MSCI INC.
(Exact Name of Registrant as Specified
in Its Charter)
Delaware
|
|
13-4038723
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
7 World Trade Center
250 Greenwich Street,
49
th
Floor
New York, NY 10007
(212) 804-3900
|
|
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
|
_________________________
|
|
|
FREDERICK W. BOGDAN
General Counsel
MSCI Inc.
7 World Trade Center
250 Greenwich Street,
49
th
Floor
New York, NY 10007
(212) 804-3990
|
|
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
|
_________________________
|
|
Copy to:
|
|
|
RICHARD D. TRUESDELL, JR.
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
(212) 450-4000
|
|
_________________________
Approximate date of commencement of
proposed sale to the public
: From time to time after this Registration Statement becomes effective.
If the only securities being registered
on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, 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, please 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(c) 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 registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ☒
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an 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 Securities Act. ☐
_________________________
CALCULATION OF REGISTRATION FEE(1)
|
Title of Each
Class of Securities
to be Registered
|
Amount to be
Registered (1)
|
Proposed Maximum Offering Price Per Unit (1)
|
Proposed Maximum Aggregate Offering Price (1)
|
Amount of
Registration Fee (1)
|
Common Stock, $0.01 par value per share
|
|
|
|
|
Preferred Stock, $0.01 par value per share
|
|
|
|
|
Debt Securities
|
|
|
|
|
Warrants
|
|
|
|
|
Purchase Contracts
|
|
|
|
|
Units
|
|
|
|
|
|
(1)
|
An indeterminate amount of securities to
be offered at indeterminate prices is being registered pursuant to this registration statement. The registrant is deferring payment
of the registration fee pursuant to Rule 456(b) and is omitting this information in reliance on Rule 456(b) and Rule 457(r).
|
|
|
|
|
|
|
|
PROSPECTUS
MSCI INC.
Common Stock, Preferred Stock, Debt Securities, Warrants,
Purchase Contracts and Units
_____________________
We may offer from time to time common stock,
preferred stock, debt securities, warrants, purchase contracts or units. In addition, certain selling securityholders to be identified
in a prospectus supplement may offer and sell these securities from time to time, in amounts, at prices and on terms that will
be determined at the time the securities are offered. We may offer the securities separately or together, in separate series or
classes and in amounts, at prices and on terms described in one or more offerings.
Our common stock is listed on the New York
Stock Exchange under the trading symbol “MSCI.”
We will provide the specific terms of the
securities in supplements to this prospectus.
We urge you to carefully read this prospectus
and the accompanying prospectus supplement, together with the documents we incorporate by reference, which will describe the specific
terms of these securities, before you make your investment decision.
_____________________
Investing in these securities involves
certain risks. See “Risk Factors” in our most recent annual report on Form 10-K, which is incorporated by reference
herein, as well as in any other quarterly or current reports incorporated by reference herein and in the relevant prospectus supplement.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is August
3, 2018
You should rely only on the information contained in or incorporated
by reference in this prospectus or any related prospectus supplement or free writing prospectus. We have not authorized anyone
to provide you with different information. We are not making an offer of these securities in any state where the offer is not permitted.
You should not assume that the information contained in or incorporated by reference in this prospectus is accurate as of any date
other than the date on the front of this prospectus. The terms “MSCI,” “the Company,” “we,”
“us” and “our” refer to MSCI Inc. and its subsidiaries.
TABLE OF CONTENTS
_________________________
Page
ABOUT THIS PROSPECTUS
This prospectus is part of a registration
statement that we filed with the Securities and Exchange Commission, or the SEC, utilizing a “shelf” registration process.
Under this shelf process, we may sell any combination of the securities described in this prospectus in one or more offerings.
This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide
a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may
also add, update or change information contained in this prospectus. You should carefully read both this prospectus and any applicable
prospectus supplement together with additional information described under the heading “Where You Can Find More Information”
before deciding to invest in any of the securities being offered.
We have filed or incorporated by reference
exhibits to the registration statement of which this prospectus forms a part. You should read the exhibits carefully for provisions
that may be important to you.
MSCI INC.
We are an innovative and leading provider
of mission-critical investment decision support tools, including indexes; portfolio construction and risk management products and
services; environmental, social and governance (“ESG”) research and ratings; and real estate research, reporting and
benchmarking offerings. Our research-derived intellectual property includes methodologies, models, derived data and
algorithms (collectively, “content”), as well as applications and services, which help our clients manage their investment
processes and address their investment, risk and regulatory challenges.
