Item 8.01 Other Events.
Commencement of Senior Notes Offering
On November 18, 2019, MSCI Inc. (the "Registrant") issued a press release
announcing the proposed issuance of $250.0 million aggregate principal amount of
senior unsecured notes due 2029 (the "notes") in a private offering that is
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"). The notes will constitute a further issuance of,
be fully fungible with, rank equally with and form a single series with the
$500.0 million aggregate principal amount of the 4.000% senior notes due 2029
issued on November 7, 2019. The press release is filed as Exhibit 99.1 hereto
and is incorporated by reference.
The notes are being offered only to (i) persons reasonably believed to be
qualified institutional buyers in reliance on Rule 144A under the Securities Act
and (ii) certain non-U.S. persons outside the United States pursuant to
Regulation S under the Securities Act. The notes have not been registered under
the Securities Act or any state securities laws and therefore may not be offered
or sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act and applicable state
securities laws. This report does not constitute an offer to sell or the
solicitation of an offer to buy the notes, nor shall it constitute an offer,
solicitation or sale in any jurisdiction in which such offer, solicitation or
sale is unlawful.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
Exhibit 99.1 Press Release, dated November 18, 2019, titled "MSCI Launches
Private Offering of $250 Million Senior Notes Due 2029."
Exhibit 104 Cover Page Interactive Data File (embedded in the cover page
formatted in Inline XBRL).
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