IHS MARKIT LTD. Item 1.02. Termination of a Material Definitive Agreement.
In connection with the consummation of the Merger, on
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in the Introduction is incorporated herein by reference into this Item 2.01.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth in Item 2.01 is incorporated by reference into this Item 3.01.
In connection with the consummation of the Merger,
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 2.01, Item 3.01, Item 5.01, Item 5.02 and Item 5.03 is incorporated by reference into this Item 3.03.
At the Effective Time, each holder of IHS Markit Common Shares immediately prior
to the Effective Time ceased to have any rights as a shareholder of
Item 5.01. Changes in Control of Registrant.
The information set forth in Item 2.01, Item 3.01, Item 3.03, Item 5.02 and Item 5.03 is incorporated by reference into this Item 5.01.
As a result of the Merger, a change in control of
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As of the Effective Time, in accordance with the Merger Agreement, all of the
directors of
In connection with the Merger,
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in Item 2.01, Item 3.03, Item 5.01 and Item 5.02 is incorporated by reference into this Item 5.03.
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As of the Effective Time, the bye-laws of
In connection with the Merger,
Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
In connection with the Merger,
The foregoing description of the Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Code, which can be found on the Corporate Governance section of S&P Global's Investor Relations website at http://investor.spglobal.com (which website, for the avoidance of doubt, is not incorporated herein by reference).
Item 8.01. Other Events.
On
As a condition of securing regulatory approval for the merger, S&P Global and
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1 Agreement and Plan of Merger by and among S&P Global Inc., Sapphire
Subsidiary, Ltd. , and IHS Markit Ltd. dated as of November 29, 2020
(incorporated by reference to Exhibit 2.1 of the IHS Markit Ltd.
Current Report on Form 8-K (file no. 001-36495) filed on December 1,
2020 )
2.2 Amendment No. 1 to Agreement and Plan of Merger by and among S&P
Global Inc., Sapphire Subsidiary, Ltd. , and IHS Markit Ltd. dated as
of January 20, 2021 (incorporated by reference to Exhibit 2.4 of the
IHS Markit Ltd. Annual Report on Form 10-K for the year ended
November 30, 2020 (file no. 001-36495), filed on January 22, 2021 )
3.1 Amended and Restated Bye-laws of IHS Markit Ltd. , dated February 28,
2022
99.1 Joint Press Release, dated February 28, 2022
104 Cover Page Interactive Data File (embedded within Inline XBRL
document)
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