Item 8.01 Other Events.
Litigation Relating to the Merger
As previously disclosed, on November 29, 2021, S&P Global Inc., a New York
corporation ("S&P Global") entered into an Agreement and Plan of Merger (as
amended by Amendment No. 1 thereto, the "Merger Agreement") with IHS Markit
Ltd., a Bermuda exempted company limited by shares ("IHS Markit") and Sapphire
Subsidiary, Ltd. a Bermuda exempted company limited by shares and a wholly owned
subsidiary of S&P Global ("Merger Sub"). Pursuant to the Merger Agreement, IHS
Markit will merge with and into Merger Sub, with IHS Markit continuing as the
surviving entity (the "Merger"). On January 22, 2021, each of S&P Global and IHS
Markit filed with the Securities and Exchange Commission a definitive joint
proxy statement/prospectus (the "Definitive Proxy Statement") with respect to
the respective special meetings of S&P Global and IHS Markit shareholders
scheduled to be held on March 11, 2021 in connection with the Merger.
As of March 1, 2021, twelve lawsuits (collectively, the "Actions") have been
filed relating to the Merger in federal and state courts, including one
purported class action lawsuit, against S&P Global, the S&P Global board of
directors, IHS Markit, the IHS Markit board of directors and/or Merger Sub. The
Actions are, in the order they were filed, Stein v. IHS Markit Ltd. et al., No.
1:21-cv-00229 (S.D.N.Y. Jan. 11, 2021); Shi v. IHS Markit Ltd. et al., No.
1:21-cv-00296 (E.D.N.Y. Jan. 19, 2021); Ye v. IHS Markit Ltd. et al., No.
1:21-cv-00617 (S.D.N.Y. Jan. 23,
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2021); Shumacher v. IHS Markit Ltd. et al., No. 1:21-cv-00621 (S.D.N.Y. Jan. 24,
2021), which was subsequently dismissed and refiled as Kogus v. IHS Markit Ltd.
et al., No. 1:21-cv-01285 (S.D.N.Y. Feb. 12, 2021); Snitkoff v. Alvera et al.,
No. 650576/2021 (N.Y. Sup. Ct. Jan. 26, 2021); William B. Federman Living Trust
Trust No. 1 v. S&P Global Inc. et al., No 3:21-cv-00791 (N.D. Cal. Feb. 1,
2021); Kent v. S&P Global Inc. et al., No. 3:21-cv-01118 (N.D. Cal. Feb. 15,
2021); Coffman v. S&P Global Inc. et al., 3:21-cv-01343 (N.D. Cal. Feb 24,
2021); Nguyen v. IHS Markit Ltd. et al., 2:21-cv-00848 (E.D. Pa. Feb. 24, 2021);
Parshall v. IHS Markit Ltd. et al., 1:21-cv-01662 (S.D.N.Y. Feb. 25, 2021); and
Wilson v. IHS Markit Ltd. et al., 1:21-cv-01700 (S.D.N.Y. Feb. 25, 2021).
The Actions filed in federal court generally allege that the Definitive Proxy
Statement misrepresents and/or omits certain purportedly material information
and assert violations of Sections 14(a) and 20(a) of the Securities Exchange Act
of 1934, as amended, and the rules promulgated thereunder. Snitkoff, the sole
Action filed in state court, alleges, among other things, that the members of
the S&P Global board of directors breached their state law fiduciary duties by
approving the Merger Agreement and in disseminating materially incomplete
disclosures. The alleged material misstatements and omissions relate to, among
other topics, the opinion of Goldman, Sachs & Co. LLC, S&P Global's financial
advisor in connection with the Merger, the opinion of Morgan Stanley & Co. LLC,
IHS Markit's financial advisor in connection with the Merger, and certain
background events that occurred in connection with the Merger.
