8-K debt pricing 10.21.2014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 21, 2014
Commission file number 001-32511
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IHS INC.
(Exact name of registrant as specified in its charter)
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Delaware (State or Other Jurisdiction of Incorporation or Organization) | | 13‑3769440 (I.R.S. Employer Identification Number) |
15 Inverness Way East
Englewood, CO 80112
(Address of principal executive offices)
(303) 790‑0600
(Registrant's telephone number, including area code)
Former name or former address, if changed since last report: Not Applicable
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On October 21, 2014, IHS Inc., a Delaware Corporation (the “Company”), announced the pricing of its offering of $750 million in aggregate principal amount of senior notes due 2022 (the “Notes”) (which represents an upsizing of $250 million) in a private placement transaction pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The offering is expected to close on October 28, 2014, subject to customary closing conditions.
The Notes will bear interest at a rate of 5.00% and will pay interest semi-annually in cash in arrears on May 1 and November 1 of each year, beginning on May 1, 2015. The Notes will mature on November 1, 2022. The Company intends to use the net proceeds from the offering of the Notes to, together with cash on hand, repay all amounts outstanding under its
existing $250 million unsecured term loan and to repay a portion of the $850 million of outstanding borrowings under its new $1.3 billion senior unsecured revolving facility. Following consummation of the offering of the Notes and use of proceeds therefrom, the Company expects to have approximately $1.8 billion of indebtedness outstanding.
The Notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements thereunder. Pursuant to Rule 135c of the Securities Act, the Company is filing herewith the press release dated October 21, 2014.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release dated October 21, 2014, announcing the pricing of the Notes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| IHS INC. |
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October 21, 2014 | By: | /s/ Stephen Green |
| | Stephen Green |
| | Executive Vice President, Legal and Corporate Secretary |