Item 1.01.
|
Entry into a Material Definitive Agreement.
|
Notes Offering
On August 4, 2016 (the Closing Date), MSCI Inc. (the Company) issued a press release announcing the completion of its previously
announced private offering of $500 million in aggregate principal amount of 4.750% Senior Notes due 2026 (the Notes). The Company intends to use the net proceeds from the offering of the Notes for general corporate purposes, including,
without limitation, buybacks of its common stock and potential acquisitions. The press release is filed as Exhibit 99.1 hereto and is incorporated by reference.
In connection with the issuance of the Notes, the Company entered into an Indenture, dated as of the Closing Date (the Indenture), among the
Company, the subsidiary guarantors, and Wells Fargo Bank, National Association, as trustee (the Trustee). The terms of the Indenture provide that, among other things, the Notes are senior unsecured obligations of the Company and the
subsidiary guarantors and will rank equally with any of the Companys unsecured, unsubordinated debt, senior to any of the Companys subordinated debt, and will effectively be subordinated to any of the Companys secured debt to the
extent of the assets securing such debt. The Companys obligations under the Notes are fully and unconditionally, and jointly and severally, guaranteed by the subsidiary guarantors.
Interest on the Notes accrues at a rate of 4.750% per annum. Interest on the Notes is payable semiannually in arrears on February 1 and
August 1 of each year, commencing February 1, 2017. The Company will make each interest payment to holders of record of the Notes on the immediately preceding January 15 and July 15.
Optional Redemption
. At any time prior to August 1, 2021, the Company may redeem all or part of the Notes upon not less than 30 nor more than 60
days prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest and additional interest,
if any, thereon, to the date of redemption. In addition, the Company may redeem all or part of the Notes on or after August 1, 2021, at redemption prices set forth in the Indenture, together with accrued and unpaid interest. At any time prior
to August 1, 2019, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the Notes, including any permitted additional Notes, at a redemption price equal to 104.750% of the
principal amount.
Repurchase upon Change of Control
. Upon the occurrence of a change of control triggering event (as defined in the
Indenture), each holder of the Notes may require the Company to repurchase all or part of the Notes in cash at a price equal to 101% of the aggregate principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, thereon
to the date of repurchase.
Other Covenants
. The Indenture contains covenants that limit the Companys and certain of its
subsidiaries ability to, among other things, create liens, enter into sale/leaseback transactions and consolidate, merge or sell all or substantially all of the Companys assets. In addition, the Indenture restricts the Companys
non-guarantor subsidiaries ability to create, assume, incur or guarantee additional indebtedness without such non-guarantor subsidiaries guaranteeing the Notes on a pari passu basis.
Events of Default
. The Indenture provides for customary events of default (subject in certain cases to customary grace and cure periods), which include
non-payment, breach of covenants in the Indenture, payment defaults or acceleration of other indebtedness, a failure to pay certain judgments and certain events of bankruptcy and insolvency. Generally, if an event of default occurs, the Trustee or
holders of at least 25% in principal amount of the then-outstanding Notes may declare the principal of and accrued but unpaid interest, if any, including additional interest, if any, on all the Notes to be due and payable immediately.
The foregoing description of the Indenture and the Notes is qualified in its entirety by reference to the full text of the Indenture, a copy of which is
attached hereto as Exhibit 4.1, and the Notes, the form of which is attached hereto as Exhibit 4.2, both of which are incorporated herein by reference.
Amendment to Revolving Credit Agreement
On the Closing
Date, the Company, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., in its capacity as administrative agent, entered into Amendment No. 1 to the Revolving Credit Agreement (the Amendment), which
amends the Revolving Credit Agreement, dated as of November 20, 2014 (as so amended, the Revolving Credit Agreement). The Amendment will become effective upon the satisfaction of certain customary conditions. Upon effectiveness,
among other things, the Amendment will (i) permit the Company to increase aggregate commitments available to be borrowed by $20.0 million, (ii) increase the maximum consolidated leverage ratio (as defined therein) from 3.75:1.00 to
4.25:1.00 and (iii) extend the term to August 2021.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by
reference to the Amendment, attached hereto as Exhibit 10.1, and incorporated herein by reference.