SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
| Date of report (Date of earliest event reported): May 20, 2015 | ||
| McGRAW HILL FINANCIAL, INC. | ||
| (Exact Name of Registrant as Specified in Charter) | ||
| New York | ||
| (State or Other Jurisdiction of Incorporation) | ||
| 1-1023 | 13-1026995 | |
| (Commission File Number) | (IRS Employer Identification No.) | |
| 1221 Avenue of the Americas New York, New York |
10020 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| (212) 512-2000 | ||
| Registrant’s telephone number, including area code: | ||
| n/a | ||
| (Former Name or Former Address, if Changed Since Last Report) | ||
|
| ||
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 (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure
McGraw Hill Financial, Inc. (the “Company”) today announced the pricing of an offering of $700 million 4.00% senior notes due 2025, which will result in approximately an incremental $18 million of pretax interest expense for full-year 2015. Adjusted diluted earnings per share guidance for 2015 remains $4.35 to $4.45.
Forward-Looking Statements: The Company’s expectations about guidance described above are “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in our forward-looking statements include, among other things:
| · | the rapidly evolving regulatory environment, in the United States and abroad, affecting Standard& Poor’s Ratings Services, Platts, S&P Dow Jones Indices, S&P Capital IQ and our other businesses, including new and amended regulations and our compliance therewith; |
| · | the outcome of litigation, government and regulatory proceedings, investigations and inquiries; |
| · | worldwide economic, financial, political and regulatory conditions; |
| · | the health of debt and equity markets, including credit quality and spreads, the level of liquidity and future debt issuances; |
| · | the level of interest rates and the strength of the credit and capital markets in the U.S. and abroad; |
| · | the demand and market for credit ratings in and across the sectors and geographies where we operate; |
| · | concerns in the marketplace affecting our credibility or otherwise affecting market perceptions of the integrity or utility of independent credit agency ratings; |
| · | our ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, and the potential of a system or network disruption that results in regulatory penalties, remedial costs and/or improper disclosure of confidential information or data; |
| · | the effect of competitive products and pricing; |
| · | consolidation in our end-customer market; |
| · | the impact of cost-cutting pressures across the financial services industry; |
| · | a decline in the demand for credit risk management tools by financial institutions; |
| · | the level of success of new product development and global expansion; |
| · | the level of merger and acquisition activity in the U.S. and abroad; |
| · | the volatility of the energy marketplace; |
| · | the health of the commodities markets; |
| · | the impact of cost-cutting pressures and reduced trading in oil and other commodities markets; |
| · | the level of our future cash flows; |
| · | our ability to make acquisitions and dispositions and to integrate, and realize expected synergies, savings or benefits from, the businesses we acquire; |
| · | the level of our capital investments; |
| · | the level of restructuring charges we incur; |
| · | the strength and performance of the domestic and international automotive markets; |
| · | our ability to successfully recover should we experience a disaster or other business continuity problem, such as a hurricane, flood, earthquake, terrorist attack, pandemic, security breach, cyber attack, power loss, telecommunications failure or other natural or man-made disaster; |
| · | changes in applicable tax or accounting requirements; |
| · | the impact on our net income caused by fluctuations in foreign currency exchange issues; and |
| · | our exposure to potential criminal sanctions or civil remedies if we fail to comply with foreign and U.S. laws and regulations that are applicable in the domestic and international jurisdictions in which we operate, including sanctions laws relating to countries such as Iran, Russia, Cuba, Sudan and Syria, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, local laws prohibiting corrupt payments to government officials, as well as import and export restrictions. |
The factors above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Accordingly, we caution readers not to place undue reliance on the above forward-looking statements, which speak only as of the date of this report. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date of this report. Further information about our businesses, including information about factors that could materially affect our results of operations and financial condition, is contained in the Company’s filings with the SEC, including Item 1a, Risk Factors, in our most recently filed Annual Report on Form 10-K.
Pursuant to general instruction B.2 to Form 8-K, the information furnished pursuant to this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Form 8-K shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
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 hereunto duly authorized.
| Date: | May 20, 2015 | By: | /s/ Scott L. Bennett | ||
| Name: | Scott L. Bennett | ||||
| Title: | Senior Vice President, Associate General Counsel and Secretary | ||||