IHS INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2016-07-13: Form 8-K; Period of report 2016-07-11; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure; Details 1.01.
- 2016-07-13: Form 8-K; Period of report 2016-07-08; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; Details 2.01.
- 2016-07-11: Form 8-K; Period of report 2016-07-11; Description 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure; Details 5.07.
- 2016-06-28: Form 8-K; Period of report 2016-06-28; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2016-07-13 | 8-K | 2016-07-11 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 1.01 On July 11, 2016, IHS Inc., a Delaware corporation (“IHS”), the subsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee, entered into the First Supplemental Indenture (the “Supplemental Indenture”) implementing certain amendments to the Indenture (the “Indenture”) governing IHS’s outstanding 5.000% Senior Notes due 2022 (the “Existing IHS Notes”) following IHS’s receipt of requisite consents of the holders of the Existing IHS Notes pursuant to the consent solicitation in respect of the Existing IHS Notes that commenced on June 27, 2016 (the “Consent Solicitation”). 1.02 In connection with the consummation of the Merger, IHS and its subsidiaries repaid and terminated the term loan credit agreement, dated July 15, 2013 (as amended and restated on October 17, 2014 and as further amended thereafter), by and among IHS, as guarantor, IHS Global Inc., as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent, and the senior unsecured revolving credit agreement, dated October 17, 2014 (as further amended thereafter), by and among IHS, certain of its subsidiaries, the lenders party thereto and Bank of America, N.A., as administrative agent. 2.03 The information set forth under the headings “Guarantee of IHS Markit Ltd. Credit Agreement” and “Guarantee of MGHL Private Placement Notes” in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. | d394735d8k.htm |
| 2016-07-13 | 8-K | 2016-07-08 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 2.01 On July 12, 2016, pursuant to the terms of an Agreement and Plan of Merger, dated as of March 20, 2016 (the “Merger Agreement”), by and among IHS, Markit Ltd., a Bermuda company (“Markit”), and Marvel Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Markit (“Merger Sub”), Merger Sub merged with and into IHS, with IHS surviving such merger as an indirect wholly-owned subsidiary of Markit (the “Merger”). 3.01 In connection with the closing of the Merger, on July 12, 2016, IHS notified The New York Stock Exchange (“NYSE”) that the Merger had been completed, and requested that NYSE suspend trading of the Common Stock on NYSE and remove the Common Stock from listing on the NYSE, in each case, prior to market open on July 13, 2016. 3.03 The information set forth under Item 2.01 is incorporated herein by reference. 5.01 The information set forth under Item 2.01 is incorporated herein by reference. 5.02 Upon completion of the Merger, the following individuals became the directors of IHS: Stephen Green, Todd Hyatt, Sari Granat and Jeff Gooch. 5.03 In connection with the consummation of the Merger and in accordance with the terms of the Merger Agreement as described in Item 2.01, effective as of July 12, 2016, each of IHS’s amended and restated certificate of incorporation and bylaws, as in effect immediately prior to the Merger, were amended and restated to be in the forms attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference. | d221297d8k.htm |
| 2016-07-11 | 8-K | 2016-07-11 | 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure | 5.07 On July 11, 2016, IHS Inc. (“IHS”) convened a special meeting of stockholders (the “IHS special meeting”) at which holders of IHS Class A common stock, par value $0.01 per share, approved each of the proposals (collectively, the “IHS Proposals”) relating to the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated March 20, 2016, by and among IHS, Markit Ltd., a Bermuda company (“Markit”) and Marvel Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Markit. | d224882d8k.htm |
| 2016-06-28 | 8-K | 2016-06-28 | 2.02 Results of Operations and Financial Condition | 2.02 On June 28, 2016, IHS Inc., a Delaware corporation ("IHS" or "we" or "us" or "our"), issued a media release announcing earnings for the second quarter ended May 31, 2016. | q2-16earningsrelease.htm |
| 2016-06-27 | 8-K | 2016-06-27 | 7.01 Regulation FD Disclosure | 7.01 In connection with (i) an offer to exchange (the “Exchange Offer”) currently outstanding 5.000% Senior Notes due 2022 (the “Existing IHS Notes”) issued by IHS Inc., a Delaware corporation (“IHS”), for new 5.000% Senior Notes due 2022 (the “New IHS Markit Notes”) to be issued by IHS Markit Ltd. (“IHS Markit”) and cash and (ii) a related solicitation of consents to amend the indenture governing the Existing IHS Notes, IHS is disclosing under this Item 7.01 of this Current Report on Form 8-K the information below and included in Exhibit 99.1, which is incorporated herein by reference. | dp66717_8k.htm |
