As filed with the Securities and Exchange Commission
on March 8, 2024
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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,
49th Floor
New York, NY 10007
(212) 804-3900 |
|
| (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) |
| |
ROBERT J. GUTOWSKI
General Counsel
MSCI Inc.
7 World Trade Center
250 Greenwich Street,
49th Floor
New York, NY 10007
(212) 804-3900 |
|
| (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 |
x |
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Accelerated filer |
¨ |
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| Non-accelerated filer |
¨ |
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Smaller reporting company |
¨ |
| |
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| Emerging growth company |
¨ |
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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. ☐
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 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 March 8, 2024
We have not authorized anyone to provide any information other than
that contained or incorporated by reference in this prospectus or in any related prospectus supplement or free writing prospectus prepared
by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability
of, any other information that others may give you. 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 a leading provider of critical decision
support tools and solutions for the global investment community. Our mission-critical offerings help investors address the challenges
of a transforming investment landscape and power better investment decisions. Leveraging our knowledge of the global investment process
and our expertise in research, data and technology, we enable our clients to understand and analyze key drivers of risk and return and
confidently and efficiently build more effective portfolios.
Investors all over the world use our research-driven
and technology-enabled tools and solutions to gain insights and improve transparency throughout their investment processes. Our tools
and solutions help investors define their investment universe; inform and analyze their asset allocation and portfolio construction decisions;
measure and manage portfolio performance and risk; implement sustainable, climate-focused and other investment strategies; conduct performance
attribution; construct and manage exchange traded funds (“ETFs”) and other indexed financial products; and facilitate reporting
to stakeholders.
Our products and services include indexes; portfolio
construction and risk management tools; environmental, social and governance (“ESG”) and climate solutions; and private asset
data and analysis. We are increasingly focused on open and flexible technology, and our content and capabilities can be accessed by our
clients through multiple channels and platforms.
We aim to anticipate the needs of the investment
industry with our client-centric focus and our deep understanding of our clients’ needs, challenges and goals. We are focused on
product innovation and data collection to address the evolving needs of an increasingly complex industry. In order to most effectively
serve our clients, we are committed to advancing an integrated approach to our offerings, achieving service excellence, enhancing our
differentiated research and content, and delivering our solutions via flexible, cutting-edge technology.
Our clients comprise a wide spectrum of the global
investment industry and include the following key client types:
| • | Asset owners (including pension funds, endowments, foundations, central banks, sovereign wealth funds, family offices and insurance
companies) |
| • | Asset managers (including managers of institutional funds and accounts, mutual funds, hedge funds, ETFs, insurance products, private
banking products and real estate investment trusts) |
| • | Financial intermediaries (including banks, broker-dealers, exchanges, custodians, trust companies, fund administrators and investment
consultants) |
| • | Wealth managers (including large wealth management organizations, robo-advisors and self-directed brokerages) |
| • | Real Estate Professionals (including real estate brokers, agents, developers, lenders and appraisers) |
| • | Corporates (including public and private companies and their advisors) |
Our principal executive offices are located at
7 World Trade Center, 250 Greenwich Street, 49th 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 quarterly or current reports incorporated by reference herein and in the relevant prospectus supplement.
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
As of December 31,
2023, MSCI Inc. (“MSCI” or the “Company”) has one class of securities registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”): our common 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 February 2, 2024, there were 79,091,212 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 stockholders 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 stockholders. 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 stockholders 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.
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.
Preemption Rights
Holders of common stock have no preemptive rights
and have no right to convert their common stock into any other securities. There are no redemption provisions applicable to the common
stock.
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:
| i. | the designation of the series, which may be by distinguishing number, letter or title; |
| ii. | the number of shares of the series; |
| iii. | 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; |
| iv. | dates at which dividends, if any, shall be payable; |
| v. | the redemption rights and price or prices, if any, for shares of the series; |
| vi. | the terms and amount of any sinking fund provided for the purchase or redemption of shares of
the series; |
| vii. | 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; |
| viii. | 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; |
| ix. | restrictions on the issuance of shares of the same series or of any other class or series; |
| x. | the voting rights, if any, of the holders of shares of the series; and |
| xi. | 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 stockholders 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.
Limits on Written Consents
Any action required or permitted to be taken by
the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in
writing in lieu of a meeting of such stockholders, subject to the rights of the holders of any series of preferred stock. These limits
may have the effect of delaying, deterring or preventing a change in control of MSCI.
