UNITED STATES

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): July 24, 2015

McGRAW HILL FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

55 Water Street, New York, New York 10041

(Address of principal executive offices) (Zip Code)

(212) 438-2000

(Registrant’s telephone number, including area code)

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:

On July 24, 2015, McGraw Hill Financial, Inc. (“MHFI” or the “Company”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Venus Sub LLC, a wholly owned subsidiary of MHFI (“Merger Sub”), SNL Financial LC (“SNL Financial”), and New Mountain Partners III (AIV-C), L.P., solely in its capacity as the representative for SNL Financial’s unitholders. Pursuant to the terms of the Merger Agreement, Merger Sub will merge with and into SNL Financial (the “Merger”), with SNL Financial continuing as the surviving entity and a wholly owned subsidiary of the Company. The Merger Agreement provides that MHFI will pay an aggregate consideration of approximately $2.225 billion in cash to acquire SNL Financial on a cash-free, debt-free basis, subject to working capital and certain other closing adjustments.

The completion of the Merger is subject to customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. MHFI’s and Merger Sub’s obligations to consummate the Merger are not subject to a financing condition.

The Merger Agreement may be terminated under certain limited circumstances. The Merger Agreement provides that MHFI will be required to pay SNL Financial a reverse termination fee of $133.5 million under specified circumstances relating to the failure to obtain regulatory approvals required to consummate the transaction set forth in the Merger Agreement.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the actual terms of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and incorporated herein by reference. The Merger Agreement has been included to provide investors with information regarding its terms and is not intended to provide any financial or other factual information about SNL Financial or MHFI. In particular, the representations, warranties and covenants contained in the Merger Agreement (1) were made only for purposes of that agreement and as of specific dates, (2) were solely for the benefit of the parties to the Merger Agreement, (3) may be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures, (4) were made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing matters subject to representations and warranties as facts and (5) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by MHFI. Accordingly, investors should read the representations and warranties in the Merger Agreement not in isolation but only in conjunction with the other information about MHFI that is included in reports, statements and other filings it makes with the U.S. Securities and Exchange Commission.

Also on July 24, 2015, in connection with the Merger Agreement, MHFI entered into a commitment letter (the “Commitment Letter”) with Goldman Sachs Bank USA (the “Commitment Party”). The Commitment Letter provides that, on the terms and subject to the conditions set forth therein, the Commitment Party will lend up to $1.0 billion to MHFI under an unsecured bridge facility, the proceeds of which may be used to pay for the acquisition of SNL Financial and related transaction costs. The commitment is subject to various conditions, including (i) the accuracy of certain representations and warranties, (ii) the execution of satisfactory definitive documentation and (iii) other customary closing conditions for agreements of this type.

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Forward Looking Statements

This report contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this report and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in the Company’s business strategies and methods of generating revenue; the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; the Company’s effective tax rates; and the Company’s cost structure, dividend policy, cash flows or liquidity.

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 forward-looking statements include, among other things:

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The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as required by applicable law. Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the SEC, including the “Risk Factors” section in the Company’s most recently filed Annual Report on Form 10-K and any subsequently filed Quarterly Report on Form 10-Q.

(d) Exhibits

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SIGNATURE

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.

Dated: July 29, 2015

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