| 2016-06-07 | 8-K | 2016-06-07 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On June 7, 2016, IHS Inc., a Delaware corporation (“IHS” or “we” or “us” or “our”) issued a media release announcing we would release our financial results for the second quarter of fiscal year 2016 on Tuesday, June 28, 2016, before the open of market on a conference call and would offer a replay of the earnings webcast following the call. 8.01 On June 7, 2016, IHS issued a media release in connection with the announcement of the financial results for the second quarter of fiscal year 2016. | d206432d8k.htm |
| 2016-05-16 | 8-K | 2016-05-16 | 7.01 Regulation FD Disclosure | 7.01 On May 16, 2016, IHS Inc., a Delaware corporation ("IHS" or "we" or "us" or "our"), issued a media release to publicly reaffirm our previously announced financial guidance for fiscal year 2016. | a8k_reaffirmguidancex05162.htm |
| 2016-04-11 | 8-K | 2016-04-06 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On April 6, 2016, IHS Inc. (the “Company” or “we” or “us” or “our”) held its Annual Meeting of Stockholders in Englewood, Colorado. | a8k-2016annualshareholderm.htm |
| 2016-04-05 | 8-K | 2016-04-05 | 8.01 Other Events | 8.01 “IHS and Markit, together with their respective advisors, have conducted a preliminary review of the new U.S. Treasury rules released late yesterday, and we expect that the new rules would not result in the IHS Markit merger-of-equals transaction being subject to U.S. Code 7874. | d318904d8k.htm |
| 2016-03-21 | 8-K | 2016-02-20 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On March 21, 2016, IHS made available (i) a Transaction Website, a screenshot of which is attached, (ii) IHS FAQs for Employees and Colleagues, (iii) Memo to Colleagues, (iv) IHS FAQs for Customers, (v) Q1 Colleague Video Transcript, and (vi) the Joint CEO Presentation Transcript, in each case, in connection with the Merger. | d157807d8k.htm |
| 2016-03-21 | 8-K | 2016-03-20 | 8.01 Other Events | 8.01 On March 21, 2016, IHS Inc., a Delaware corporation (“IHS”), Markit Ltd., a Bermuda company (“Markit”), and Marvel Merger Sub, Inc., a Delaware corporation and an indirect and wholly-owned subsidiary of Markit (“Merger Sub”), announced that they entered into an Agreement and Plan of Merger, dated as of March 20, 2016 (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into IHS, with IHS surviving such merger as an indirect, wholly-owned subsidiary of Markit (the “Merger”), and IHS and Markit jointly issued a press release regarding the Merger. | d140089d8k.htm |
| 2016-03-21 | 8-K | 2016-03-21 | 2.02 Results of Operations and Financial Condition | 2.02 On March 21, 2016, IHS Inc., a Delaware corporation (“IHS” or “we” or “us” or “our”), issued a media release announcing earnings for the first quarter ended February 29, 2016. | d164917d8k.htm |
| 2016-02-11 | 8-K | 2016-02-10 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.01 On February 10, 2016, IHS Global Inc. completed its previously announced acquisition of OPIS, an internationally referenced pricing reporting agency that serves the oil, natural gas and biofuels industries, pursuant to the Membership Interest Purchase Agreement (the “Agreement”) dated as of January 8, 2016 with UCG Holdings Limited Partnership, as seller. 2.03 The information set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03. 7.01 On February 11, 2016, IHS issued a media release announcing completion of its acquisition of OPIS, which is furnished as Exhibit 99.1 to this current report on Form 8-K. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing. | d125676d8k.htm |
| 2016-01-12 | 8-K | 2016-01-12 | 2.02 Results of Operations and Financial Condition | 2.02 IHS Inc. ("IHS" or "we" or "us" or "our") is furnishing supplemental historical segment revenue information by transaction type. | a8-ksupplemental1x12x16.htm |
| 2016-01-12 | 8-K | 2016-01-12 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On January 12, 2016, IHS Inc., a Delaware corporation ("IHS" or "we" or "us" or "our"), issued a media release announcing earnings for the fourth quarter and fiscal year ended November 30, 2015. 7.01 The supplemental information furnished by IHS and posted to its website as described above under Item 2.02 is hereby incorporated by reference into this Item 7.01. | q4-15earningsrelease.htm |
| 2016-01-11 | 8-K | 2016-01-08 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 On January 8, 2016, IHS Global Inc., a wholly owned subsidiary of IHS Inc. (“IHS” or “we” or “us” or “our”) entered into a Membership Interest Purchase Agreement (the “Agreement”) with UCG Holdings Limited Partnership for the purchase of all of the outstanding limited liability company interests of Oil Price Information Service, LLC, a Maryland limited liability company (“OPIS”), an internationally referenced pricing reporting agency that serves the oil, natural gas and biofuels industries. 7.01 On January 11, 2016, IHS issued a media release announcing the proposed acquisition of OPIS, which is furnished as Exhibit 99.1 to this current report on Form 8-K. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing. | d112224d8k.htm |