IHS Markit special meeting or at any adjournment or postponement of such meeting at a time when S&P Global could have terminated the merger agreement as a result of a triggering event with respect to IHS Markit;

 

   

if S&P Global or IHS Markit terminates the merger agreement because the IHS Markit shareholder approval has not been obtained at the IHS Markit special meeting or at any adjournment or postponement of such meeting or S&P Global terminates the merger agreement as a result of a breach



 

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or failure to perform by IHS Markit of any representation, warranty, covenant or other agreement in any material respect such that the condition to closing relating thereto would not be satisfied, and, in each case, an alternative transaction (with regard to 50% or more of the voting power, consolidated revenues, net income or assets of IHS Markit) or intention to make a proposal for an alternative transaction is publicly disclosed and not withdrawn, and IHS Markit completes an alternative transaction or enters into a definitive agreement with respect to an alternative transaction within 12 months of the termination; or

 

   

if S&P Global or IHS Markit terminates the merger agreement because the merger has not been completed prior to the outside date, the S&P Global shareholder approval has been obtained prior to such outside date and an alternative transaction (with regard to 50% or more of the voting power, consolidated revenues, net income or assets of IHS Markit) or intention to make a proposal for an alternative transaction is publicly disclosed (whether or not withdrawn prior to the outside date), and IHS Markit completes an alternative transaction or enters into a definitive agreement with respect to an alternative transaction within 12 months of the termination.

The merger agreement provides for payment of a termination fee by S&P Global to IHS Markit of $2.380 billion in connection with a termination of the merger agreement under the following circumstances:

 

   

if IHS Markit terminates the merger agreement as a result of a triggering event (as described above) with respect to S&P Global, or IHS Markit or S&P Global terminates the merger agreement because the S&P Global shareholder approval has not been obtained at the S&P Global special meeting or at any adjournment or postponement of such meeting at a time when IHS Markit could have terminated the merger agreement as a result of a triggering event with respect to S&P Global;

 

   

if IHS Markit or S&P Global terminates the merger agreement because the S&P Global shareholder approval has not been obtained at the S&P Global special meeting or at any adjournment or postponement of such meeting or IHS Markit terminates the merger agreement as a result of a breach or failure to perform by S&P Global of any representation, warranty, covenant or other agreement in any material respect such that the condition to closing relating thereto would not be satisfied, and, in each case, an alternative transaction (with regard to 50% or more of the voting power, consolidated revenues, net income or assets of S&P Global) or intention to make a proposal for an alternative transaction is publicly disclosed and not withdrawn, and S&P Global completes an alternative transaction or enters into a definitive agreement with respect to an alternative transaction within 12 months of the termination; or

 

   

if S&P Global or IHS Markit terminates the merger agreement because the merger has not been completed prior to the outside date, the IHS Markit shareholder approval has been obtained prior to such outside date and an alternative transaction (with regard to 50% or more of the voting power, consolidated revenues, net income or assets of S&P Global) or intention to make a proposal for an alternative transaction is publicly disclosed (whether or not withdrawn prior to the outside date), and S&P Global completes an alternative transaction or enters into a definitive agreement with respect to an alternative transaction within 12 months of the termination.

For a more complete description of each party’s termination rights and the related termination fee obligations, see “The Merger Agreement—Termination” and “The Merger Agreement—Expenses and Termination Fees.”

Appraisal Rights (page 122)

Any IHS Markit shareholder who did not vote in favor of the IHS Markit merger proposal and who is not satisfied that it has been offered fair value for its IHS Markit shares may, within one month of the giving of the



 

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notice calling the IHS Markit special meeting, apply to the Supreme Court of Bermuda under Section 106(6) of the Bermuda Companies Act to appraise the fair value of its IHS Markit shares. At the effective time of the merger, any IHS Markit shares held by an IHS Markit shareholder that has not withdrawn its appraisal application or otherwise waived its appraisal rights will be, unless otherwise required by applicable law, converted into the right to receive the fair value of such dissenting shares as appraised by the Supreme Court of Bermuda (which is referred to as the appraised fair value) and any holder of dissenting shares will be entitled to receive such consideration from the surviving company within one month after such appraised fair value is finally determined pursuant to such appraisal procedure. An IHS Markit shareholder who has exercised appraisal rights has no right of appeal from an appraisal made by the Supreme Court of Bermuda. In the event that an IHS Markit shareholder effectively withdraws its appraisal application or otherwise waives its appraisal rights after the effective time of the merger, its dissenting shares will be deemed to have converted solely into the right to receive the merger consideration.

Material U.S. Federal Income Tax Consequences of the Merger (page 122)

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 as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. holders (as defined in the discussion under “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 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.

Accounting Treatment (page 124)

The merger will be accounted for as an acquisition of IHS Markit by S&P Global under the acquisition method of accounting in accordance with GAAP. S&P Global will be treated as the acquiror for accounting purposes.

Rights of IHS Markit Shareholders Will Change as a Result of the Merger (page 189)

IHS Markit shareholders will have different rights once they become S&P Global shareholders due to differences between the organizational documents of S&P Global and IHS Markit. These differences are described in more detail under “Comparison of the Rights of S&P Global Shareholders and IHS Markit Shareholders.”

Risk Factors (page 40)

You should consider all the information contained in or incorporated by reference into this joint proxy statement/prospectus in deciding how to vote for the proposals presented in this joint proxy statement/prospectus. In particular, you should carefully consider the risks that are described in the section entitled “Risk Factors.”



 

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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:

 

   

managing a larger, more complex combined business;

 

   

maintaining employee morale and retaining key management and other employees;

 

   

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;

 

   

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;

 

   

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

 

   

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

 

   

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:

 

   

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;

 

   

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

 

   

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;

 

   

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

 

   

the impact of the merger on relationships with customers;

 

   

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;

 

   

coordinating geographically separate organizations; and

 

   

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:

 

   

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.

 

   

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.

 

   

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.

 

   

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:

 

   

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.

 

   

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.

 

   

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.

 

   

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

 

   

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;

 

   

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;

 

   

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;

 

   

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

 

   

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):

 

   

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

 

   

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:

 

   

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

 

   

$350 million in run-rate revenue synergies;

 

   

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;

 

   

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;

 

   

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;

 

   

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):

 

   

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;

 

   

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;

 

   

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;

 

   

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

 

   

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;

 

   

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;

 

   

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;

 

   

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;”

 

   

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;

 

   

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:

 

   

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”);

 

   

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;

 

   

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

 

   

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;

 

   

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;

 

   

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;

 

   

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

 

   

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;”

 

   

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

 

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

 

   

the condition to completing the merger that the IHS Markit merger proposal must be approved by the affirmative vote of the holders of a majority of all votes cast by IHS Markit shareholders and 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;

 

   

the anticipated customer, supplier and stakeholder reaction to the merger; and

 

   

the fact that IHS Markit and S&P Global have a proven track record of effectively executing and implementing complex transactions.

The IHS Markit board weighed these considerations and factors against a number of uncertainties and risks identified in its deliberations concerning the merger agreement, the statutory merger agreement and the transactions contemplated thereby, including the following (not necessarily listed in order of relative importance):

 

   

the challenges inherent in the merger of two businesses of the size, geographical diversity and scope of IHS Markit and S&P Global and the size of the companies relative to each other, including the risk that integration costs may be greater than anticipated;

 

   

the risk of not capturing all the anticipated cost savings and synergies between IHS Markit and S&P Global and the risk that other anticipated benefits might not be realized;

 

   

the risk that changes in the regulatory landscape or new industry developments may adversely affect the business benefits anticipated to result from the merger;

 

   

the potential for diversion of management and employee attention during the period prior to completion of the merger, and the potential negative effects on IHS Markit’s and, ultimately, the combined company’s businesses;

 

   

the possibility that certain conditions to the merger may not be satisfied and the risk that the merger may not be completed despite the parties’ efforts, even if the requisite approvals are obtained from IHS Markit shareholders and S&P Global shareholders;

 

   

the risk that regulatory agencies may object to and challenge the merger or may impose terms and conditions in order to resolve those objections that adversely affect the financial results of the combined company, see the section entitled “—Regulatory Approvals;”

 

   

the risk that IHS Markit shareholders or S&P Global shareholders may object to and challenge the merger and take actions that may prevent or delay the consummation of the merger, including to vote down the proposals at the IHS Markit special meeting or S&P Global special meeting;

 

   

the impact of the announcement, pendency or completion of the merger, or the failure to complete the merger, on IHS Markit’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 and the potential resulting negative effects on IHS Markit’s and, ultimately, the combined company’s businesses;

 

   

the restrictions in the merger agreement on the conduct of IHS Markit’s businesses during the period between execution of the merger agreement and the consummation of the merger which, among other things, could, to the detriment of IHS Markit’s shareholders, delay or prevent IHS Markit from undertaking business opportunities that may arise, or taking other actions with respect to its operations that the IHS Markit board and management might believe were appropriate or desirable, in particular if the merger is not completed;

 

   

the potential that the fixed exchange ratio under the merger agreement could result in IHS Markit receiving less value than had been anticipated by IHS Markit should the value of the S&P Global common shares decrease disproportionately from the date of the execution of the merger agreement;

 

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the fact that the merger agreement prohibits IHS Markit from soliciting or engaging in discussions regarding alternative transactions during the pendency of the merger, subject to limited exceptions;

 

   

the requirement that IHS Markit pay S&P Global a $1.075 billion termination fee if the merger agreement is terminated under certain circumstances and the inability of IHS Markit to terminate the merger agreement in connection with a change of recommendation by the IHS Markit board, and the risk that such restrictions and termination fee may discourage third parties that might otherwise have an interest in a business combination with, or acquisition of, IHS Markit from making alternative proposals (although the IHS Markit 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, IHS Markit);

 

   

S&P Global’s right, subject to certain conditions, to respond to and negotiate with respect to certain alternative proposals from third parties made prior to the time S&P Global shareholders approve the S&P Global share issuance proposal;

 

   

the right of the S&P Global board, subject to certain conditions, to change its recommendation to its shareholders to vote “FOR” the S&P Global share issuance proposal in response to a proposal to acquire S&P Global that is superior to the merger or an intervening event with respect to S&P Global 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 possibility that the $2.380 billion termination fee payable by S&P Global to IHS Markit in specified circumstances may not fully compensate IHS Markit for the harm it would suffer if the merger agreement is terminated and the merger does not occur;

 

   

that the merger consideration could be taxable to IHS Markit shareholders;

 

   

the risk that, in connection with the merger, the counterparties under certain contracts of IHS Markit and S&P Global may be able to exercise certain “change of control” rights or may request discounts or concessions;

 

   

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;

 

   

uncertainties regarding the potential impacts of the ongoing COVID-19 pandemic and related economic disruptions on IHS Markit’s ability to conduct due diligence on S&P Global 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” beginning on page 40 of this joint proxy statement/prospectus and the matters described under “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 38 of this joint proxy statement/prospectus.