Special Meetings
Special meetings of the stockholders may be called
only (i) at any time by the secretary at the direction of the board of directors pursuant to a resolution adopted by the board of directors
or (ii) upon the written request delivered to the secretary in the manner provided in our Bylaws, signed and dated by one or more stockholders
of record, or our beneficial owners, if any, who own, and, in each case, who have owned continuously for at least one year not less than
15% of the voting power of the outstanding shares of our capital stock entitled to vote on each of the matters proposed to be considered
at such special meeting and who have complied with all respects of our Bylaws.
Election of Directors
Pursuant to the Bylaws, the number of directors
is fixed exclusively by the board of directors and such number shall consist of not less than three directors. Each director stands for
election at each annual meeting of stockholders and holds office until his or her successor has been duly elected and qualified or the
director’s earlier resignation, death or removal.
Each director shall be elected by the vote of
the majority of all stockholder votes cast with respect to that director’s election at any meeting for the election of directors
at which a quorum is present, provided that if, as of the tenth day preceding the date the Company first mails its notice of meeting for
such meeting to the stockholders of the Company, the number of nominees exceeds the number of directors to be elected, the directors shall
be elected by the vote of a plurality of the votes cast.
The Bylaws also provide that, in order for any
incumbent director to become a nominee of the board of directors, the director must submit an irrevocable resignation as director that
becomes effective if (i) he or she does not receive a majority of the votes cast in an uncontested election and (ii) the board of directors
accepts the resignation. If a director does not receive a majority of the votes cast in an uncontested election, the Governance and Corporate
Responsibility Committee will consider the director’s resignation and recommend to the board of directors whether to accept or reject
the resignation, or whether other action should be taken. The board of directors will decide whether to accept or reject the resignation
and publicly disclose its decision, including the rationale behind the decision if it rejects the resignation, within 90 days after the
election results are certified. If the board of directors accepts such a director’s resignation, or if a nominee for director is
not elected and the nominee is not an incumbent director, then the board of directors may fill the resulting vacancy or may decrease the
size of the board of directors. This power, along with the power to increase the size of the board of directors, may have the effect of
delaying, deterring or preventing a change in control of MSCI.
Nominations of persons for election to the board
of directors may be made at an annual meeting of stockholders only (i) pursuant to the Company’s notice of meeting delivered pursuant
to our Bylaws, (ii) by or at the direction of the board of directors or (iii) by any stockholder of the Company who is entitled to vote
at the meeting, who complied with the notice procedures and disclosure requirements set forth in the Bylaws and who was a stockholder
of record on the date such notice is delivered to the corporate secretary of the Company and at the time of such annual meeting.
The Bylaws also contain a “proxy access”
provision that permits a stockholder, or a group of up to 20 stockholders, owning at least three percent of the Company’s outstanding
common stock continuously for at least three years to nominate and include in the Company’s annual meeting proxy materials director
nominees constituting the greater of two (2) directors or twenty percent (20%) of the total number of directors on the board of directors,
provided that such stockholder(s) and nominee(s) satisfy the requirements specified in the Bylaws.
Listing
Our common stock is listed 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
We file annual, quarterly
and current reports, proxy statements and other information with the Securities and Exchange Commission (the “SEC”).
The SEC maintains a website that contains reports, proxy and information statements and other information that we file electronically
with the SEC at www.sec.gov. We also make available free of charge, on or through our website, these reports, proxy statements and other
information as soon as reasonably practicable following the time they are electronically filed with or furnished to the SEC. To access
these, click on the “SEC Filings” link under the “Financial Information” tab found on our Investor Relations homepage
(http://ir.msci.com).
These
filings and other documents may be inspected at our Internet site at www.msci.com.
You may request a copy of these filings
at no cost, by writing or telephoning the office of Investor Relations, MSCI Inc., 250 Greenwich Street, 7 World Trade Center, 49th Floor,
New York, NY 10007, (212) 804-5306. We make our website content available for information purposes only. It should not be relied upon
for investment purposes, nor is it incorporated by reference in this prospectus.