Among other relief, the plaintiffs in the Actions seek injunctive relief,
including directing S&P Global and IHS Markit to disclose the allegedly omitted
material information, enjoining the Merger unless and until S&P Global and IHS
Markit disclose the allegedly omitted material information, rescinding the
Merger in the event S&P Global, IHS Markit and Merger Sub consummate the Merger
(or, in the alternative, rescinding the Merger or awarding recissory damages)
and an award of attorneys' fees and expenses.
S&P Global and IHS Markit deny the allegations in the Actions and deny any
alleged violations of law or any legal or equitable duty. The defendants believe
that the Actions are without merit, and that no further disclosure is required
under applicable law. Nonetheless, to avoid the risk of the litigation delaying
or adversely affecting the Merger, and without admitting in any way that the
disclosures below are material or otherwise required by law, the defendants are
making supplemental disclosures (the "litigation-related supplemental
disclosures") related to the Merger, as set forth herein. Nothing in this
Current Report on Form 8-K shall be deemed an admission of the legal necessity
or materiality under applicable laws of any of the supplemental disclosures set
forth herein, taken individually or in the aggregate. The litigation-related
supplemental disclosures should be read in conjunction with the Definitive Proxy
Statement, which should be read in its entirety. Page references in the below
disclosure are to pages in the Definitive Proxy Statement, and defined terms
used but not defined herein have the meanings set forth in the Definitive Proxy
Statement. To the extent the following information differs from or conflicts
with the information contained in the Definitive Proxy Statement, the
information set forth below shall be deemed to supersede the respective
information in the Definitive Proxy Statement.
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Supplemental Disclosures
The disclosure under the subsection captioned "The Merger-Background of the
Merger" is hereby amended and supplemented by adding, to the third full
paragraph on page 56 of the Definitive Proxy Statement, the following (with new
text underlined):
"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. The S&P Global
board decided to have the Finance Committee act as a special committee, given
the Finance Committee's role in evaluating and making recommendations to the
full S&P Global board related to mergers, acquisitions and strategic
transactions."
The disclosure under the subsection captioned "The Merger-Background of the
Merger" is hereby amended and supplemented by adding, to the fifth full
paragraph on page 56 of the Definitive Proxy Statement, the following (with new
text underlined):
"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
stated that S&P Global did not view the merger as a "merger of equals" because
of the relative sizes of S&P Global and IHS Markit and the relative
contributions of S&P Global and IHS Markit to the combined company's revenue,
net income and earnings per share. 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."
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The disclosure under the subsection captioned "The Merger-Background of the
Merger" is hereby amended and supplemented by adding, to the second full
paragraph on page 58 of the Definitive Proxy Statement, the following (with new
text underlined):
"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. The S&P Global board decided to
transition the delegation of authority from the Finance Committee to the
Executive Committee because the Executive Committee, which includes the
chairpersons of each of the S&P Global board's committees, was considered the
more appropriate committee to oversee the ongoing discussions regarding this
significant transaction with IHS Markit."
The disclosure under the subsection captioned "The Merger-Opinion of S&P
Global's Financial Advisor-Summary of Financial Analyses-Historical Exchange
Ratio Analysis" is hereby amended and supplementing by adding a footnote to the
table on page 79 of the Definitive Proxy Statement (with new text underlined):
Implied S&P Global
Time Period Implied Exchange Ratio 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 Target1 0.2282 72.3
"1 Based on the median analyst price target for S&P Global common stock of $390
and the median analyst price target for IHS Markit shares of $89."
The disclosure under the subsection captioned "The Merger-Opinion of S&P
Global's Financial Advisor-Financial Analyses of S&P Global-Illustrative
Discounted Cash Flow Analysis" relating to S&P Global is hereby amended and
supplemented by adding, to the first paragraph on page 80 of the Definitive
Proxy Statement, the following (with new text underlined and deleted text struck
through):
"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
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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). Based on Goldman Sachs' professional
judgment and experience, Goldman Sachs derived such range of discount rates by
application of the Capital Asset Pricing Model. The Capital Asset Pricing
Modelwhich 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 of $3,595 million, 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."