The IHS Markit board determined that overall these potential risks and uncertainties are outweighed by the benefits that the IHS Markit board expects to achieve for IHS Markit shareholders as a result of the merger.

This discussion of the information and factors considered by the IHS Markit board in reaching its conclusions and recommendation includes the principal factors considered by the IHS Markit board, but is not intended to be exhaustive and may not include all of the factors considered by the IHS Markit board. In view of the wide variety of factors considered in connection with its evaluation, and the complexity of these matters, the IHS Markit 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 approve the merger agreement, the statutory merger agreement and the transactions contemplated thereby, and to make its recommendation to IHS Markit shareholders. Rather, the IHS Markit 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,

 

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members of IHS Markit’s management and IHS Markit’s advisors, as well as the directors’ individual experiences and expertise. In addition, individual members of the IHS Markit board may have assigned different weights to different factors.

In considering the recommendation of the IHS Markit board to approve the IHS Markit merger proposal, IHS Markit shareholders should be aware that IHS Markit’s directors may have interests in the merger that are different from, or in addition to, those of IHS Markit shareholders generally. The IHS Markit board was aware of and considered these potential interests, among other matters, in evaluating the merger and in making its recommendation to IHS Markit shareholders. For additional information, see the section entitled “—Interests of Certain of IHS Markit Directors and Executive Officers in the Merger.”

The explanation of the reasoning of the IHS Markit 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.”

Opinion of S&P Global’s Financial Advisor

Opinion of Goldman Sachs

On November 29, 2020, at the request of the S&P Global board, Goldman Sachs rendered its oral opinion, subsequently confirmed in writing, that, as of the date of the written opinion and based upon 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.

The full text of the written opinion of Goldman Sachs, dated November 29, 2020, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex C. Goldman Sachs provided advisory services and its opinion for the information and assistance of the S&P Global board in connection with its consideration of the merger. The Goldman Sachs opinion does not constitute a recommendation as to how any holder of S&P Global common stock should vote with respect to the merger or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

 

   

the merger agreement;

 

   

annual reports to shareholders and Annual Reports on Form 10-K of S&P Global for the five years ended December 31, 2019;

 

   

annual reports to shareholders and Annual Reports on Form 10-K of IHS Markit for the four fiscal years ended November 30, 2019;

 

   

the registration statement on Form F-1 of Markit Ltd., dated May 5, 2014, including the prospectus contained therein, as amended, relating to the initial public offering of IHS Markit shares;

 

   

certain interim reports to shareholders and Quarterly Reports on Form 10-Q of S&P Global and IHS Markit;

 

   

certain other communications from S&P Global and IHS Markit to their respective shareholders;

 

   

certain publicly available research analyst reports for S&P Global and IHS Markit;

 

   

certain internal financial analyses and forecasts for IHS Markit prepared by its management; and

 

   

certain internal financial analyses and forecasts for IHS Markit, as prepared by its management and adjusted by the management of S&P Global, certain internal financial analyses and forecasts for S&P Global, as prepared by the management of S&P Global, and certain internal financial analyses and

 

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forecasts for S&P Global on a pro forma basis giving effect to the consummation of the merger, as prepared by the management of S&P Global, in each case as approved for Goldman Sachs’ use by S&P Global, which are referred to as the S&P Global forecasts, and certain operating synergies projected by the management of S&P Global to result from the merger, as approved for Goldman Sachs’ use by S&P Global, which are referred to as the synergies.

Goldman Sachs also held discussions with the members of senior managements of S&P Global and IHS Markit regarding their assessment of the past and current business operations, financial condition and future prospects of IHS Markit and with the members of senior management of S&P Global regarding their assessment of the past and current business operations, financial condition and future prospects of S&P Global and the strategic rationale for, and the potential benefits of, the merger; reviewed the reported price and trading activity for shares of S&P Global common stock and IHS Markit shares; compared certain financial and stock market information for S&P Global and IHS Markit with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering this opinion, Goldman Sachs, with S&P Global’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with S&P Global’s consent that the S&P Global forecasts and the synergies were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of S&P Global. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of S&P Global or IHS Markit or any of their respective subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger will be obtained without any adverse effect on S&P Global or IHS Markit or on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs has also assumed that the merger will be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of S&P Global to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to S&P Global; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, to S&P Global of the exchange ratio pursuant to the merger agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or merger, or any term or aspect of any other agreement or instrument contemplated by the merger agreement, or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith, by the holders of any class of securities, creditors, or other constituencies of S&P Global; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of S&P Global or IHS Markit, or any class of such persons, in connection with the merger, whether relative to the exchange ratio pursuant to the merger agreement or otherwise. Goldman Sachs’ opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to it as of, the date of the opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of S&P Global common stock or IHS Markit shares will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on S&P Global or IHS Markit or the merger, or as to the impact of the merger on the solvency or viability of S&P Global or IHS Markit or the ability of S&P Global or IHS Markit to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs & Co. LLC.

 

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Summary of Financial Analyses

The following is a summary of the material financial analyses delivered by Goldman Sachs to the S&P Global board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 27, 2020, the last trading day before the execution of the merger agreement (which is referred to for the purposes of this section of the proxy statement as the “last trading date”) and is not necessarily indicative of current market conditions.

Implied Premia and Multiples

Goldman Sachs calculated an implied consideration of $96.94 per IHS Markit share by multiplying the exchange ratio by the closing price per share of S&P Global common stock on the last trading date. Goldman Sachs then analyzed this $96.94 implied consideration per IHS Markit share compared to the closing price of IHS Markit shares on the last trading date and the highest closing price of IHS Markit shares over the 52-week period ended on the last trading date. Goldman Sachs also calculated an implied consideration of $96.15 per IHS Markit share by multiplying the exchange ratio by the volume weighted average prices (the “VWAP”) of shares of S&P Global common stock during the 30 trading day period ended on the last trading date. Goldman Sachs analyzed this $96.15 implied consideration per IHS Markit share to the VWAP of IHS Markit shares during the 30 trading day period ended on the last trading date.

These analysis indicated that the implied consideration per IHS Markit share(i) of $96.94 based on the last trading date represented, as of the last trading date, a premium of 4.7% to the closing price of IHS Markit shares on the last trading date and a premium of 3.5% to the highest closing price of IHS Markit shares over the prior 52-week period and (ii) of $96.15 based on the 30 day trading day VWAP represented, as of the last trading date, a premium of 10.5% to the 30 trading day VWAP of IHS Markit shares.

Goldman Sachs then calculated an illustrative enterprise value (which is referred to for the purposes of this section of the joint proxy statement/prospectus as “EV”) for IHS Markit as implied by the implied consideration of $96.94 per IHS Markit share, as a multiple of IHS Markit’s EBITDA for the calendar year ending December 31, 2021, based on the S&P Global forecasts, and for the calendar year ending December 31, 2021, based on the S&P Global forecasts and taking into account the synergies (which is referred to for the purposes of this section of the proxy statement as “EV/EBITDA”). Goldman Sachs compared these multiples to EV/EBITDA for S&P Global for the calendar ending December 31, 2021, based on Wall Street analyst consensus estimates and EV/EBITDA for the pro forma combined company (the “combined company”) for the calendar year ending December 31, 2021, based on Wall Street analyst consensus estimates.

The following table presents the results of Goldman Sachs’ analysis.

 

IMPLIED

EV/EBITDA

 

     2021E   

2021E including run rate

Synergies

IHS Markit    24.6x    17.8x
S&P Global standalone    21.2x    N/A
Combined Company    22.0x    N/A

Goldman Sachs then calculated the implied consideration per IHS Markit share of $96.94 as a multiple of IHS Markit’s earnings per share for the calendar year ending December 31, 2021, based on the S&P Global

 

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forecasts, and for the calendar year ending December 31, 2021, based on the S&P Global forecasts and taking into account the synergies (which is referred to for the purposes of this section of the proxy statement as P/E). Goldman Sachs compared these multiples to P/E for S&P Global for the calendar year ending December 31, 2021, based on Wall Street analyst consensus estimates and P/E for the combined company for the calendar year ending December 31, 2021, based on Wall Street analyst consensus estimates.

The following table presents the results of Goldman Sachs’ analysis.