We are incorporating
by reference information that we have filed with the SEC under the informational requirements of the Exchange Act. The information contained
in the documents incorporated by reference is considered to be part of this prospectus. Specifically
we are incorporating by reference:
| • | Our Annual Report on Form 10-K for the year ended December
31, 2023, which we filed with the SEC on February 9, 2024; and |
| • | Our Definitive Proxy Statement on
Schedule 14A, which we filed with the SEC
on March 15, 2023 (those portions incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2022). |
Additionally, all
documents and reports that we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date hereof and prior to the consummation of this offering shall be deemed incorporated into this prospectus.
Any statement contained in or incorporated by reference in this prospectus shall be considered to
be modified or superseded for purposes of this prospectus to the extent that any subsequently filed
document that is incorporated by reference modifies or supersedes such statement. Any statement that is modified or superseded shall not,
except as so modified or superseded, constitute a part of this prospectus.
Notwithstanding the
foregoing, information under Items 2.02 or 7.01 of any Current Report on Form 8-K, including the related exhibits, and any other information
“furnished” to the SEC, is not incorporated by reference herein unless otherwise specifically indicated.
We also use our Investor
Relations homepage and Corporate Responsibility homepage 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 enroll your email address by visiting the “Email
Alerts” section on our Investor Relations homepage at https://ir.msci.com/email-alerts. The contents of our website, including our
Investor Relations homepage and Corporate Responsibility homepage, and our social media channels are not, however, a part of or incorporated
by reference in this prospectus.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
We have included in this prospectus and documents
incorporated by reference in this prospectus, and from time to time may make in our public filings, press releases or other public statements,
certain statements that constitute forward-looking statements. In addition, our management may make forward-looking statements to analysts,
investors, representatives of the media and others. These forward-looking statements are not historical facts and represent only MSCI’s
beliefs regarding future events, many of which, by their nature, are inherently uncertain and beyond our control. These forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause our 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 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. Statements concerning our financial position,
business strategy and plans or objectives for future operations are forward-looking statements. 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
our control and that could materially affect our actual results, levels of activity, performance or achievements. Such risks and uncertainties
include those set forth under “Risk Factors” in this prospectus, and those risk factors incorporated by reference herein.
If any of these risks or uncertainties materialize, or if MSCI’s underlying assumptions prove to be incorrect, actual results may
vary significantly from what MSCI projected. Any forward-looking statement reflects our current views with respect to future events, levels
of activity, performance or achievements and is subject to these and other risks, uncertainties and assumptions relating to our operations,
results of operations, growth strategy and liquidity.
The forward-looking statements in this prospectus
and documents incorporated by reference in this prospectus speak only as of the time they are made and do not necessarily reflect our
outlook at any other point in time. MSCI 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. Therefore, readers should carefully review
the risk factors set forth in this prospectus, and those risk factors incorporated by reference herein, and in other reports or documents
we file from time to time with the SEC.
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, 2023 have been so incorporated in reliance on the report (which contains a paragraph relating to the effectiveness of internal control
over financial reporting due to the exclusion of The Burgiss Group, LLC and Trove Research Ltd because they were acquired by the Company
in purchase business combinations during 2023) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given
on the authority of said firm as experts in auditing and accounting.
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 stockholders 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 or officer of the corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, provided that such provision shall not
eliminate or limit the liability of (i) a director or officer for any breach of the director’s or officer’s duty of loyalty
to the corporation or its stockholders, (ii) a director or officer for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) a director for unlawful payments of dividends or unlawful stock repurchases, redemptions
or other distributions, (iv) a director or officer for any transaction from which the director or officer derived an improper personal
benefit, or (v) an officer in any action by or in the right of the corporation. Our Certificate of Incorporation provides for such limitation
of liability for directors.
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.
Item 17. Undertakings
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made of securities registered hereby, a post-effective amendment to
this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Filing Fee Tables” in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; |
provided, however, that paragraphs (i), (ii)
and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Securities and Exchange Commission by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in this registration statement, or is contained in a form of
prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and |
| (B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier
of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede
or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made
in any such document immediately prior to such effective date. |
| (5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: |
The undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications,
the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended
(and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by
the final adjudication of such issue. |
| (d) | The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee
to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities
and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act. |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City
of New York, State of New York, on March 8, 2024.