Our clients comprise a wide spectrum of
the global investment industry and include asset owners (pension funds, endowments, foundations, central banks, sovereign wealth
funds, family offices and insurance companies), asset managers (institutional, mutual funds, hedge funds, exchange traded funds
(“ETFs”), private wealth, private banks and real estate investment trusts), private wealth managers, private banks,
real estate investment trusts, financial intermediaries (banks, broker-dealers, exchanges, custodians, trust companies and investment
consultants) and data distributors.
Our offerings are used by our clients across
multiple asset classes to achieve a wide range of objectives, including benchmarking, index-linked product creation, portfolio
construction, performance measurement and attribution, risk management, as well as investor and regulatory reporting. In
addition, our clients are increasingly integrating the content developed across our company, such as factor and ESG data and indexes,
into their investment processes.
As of June 30, 2018, we had over 7,000
clients across 88 countries. To calculate the number of clients, we use the shipping address of the ultimate customer utilizing
the product which counts affiliates, user locations, or business units within a single organization as separate clients. If we
aggregate all related clients under their respective parent entity, the number of clients would be over 4,000, as of June 30,
2018. We had offices in 32 cities across 21 countries to help serve our diverse client base, with 50.3% of our revenues coming
from clients in the Americas, 35.8% in Europe, the Middle East and Africa and 13.9% in Asia and Australia.
Our principal business model is
generally to license annual, recurring subscriptions for the majority of our Index, Analytics and ESG products and services
for a fee due in advance of the service period. Our contracts are typically non-cancellable by the client and non-refundable
for the term of the agreement. Fees may vary based on a number of factors including by product or service, number of users or
volume of services. Our client contracts do not have a financing component and the consideration received is typically not
variable. For the year ended December 31, 2017, $973.0 million, or approximately 76.4%, of our revenues was attributable
to annual, recurring subscriptions. An additional $276.1 million, or approximately 21.7%, of our revenues came from clients
who use our indexes as the basis for index-linked investment products such as ETFs, passively managed funds and separate
accounts. These clients commonly pay us a license fee, typically in arrears, primarily based on the assets under management
in their investment products. We also generate revenues from certain exchanges that use our indexes as the basis for futures
and options contracts and pay us a license fee, typically in arrears, primarily based on the volume of trades or number of
instruments. In addition, we generate revenues from subscription agreements for the receipt of periodic benchmark reports,
digests, market information and other publications.
Fees
are primarily paid in arrears after the product is delivered, with the exception of the Market Information product which is generally
paid in advance. We also realize one-time fees commonly related to customized reports, historical data sets, certain derivative
financial products and certain implementation and consulting services, as well as from particular products and services that are
purchased on a non-renewal basis. These amounts totaled $25.1 million, or approximately 2.0% of our revenues, for the year ended
December 31, 2017.
Our principal executive offices are located
at 7 World Trade Center, 250 Greenwich Street, 49
th
Floor, New York, New York 10007 and our telephone number is (212)
804-3900. Our website address is
www.msci.com
. Our website and the information contained therein or connected thereto shall
not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.
RISK FACTORS
Investing in these securities involves
certain risks. See “Risk Factors” in our most recent annual report on Form 10-K, which is incorporated by reference
herein, as well as in any other quarterly or current reports incorporated by reference herein and in the relevant prospectus supplement.
RATIO OF EARNINGS
TO FIXED CHARGES
The following table sets forth our ratio
of earnings to fixed charges for the periods indicated.
|
|
Six Months
Ended
|
|
Fiscal Year Ended
|
|
|
|
June
30,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
Ratio of earnings to fixed charges
|
|
|
5.53
|
|
|
|
4.77
|
|
|
|
4.53
|
|
|
|
5.94
|
|
|
|
10.46
|
|
|
|
10.12
|
|
|
The ratios of earnings to fixed charges
were calculated by dividing earnings by fixed charges. Earnings were calculated by adding (1) income from continuing operations
before income taxes and (2) interest expense (including amortization of any debt fees and any debt discount) as well as the estimated
portion of rent expense representative of interest. Fixed charges were calculated by adding interest expense and the amortization
of any debt fees and any debt discount.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus
supplement, the net proceeds from the sale of the securities will be used for general corporate purposes, including share repurchases
and dividends, working capital, acquisitions, retirement of debt and other business opportunities. In the case of a sale by a selling
securityholder, we will not receive any of the proceeds from such sale.