 

IMPLIED

P/E

 

     2021E   

2021E including run rate

Synergies

IHS Markit    36.2x    23.8x
S&P Global standalone    29.0x    N/A
Combined Company    30.6x    N/A

Historical Exchange Ratio Analysis

Goldman Sachs calculated the historical exchange ratios for shares of S&P Global common stock and IHS Markit shares over various periods from November 27, 2018 to November 27, 2020, by dividing the price per IHS Markit share by the price per share of S&P Global common stock based on publicly available historical data and information Goldman Sachs obtained from Capital IQ, including: (i) the closing price of shares of S&P Global common stock and IHS Markit shares on the last trading date, (ii) the lowest closing price of shares of S&P Global common stock and IHS Markit shares during the “Post-COVID” period from March 13, 2020 to November 27, 2020 (iii) the VWAP of shares of S&P Global common stock and IHS Markit shares during the Post-COVID period, (iv) the VWAP of shares of S&P Global common stock and IHS Markit shares during the one year “Pre-COVID” period from February 19, 2019 to February 19, 2020, (v) the VWAP of shares of S&P Global common stock and IHS Markit shares during the 5 trading day period ended on the last trading date, (vi) the VWAP of shares of S&P Global common stock and IHS Markit shares during the 30 trading day period ended on the last trading date, (vii) the highest closing price of shares of S&P Global common stock and IHS Markit shares during the Post-COVID period, (viii) the highest closing price of shares of S&P Global common stock and IHS Markit shares over the 52-week period ended on the last trading date, and (ix) the median analyst price target of shares of S&P Global common stock and IHS Markit shares as of the last trading date. Goldman Sachs then calculated the implied ownership of S&P Global shareholders in the combined company, using the number of fully diluted outstanding shares of S&P Global common stock and IHS Markit shares (each based on public filings for the periods prior to and including October 30, 2020 and each as provided by the management of S&P Global for the periods starting from November 2, 2020) and using the above exchange ratios for each period.

The following table presents the results of these analyses:

 

Time Period    Implied Exchange Ratio      Implied S&P Global
Shareholders Ownership
 

Last Trading Date

     0.2710 x        68.7

Post-COVID Low

     0.2364        71.6  

Post-COVID VWAP

     0.2373        71.5  

1 year Pre-COVID VWAP

     0.2845        67.7  

5 Day VWAP

     0.2763        68.3  

30 Day VWAP

     0.2569        69.9  

Post-COVID High

     0.2475        70.7  

52-Week High

     0.2475        70.7  

Analyst Price Target

     0.2282        72.3  

 

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Financial Analyses of S&P Global

Illustrative Discounted Cash Flow Analysis

Using the S&P Global forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on S&P Global. Using discount rates ranging from 6.0% to 6.5%, reflecting estimates of S&P Global’s weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2020: (i) estimates of unlevered free cash flow for S&P Global for the fourth quarter of 2020 and the years 2021 to 2026 as reflected in the S&P Global forecasts and (ii) a range of illustrative terminal values for S&P Global, which were calculated by applying perpetuity growth rates ranging from 2.0% to 2.5%, to a terminal year estimate of the free cash flow to be generated by S&P Global, as reflected in the S&P Global forecasts (which analysis implied exit terminal year earnings before interest, taxes, depreciation and amortization (“EBITDA”) multiples ranging from 16.5x to 21.2x). Goldman Sachs derived such range of discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs using its professional judgment and expertise and taking into account the S&P Global forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived ranges of illustrative enterprise values for S&P Global by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for S&P Global, the net debt of S&P Global as of September 30, 2020, as provided by the management of S&P Global, and approved for Goldman Sachs’ use by the management of S&P Global, to derive a range of illustrative equity values for S&P Global. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of S&P Global common stock, as provided by the management of S&P Global, to derive a range of illustrative values per share of S&P Global common stock ranging from $342 to $438, rounded to the nearest dollar.

Illustrative Present Value of Total Future Shareholder Value Analysis

Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future shareholder value per share of S&P Global common stock, which is designed to provide an indication of the present value of a theoretical future shareholder value of a company’s equity as a function of such company’s trading multiples. For this analysis, Goldman Sachs used the S&P Global forecasts for each of the fiscal years 2021 to 2026. Goldman Sachs first calculated the implied future share price per share of S&P Global common stock as of December 31 for each of the fiscal years 2021 to 2025, by applying price per share of common stock to next twelve months (“NTM”) earnings per share of common stock multiples (which is referred to for the purposes of this section of the proxy statement as “NTM P/E”) of 25.0x to 30.0x to NTM earnings per share estimates for shares of S&P Global common stock for each of the fiscal years 2021 to 2025 based on the S&P Global forecasts. These illustrative NTM P/E multiple estimates were derived by Goldman Sachs using its professional judgment and experience, taking into account current and historical NTM P/E multiples for S&P Global. Goldman Sachs then discounted the December 31, 2021 to December 31, 2025 implied future share price values, adjusted for interim dividends and share repurchases, in each case, as set forth in the S&P Global forecasts, back to September 30, 2020 using an illustrative discount rate of 7.0%, reflecting an estimate of S&P Global’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $368 to $431 per share of S&P Global common stock, rounded to nearest dollar.

Financial Analyses of IHS Markit

Illustrative Discounted Cash Flow Analysis

Using the S&P Global forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on IHS Markit. Using discount rates ranging from 6.0% to 6.5%, reflecting estimates of IHS Markit’s weighted

 

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average cost of capital, Goldman Sachs discounted to present value as of August 31, 2020: (i) estimates of unlevered free cash flow for IHS Markit for the fourth quarter of 2020 and the years 2021 to 2026 as reflected in the S&P Global forecasts and (ii) a range of illustrative terminal values for IHS Markit, which were calculated by applying perpetuity growth rates ranging from 2.5% to 3.0%, to a terminal year estimate of the free cash flow to be generated by IHS Markit, as reflected in the S&P Global forecasts (which analysis implied exit terminal year EBITDA multiples ranging from 18.1x to 24.1x). Goldman Sachs derived such range of discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs using its professional judgment and expertise and taking into account the S&P Global forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived ranges of illustrative enterprise values for IHS Markit by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for IHS Markit, the net debt of IHS Markit as of August 31, 2020, as provided by the management of S&P Global, and approved for Goldman Sachs’ use by the management of S&P Global, to derive a range of illustrative equity values for IHS Markit. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding IHS Markit shares, as provided by the management of S&P Global, to derive a range of illustrative values per IHS Markit share ranging from $90 to $124, rounded to the nearest dollar.

Illustrative Present Value of Total Future Shareholder Value Analysis

Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future shareholder value per IHS Markit share, which is designed to provide an indication of the present value of a theoretical future shareholder value of a company’s equity as a function of such company’s trading multiples. For this analysis, Goldman Sachs used the S&P Global forecasts for each of the fiscal years 2021 to 2026. Goldman Sachs first calculated the implied future share price per IHS Markit share as of December 31 for each of the fiscal years 2021 to 2025, by applying NTM P/E of 29.0x to 35.0x to NTM earnings per share estimates for IHS Markit shares for each of the fiscal years 2021 to 2025 based on the S&P Global forecasts. These illustrative NTM P/E multiple estimates were derived by Goldman Sachs using its professional judgment and experience, taking into account current and historical NTM P/E multiples for IHS Markit. Goldman Sachs then discounted the December 31, 2021 to December 31, 2025 implied future share price values, adjusted for interim dividends and share repurchases, back to August 31, 2020 using an illustrative discount rate of 7.0%, reflecting an estimate of IHS Markit’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $101 to $120 per IHS Markit share, rounded to nearest dollar.

Illustrative Premia Paid Analysis

Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-stock acquisition transactions announced during the time period from January 2010 through November 2020 involving a public company based in the United States as the target where the disclosed transaction values were greater than $3 billion, and where the target ownership in the pro forma entity was less than 40%. For the entire period, using publicly available information, Goldman Sachs calculated the median premia relative to the target company’s stock price one trading day, five trading days, and one month prior to the last undisturbed date prior to the announcement of certain selected transactions. Goldman Sachs also calculated the median premia relative to the target company’s highest closing price over the 52-week period prior to the last undisturbed date prior to the announcement of certain selected transactions.

This analysis indicated the following premia:

 

   

All Stock Deals

 

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a premium of 19.0% one trading day prior to the last undisturbed date

 

   

a premium of 24.1% five trading days prior to the last undisturbed date

 

   

a premium of 25.5% one month prior to the last undisturbed date

 

   

a premium of 7.6% to the highest closing price over the prior 52-week period

 

   

All Stock Deals with Greater than 30% Pro Forma Target Ownership

 

   

a premium of 16.6% one trading day prior to the last undisturbed date

 

   

a premium of 17.4% five trading days prior to the last undisturbed date

 

   

a premium of 17.7% one month prior to the last undisturbed date

 

   

a premium of 3.2% to the highest closing price over the prior 52-week period

Using this analysis, Goldman Sachs applied a reference range of illustrative premia of 3.2% to 17.4% to the closing price per IHS Markit share of $92.58 as of the last trading date, and calculated a range of implied equity values per IHS Markit share of $96 to $109, rounded to the nearest dollar.

Financial Analyses of the Combined Company

Illustrative Pro Forma Discounted Cash Flow Analysis

Using the S&P Global forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on the combined company. Using discount rates ranging from 6.0% to 6.5%, reflecting estimates of the combined company’s weighted average cost of capital, Goldman Sachs discounted to present value as of September 30, 2020: (i) estimates of unlevered free cash flow for the combined company for the fourth quarter of 2020 and the years 2021 to 2026 as reflected in the S&P Global forecasts and (ii) a range of illustrative terminal values for the combined company, which were calculated by applying perpetuity growth rates ranging from 2.25% to 2.75%, to a terminal year estimate of the free cash flow to be generated by the combined company, as reflected in the S&P Global forecasts and taking into account the synergies (which analysis implied exit terminal year EBITDA multiples ranging from 17.3x to 22.7x). Goldman Sachs derived such range of discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including the company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs using its professional judgment and expertise and taking into account the S&P Global forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived ranges of illustrative enterprise values for the combined company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the combined company, the net debt of combined company as of September 30, 2020, as provided by the management of S&P Global, and approved for Goldman Sachs’ use by the management of S&P Global, to derive a range of illustrative equity values for the combined company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of the combined company, as provided by the management of S&P Global, to derive a range of illustrative values per share of the combined company ranging from $367 to $482, rounded to the nearest dollar. As described above under “—Financial Analyses of S&P Global – Illustrative Discounted Cash Flow Analysis,” Goldman Sachs calculated a range of illustrative values per share of S&P Global common stock on a standalone basis of $342 to $438, rounded to the nearest dollar. Goldman Sachs then calculated the implied valuation uplift per share of S&P Common Stock upon consummation of the merger of 8.6%.