| |
MSCI INC. |
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By: |
/s/ HENRY A. FERNANDEZ |
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Name: |
Henry A. Fernandez |
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|
Title: |
Chairman and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints Andrew C. Wiechmann, Robert J. Gutowski and Cecilia Aza, and each or any
one of them, his or her true and lawful attorneys-in-fact and agents, each with full powers of substitution and resubstitution, for him
or her and in his or her name, place and stead, in the capacities indicated below, to sign any and all amendments (including post-effective
amendments) to this registration statement, including any related registration statement filed pursuant to Rules 413 or 462 under the
Securities Act of 1933, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every
act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his or her substitute
or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates
indicated.
| Signature |
|
Title |
|
Date |
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| /S/ HENRY A. FERNANDEZ |
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Chairman and Chief Executive Officer |
|
March 8, 2024 |
| Henry A. Fernandez |
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(principal executive officer) |
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| /S/ ANDREW C. WIECHMANN |
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Chief Financial Officer |
|
March 8, 2024 |
| Andrew C. Wiechmann |
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(principal financial officer and principal accounting officer) |
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| /S/ ROBERT G. ASHE |
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Director |
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March 8, 2024 |
| Robert G. Ashe |
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| /S/ WAYNE EDMUNDS |
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Director |
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March 8, 2024 |
| Wayne Edmunds |
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| /S/ CATHERINE R. KINNEY |
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Director |
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March 8, 2024 |
| Catherine R. Kinney |
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| /S/ ROBIN MATLOCK |
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Director |
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March 8, 2024 |
| Robin Matlock |
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| /S/ JACQUES P. PEROLD |
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Director |
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March 8, 2024 |
| Jacques P. Perold |
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| /S/ C.D. BAER PETTIT |
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Director, President and Chief Operating Officer |
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March 8, 2024 |
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C.D. Baer Pettit
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| /S/ SANDY C. RATTRAY |
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Director |
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March 8, 2024 |
| Sandy C. Rattray |
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| /S/ LINDA H. RIEFLER |
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Director |
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March 8, 2024 |
|
Linda H. Riefler |
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| /S/ MARCUS L. SMITH |
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Director |
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March 8, 2024 |
| Marcus L. Smith |
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| /S/ RAJAT TANEJA |
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Director |
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March 8, 2024 |
| Rajat Taneja |
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| /S/ PAULA VOLENT |
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Director |
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March 8, 2024 |
| Paula Volent |
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Exhibits 5.1 and 23.2
OPINION OF DAVIS POLK & WARDWELL LLP
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draft |
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Davis Polk & Wardwell llp
450 Lexington Avenue
New York, NY 10017
davispolk.com |
|
|
MSCI Inc.
7 World Trade Center
250 Greenwich Street, 49th Floor
New York, NY 10007
Ladies and Gentlemen:
MSCI Inc., a Delaware corporation (the “Company”),
is filing with the Securities and Exchange Commission a Registration Statement on Form S-3 (the “Registration Statement”)
for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), (a) shares of common stock,
par value $0.01 per share (the “Common Stock”) of the Company; (b) shares of preferred stock, par value $0.01 per share (the
“Preferred Stock”) of the Company; (c) the Company’s senior debt securities and subordinated debt securities (collectively,
the “Debt Securities”), which may be issued pursuant to a senior debt indenture, between the Company and a designated trustee
(the “Senior Debt Trustee”) (the “Senior Debt Indenture”) and a subordinated debt indenture between the Company
and a designated trustee (the “Subordinated Debt Trustee” and, together with the Senior Debt Trustee, the “Trustees”)
(the “Subordinated Debt Indenture,” and together with the Senior Debt Indenture, the “Indentures”); (d) warrants
of the Company (the “Warrants”), which may be issued under one or more warrant agreements between the Company and a designated
warrant agent (the “Warrant Agent”) (each such warrant agreement, a “Warrant Agreement”); (e) purchase contracts
(the “Purchase Contracts”) which may be issued under one or more purchase contract agreements (each, a “Purchase Contract
Agreement”) to be entered into between the Company and the purchase contract agent to be named therein (the “Purchase Contract
Agent”); and (f) units (the “Units”) to be issued under one or more unit agreements to be entered into among the Company,
a bank or trust company, as unit agent (the “Unit Agent”), and the holders from time to time of the Units (each such unit
agreement, a “Unit Agreement”).
We, as your counsel, have examined originals or
copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable
for the purpose of rendering this opinion.