The disclosure under the subsection captioned "The Merger-Opinion of S&P
Global's Financial Advisor-Financial Analyses of S&P Global-Illustrative Present
Value of Total Future Shareholder Value Analysis" relating to S&P Global is
hereby amended and supplemented by adding, to the second paragraph on page 80 of
the Definitive Proxy Statement, the following (with new text underlined and
deleted text struck through):
"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 the cumulativeinterim
dividends per share forecasted to be paid to S&P Global shareholders in each of
the years 2021 to 2025 and share repurchases forecasted to be undertaken by S&P
Global in each of the years 2021 to 2025, 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. Based on Goldman
Sachs' professional judgment and experience, Goldman Sachs derived such discount
rate by application of the Capital Asset Pricing Model. The Capital Asset
Pricing Modelwhich
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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."
The disclosure under the subsection captioned "The Merger-Opinion of S&P
Global's Financial Advisor-Financial Analyses of IHS Markit-Illustrative
Discounted Cash Flow Analysis" relating to IHS Markit is hereby amended and
supplemented by adding, to the paragraph beginning at the bottom of page 80 and
carrying over to the top of page 81 of the Definitive Proxy Statement, the
following (with new text underlined and deleted text struck through):
"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 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). Based on Goldman Sachs'
professional judgment and experience, Goldman Sachs derived such range of
discount rates by application of the Capital Asset Pricing Model The Capital
Asset Pricing Modelwhich 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 of
$4,831 million, 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."
The disclosure under the subsection captioned "The Merger-Opinion of S&P
Global's Financial Advisor-Financial Analyses of IHS Markit-Illustrative Present
Value of Total Future Shareholder Value Analysis" relating to IHS Markit is
hereby amended and supplemented by adding, to the first full paragraph on page
81 of the Definitive Proxy Statement, the following (with new text underlined
and deleted text struck through):
"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
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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 the cumulativeinterim
dividends per share forecasted to be paid to S&P Global shareholders in each of
the years 2021 to 2025 and share repurchases forecasted to be undertaken by S&P
Global in each of the years 2021 to 2025, back to August 31, 2020 using an
illustrative discount rate of 7.0%, reflecting an estimate of IHS Markit's cost
of equity. Based on Goldman Sachs' professional judgment and experience, Goldman
Sachs derived such discount rate by application of the Capital Asset Pricing
Model. The Capital Asset Pricing Modelwhich 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."
The disclosure under the subsection captioned "The Merger-Opinion of S&P
Global's Financial Advisor-Financial Analyses of the Combined
Company-Illustrative Pro Forma Discounted Cash Flow Analysis" relating to the
combined company is hereby amended and supplemented by adding, to the last full
paragraph on page 82 of the Definitive Proxy Statement, the following (with new
text underlined and deleted text struck through):
"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). Based on
Goldman Sachs' professional judgment and experience, Goldman Sachs derived such
range of discount rates by application of the Capital Asset Pricing Model. The
Capital Asset Pricing Modelwhich 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 of $8,426 million, 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
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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%."
The disclosure under the subsection captioned "The Merger-Opinion of S&P
Global's Financial Advisor-Financial Analyses of the Combined
Company-Illustrative Present Value of Total Future Shareholder Value Analysis"
relating to the combined company is hereby amended and supplemented by adding,
to the paragraph beginning at the bottom of page 82 and carrying over to the top
of page 83 of the Definitive Proxy Statement, the following (with new text
underlined and deleted text struck through):
"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 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. Based on Goldman Sachs'
professional judgment and experience, Goldman Sachs derived such discount rate
by application of the Capital Asset Pricing Model. The Capital Asset Pricing
Modelwhich 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%."
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The disclosure under the subsection captioned "The Merger-Opinion of S&P
Global's Financial Advisor" is hereby amended and supplemented by adding to page
84 of the Definitive Proxy Statement, immediately before the subsection
captioned "The Merger-Opinion of S&P Global's Financial Advisor-General," the
following:
"Analyst Price Targets
. . .
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S&P GLOBAL, INC. 