DESCRIPTION OF SECURITIES
This prospectus contains a summary of the
securities that MSCI may sell. These summaries are not meant to be a complete description of each security. However, this prospectus
and any accompanying prospectus supplement will contain the material terms of the securities being offered.
DESCRIPTION OF MSCI
CAPITAL STOCK
The following summary of the terms of
the capital stock of MSCI is not meant to be complete and is qualified by reference to the relevant provisions of the General
Corporation Law of the State of Delaware (the “DGCL”) and MSCI’s Third Amended and Restated Certificate of
Incorporation (“Certificate of Incorporation”) and Amended and Restated Bylaws (“Bylaws”). Copies
of the MSCI Certificate of Incorporation and Bylaws are incorporated herein by reference and will be sent to you at no
charge upon request. See “Where You Can Find More Information” below.
General
Our authorized capital stock consists of
850,000,000 shares of stock, of which: (i) 750,000,000 shares are designated as common stock, par value $0.01 per share and (ii)
100,000,000 shares are designated as preferred stock, par value $0.01 per share. As of June 30, 2018, there were 88,832,899 shares
of common stock outstanding. A description of the material terms and provisions of our Certificate of Incorporation affecting the
relative rights of the common stock and any preferred stock is set forth below.
Common Stock
Voting Rights
Except as provided by statute or
resolution of our board of directors in connection with the issuance of preferred stock in accordance with our Certificate of
Incorporation, holders of our common stock have the sole right and power to vote on all matters on which a vote of
shareholders is to be taken. Generally, the holders of a majority of the voting power of all classes of voting stock, in
person or by proxy, shall constitute a quorum at a meeting of shareholders. Except when amending or altering any provision of
our Certificate of Incorporation or Bylaws so as to adversely affect the rights of one class or as otherwise required by
Delaware law, matters to be voted on by shareholders must be approved by a majority of all votes cast on the matter by the
holders of common stock at a meeting at which a quorum is present, subject to any voting rights granted to holders of any
outstanding shares of preferred stock.
Dividends
On September 17, 2014, the board of directors
approved a plan to initiate a quarterly cash dividend. Subject to preferences that may be applicable to any outstanding preferred
stock, the holders of common stock are entitled to receive ratably any dividends declared from time to time by the board of directors
out of funds legally available therefor. In addition, our Revolving Credit Agreement contains certain restrictions on the payment
of dividends. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity
and Capital Resources” in our most recent Annual Report on Form 10-K, and our Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2018 and June 30, 2018, each incorporated by reference herein.
Other Rights
In the event of any reorganization of MSCI
or a merger or share exchange of MSCI with another corporation in which shares of our common stock are converted into or exchangeable
for shares of stock, other securities or property, including cash, all holders of our common stock, regardless of class, will be
entitled to receive with respect to each share held the same kind and amount of shares of stock and other securities and property,
including cash.
In the event of liquidation, dissolution
or winding up of MSCI, the holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities,
subject to prior distribution rights of preferred stock, if any, then outstanding. There are no redemption or sinking fund provisions
applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable, and any shares of common
stock that we may issue in the future will be validly issued, fully paid and non-assessable.
Preferred Stock
The board of directors has the authority
to issue 100,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions
thereof. The authority of the board of directors with respect to each series shall include, but not be limited to, determination
of the following:
|
•
|
the designation of the series, which may be by distinguishing
number, letter or title;
|
|
•
|
the number of shares of the series;
|
|
•
|
the amounts payable on, and the preferences, if any, of
shares of the series in respect of dividends, and whether such dividends, if any, shall
be cumulative or non-cumulative;
|
|
•
|
dates at which dividends, if any, shall be payable;
|
|
•
|
the redemption rights and price or prices, if any, for shares
of the series;
|
|
•
|
the terms and amount of any sinking fund provided for the
purchase or redemption of shares of the series;
|
|
•
|
the amounts payable on, and the preferences, if any, of
shares of the series in the event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Company;
|
|
•
|
whether the shares of the series shall be convertible into
or exchangeable for shares of any other class or series, or any other security, of the
Company or any other corporation, and, if so, the specification of such other class or
series of such other security, the conversion or exchange price or prices or rate or
rates, any adjustments thereof, the date or dates at which such shares shall be convertible
or exchangeable and all other terms and conditions upon which such conversion or exchange
may be made;
|
|
•
|
restrictions on the issuance of shares of the same series
or of any other class or series;
|
|
•
|
the voting rights, if any, of the holders of shares of the
series; and
|
|
•
|
such other powers, preferences and relative, participating,
optional and other special rights, and the qualifications, limitations and restrictions
thereof, as the board of directors determines.