In rendering the opinions expressed herein, we have,
without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete,
(ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all documents filed as exhibits to the Registration
Statement that have not been executed will conform to the forms thereof, (iv) all signatures on all documents that we reviewed are genuine,
(v) all natural persons executing documents had and have the legal capacity to do so, (vi) all statements in certificates of public officials
and officers of the Company that we reviewed were and are accurate and (vii) all representations made by the Company as to matters of
fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional
assumptions and qualifications set forth below, we advise you that, in our opinion:
| 1. | When the necessary corporate action on the part of the Company has been taken to authorize the issuance and sale of such shares of
Common Stock proposed to be sold by the Company, and when such shares of Common Stock are issued and delivered in accordance with the
applicable underwriting or other agreement against payment therefor (in excess of par value thereof) or upon conversion or exercise of
any security offered under the Registration Statement (the “Offered Security”), in accordance with the terms of such Offered
Security or the instrument governing such Offered Security providing for such conversion or exercise as approved by the Board of Directors
of the Company, for the consideration approved by such Board of Directors (which consideration is not less than the par value of the Common
Stock), such shares of Common Stock will be validly issued, fully-paid and non-assessable. |
| 2. | Upon designation of the relative rights, preferences and limitations of any series of Preferred Stock by the Board of Directors of
the Company and the proper filing with the Secretary of State of the State of Delaware of a Certificate of Designation relating to such
series of Preferred Stock, all necessary corporate action on the part of the Company will have been taken to authorize the issuance and
sale of such series of Preferred Stock proposed to be sold by the Company, and when such shares of Preferred Stock are issued and delivered
in accordance with the applicable underwriting or other agreement against payment therefor (in excess of par value thereof), such shares
of Preferred Stock will be validly issued, fully paid and non-assessable. |
| 3. | When the Indentures and any supplemental indenture to be entered into in connection with the issuance of any Debt Securities have
been duly authorized, executed and delivered by the Trustees and the Company; the specific terms of a particular series of Debt Securities
have been duly authorized and established in accordance with the Indenture; and such Debt Securities have been duly authorized, executed,
authenticated, issued and delivered in accordance with the Indenture and the applicable underwriting or other agreement against payment
therefor, such Debt Securities will constitute valid and binding obligations of the Company, enforceable in accordance with their terms,
subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness
and equitable principles of general applicability, provided that we express no opinion as to (y) the effect of fraudulent conveyance,
fraudulent transfer or similar provision of applicable law on the conclusions expressed above or (z) the validity, legally binding effect
or enforceability of any provision that permits holders to collect any portion of stated principal amount upon acceleration of the Debt
Securities to the extent determined to constitute unearned interest. |
| 4. | When the Warrant Agreement to be entered into in connection with the issuance of any Warrants has been duly authorized, executed and
delivered by the Warrant Agent and the Company; the specific terms of the Warrants have been duly authorized and established in accordance
with the Warrant Agreement; and such Warrants have been duly authorized, executed, issued and delivered in accordance with the Warrant
Agreement and the applicable underwriting or other agreement against payment therefor, such Warrants will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability. |
| 5. | When the Purchase Contract Agreement to be entered into in connection with the issuance of any Purchase Contracts has been duly authorized,
executed and delivered by the Purchase Contract Agent and the Company; the specific terms of the Purchase Contracts have been duly authorized
and established in accordance with the Purchase Contract Agreement; and such Purchase Contracts have been duly authorized, executed, issued
and delivered in accordance with the Purchase Contract Agreement and the applicable underwriting or other agreement against payment therefor,
such Purchase Contracts will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject
to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable
principles of general applicability. |
| 6. | When the Unit Agreement to be entered into in connection with the issuance of any Units has been duly authorized, executed and delivered
by the Unit Agent and the Company; the specific terms of the Units have been duly authorized and established in accordance with the Unit
Agreement; and such Units have been duly authorized, executed, issued and delivered in accordance with the Unit Agreement and the applicable
underwriting or other agreement against payment therefor, such Units will constitute valid and binding obligations of the Company, enforceable
in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally,
concepts of reasonableness and equitable principles of general applicability. |
In connection with the opinions expressed above,
we have assumed that, at or prior to the time of the delivery of any such security, (i) the Board of Directors of the Company shall have
duly established the terms of such security and duly authorized the issuance and sale of such security and such authorization shall not
have been modified or rescinded; (ii) the Company shall remain validly existing as a corporation in good standing under the laws of the
State of Delaware; (iii) the Registration Statement shall have become effective and such effectiveness shall not have been terminated
or rescinded; (iv) the Indentures, the Debt Securities, the Warrant Agreement, the Purchase Contract Agreement and the Unit Agreement
are each valid, binding and enforceable agreements of each party thereto (other than as expressly covered above in respect of the Company);
and (v) there shall not have occurred any change in law affecting the validity or enforceability of such security. We have also assumed
that (i) the terms of any security whose terms are established subsequent to the date hereof and the issuance, execution, delivery and
performance by the Company of any such security (a) require no action by or in respect of, or filing with, any governmental body, agency
or official and (b) do not contravene, or constitute a default under, any provision of applicable law or public policy or regulation or
any judgment, injunction, order or decree or any agreement or other instrument binding upon the Company and (ii) any Warrant Agreement,
Purchase Contract Agreement and Unit Agreement will be governed by the laws of the State of New York.