Illustrative Pro Forma Present Value of Total Future Shareholder Value Analysis

Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future shareholder value per share of common stock for the combined company, which is designed to provide an

 

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indication of the present value of a theoretical future shareholder value of a company’s equity as a function of such company’s trading multiples. For this analysis, Goldman Sachs used the S&P Global forecasts for each of the fiscal years 2021 to 2026. Goldman Sachs first calculated the implied future share price per share of common stock for the combined company as of December 31 for each of the fiscal years 2021 to 2025, by applying NTM P/E, of 26.0x to 32.0x to NTM earnings per share estimates for shares of common stock for the combined company for each of the fiscal years 2021 to 2025 based on the S&P Global forecasts and taking into account the synergies. These illustrative NTM P/E multiple estimates were derived by Goldman Sachs using its professional judgment and experience, taking into account current and historical NTM P/E multiples for S&P Global. Goldman Sachs then discounted the December 31, 2021 to December 31, 2025 implied future share price values, adjusted for interim dividends and share repurchases, back to September 30, 2020 using an illustrative discount rate of 7.0%, reflecting an estimate of the combined company’s cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $388 to $469 per share of common stock for the combined company, rounded to nearest dollar. As described above under “—Financial Analyses of S&P Global – Illustrative Pro Forma Present Value of Total Future Shareholder Value Analysis,” Goldman Sachs calculated a range of illustrative values per share of S&P Global common stock on a standalone basis of $368 to $431, rounded to the nearest dollar. Goldman Sachs then calculated the implied valuation uplift per share of S&P Common Stock upon consummation of the merger of 7.2%.

Illustrative Contribution Analysis

Using the S&P Global forecasts, taking into account the synergies, and publicly available information, Goldman Sachs analyzed the implied dollar amount share of the contributions of S&P Global and IHS Markit to the pro forma combined company, based on estimated future operating and financial information of each company on a standalone basis, including estimated revenue, Adjusted EBITDA, which incorporates the expense associated with stock-based compensation (“SBC”), Adjusted EBITA, and estimated net income less stock-based compensation. Goldman Sachs also calculated the uplift to the dollar amount share of the contributions of S&P Global and IHS Markit to the pro forma combined company compared to their respective standalone values prior to the consummation of the merger.

The following table presents the results of this analysis:

 

$ in millions   

S&P Global

67.75% Ownership of Combined Company

   

IHS Markit

32.25% Ownership of Combined Company

 
    

$ Share1 2

    

% Uplift

   

$ Share2

    

% Uplift

 

Revenue

          

2023E

   $ 9,701        13.7   $ 4,618        (15.1 )% 

2026E

     11,857        13.6     5,644        (15.9 )% 

Adjusted EBITDA (Post-SBC)

          

2023E

   $ 5,519        9.2   $ 2,456        11.0

2026E

     6,508        8.5     3,098        5.9

Adjusted EBITA

          

2023E

   $ 4,909        5.7   $ 2,337        21.6

2026E

     6,212        4.9     2,957        15.1

Net Income

(Post-SBC)

          

2023E

   $ 3,592        4.2   $ 1,710        27.0

2026E

     4,556        4.3     2,169        19.4

 

1 

S&P Global’s figures adjusted to exclude the portion of S&P Dow Jones Indices LLC, a joint venture between S&P Global and CME Group, Inc., owned by CME Group.

 

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2

The $ Share amount equals the pro forma combined company’s amount inclusive of synergies multiplied by the ownership percentage of S&P Global or IHS Markit, as applicable.

General

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No transaction used in the above analyses as a comparison is directly comparable to S&P Global or IHS Markit or the contemplated merger.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs’ providing its opinion to the S&P Global board that, as of November 29, 2020, and based upon and subject to the factors and assumptions therein, the exchange ratio pursuant to the merger agreement was fair, from a financial point of view, to S&P Global. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of S&P Global, IHS Markit, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

The exchange ratio was determined through arm’s-length negotiations between S&P Global and IHS Markit and was approved by the S&P Global board. Goldman Sachs provided advice to S&P Global during these negotiations. Goldman Sachs did not, however, recommend any specific exchange ratio to S&P Global or the S&P Global board or that any specific exchange ratio constituted the only appropriate exchange ratio for the merger.

As described above, Goldman Sachs’ opinion to the S&P Global board was one of many factors taken into consideration by the S&P Global board in making its determination to approve the merger. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex C.

Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of S&P Global, IHS Markit, any of their respective affiliates and third parties, or any currency or commodity that may be involved in the merger. Goldman Sachs acted as financial advisor to S&P in connection with, and participated in certain of the negotiations leading to, the merger. Goldman Sachs has provided certain financial advisory and/or underwriting services to S&P Global and/or its affiliates from time to time, for which its Investment Banking Division has received, and may receive, compensation, including having acted as bookrunner with respect to the public offering by S&P Global of its 3.250% Senior Notes due 2049 and 2.500% Senior Notes due 2029 (aggregate principal amount $1.1 billion) in November 2019 and as bookrunner with respect to the public offering by S&P Global of its 2.300% Senior Notes due 2060 and 1.250% Senior Notes due 2030 (aggregate principal amount $1.3 billion) in August 2020. During the two-year period ended November 29, 2020, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking

 

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Division to S&P Global and/or its affiliates of approximately $3.3 million. Goldman Sachs also has provided certain financial advisory and/or underwriting services to IHS Markit and/or its affiliates from time to time for which its Investment Banking Division has received, and may receive, compensation, including having acted as co-manager with respect to the public offering by IHS Markit of its 4.250% Senior Notes due 2029 and 3.625% Senior Notes due 2024 (aggregate principal amount $1 billion) in April 2019 and as financial advisor to IHS Markit with respect to the sale of Jane’s Information Group, a former subsidiary of IHS Markit, in December 2019. During the two-year period ended November 29, 2020, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by its Investment Banking Division to IHS Markit and/or its affiliates of approximately $3.1 million. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to S&P Global, IHS Markit and their respective affiliates for which its Investment Banking Division may receive compensation.

The S&P Global board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated November 27, 2020, S&P Global engaged Goldman Sachs to act as its financial advisor in connection with the merger. The engagement letter between S&P Global and Goldman Sachs provides for a transaction fee of $45 million plus an additional fee of up to $7.5 million which may be payable at the sole discretion of S&P Global, all of which is contingent upon consummation of the merger. In addition, S&P Global has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Opinion of IHS Markit’s Financial Advisor

The IHS Markit board retained Morgan Stanley to provide it with financial advisory services and a financial opinion in connection with the proposed merger of IHS Markit and S&P Global. The IHS Markit board selected Morgan Stanley to act as IHS Markit’s financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in IHS Markit’s industry, and its knowledge and understanding of IHS Markit’s business and affairs. On November 29, 2020, Morgan Stanley 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 based on the then-current estimates by the management of IHS Markit and S&P Global, respectively, of the expected fully diluted share count as of the closing of the transaction, which exchange ratio 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, which was at the time calculated to be 0.2836, was fair from a financial point of view to the holders of IHS Markit shares (other than S&P Global and its affiliates). Following delivery of such oral opinion and following the finalization of the estimates by the management of IHS Markit and S&P Global, respectively, of the expected fully diluted share count as of the closing of the transaction 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).

 

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The full text of the written opinion of Morgan Stanley, dated as of November 29, 2020, is attached as Annex D and is incorporated by reference in this joint proxy statement/prospectus in its entirety. You are encouraged to read the opinion in its entirety for a discussion of the various assumptions made, procedures followed, matters considered and qualifications and limitations upon the scope of the review undertaken by Morgan Stanley in rendering its opinion. Morgan Stanley’s opinion was directed to the IHS Markit board, in its capacity as such, and addressed only the fairness from a financial point of view of the exchange ratio to the holders of IHS Markit shares (other than S&P Global and its affiliates) as of the date of such written opinion. It did not address any other aspects or implications of the merger or in any manner address the prices at which the S&P Global common stock would trade following consummation of the merger or at any time, and was not intended to and did not express any opinion or recommendation as to how the shareholders of S&P Global or IHS Markit should vote at the respective shareholders’ meetings to be held in connection with the merger. The summary of the opinion of Morgan Stanley set forth below is qualified in its entirety by reference to the full text of the opinion.

In connection with rendering its opinion, Morgan Stanley, among other things:

 

   

Reviewed certain publicly available financial statements and other business and financial information of IHS Markit and S&P Global, respectively;

 

   

Reviewed certain internal financial statements and other financial and operating data concerning IHS Markit and S&P Global, respectively;

 

   

Reviewed certain financial projections of IHS Markit prepared by the management of IHS Markit, which are referred to in this section as the IHS Markit projections for IHS Markit, and certain financial projections of S&P Global prepared by the management of IHS Markit based on financial projections provided to IHS Markit by the management of S&P Global, which are referred to in this section as the IHS Markit projections for S&P Global, and, together with the IHS Markit projections for IHS Markit, are referred to in this section as the IHS Markit projections (for information regarding such financial projections, see “The Merger—Certain Unaudited Prospective Financial Information” beginning on page 97 of this joint proxy statement/prospectus);

 

   

Reviewed information relating to certain strategic, financial and operational benefits anticipated from the merger, prepared by the managements of IHS Markit and S&P Global, which are referred to in this section as the projected synergies (for information regarding such synergies, see “The Merger—Certain Projected Synergies” beginning on page 105 of this joint proxy statement/prospectus);

 

   

Discussed the past and current operations and financial condition and the prospects of IHS Markit, including information relating to the projected synergies, with senior executives of IHS Markit;

 

   

Reviewed the pro forma impact of the merger on S&P Global’s earnings per share, cash flow, consolidated capitalization and certain financial ratios;

 

   

Reviewed the reported prices and trading activity for IHS Markit shares and shares of S&P Global common stock;

 

   

Compared the financial performance of IHS Markit and S&P Global and the prices and trading activity of IHS Markit shares and the shares of S&P Global common stock with that of certain other publicly-traded companies comparable with IHS Markit and S&P Global, respectively, and their securities;

 

   

Reviewed the financial terms, to the extent publicly available, of certain comparable transactions;

 

   

Participated in certain discussions and negotiations among representatives of IHS Markit and S&P Global and their respective financial and legal advisors;

 

   

Reviewed the draft, dated November 28, 2020, of the merger agreement and certain related documents; and

 

   

Performed such other analyses, reviewed such other information and considered such other factors as Morgan Stanley deemed appropriate.