|
No shares of preferred stock are currently
issued or outstanding. The issuance of preferred stock may have the effect of delaying, deterring or preventing a change in control
of MSCI without further action by the shareholders and may adversely affect the voting and other rights of the holders of common
stock. The material terms of any preferred stock will be set forth in the applicable prospectus supplement.
Certain Third Amended and Restated Certificate of Incorporation
and Amended and Restated Bylaws Provisions
Section 203 of the DGCL
We are subject to the “business combination”
provisions of Section 203 of the DGCL, an anti-takeover law. Section 203 prohibits a person who acquires more than 15% but less
than 85% of all classes of our outstanding voting stock without the approval of our
board of directors from merging or combining with us for a period of three years, unless the merger or combination is approved
by a two-thirds vote of the shares not owned by such person. These provisions would apply even if the proposed merger or acquisition
could be considered beneficial by some shareholders.
Requirements for Advance Notification of Shareholder
Nominations and Proposals
Our Bylaws establish advance notice
procedures with respect to shareholder proposals and nomination of candidates for election as directors.
Limits on Written Consents
Any action required or permitted to be
taken by the shareholders must be effected at a duly called annual or special meeting of shareholders and may not be effected by
any consent in writing in lieu of a meeting of such shareholders, subject to the rights of the holders of any series of preferred
stock.
Limits on Special Meetings
Special meetings of the shareholders may
be called at any time only by the secretary at the direction of the board of directors pursuant to a resolution adopted by the
board of directors.
Corporate Opportunities
Our Certificate of Incorporation provides
that we renounce any interest in the business opportunities of Morgan Stanley and of our directors who are affiliated with Morgan
Stanley, other than directors employed by us, and that neither our directors affiliated with Morgan Stanley, other than directors
employed by us, nor Morgan Stanley have any obligation to offer us those opportunities. Morgan Stanley and any of our directors
who are affiliated with it other than directors employed by us may, in the past, present or future, carry out and engage in any
and all activities associated with any business, including, without limitation, principal investments and underwriting (including
investments in and underwriting of securities of entities directly or indirectly involved in any aspect of the financial services
industry, including, without limitation, our direct competitors), trading, brokerage, agency, financing, derivatives, foreign exchange
and asset management activities. Morgan Stanley and any of our directors affiliated with Morgan Stanley, other than directors employed
by us, may (i) purchase and hold long or short positions, otherwise make investments, trade or otherwise effect transactions, for
their own account or the account of their clients, in the debt or equity securities or loans of entities that may directly or indirectly
compete with any or all of our business; and (ii) provide financial advice to our direct and indirect competitors.
Amendments to our Governing Documents
Generally, the amendment of our
Certificate of Incorporation requires approval by our board of directors and a majority vote of shareholders. Any amendment
to our Bylaws requires the approval of either a majority of our board of directors or holders of at least 80% of the votes
entitled to be cast by the outstanding capital stock in the election of our board of directors.
Listing
Our common stock has been approved for
listing on the New York Stock Exchange under the symbol “MSCI.”
Transfer Agent and Registrar
The Transfer Agent and Registrar for our
common stock is Broadridge Financial Solutions, Inc.
DESCRIPTION OF DEBT
SECURITIES
The debt securities will be our direct
unsecured general obligations. The debt securities will be either senior debt securities or subordinated debt securities. The debt
securities that are sold may be exchangeable for and/or convertible into common stock or any of
the other securities that may be sold under this prospectus. The debt securities will be issued under one or more separate indentures
between us and a designated trustee. Senior debt securities will be issued under a senior indenture. Subordinated debt securities
will be issued under a subordinated indenture. Each of the senior indenture and the subordinated indenture is referred to as an
indenture. The material terms of any indenture will be set forth in the applicable prospectus supplement.