We are members of the Bar of the State of New York
and the foregoing opinion is limited to the laws of the State of New York and the General Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion
as an exhibit to the Registration Statement referred to above and further consent to the reference to our name under the caption “Validity
of the Securities” in the prospectus, which is a part of the Registration Statement. In giving this consent, we do not admit that
we are in the category of persons whose consent is required under Section 7 of the Securities Act.
Very truly
yours,
/s/ Davis Polk & Wardwell LLP
EXHIBIT 23.1
CONSENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation
by reference in this Registration Statement on Form S-3 of MSCI Inc. of our report dated February 9, 2024 relating to the financial statements
and the effectiveness of internal control over financial reporting, which appears in MSCI Inc.'s Annual Report on Form 10-K for the year
ended December 31, 2023. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
New York, New York
March 8, 2024
Exhibit 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
MSCI Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward
Securities
| |
Security
Type |
Security
Class
Title |
Fee
Calculation
or Carry
Forward
Rule |
Amount
Registered (1) |
Proposed
Maximum
Offering
Price Per
Unit(1) |
Maximum
Aggregate
Offering
Price(1) |
Fee
Rate(2) |
Amount of
Registration
Fee(2) |
Carry
Forward
Form
Type |
Carry
Forward
File
Number |
Carry
Forward
Initial
Effective
Date |
Filing Fee
Previously
Paid In
Connection
with Unsold
Securities to
be Carried
Forward |
| Newly Registered Securities |
|
Fees to Be
Paid |
Equity |
Common Stock, par value $0.01 per share |
Rule 456(b) and
Rule 457(r) (2) |
|
|
|
|
|
|
|
|
|
| |
Equity |
Preferred Stock, par value $0.01 per share |
Rule 456(b) and
Rule 457(r) (2) |
|
|
|
|
|
|
|
|
|
| |
Debt |
Debt Securities |
Rule 456(b) and
Rule 457(r) (2) |
|
|
|
|
|
|
|
|
|
| |
Other |
Warrants |
Rule 456(b) and
Rule 457(r) (2) |
|
|
|
|
|
|
|
|
|
| |
Other |
Purchase Contracts |
Rule 456(b) and
Rule 457(r) (2) |
|
|
|
|
|
|
|
|
|
| |
Other |
Units |
Rule 456(b) and
Rule 457(r) (2) |
|
|
|
|
|
|
|
|
|
|
Fees
Previously
Paid |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
N/A |
|
|
|
|
| Carry Forward Securities |
|
Carry
Forward
Securities |
N/A |
N/A |
N/A |
N/A |
|
N/A |
|
|
N/A |
N/A |
N/A |
N/A |
| |
Total Offering Amounts |
|
N/A |
|
N/A |
|
|
|
|
| |
Total Fees Previously Paid |
|
|
|
N/A |
|
|
|
|
| |
Total Fee Offsets |
|
|
|
N/A |
|
|
|
|
| |
Net Fee Due |
|
|
|
N/A |
|
|
|
|
(1) An indeterminate aggregate initial offering price and
number or amount of the securities of each identified class is being registered as may from time to time be issued at indeterminate prices
pursuant to this Registration Statement.
(2) In accordance with Rules 456(b) and 457(r) under the
Securities Act of 1933, as amended, MSCI Inc. (“MSCI”) is deferring payment of all of the registration fee. Registration fees
will be paid subsequently on a “pay as you go” basis. MSCI will calculate the registration fee applicable to an offer of securities
pursuant to this Registration Statement based on the fee payment rate in effect on the date of such fee payment.
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