NEW YORK--(BUSINESS WIRE)--
Moody's Corporation (“Moody’s”) (NYSE:MCO) announced its offer to
exchange certain of its outstanding unregistered notes for new
registered notes in accordance with the terms of its registration rights
agreement with existing holders of those notes.
Under the exchange offer, Moody’s is offering to exchange (the “Exchange
Offer”) up to $500,000,000 aggregate principal amount of its new 2.625%
Senior Notes due 2023 and $500,000,000 aggregate principal amount of its
new 3.250% Senior Notes due 2028, registered under the Securities Act of
1933 (the “Exchange Notes”) for a like principal amount of its
outstanding 2.625% Senior Notes due 2023 and 3.250% Senior Notes due
2028 issued on June 12, 2017.
The Exchange Offer will expire at 5:00 p.m., Eastern time, on April 13,
2018, unless extended (such date and time, as may be extended, the
“Expiration Date”). The Exchange Offer is made only pursuant to the
terms and conditions included in the prospectus dated March 16, 2018,
and the related letter of transmittal, which form a part of the
registration statement on Form S-4 that Moody’s has filed with the
Securities and Exchange Commission. Moody’s has not authorized any
person to provide information other than as set forth in the prospectus.
ADDITIONAL INFORMATION
Copies of the prospectus and transmittal materials governing the
Exchange Offer can be obtained from the exchange agent, Wells Fargo
Bank, National Association, by faxing a request to (612) 667-6282 or by
writing via registered and certified mail, overnight courier, regular
mail or hand delivery to Wells Fargo Bank, National Association, 600
South Fourth Street, Minneapolis, MN 55402, Attn: Steve Smith.
This press release is not an offer to sell or a solicitation of an offer
to buy any of the securities described in this press release. These
securities will not be sold in any state or other jurisdiction where any
offer, solicitation or sale would be unlawful before registration or
qualification under the securities laws of any state or other
jurisdiction.
ABOUT MOODY’S CORPORATION
Moody's is an essential component of the global capital markets,
providing credit ratings, research, tools and analysis that contribute
to transparent and integrated financial markets. Moody’s Corporation
(NYSE: MCO) is the parent company of Moody's Investors Service, which
provides credit ratings and research covering debt instruments and
securities, and Moody's Analytics, which offers leading-edge software,
advisory services and research for credit and economic analysis and
financial risk management. The corporation, which reported revenue of
$4.2 billion in 2017, employs approximately 11,900 people worldwide and
maintains a presence in 41 countries. Further information is available
at www.moodys.com.
CAUTIONARY STATEMENT
Certain statements contained in this release are forward-looking
statements and are based on future expectations, plans and prospects for
Moody’s business and operations that involve a number of risks and
uncertainties. The forward-looking statements in this release are made
as of the date hereof, and Moody’s disclaims any duty to supplement,
update or revise such statements on a going-forward basis, whether as a
result of subsequent developments, changed expectations or otherwise. In
connection with the “safe harbor” provisions of the Private Securities
Litigation Reform Act of 1995, Moody’s is identifying certain factors
that could cause actual results to differ, perhaps materially, from
those indicated by these forward-looking statements. Those factors,
risks and uncertainties include, but are not limited to, world-wide
credit market disruptions or an economic slowdown, which could affect
the volume of debt and other securities issued in domestic and/or global
capital markets; other matters that could affect the volume of debt and
other securities issued in domestic and/or global capital markets,
including regulation, credit quality concerns, changes in interest rates
and other volatility in the financial markets such as that due to the
U.K.’s referendum vote whereby the U.K. citizens voted to withdraw from
the EU; the level of merger and acquisition activity in the U.S. and
abroad; the uncertain effectiveness and possible collateral consequences
of U.S. and foreign government actions affecting world-wide credit
markets, international trade and economic policy; concerns in the
marketplace affecting our credibility or otherwise affecting market
perceptions of the integrity or utility of independent credit agency
ratings; the introduction of competing products or technologies by other
companies; pricing pressure from competitors and/or customers; the level
of success of new product development and global expansion; the impact
of regulation as an NRSRO, the potential for new U.S., state and local
legislation and regulations, including provisions in the Financial
Reform Act and regulations resulting from that Act; the potential for
increased competition and regulation in the EU and other foreign
jurisdictions; exposure to litigation related to our rating opinions, as
well as any other litigation, government and regulatory proceedings,
investigations and inquires to which the Company may be subject from
time to time; provisions in the Financial Reform Act legislation
modifying the pleading standards, and EU regulations modifying the
liability standards, applicable to credit rating agencies in a manner
adverse to credit rating agencies; provisions of EU regulations imposing
additional procedural and substantive requirements on the pricing of
services and the expansion of supervisory remit to include non-EU
ratings used for regulatory purposes; the possible loss of key
employees; failures or malfunctions of our operations and
infrastructure; any vulnerabilities to cyber threats or other
cybersecurity concerns; the outcome of any review by controlling tax
authorities of the Company’s global tax planning initiatives; exposure
to potential criminal sanctions or civil remedies if the Company fails
to comply with foreign and U.S. laws and regulations that are applicable
in the jurisdictions in which the Company operates, including sanctions
laws, anti-corruption laws, and local laws prohibiting corrupt payments
to government officials; the impact of mergers, acquisitions or other
business combinations and the ability of the Company to successfully
integrate acquired businesses; currency and foreign exchange volatility;
the level of future cash flows; the levels of capital investments; and a
decline in the demand for credit risk management tools by financial
institutions. Other factors, risks and uncertainties relating to our
acquisition of Bureau van Dijk could cause our actual results to differ,
perhaps materially, from those indicated by these forward-looking
statements, including risks relating to the integration of Bureau van
Dijk’s operations, products and employees into Moody’s and the
possibility that anticipated synergies and other benefits of the
acquisition will not be realized in the amounts anticipated or will not
be realized within the expected timeframe; risks that the acquisition
could have an adverse effect on the business of Bureau van Dijk or its
prospects, including, without limitation, on relationships with vendors,
suppliers or customers; claims made, from time to time, by vendors,
suppliers or customers; changes in the European or global marketplaces
that have an adverse effect on the business of Bureau van Dijk. These
factors, risks and uncertainties as well as other risks and
uncertainties that could cause Moody’s actual results to differ
materially from those contemplated, expressed, projected, anticipated or
implied in the forward-looking statements are described in greater
detail under “Risk Factors” in Part I, Item 1A of the Company’s annual
report on Form 10-K for the year ended December 31, 2017, and in other
filings made by the Company from time to time with the SEC or in
materials incorporated herein or therein. Stockholders and investors are
cautioned that the occurrence of any of these factors, risks and
uncertainties may cause the Company’s actual results to differ
materially from those contemplated, expressed, projected, anticipated or
implied in the forward-looking statements, which could have a material
and adverse effect on the Company’s business, results of operations and
financial condition. New factors may emerge from time to time, and it is
not possible for the Company to predict new factors, nor can the Company
assess the potential effect of any new factors on it.
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Source: Moody’s Corporation Investor Relations