DESCRIPTION OF WARRANTS
We may issue warrants to purchase our securities
or securities of third parties or other rights, including rights to receive payment in cash or securities based on the value, rate
or price of one or more specified commodities, currencies, securities or indices, or any combination of the foregoing. Warrants
may be issued independently or together with any other securities and may be attached to, or separate from, such securities. Each
series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The terms
of any warrants to be issued and a description of the material provisions of the applicable warrant agreement will be set forth
in the applicable prospectus supplement.
DESCRIPTION OF PURCHASE
CONTRACTS
We may issue purchase contracts for the
purchase or sale of:
|
·
|
securities issued by us or securities of third parties, a basket of
such securities, an index or indices of such securities or any combination of the above as specified in the applicable prospectus
supplement;
|
Each purchase contract will entitle the
holder thereof to purchase or sell, and obligate us to sell or purchase, on specified dates, such securities, currencies or commodities
at a specified purchase price, which may be based on a formula, all as set forth in the applicable prospectus supplement. We may,
however, satisfy our obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract
or the cash value of the property otherwise deliverable or, in the case of purchase contracts on underlying currencies, by delivering
the underlying currencies, as set forth in the applicable prospectus supplement. The applicable prospectus supplement will also
specify the methods by which the holders may purchase or sell such securities, currencies or commodities and any acceleration,
cancellation or termination provisions or other provisions relating to the settlement of a purchase contract.
The purchase contracts may require us to
make periodic payments to the holders thereof or vice versa, which payments may be deferred to the extent set forth in the applicable
prospectus supplement, and those payments may be unsecured or prefunded on some basis. The purchase contracts may require the holders
thereof to secure their obligations in a specified manner to be described in the applicable prospectus supplement. Alternatively,
purchase contracts may require holders to satisfy their obligations thereunder when the purchase contracts are issued. Our obligation
to settle such pre-paid purchase contracts on the relevant settlement date may constitute indebtedness. Accordingly, pre-paid purchase
contracts will be issued under an indenture.
DESCRIPTION OF UNITS
As specified in the applicable prospectus
supplement, we may issue units consisting of one or more purchase contracts, warrants, debt securities, shares of capital stock
or any combination of such securities.
FORMS OF SECURITIES
Each security will be represented either
by a certificate issued in definitive form to a particular investor or by one or more global securities representing the entire
issuance of securities. Certificated securities in definitive form and global securities will be issued in registered form. Definitive
securities name you or your nominee as the owner of the security, and in order to transfer or exchange these securities or to receive
payments other than interest or other interim payments, you or your nominee must physically deliver the securities to the trustee,
registrar, paying agent or other agent, as applicable. Global securities name a depositary or its nominee as the owner of the securities
represented by these global securities. The depositary maintains a computerized system that will reflect each investor’s
beneficial ownership of the securities through an account maintained by the investor with its broker/dealer, bank, trust company
or other representative, as we explain more fully below.
Registered global securities
We may issue the registered securities
in the form of one or more fully registered global securities that will be deposited with a depositary or its nominee identified
in the applicable prospectus supplement and registered in the name of that depositary or nominee. In those cases, one or more registered
global securities will be issued in a denomination or aggregate denominations equal to the portion of the aggregate principal or
face amount of the securities to be represented by registered global securities. Unless and until it is exchanged in whole for
securities in definitive registered form, a registered global security may not be transferred except as a whole by and among the
depositary for the registered global security, the nominees of the depositary or any successors of the depositary or those nominees.
If not described below, any specific terms
of the depositary arrangement with respect to any securities to be represented by a registered global security will be described
in the prospectus supplement relating to those securities. We anticipate that the following provisions will apply to all depositary
arrangements.
Ownership of beneficial interests in a
registered global security will be limited to persons, called participants, that have accounts with the depositary or persons that
may hold interests through participants. Upon the issuance of a registered global security, the depositary will credit, on its
book-entry registration and transfer system, the participants’ accounts with the respective principal or face amounts of
the securities beneficially owned by the participants. Any dealers, underwriters or agents participating in the distribution of
the securities will designate the accounts to be credited. Ownership of beneficial interests in a registered global security will
be shown on, and the transfer of ownership interests will be effected only through, records maintained by the depositary, with
respect to interests of participants, and on the records of participants, with respect to interests of persons holding through
participants. The laws of some states may require that some purchasers of securities take physical delivery of these securities
in definitive form. These laws may impair your ability to own, transfer or pledge beneficial interests in registered global securities.
