McGraw Hill Financial to Commence Registered Exchange Offer

Nov 10, 2015, 16:20 ET from McGraw Hill Financial, Inc.

NEW YORK, Nov. 10, 2015 /PRNewswire/ -- McGraw Hill Financial, Inc. (NYSE: MHFI) (the "Company") today announced the commencement of an exchange offer for:

  • up to $400 million of its new 2.500% Senior Notes due 2018 (the "new 2018 notes") for up to $400 million of its existing 2.500% Senior Notes due 2018 (the "old 2018 notes"),
  • up to $700 million of its new 3.300% Senior Notes due 2020 (the "new 2020 notes") for up to $700 million of its existing 3.300% Senior Notes due 2020 (the "old 2020 notes"),
  • up to $700 million of its new 4.000% Senior Notes due 2025 (the "new 2025 notes") for up to $700 million of its existing 4.000% Senior Notes due 2025 (the "old 2025 notes") and
  • up to $900 million of its new 4.400% Senior Notes due 2026 (the "new 2026 notes") for up to $900 million of its existing 4.400% Senior Notes due 2026 (the "old 2026 notes").

The Company originally issued the old 2025 notes in a private offering on May 26, 2015, and originally issued the old 2018 notes, old 2020 notes and old 2026 notes (collectively with the old 2025 notes, the "old notes") in a private offering on August 18, 2015.

In connection with the sale of the old notes, the Company entered into registration rights agreements in which it undertook to offer to exchange the old notes for new notes registered under the Securities Act of 1933, as amended (the "Securities Act"). The new notes consist of the new 2018 notes, new 2020 notes, new 2025 notes and new 2026 notes. Pursuant to an effective registration statement on Form S-4, filed with the Securities and Exchange Commission (the "SEC"), holders of the old notes will be able to exchange the old notes for the corresponding series of new notes in an equal principal amount. The new notes are substantially identical to the old notes of the corresponding series, except that the new notes have been registered under the Securities Act and will not bear any legend restricting transfer, and except that the registration rights and additional interest provisions pertaining to the old notes will not apply to the new notes. The old notes are guaranteed by, and the new notes will be guaranteed by, the Company's subsidiary Standard & Poor's Financial Services LLC, subject to the terms of the indenture under which the old and new notes are issued.

The exchange offer will expire at 5:00 p.m., New York City time, on December 10, 2015, unless extended. Tenders of old notes must be made before the exchange offer expires and may be withdrawn any time prior to expiration of the exchange offer.

The terms of the exchange offer are set forth in a prospectus dated November 10, 2015. Documents related to the offer, including the prospectus and the associated letter of transmittal, have been filed with the SEC, and may be obtained from the exchange agent, U.S. Bank National Association, c/o U.S. Bank National Association, 111 Filmore Avenue, St. Paul, MN 55107-1402, Attention: Specialized Finance—Mike Tate, telephone (800) 934-6802.

This announcement is neither an offer to buy nor a solicitation of an offer to sell any of the Company's securities. The exchange offer is being made only pursuant to the exchange offer documents, which have been filed with the SEC, and include the prospectus and letter of transmittal that are being distributed to holders of the old notes.

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

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

  • the impact of the acquisition of SNL, including the impact on the Company's results of operations; any failure to successfully integrate SNL into the Company's operations and generate anticipated synergies and other cost savings; any failure to attract and retain key employees to execute SNL's growth strategy; any failure to realize the intended tax benefits of the acquisition; and the risk of litigation, competitive responses, or unexpected costs, charges or expenses resulting from or relating to the SNL acquisition;
  • the rapidly evolving regulatory environment, in the United States and abroad, affecting Standard & Poor's Ratings Services, Platts, S&P Dow Jones Indices, S&P Capital IQ and SNL, and the Company's other businesses, including new and amended regulations and the Company's compliance therewith;
  • the outcome of litigation, government and regulatory proceedings, investigations and inquiries;
  • worldwide economic, financial, political and regulatory conditions;
  • the health of debt and equity markets, including credit quality and spreads, the level of liquidity and future debt issuances;
  • the level of interest rates and the strength of the credit and capital markets in the United States and abroad;
  • the demand and market for credit ratings in and across the sectors and geographies where the Company operates;
  • concerns in the marketplace affecting the Company's credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings;
  • the Company's ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, and the potential of a system or network disruption that results in regulatory penalties, remedial costs or improper disclosure of confidential information or data;
  • the effect of competitive products and pricing;
  • consolidation in the Company's end-customer markets;
  • the impact of cost-cutting pressures across the financial services industry;
  • a decline in the demand for credit risk management tools by financial institutions;
  • the level of success of new product developments and global expansion;
  • the level of merger and acquisition activity in the United States and abroad;
  • the volatility of the energy marketplace;
  • the health of the commodities markets;
  • the impact of cost-cutting pressures and reduced trading in oil and other commodities markets;
  • the strength and performance of the domestic and international automotive markets;
  • the impact on the Company's revenue and net income caused by fluctuations in foreign currency exchange rates;
  • the level of restructuring charges the Company incurs;
  • the level of the Company's capital investments;
  • the level of the Company's future cash flows;
  • the Company's ability to make acquisitions and dispositions and to integrate, and realize expected synergies, savings or benefits from the businesses it acquires;
  • the Company's ability to successfully recover should it experience a disaster or other business continuity problem from a hurricane, flood, earthquake, terrorist attack, pandemic, security breach, cyber-attack, power loss, telecommunications failure or other natural or man-made event;
  • changes in applicable tax or accounting requirements; and
  • the Company's exposure to potential criminal sanctions or civil penalties if it fails to comply with foreign and U.S. laws and regulations that are applicable in the domestic and international jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia, Sudan and Syria, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions.

The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as required by applicable law. Further information about the Company's businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company's filings with the SEC, including the "Risk Factors" section in the Company's most recently filed Annual Report on Form 10-K and any subsequently filed Quarterly Report on Form 10-Q.

About McGraw Hill Financial: McGraw Hill Financial is a leading financial intelligence company providing the global capital and commodity markets with independent benchmarks, credit ratings, portfolio and enterprise risk solutions, and analytics. The Company's iconic brands include Standard & Poor's Ratings Services, S&P Capital IQ and SNL, S&P Dow Jones Indices, Platts, CRISIL, and J.D. Power. The Company has approximately 20,000 employees in 31 countries. Additional information is available at

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SOURCE McGraw Hill Financial, Inc.