 

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Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by IHS Markit and S&P Global, and formed a substantial basis for its opinion. With respect to the financial projections, including information relating to the IHS Markit projections and the projected synergies, Morgan Stanley assumed, with the consent of IHS Markit, that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the respective managements of IHS Markit and S&P Global of the future financial performance of IHS Markit and S&P Global and of such projected synergies (including the amount, timing and achievability thereof). Morgan Stanley also assumed, at the direction and with the consent of IHS Markit, that the projected synergies would be realized in the amounts and at the times projected. Morgan Stanley assumed no responsibility for and expressed no view as to any such forecasts, projections or estimates or projected synergies or the assumptions on which they were based. Morgan Stanley relied upon, without independent verification, the assessment by the managements of IHS Markit and S&P Global of: (i) the projected synergies (including the amount, timing and achievability thereof); (ii) the timing and risks associated with the integration of IHS Markit and S&P Global; (iii) their ability to retain key employees of IHS Markit and S&P Global, respectively and (iv) the validity of, and risks associated with, IHS Markit and S&P Global’s existing and future technologies, intellectual property, products, services and business models. Based on Morgan Stanley’s discussions with IHS Markit and at the direction of IHS Markit, Morgan Stanley used the IHS Markit projections and the projected synergies for purposes of its analyses and its opinion. In addition, Morgan Stanley assumed that the merger would be consummated in accordance with the terms set forth in the merger agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that the merger would be treated as a tax-free reorganization, pursuant to the Internal Revenue Code of 1986, as amended, and that the definitive merger agreement would not differ in any material respect from the draft thereof furnished to Morgan Stanley. Morgan Stanley assumed that in connection with the receipt of all the necessary governmental, regulatory or other approvals and consents required for the proposed merger, no delays, limitations, conditions or restrictions would be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the proposed merger. Morgan Stanley is not a legal, tax or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of S&P Global and IHS Markit and their legal, tax or regulatory advisors with respect to legal, tax or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of IHS Markit’s officers, directors or employees, or any class of such persons, relative to the consideration to be received by the holders of IHS Markit shares in the merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of IHS Markit or S&P Global, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of, November 29, 2020. Events occurring after November 29, 2020 may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

In arriving at its opinion, Morgan Stanley was not authorized to solicit, and did not solicit, interest from any party with respect to the acquisition, business combination or other extraordinary transaction, involving IHS Markit.

Summary of Financial Analyses of Morgan Stanley

The following is a summary of the material financial analyses performed by Morgan Stanley in connection with its preparation of its oral opinion as of November 29, 2020 and its written opinion letter dated November 29, 2020 that were rendered and delivered, respectively, to the IHS Markit board. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before November 27, 2020, the last trading day prior to the date of the meeting of the IHS Markit board at which Morgan Stanley

 

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rendered its oral opinion. Capitalization of each of IHS Markit and S&P Global, including fully-diluted number of shares, and balance sheet information were provided on November 29, 2020 by IHS Markit management and S&P Global management, respectively, to Morgan Stanley, and were approved by IHS Markit management for Morgan Stanley’s use in its financial analyses. The various analyses summarized below were based on the closing price of $92.58 per IHS Markit share as of November 27, 2020 and are not necessarily indicative of current market conditions. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion. Furthermore, mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using the data referred to below.

In performing the financial analyses summarized below and arriving at its opinion, Morgan Stanley used and relied upon the IHS Markit projections and the projected synergies, as more fully described in the “The Merger—Certain Unaudited Prospective Financial Information” beginning on page 97, which was approved by IHS Markit management for Morgan Stanley’s use in connection with its financial analyses.

Public Trading Benchmark Analysis

Morgan Stanley performed a public trading benchmark analysis, which is designed to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for IHS Markit and S&P Global with comparable publicly available consensus equity analyst research estimates for selected companies that, in Morgan Stanley’s professional judgment, share certain similar business characteristics and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, market capitalization, profitability, and/or scale that Morgan Stanley considered, upon the application of its professional judgment and experience, to be similar to IHS Markit and S&P Global, as applicable, which are referred to as the comparable companies. The below table summarizes the companies and metrics employed in this analysis.

 

    AV/CY2021E Adj.
EBITDA
Burdened by SBC
    AV/CY2021E Adj.
EBITDA
Unburdened by
SBC
    P/CY2021E Adj.
Earnings
Burdened by
SBC
    P/CY2021E Adj.
Earnings
Unburdened by
SBC
 

Clarivate Plc(1)

    28.2x       24.9x       41.3x       34.7x  

Dun & Bradstreet Holdings, Inc.

    20.9x       18.5x       32.5x       27.2x  

FactSet Research Systems Inc.

    22.5x       21.1x       28.9x       27.0x  

Moody’s Corporation

    21.2x       20.1x       27.2x       25.6x  

MSCI Inc.

    32.8x       31.3x       47.8x       45.1x  

Thomson Reuters Corporation(2)

    17.0x       16.6x       32.9x       31.1x  

Verisk Analytics, Inc.

    24.5x       23.8x       36.4x       34.9x  

 

(1)

Pro forma for acquisition of CPA Global.

(2)

Excluding Refinitiv stake.

 

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For purposes of this analysis, Morgan Stanley analyzed the ratio of (i) aggregate value, which Morgan Stanley defined as fully diluted market capitalization plus total debt, plus non-controlling interest, less cash and cash equivalents (including marketable securities) and less investments, as of November 27, 2020, to adjusted EBITDA, which Morgan Stanley defined as net income excluding net interest expense, income tax expense and certain other non-cash and non-recurring items, principally depreciation, and amortization, for the calendar year 2021, which ratio Morgan Stanley referred to as AV/CY2021E Adj. EBITDA , in each case, calculated with and without the burden of stock based compensation, which Morgan Stanley referred to as “SBC”, respectively of and (ii) price per share as of November 27, 2020 to adjusted earnings per share, which excluded certain non-cash and non-recurring expenses, for the calendar year 2021, which ratio Morgan Stanley referred to as P/CY2021E Adj. Earnings, in each case, calculated with and without the burden of SBC, respectively of each of these comparable companies based on publicly available financial information compiled by S&P Capital IQ for comparison purposes.

IHS Markit Public Trading Benchmark Analysis

Based on its analysis and professional judgment, Morgan Stanley selected (i) a reference range of AV/CY2021E Adj. EBITDA (unburdened by SBC) of 19.0x–23.0x (which implied a reference range of AV/CY2021E Adj. EBITDA (burdened by SBC) of 21.7x–26.3x) and (ii) a reference range of P/CY2021E Adj. Earnings (unburdened by SBC) of 27.0x–33.0x (which implied a reference range of P/CY2021E Adj. Earnings (unburdened by SBC) of 32.2x–39.4x).Morgan Stanley applied the selected reference ranges to the corresponding statistics set forth in the IHS Markit projections for IHS Markit. Morgan Stanley’s analysis resulted in the following implied share prices for IHS Markit shares (rounded to the nearest $0.25):

 

Public Trading Multiples

   Reference Range      Implied Value Per Share Range
for IHS Markit
 

AV/CY2021E Adj. EBITDA (unburdened by SBC)

     19.0x–23.0x      $ 82.25–$102.50  

P/CY2021E Adj. Earnings (unburdened by SBC)

     27.0x–33.0x      $ 86.50–$105.75  

S&P Global Public Trading Benchmark Analysis

Based on its analysis and professional judgment, Morgan Stanley selected (i) a reference range of AV/CY2021E Adj. EBITDA (burdened by SBC) of 20.0x–24.0x and (ii) a reference range of P/CY2021E Adj. Earnings (burdened by SBC) of 28.0x–34.0x, and applied the selected reference ranges to the corresponding statistics set forth in the IHS Markit projections for S&P Global. Morgan Stanley’s analysis resulted in the following implied share prices for S&P Global common stock (rounded to the nearest $0.25):

 

Public Trading Multiples

   Reference
Range
   Implied Value Per Share
Range for S&P Global

AV/CY2021E Adj. EBITDA (burdened by SBC)

   20.0x–24.0x    $332.25–$402.00

P/CY2021E Adj. Earnings (burdened by SBC)

   28.0x–34.0x    $346.75–$421.00

Exchange Ratio Implied by Public Trading Benchmark Analysis

Morgan Stanley then calculated the estimated implied exchange ratio range as set forth in the table below. Morgan Stanley calculated the high end of the exchange ratio range by dividing the highest per share price for IHS Markit resulting from the application of the relevant multiples described above by the lowest per share price for S&P Global resulting from the application of the relevant multiples described above. Morgan Stanley calculated the low end of the exchange ratio range by dividing the lowest per share price for IHS Markit resulting from the application of the relevant multiples described above by the highest per share price for S&P Global

 

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resulting from the application of the relevant multiples described above. The implied exchange ratios were rounded to four decimal places.

 

Public Trading Benchmark Analysis

   Implied Exchange Ratio  

AV/CY2021E Adj. EBITDA(1)

     0.2046x–0.3085x  

P/CY2021E Adj. Earnings(2)

     0.2055x–0.3050x  

 

(1)

Reference range for IHS Market based on Adjusted EBITDA unburdened by SBC. Reference range for S&P Global based on Adjusted EBITDA burdened by SBC.