So long as the depositary, or its nominee,
is the registered owner of a registered global security, that depositary or its nominee, as the case may be, will be considered
the sole owner or holder of the securities represented by the registered global security for all purposes under the applicable
indenture, warrant agreement or unit agreement. Except as described below, owners of beneficial interests in a registered global
security will not be entitled to have the securities represented by the registered global security registered in their names, will
not receive or be entitled to receive physical delivery of the securities in definitive form and will not be considered the owners
or holders of the securities under the applicable indenture, warrant agreement or unit agreement. Accordingly, each person owning
a beneficial interest in a registered global security must rely on the procedures of the depositary for that registered global
security and, if that person is not a participant, on the procedures of the participant through which the person owns its interest,
to exercise any rights of a holder under the applicable indenture, warrant agreement or unit agreement. We understand that under
existing industry practices, if we request any action of holders or if an owner of a beneficial interest in a registered global
security desires to give or take any action that a holder is entitled to give or take under the applicable indenture, warrant agreement
or unit agreement, the depositary for the registered global security would authorize the participants holding the relevant beneficial
interests to give or take that action, and the participants would authorize beneficial owners owning through them to give or take
that action or would otherwise act upon the instructions of beneficial owners holding through them.
Principal, premium, if any, and interest
payments on debt securities, and any payments to holders with respect to capital stock, warrants or units, represented by a registered
global security registered in the name of a depositary or its nominee will be made to the depositary or its nominee, as the case
may be, as the registered owner of the registered global security. None of MSCI, the trustees, the warrant agents, the unit agents
or any other agent of MSCI, agent of the trustees or agent of the warrant agents or unit agents will have any responsibility or
liability for any aspect of the records relating to payments made on account of beneficial ownership interests in the registered
global security or for maintaining, supervising or reviewing any records relating to those beneficial ownership interests.
We expect that the depositary for any of
the securities represented by a registered global security, upon receipt of any payment of principal, premium, interest or other
distribution of underlying securities or other property to beneficial holders of that registered global security, will immediately
credit participants’ accounts in amounts proportionate to their respective beneficial interests in that registered global
security as shown on the records of the depositary. We also expect that payments by participants to owners of beneficial interests
in a registered global security held through participants will be governed by standing customer instructions and customary practices,
as is now the case with the securities held for the accounts of customers or registered in “street name,” and will
be the responsibility of those participants.
If the depositary for any of these securities
represented by a registered global security is at any time unwilling or unable to continue as depositary or ceases to be a clearing
agency registered under the Securities Exchange Act of 1934, and a successor depositary registered as a clearing agency under the
Securities Exchange Act of 1934 is not appointed by us within 90 days, we will issue securities in definitive form in exchange
for the registered global security that had been held by the depositary. Any securities issued in definitive form in exchange for
a registered global security will be registered in the name or names that the depositary gives to the relevant trustee, warrant
agent, unit agent or other relevant agent of ours or theirs. It is expected that the depositary’s instructions will be based
upon directions received by the depositary from participants with respect to ownership of beneficial interests in the registered
global security that had been held by the depositary.
PLAN
OF DISTRIBUTION
MSCI and/or the selling securityholders,
if applicable, may sell the securities in one or more of the following ways (or in any combination) from time to time:
|
·
|
through underwriters or dealers;
|
|
·
|
directly to a limited number of purchasers or to a single purchaser;
or
|
The prospectus supplement will state the
terms of the offering of the securities, including:
|
·
|
the name or names of any underwriters, dealers or agents;
|
|
·
|
the purchase price of such securities and the proceeds to be received
by MSCI, if any;
|
|
·
|
any underwriting discounts or agency fees and other items constituting
underwriters’ or agents’ compensation;
|
|
·
|
any initial public offering price;
|
|
·
|
any discounts or concessions allowed or reallowed or paid to dealers;
and
|
|
·
|
any securities exchanges on which the securities may be listed.
|
Any public offering price and any discounts
or concessions allowed or reallowed or paid to dealers may be changed from time to time.
