Item 1.01
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Entry into a Material Definitive Agreement
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Notes Offering
On May 18, 2018 (the Closing Date), MSCI Inc. (the Company) issued a press release announcing the completion of its private
offering of $500.0 million in aggregate principal amount of 5.375% Senior Notes due 2027 (the Notes). The Notes will mature on May 15, 2027. 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 party thereto, 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, will effectively be subordinated to any of the Companys secured
debt to the extent of the assets securing such debt and be structurally subordinated to all existing or future liabilities of the Company. 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 5.375% per annum. Interest on the Notes is payable semiannually
on May 15 and November 15 of each year, commencing on November 15, 2018. The Company will make each interest payment to holders of record of the Notes on the immediately preceding May 1 and November 1.
Optional Redemption
. At any time prior to May 15, 2022, 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 May 15, 2022, at redemption prices set forth in the Indenture, together with accrued and unpaid interest. At any time prior to
May 15, 2021, the Company may use the proceeds of certain equity offerings to redeem up to 35% of the aggregate principal amount of the Notes at a redemption price equal to 105.375% of the principal amount, plus accrued and unpaid interest, if
any, to the redemption date.
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. 2 (the Amendment) to the Revolving Credit Agreement, dated
as of November 20, 2014 (as amended, the Revolving Credit Facility). The Amendment (i) increases the aggregate commitments available to be borrowed by $30.0 million, to an aggregate of $250.0 million of availability
thereunder, (ii) extends the term to May 2023 and (iii) decreases the applicable rate and applicable fee rate for loans and commitments under the Revolving Credit Facility.
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.