(2)

Reference range for IHS Markit based on Adjusted Earnings unburdened by SBC. Reference range for S&P Global based on Adjusted Earnings burdened by SBC.

Morgan Stanley noted that the exchange ratio was 0.2838.

No company used in the public trading benchmark analysis is identical to IHS Markit or S&P Global or directly comparable in business mix, size or other metrics. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning differences between IHS Markit and S&P Global and the companies being compared and other factors that would affect the value of the companies to which IHS Markit and S&P Global are being compared. In selecting comparable companies, Morgan Stanley made numerous judgments and assumptions with respect to size, business mix, industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the control of IHS Markit or S&P Global. These include, among other things, the impact of competition on IHS Markit’s or S&P Global’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of IHS Markit or S&P Global, the industry or the financial markets in general, which could affect the public trading value of IHS Markit and S&P Global or the companies to which they are being compared.

Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis on each of IHS Markit and S&P Global, which provides an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley calculated a range of per share equity values for each of IHS Markit and S&P Global. Morgan Stanley used estimates from the IHS Markit forecasts and the S&P Global forecasts for purposes of its discounted cash flow analysis, as more fully described below.

IHS Markit Discounted Cash Flow Analysis

Morgan Stanley performed this analysis on the estimated future cash flows contained in the IHS Markit projections for IHS Markit as set forth in the section entitled “The Merger—Certain Unaudited Prospective Financial Information” beginning on page 97. The estimated unlevered free cash flows of IHS Markit for the fiscal years 2021 through 2026, defined as net earnings before interest, income taxes, depreciation and amortization (including acquisition related intangibles amortization), less 75% of stock-based compensation, less income taxes, less capital expenditures (including acquisition related expenditures and integration costs), were first calculated and then adjusted for changes in net working capital, which estimated unlevered free cash flows were reviewed and approved by IHS Markit management for Morgan Stanley’s use.

Morgan Stanley calculated terminal values for IHS Markit by applying a range of perpetual growth rates of 2.25% to 2.75%, based on Morgan Stanley’s professional judgment, to the unlevered free cash flows of IHS Markit through 2026. Morgan Stanley then discounted the unlevered free cash flows and terminal value to present value as of November 30, 2020 using mid-year convention and a range of discount rates from 5.63% to 6.96%, which were selected based on Morgan Stanley’s professional judgment to reflect an estimate of IHS Markit’s weighted average cost of capital based on the Capital Asset Pricing Model. As inputs to the weighted

 

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average cost of capital, Morgan Stanley took into account, among other things, risk-free rate, market risk premium, beta, cost of debt, debt to total capitalization, effective tax rate, upon the application of Morgan Stanley’s professional judgment and experience, a sensitivity adjustment around the estimated cost of equity. Morgan Stanley then deducted net debt of IHS Markit of approximately $5,060 million from the value of the discounted unlevered free cash flow and terminal value to derive the implied equity value. To calculate the implied per share equity value, Morgan Stanley then divided the implied equity value by the number of fully diluted shares outstanding as of November 20, 2020 derived from information provided by IHS Markit management on November 29, 2020 using the treasury stock method.

Based on this analysis, Morgan Stanley derived the following range of implied equity value per IHS Markit share on a fully-diluted basis as of (rounded to the nearest $0.25):

 

     Implied Equity Value Per Share Range  

IHS Markit Discounted Cash Flow Analysis

   $ 87.75–$152.50  

S&P Global Discounted Cash Flow Analysis

Morgan Stanley performed this analysis on the estimated future cash flows contained in the IHS Markit projections for S&P Global as set forth in the section entitled “The Merger—Certain Unaudited Prospective Financial Information” beginning on page 97. The estimated unlevered free cash flows of S&P Global for the fiscal years 2020 through 2026, defined as net earnings before interest, income taxes, depreciation and amortization (including acquisition related intangibles amortization), less 75% of stock-based compensation, less income taxes, less capital expenditures (including acquisition related expenditures and integration costs), were first calculated and then adjusted for changes in net working capital, which estimated unlevered free cash flows were reviewed and approved by IHS Markit management for Morgan Stanley’s use.

Morgan Stanley calculated terminal values for S&P Global by applying a range of perpetual growth rates of 2.25% to 2.75%, based on Morgan Stanley’s professional judgment, to the unlevered free cash flows of S&P Global through 2026 (as converted to reflect a November 30 fiscal year). Morgan Stanley then discounted the unlevered free cash flows and terminal value to present value as of November 30, 2020 using mid-year convention and a range of discount rates from 5.53% to 6.96%, which were selected based on Morgan Stanley’s professional judgment to reflect an estimate of S&P Global’s weighted average cost of capital based on the Capital Asset Pricing Model. As inputs to the weighted average cost of capital, Morgan Stanley took into account, among other things, risk-free rate, market risk premium, beta, cost of debt, debt to total capitalization, effective tax rate, upon the application of Morgan Stanley’s professional judgment and experience, a sensitivity adjustment around the estimated cost of equity. Morgan Stanley then deducted net debt of S&P Global of approximately $3,307 million from the value of the discounted unlevered free cash flow and terminal value to derive the implied equity value. To calculate the implied per share equity value, Morgan Stanley then divided the implied equity value by the number of fully diluted shares outstanding as of November 20, 2020 derived from information provided by S&P Global management and approved by IHS Markit management on November 29, 2020 for Morgan Stanley’s use in its financial analyses using the treasury stock method.

Based on this analysis, Morgan Stanley derived a range of implied equity value per share of S&P Global common stock on a fully-diluted basis (rounded to the nearest $0.25):

 

     Implied Equity Value Per Share Range  

S&P Global Discounted Cash Flow Analysis

   $ 368.50–$633.00  

Exchange Ratio Implied by Discounted Cash Flow Analysis

Morgan Stanley then calculated the exchange ratio implied by the discounted cash flow analysis. Morgan Stanley compared the highest implied share prices for IHS Markit shares to the lowest implied share prices for

 

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S&P Global common stock to derive the highest exchange ratio implied by the discounted cash analysis. Morgan Stanley then compared the lowest implied share prices for IHS Markit shares to the highest implied share prices for S&P Global common stock to derive the lowest exchange ratio implied by the discounted cash flow analysis. The implied exchange ratio range (rounded to four decimal places) resulting from this analysis was as follows:

 

     Implied Exchange Ratio Range

Discounted Cash Flow Analysis

   0.1386x–0.4138x

Morgan Stanley noted that the exchange ratio was 0.2838.

Precedent Transaction Analysis

Morgan Stanley performed a precedent transactions analysis with respect to IHS Markit, which is designed to imply a value of a company based on publicly available financial information of selected transactions.

Morgan Stanley reviewed publicly available statistics for selected transactions in the information services and/or financial services industry with stock, cash or mixed cash and stock consideration announced between 2015 and November 27, 2020 with transaction values above $5 billion. Morgan Stanley selected such transactions because of certain shared characteristics with the merger based on Morgan Stanley’s professional judgment and experience. For each transaction in the analysis, Morgan Stanley noted the ratio of the aggregate value of the transaction to each of the target company’s adjusted EBITDA for the twelve-month period prior to the announcement of the transaction (or the last trading day prior to the share price being affected by acquisition rumors or similar merger-related news) or such applicable date set forth below, which is referred to as LTM Adj. EBITDA.

The following is the list of such transactions reviewed:

 

Target

 

Acquirer

  Announcement   AV/LTM Adj. EBITDA
Unburdened by SBC
(Unsynergized)(1)

Ellie Mae Inc.

  Intercontinental Exchange, Inc.   August 2020   23.4x(2)

CPA Global Ltd.

  Clarivate Plc   July 2020   23.4x(3)

Refinitiv

  London Stock Exchange Group Plc   August 2019   n.a.

Dun & Bradstreet Holdings, Inc.

  Private group led by Cannae Holdings LLC, Thomas H Lee Partners LP and CC Capital Partners Inc.   August 2018   13.2x(4)

Thomson Reuters Group (Financial & Risk Unit)

  Private group led by Blackstone Group LP   January 2018   10.4x

IMS Health Holdings, Inc.

  Quintiles Transactional Holdings, Inc.   May 2016   14.6x(5)

Markit Ltd.

 

IHS, Inc.

  March 2016   12.4x

Interactive Data Corp.

 

Intercontinental Exchange, Inc.

  October 2015   13.8x

Solera Holdings, Inc.

 

Private group led by Vista Equity Partners, Koch Equity Development LLC and Goldman, Sachs & Co

  September 2015   14.2x(6)

 

(1)

Multiples not publicly disclosed are estimates based on press releases and broker research.

 

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(2)

Based on estimated 2020 adjusted EBITDA.

(3)

Based on adjusted EBITDA for the twelve months ended June 30, 2020.

(4)

Calculated as adjusted operating income plus adjusted depreciation and amortization.

(5)

Based on 2015 adjusted EBITDA.

(6)

Based on adjusted EBITDA for the fiscal year ending June 30, 2015.

Based on its analysis of the relevant metrics for each of the comparable transactions and upon the application of its professional experience and judgment, Morgan Stanley selected a representative range for the ratio of aggregate value to LTM Adj. EBITDA (unburdened by SBC) of 16.0x – 23.5x (which implied a range for the ratio of aggregate value to LTM Adj. EBITDA (burdened by SBC) of 18.5x – 27.2x), and applied this range to IHS Markit’s LTM Adj. EBITDA as of November 30, 2020, to calculate a range of implied equity value per IHS Markit share (rounded to the nearest $0.25). The results of the analysis were as follows:

 

     Implied Equity
Value Per
Share Range

Precedent Transaction Analysis

   $60.00–$93.75

Morgan Stanley noted that the implied value of the exchange ratio of 0.2838, based on the closing price of $341.57 per share of S&P Global common stock as of November 27, 2020, was $96.94 per IHS Markit share.