If we and/or the selling securityholders,
if applicable, use underwriters in the sale, the securities will be acquired by the underwriters for their own account and may
be resold from time to time in one or more transactions, including:
|
·
|
negotiated transactions;
|
|
·
|
at a fixed public offering price or prices, which may be changed;
|
|
·
|
at market prices prevailing at the time of sale;
|
|
·
|
at prices related to prevailing market prices; or
|
Unless otherwise stated in a prospectus
supplement, the obligations of the underwriters to purchase any securities will be conditioned on customary closing conditions
and the underwriters will be obligated to purchase all of such series of securities, if any are purchased.
We and/or the selling securityholders,
if applicable, may sell the securities through agents from time to time. The prospectus supplement will name any agent involved
in the offer or sale of the securities and any commissions we pay to them. Generally, any agent will be acting on a best efforts
basis for the period of its appointment.
We and/or the selling securityholders,
if applicable, may authorize underwriters, dealers or agents to solicit offers by certain purchasers to purchase the securities
from MSCI at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing
for payment and delivery on a specified date in the future. The contracts will be subject only to those conditions set forth in
the prospectus supplement, and the prospectus supplement will set forth any commissions we pay for solicitation of these contracts.
Underwriters and agents may be entitled
under agreements entered into with MSCI to indemnification by MSCI against certain civil liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which the underwriters or agents may be required to make. Underwriters
and agents may be customers of, engage in transactions with, or perform services for MSCI and its affiliates in the ordinary course
of business.
Each series of securities will be a new
issue of securities and will have no established trading market other than the common stock, which is listed on the New York Stock
Exchange. Any underwriters to whom securities are sold for public offering and sale may make a market in the securities, but such
underwriters will not be obligated to do so and may discontinue any market making at any time without notice. The securities may
or may not be listed on a national securities exchange.
WHERE YOU CAN FIND
MORE INFORMATION
MSCI files annual, quarterly and current
reports, proxy statements and other information with the Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended. You may read and copy this information at the Public Reference Room of the Securities and Exchange Commission
at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Securities and Exchange Commission’s
Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330.
The
Securities and Exchange Commission also maintains an internet site that contains reports, proxy statements and other information
about issuers like MSCI who file electronically with the Securities and Exchange Commission. The address of the site is
http://www.sec.gov
.
The Securities and Exchange Commission
allows MSCI to “incorporate by reference” information into this document. This means that MSCI can disclose important
information to you by referring you to another document filed separately with the Securities and Exchange Commission. The information
incorporated by reference is considered to be a part of this document, except for any information superseded by information that
is included directly in this document or incorporated by reference subsequent to the date of this document.
This prospectus incorporates by reference
the documents listed below and any future filings that MSCI makes with the Securities and Exchange Commission under Section 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (other than information in the documents or filings that
is deemed to have been furnished and not filed), until all the securities offered under this prospectus are sold.
MSCI Inc. Securities
and Exchange Commission Filings
|
|
Period or date
filed
|
Annual Report on Form 10-K, (including information specifically incorporated by reference therein from our Definitive Proxy Statement on Schedule 14A filed on March 23, 2018)
|
|
Fiscal year ended December 31, 2017
|
|
|
|
Quarterly Reports on Form 10-Q
|
|
Quarterly periods ended March 31, 2018 and
June 30, 2018
|
|
|
|
Current Report on Form 8-K/A
|
|
Filed on February 1, 2018
|
|
|
|
Current Reports on Form 8-K
|
|
Filed on February 1, 2018 (Item 5.02), March 19, 2018, May 10, 2018, May 14, 2018, and May 18, 2018
|
Documents incorporated by reference are
available from the Securities and Exchange Commission as described above or from MSCI without charge, excluding any exhibits to
those documents unless the exhibit is specifically incorporated by reference as an exhibit in this document. You can obtain documents
incorporated by reference in this document by requesting them in writing or by telephoning Investor Relations, MSCI Inc., 7 World
Trade Center, 250 Greenwich Street, 49
th
Floor, New York, New York 10007, (212) 804-3986. Information about MSCI, including
our filings with the Securities and Exchange Commission, is also available at our website at
www.msci.com
.