No company or transaction used in the precedent transaction analysis is identical to IHS Markit or S&P Global or the merger, or directly comparable in business mix, size or other metrics. Accordingly, an analysis of the results of the foregoing necessarily involves complex considerations and judgments concerning differences between IHS Markit and S&P Global and the merger and the companies and transactions being compared and other factors that would affect the value of the companies and transactions to which IHS Markit and S&P Global are being compared. In selecting the precedent transactions, Morgan Stanley made numerous judgments and assumptions with respect to size, business mix, industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the control of IHS Markit or S&P Global. These include, among other things, the impact of competition on IHS Markit’s or S&P Global’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of IHS Markit or S&P Global, the industry, or the financial markets in general.

Other Information

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley’s financial analyses with respect to its opinion, but which were noted as reference data for the IHS Markit board.

Historical Trading Ranges and Exchange Ratio

Morgan Stanley reviewed the historical trading range of IHS Markit shares and S&P Global common stock for the 52-week period ended on November 27, 2020. The range was as follows:

 

Historical Period

   Historical Per
Share Range
for IHS Markit
   Historical Per
Share Range for
S&P Global

52 Weeks (11/27/2019 - 11/27/2020)

   $44.75–$95.00    $186.00–$379.75

 

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Morgan Stanley then performed a historical exchange ratio analysis for the 52-week period ended on November 27, 2020, by dividing the historical trading price of IHS Markit shares on each trading day during such period by the historical share trading price of shares of S&P Global common stock on each trading day during such period. For the 52-week period reviewed, Morgan Stanley observed the relevant range of low and high exchange ratios (rounded to four decimal places).

 

Historical Period

   Exchange Ratio
Range

52 Weeks (11/27/2019 - 11/27/2020)

   0.2136x–0.2876x

Morgan Stanley also performed a historical exchange ratio analysis based on the volume weighted average price per IHS Markit share and per share of S&P Global common stock for November 27, 2020 and for the five days, 10 days, 30 days, 60 days and one year, respectively, ending November 27, 2020, by dividing the volume weighted average price (referred to as “VWAP”) per IHS Markit share during each such period by the VWAP per share of S&P Global common stock during the same period. Morgan Stanley observed the following exchange ratios (rounded to four decimal places):

 

Historical Period

   Exchange
Ratio
 

November 27, 2020

     0.2710x  

5-Day VWAP

     0.2764x  

10-Day VWAP

     0.2738x  

30-Day VWAP

     0.2569x  

60-Day VWAP

     0.2395x  

1-Year VWAP

     0.2479x  

Morgan Stanley noted that the exchange ratio was 0.2838.

The historical trading ranges and exchange ratios were presented for reference purposes only, and were not relied upon for valuation purposes.

Analyst Price Targets

Morgan Stanley reviewed publicly available equity research analysts’ share price targets for IHS Markit shares and S&P Global common stock, which indicated standalone price targets for IHS Markit shares of $79.00 to $99.00 per share, with a median of $89.00 per share, and standalone price targets for shares of S&P Global common stock of $330.00 to $424.00 per share, with a median of $390.00 per share.

Morgan Stanley then calculated the exchange ratio implied by such equity research analysts’ share price targets. Morgan Stanley compared the lowest implied per share price for IHS Markit shares to the highest implied per share price for shares of S&P Global common stock to derive the lowest exchange ratio implied by the analyses. Similarly, Morgan Stanley compared the highest implied per share price for IHS Markit shares to the lowest implied per share price for shares of S&P Global common stock to derive the highest exchange ratio implied by the analyses. The implied exchange ratio range was as follows:

 

Analyst Price Targets

   Implied Exchange
Ratio Range

Undiscounted Price Targets

   0.1863x–0.3000x

Morgan Stanley noted that the exchange ratio was 0.2838.

The public market trading price targets published by equity research analysts do not necessarily reflect the current market trading prices for IHS Markit shares or shares of S&P Global common stock, and these estimates are subject to uncertainties, including the future financial performance of IHS Markit and S&P Global as well as future market conditions.

 

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The analysts’ price targets were presented for reference purposes only, and were not relied upon by Morgan Stanley for valuation purposes.

Relative Contribution Analysis

Morgan Stanley compared IHS Markit’s and S&P Global’s respective percentage contributions for certain financial metrics described below to the combined company before taking into account any of the projected synergies. Such respective percentage contributions were then adjusted by the respective capital structures of each of IHS Markit and S&P Global, in order to calculate the implied equity contribution. Morgan Stanley utilized estimates of Revenue, Adjusted EBITDA (burdened by SBC) and Adjusted Earnings (burdened by SBC) set forth in the IHS Markit projections (in the case of the IHS Markit projections for IHS Markit, as converted to reflect a December 31 calendar year). This analysis indicated on an equity value basis overall relative contributions of IHS Markit to the combined company’s calendar years 2020 through 2022 estimated revenue, adjusted EBITDA and adjusted earnings of approximately 36% to 37%, 28% to 29% and 26% to 28%, respectively, and of S&P Global of approximately 63% to 64%, 71% to 72% and 72% to 74%, respectively. The following table summarizes the implied exchange ratios derived from Morgan Stanley’s analysis:

 

     Implied Exchange Ratio  
     2020E      2021E      2022E  

Revenue

     0.3327x        0.3390x        0.3451x  

Adjusted EBITDA

     0.2275x        0.2406x        0.2487x ) 

Adjusted Earnings

     0.2123x        0.2270x        0.2344x  

Morgan Stanley noted that the exchange ratio was 0.2838.

The relative contribution analysis was presented for reference purposes only, and was not relied upon by Morgan Stanley for valuation purposes.

Analysis of Pro Forma Financial Effects

Morgan Stanley reviewed the potential pro forma financial effects of the merger on, among other things, S&P Global’s pro forma adjusted earnings per share, excluding amortization of purchase intangibles and restructuring costs, for calendar years 2022 to 2024, based on the IHS Markit projections after taking into account the projected synergies and synergy realization assumptions approved by IHS Markit management, and using an illustrative closing date of December 31, 2021, which indicated that the merger could be dilutive to S&P Global’s 2022 pro forma adjusted earnings per share, and accretive to S&P Global’s 2023 and 2024 pro forma adjusted earnings per share. Actual results achieved by the combined company may vary from forecasted results and variations may be material. The analysis of potential pro forma financial effects was presented for reference purposes only, and was not relied upon by Morgan Stanley for valuation purposes.

General

In connection with the review of the merger by the IHS Markit board, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of IHS Markit or S&P

 

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Global. In performing its analyses, Morgan Stanley made numerous judgments and assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond the control of IHS Markit or S&P Global. These include, among other things, the impact of competition on IHS Markit’s or S&P Global’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of IHS Markit or S&P Global, the industry, or the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness from a financial point of view of the exchange ratio to the holders of IHS Markit shares (other than S&P Global and its affiliates) and in connection with the delivery of its written opinion, dated November 29, 2020, to the IHS Markit board. These analyses do not purport to be appraisals or to reflect the prices at which IHS Markit shares or S&P Global common stock might actually trade.

The exchange ratio was determined by IHS Markit and S&P Global through arm’s length negotiations between IHS Markit and S&P Global and was approved by the IHS Markit board. Morgan Stanley provided financial advice to the IHS Markit board during these negotiations but did not, however, recommend any specific exchange ratio to IHS Markit or the IHS Markit board or opine that any specific exchange ratio constituted the only appropriate exchange ratio for the merger. Morgan Stanley’s opinion did not address the relative merits of the merger as compared to any other alternative business or financial strategies or transaction or whether or not such alternatives could be achieved or are available, nor did it address the underlying business decision of IHS Markit to enter into the merger agreement or proceed with the merger. In addition, Morgan Stanley’s opinion did not in any manner address the prices at which the S&P Global common stock would trade following consummation of the merger or at any time, or any compensation or compensation agreements arising from (or relating to) the merger which benefit any officer, director, employee of IHS Markit, or any class of such persons, and was not intended to and did not express any opinion or recommendation as to how the shareholders of S&P Global or IHS Markit should vote at the respective shareholders’ meetings to be held in connection with the merger.

Morgan Stanley’s opinion and its presentation to the IHS Markit board was one of many factors taken into consideration by the IHS Markit board in deciding to approve the merger agreement and the transactions contemplated thereby, including the merger. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the IHS Markit board with respect to the exchange ratio or of whether the IHS Markit board would have been willing to agree to a different exchange ratio. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with Morgan Stanley’s customary practice.

The IHS Markit board retained Morgan Stanley based upon Morgan Stanley’s qualifications, expertise and reputation, its knowledge of and involvement in recent transactions in IHS Markit’s industry, and its knowledge and understanding of IHS Markit’s business and affairs. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of S&P Global, IHS Markit, or any other company, or any currency or commodity, that may be involved in the merger, or any related derivative instrument.

Under the terms of its engagement letter, Morgan Stanley provided the IHS Markit board with financial advisory services and a financial opinion, described in this section and attached to this joint proxy as Annex D, in

 

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connection with the merger, and IHS Markit has agreed to pay Morgan Stanley a fee of $50 million, $5 million of which was payable upon the earlier of the execution of the merger agreement and the delivery of Morgan Stanley’s financial opinion to the IHS Markit board with respect to the exchange ratio, and the remaining portion of which will be paid upon, and subject to, the consummation of the merger. IHS Markit may, in its sole discretion, also pay Morgan Stanley an additional discretionary fee contingent upon, and subject to, the consummation of the merger. IHS Markit also agreed to reimburse Morgan Stanley for its reasonable and documented out-of-pocket expenses incurred from time to time in connection with its engagement. In addition, IHS Markit agreed to indemnify Morgan Stanley and its affiliates, its and their respective officers, directors, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates, against certain losses, claims, damages, liabilities and expenses relating to, arising out of or in connection with Morgan Stanley’s engagement.

In the two years prior to the date of its opinion, Morgan Stanley and its affiliates have provided (i) financing services to IHS Markit for which Morgan Stanley and its affiliates received aggregate fees of approximately $1 to 2 million and (ii) financing services to S&P Global for which Morgan Stanley and its affiliates received aggregate fees of approximately $2 to 4 million. As of the date of its opinion, Morgan Stanley or an affiliate thereof is a lender to IHS Markit and S&P Global. Morgan Stanley may also seek to provide financial advisory and financing services to S&P Global and IHS Markit in the future and would expect to receive fees for the rendering of these services.

Certain Unaudited Prospective Financial Information

S&P Global and IHS Markit do not, as a matter of course, make long-term projections as to future performance, revenues, earnings or other results available to the public other than generally providing, on a quarterly basis, estimated ranges of certain expected financial results and operational metrics for the current or, in the case of IHS Markit, subsequent fiscal year in their respective regular earnings press releases and other investor materials. S&P Global and IHS Markit avoid making public projections for extended periods due to, among other things, the unpredictability of projections and of the underlying assumptions and estimates inherent in such projections.

S&P Global Projections for S&P Global

In the ordinary course of its business prior to execution of the merger agreement, S&P Global management prepared and reviewed with the S&P Global board a long-range plan that includes certain non-public, unaudited prospective financial information regarding S&P Global’s anticipated results of operations, including consolidated financial forecasts of S&P Global for fiscal years 2020 through 2023, referred to as the S&P Global base forecasts for S&P Global. In addition, in connection with the merger, adjustments to the S&P Global base forecasts for S&P Global and extrapolations thereof to cover fiscal years 2024 through 2026 were prepared. This unaudited prospective financial information for fiscal years 2020 through 2026 is collectively referred to as the S&P Global forecasts for S&P Global. In addition, in connection with the merger, based on the S&P Global forecasts for S&P Global and other S&P Global management projected financial information, estimated amounts of unlevered free cash flow of S&P Global for fiscal years 2020 through 2026 were calculated. Such estimated amounts of unlevered free cash flow of S&P Global, together with the S&P Global forecasts for S&P Global, are referred to as the S&P Global projections for S&P Global. The S&P Global forecasts for S&P Global were provided to IHS Markit in connection with its evaluation of the merger and also were provided by IHS Markit management to IHS Markit’s financial advisor, Morgan Stanley, in connection with its analyses and opinion described in the section “—Opinion of IHS Markit’s Financial Advisor.” The S&P Global projections for S&P Global were provided by S&P Global management to the S&P Global board in connection with its evaluation of the merger and also to S&P Global’s financial advisor, Goldman Sachs, in connection with its analyses and opinion described in the section “—Opinion of S&P Global’s Financial Advisor.”

 

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The following is a summary of the S&P Global forecasts for S&P Global (amounts may reflect rounding):

 

     Fiscal Year
(in millions, except per share data, and all amounts in USD)
 
     2020E      2021E      2022E      2023E      2024E      2025E      2026E  

Revenue

     7,292        7,744        8,272        8,850        9,469        10,129        10,834  

Adjusted EBITDA (post-SBC)(1)

     3,948        4,211        4,553        4,947        5,364        5,814        6,273  

Adjusted Net Income Attributable to Common Shareholders(2)

     2,757        2,924        3,168        3,448        3,731        4,047        4,369  

Adjusted Diluted EPS(3)

     11.41        12.36        13.79        15.36        17.04        18.96        21.00  

 

(1)

Adjusted EBITDA represents earnings before interest expense, income taxes, depreciation and amortization, excluding restructuring costs and other significant items of a non-recurring and/or non-operational nature (including, but not limited to, restructuring charges, acquisition-related costs, acquisition financing fees, impairment charges, gain or loss on sale of assets, gain or loss on debt extinguishment, pension mark-to-market and settlement expense, legal settlement expenses, and income or loss from discontinued operations), and is a non-GAAP financial measure.

 

(2)

Adjusted net income attributable to common shareholders represents net income attributable to common shareholders plus primarily non-cash items and other items that management does not consider to be useful in assessing operating performance (including, but not limited to, amortization related to acquired intangible assets, restructuring charges, acquisition-related costs, acquisition financing fees, impairment charges, gain or loss on sale of assets, gain or loss on debt extinguishment, pension mark-to-market and settlement expense, legal settlement expenses, and income or loss from discontinued operations, all net of the related tax effects), and is a non-GAAP financial measure.

 

(3)

Adjusted diluted EPS represents net income attributable to common shareholders divided by the weighted average diluted shares outstanding for the period, and is a non-GAAP financial measure. The S&P Global projections for S&P Global assume S&P Global’s execution of share repurchase programs, aligned with its capital management targets, known as of November 2020.

The following table sets forth the estimated amounts of unlevered free cash flow of S&P Global, which were calculated based on the S&P Global forecasts for S&P Global and other S&P Global management projected financial information (amounts may reflect rounding):

 

     Fiscal Year
(in millions, and all amounts in USD)
 
     2020E
Q4E
     2020E      2021E      2022E      2023E      2024E      2025E      2026E  

Unlevered Free Cash Flow(1)

     646        2,558        2,268        2,603        2,894        3,186        3,503        3,824  

 

(1)

For purpose of the S&P Global projections for S&P Global, unlevered free cash flow is calculated as non-GAAP operating income (loss), subtracting the impact of taxes, and adding or subtracting (as applicable) the net impact of depreciation and amortization, capital expenditures (including related to acquisitions), changes in net working capital, distributions to non-controlling interests, and payroll taxes related to stock-based compensation. S&P Global does not, as a matter of course, make projections of unlevered free cash flow available to the public, and such measure is not comparable to estimates of free cash flow that S&P Global may disclose, or has historically disclosed, in its quarterly reports delivering results of operations or estimating future financial results of S&P Global.

S&P Global Projections for IHS Markit

In connection with S&P Global’s evaluation of the merger, S&P Global management prepared certain non-public, unaudited prospective financial information regarding IHS Markit. This information consisted of the IHS Markit base forecasts for IHS Markit provided to S&P Global as described below in the section entitled

 

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“—IHS Markit Projections for IHS Markit,” as adjusted by S&P Global management based on its due diligence of IHS Markit, including its review of the IHS Markit base forecasts for IHS Markit and the assumptions and estimates underlying the IHS Markit base forecasts for IHS Markit. In addition, extrapolated unaudited prospective financial information relating to IHS Markit for fiscal years ending November 30, 2024 through November 30, 2026 was prepared based on such adjusted projections and discussions with IHS Markit management. Such adjusted projections, including the extrapolated projections, for IHS Markit for the years ending November 30, 2020 through November 30, 2026 are referred to as the S&P Global forecasts for IHS Markit. Based on the S&P Global forecasts for IHS Markit and other S&P Global management projected financial information, estimated amounts of unlevered free cash flow of IHS Markit for fiscal years 2020 through 2026 were calculated. Such estimated amounts of unlevered free cash flow of IHS Markit, together with the S&P Global forecasts for IHS Markit, are referred to as the S&P Global projections for IHS Markit. The S&P Global projections for IHS Markit were provided by S&P Global management to the S&P Global board in connection with its evaluation of the merger and also to S&P Global’s financial advisor, Goldman Sachs, in connection with its analyses and opinion described in the section “—Opinion of S&P Global’s Financial Advisor.”

The following is a summary of the S&P Global forecasts for IHS Markit (amounts may reflect rounding):

 

     Fiscal Year
(in millions, except per share data, and all amounts in USD)
 
     2020E      2021E      2022E      2023E      2024E      2025E      2026E  

Total Revenue

     4,287        4,630        5,016        5,405        5,797        6,217        6,668  

Adjusted EBITDA (pre-SBC)(1)

     1,830        2,029        2,238        2,455        2,677        2,917        3,162  

Adjusted EBITDA (post-SBC)(1)

     1,575        1,769        1,978        2,193        2,417        2,656        2,903  

Adjusted Net Income (post-SBC)(2)

     914        1,049        1,189        1,330        1,482        1,643        1,805  

Adjusted Diluted EPS (post-SBC)(3)

     2.28        2.64        3.06        3.49        3.97        4.50        5.05  

 

(1)

Adjusted EBITDA represents earnings before interest expense, income taxes, depreciation, amortization, excluding restructuring costs and other significant items of a non-recurring and/or non-operational nature (including, but not limited to, restructuring charges, acquisition-related costs, acquisition financing fees, impairment charges, gain or loss on sale of assets, gain or loss on debt extinguishment, pension mark-to-market and settlement expense, legal settlement expenses, and income or loss from discontinued operations), and is a non-GAAP financial measure.

 

(2)

Adjusted net income represents net income plus primarily non-cash items and other items that management does not consider to be useful in assessing operating performance (including, but not limited to, amortization related to acquired intangible assets, restructuring charges, acquisition-related costs, acquisition financing fees, impairment charges, gain or loss on sale of assets, gain or loss on debt extinguishment, pension mark-to-market and settlement expense, legal settlement expenses, and income or loss from discontinued operations, all net of the related tax effects), and is a non-GAAP financial measure.

 

(3)

Adjusted diluted EPS represents net income divided by the weighted average diluted shares outstanding for the period, and is a non-GAAP financial measure.

The following table sets forth the estimated amounts of unlevered free cash flow of IHS Markit, which were calculated based on the S&P Global forecasts for IHS Markit and other S&P Global management projected financial information (amounts may reflect rounding):

 

     Fiscal Year
(in millions, and all amounts in USD)
 
     2020E
Q4E
     2020E      2021E      2022E      2023E      2024E      2025E      2026E  

Unlevered Free Cash Flow(1)

     241        662        656        788        939        1,099        1,268        1,443  

 

(1)

For purpose of the S&P Global projections for IHS Markit, unlevered free cash flow is calculated as non-GAAP operating income (loss), subtracting the impact of taxes, and adding or subtracting (as

 

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  applicable) the net impact of depreciation and amortization, capital expenditures (including related to acquisitions), changes in net working capital, distribut