We also use our Investor Relations homepage
(
http://ir.msci.com
) and corporate Twitter account (@MSCI_Inc) as channels of distribution of Company information. The information
we post through these channels may be deemed material. Accordingly, investors should monitor these channels, in addition to following
our press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive email alerts
and other information about us when you subscribe to the notification service available through our Investor Relations homepage
by visiting the “Email Alert Subscription” section at
http://ir.msci.com/alerts.cfm
. Our website including our
Investor Relations homepage and social media channels and, in each case, the information contained therein or connected thereto
shall not be deemed to be incorporated into this prospectus or the registration statement of which it forms a part.
INFORMATION CONCERNING
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference in
this prospectus may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements relate to future events or to future financial performance and involve known and unknown risks, uncertainties
and other factors that may cause MSCI Inc.’s actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking
statements. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,”
“expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,”
“estimate,” “predict,” “potential” or “continue,” or the negative of these terms
or other comparable terminology. You should not place undue reliance on forward-looking statements because they involve known and
unknown risks, uncertainties and other factors that are, in some cases, beyond MSCI Inc.’s control and that could materially
affect MSCI Inc.’s actual results, levels of activity, performance or achievements.
Other factors that could materially affect actual results, levels
of activity, performance or achievements can be found in MSCI Inc.’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2017 filed with the SEC on February 26, 2018 and in quarterly reports on Form 10-Q and current reports on Form
8-K filed or furnished with the SEC. If any of these risks or uncertainties materialize, or if our underlying assumptions prove
to be incorrect, actual results may vary significantly from what MSCI Inc. projected. Any forward-looking statement in this prospectus
reflects MSCI Inc.’s current views with respect to future events and is subject to these and other risks, uncertainties and
assumptions relating to MSCI Inc.’s operations, results of operations, growth strategy and liquidity. MSCI Inc. assumes no
obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information,
future events, or otherwise, except as required by law.
VALIDITY OF THE
SECURITIES
The validity of the securities in respect
of which this prospectus is being delivered will be passed on for us by Davis Polk & Wardwell LLP, New York, New York.
EXPERTS
The financial statements and management’s
assessment of the effectiveness of internal control over financial reporting (which is included in Management's Annual Report On
Internal Control Over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the
year ended December 31, 2017 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent
registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
With respect to the unaudited financial
information of MSCI Inc. for the three-month periods ended March 31, 2018 and 2017 and the three and six-month periods ended June
30, 2018 and 2017 which are both incorporated by reference in this Prospectus, PricewaterhouseCoopers LLP reported that they have
applied limited procedures in accordance with professional standards for a review of such information. However, their separate
reports dated May 4, 2018 and August 3, 2018, respectively, incorporated by reference herein state that they did not audit and
they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their reports on
such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP
is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their reports on the unaudited financial
information because such reports do not constitute “reports” or “parts” of the registration statements
prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Securities Act of 1933.
PART II
Information not required in prospectus
Item 14. Other expenses of issuance and distribution
The following table sets forth the costs
and expenses to be borne by MSCI in connection with the offerings described in this registration statement.
Registration fee
|
$ *
|
Transfer agent and trustee fees and expenses
|
$ **
|
Printing
|
$ **
|
Accounting fees and expenses
|
$ **
|
Legal fees and expenses
|
$ **
|
Rating agency fees
|
$ **
|
Miscellaneous
|
$ **
|
Total
|
$ **
|
_________________
* Omitted because the registration fee is being deferred
pursuant to Rule 456(b) and Rule 457(r).
** The applicable prospectus supplement will
set forth the estimated aggregate amount of expenses payable in respect of any offering of securities.
Item 15. Indemnification of directors and officers
Section 145 of the DGCL provides that
a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including
attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in
connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by
reason of such person being or having been a director, officer, employee of or agent to MSCI. The DGCL provides that Section
145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote
of shareholders or disinterested directors or otherwise. Section 6.07 of our Bylaws provides for indemnification by MSCI of
its directors, officers and employees to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits a
corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to
the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for
any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful
stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper
personal benefit. Our Certificate of Incorporation provides for such limitation of liability.
MSCI maintains standard policies of insurance
under which coverage is provided to its directors and officers against loss rising from claims made by reason of breach of duty
or other wrongful act.
Item 16. Exhibits
The following is a list of all exhibits
filed as a part of this registration statement on Form S -3, including those incorporated herein by reference.
_______________
* To be filed, if necessary,
by amendment or as an exhibit to a Current Report on Form 8-K.