Attached files
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8-K - 8-K - Reis, Inc. | d638690d8k.htm |
EX-3.2 - EX-3.2 - Reis, Inc. | d638690dex32.htm |
EX-3.1 - EX-3.1 - Reis, Inc. | d638690dex31.htm |
Exhibit 99.1
Moodys and Reis Announce Successful Completion of Cash Tender Offer for Shares of Reis
NEW YORK, October 15, 2018 Moodys Corporation (NYSE:MCO) and Reis, Inc. (NASDAQ:REIS) announce today that Moodys wholly-owned subsidiary, Moodys Analytics Maryland Corp., successfully completed the previously announced tender offer to purchase all of the issued and outstanding shares of common stock of Reis at a purchase price of $23.00 per share, net to the seller in cash, without interest and less any applicable withholding taxes.
The tender offer expired at 11:59 p.m., New York City time, on October 12, 2018. The depositary for the tender offer has advised that as of the expiration of the tender offer, a total of 9,800,276 shares of common stock of Reis were validly tendered and not validly withdrawn in the tender offer (excluding shares with respect to which notices of guaranteed delivery were delivered) representing approximately 84.7% of Reiss outstanding shares of common stock. All of such shares have been accepted for payment in accordance with the terms of the tender offer.
As a result of the tender offer, Moodys now indirectly owns a sufficient number of shares in Reis to complete a short-form merger under applicable Maryland law without stockholder approval. Upon completion of the merger, all outstanding shares of common stock of Reis other than shares held by Moodys, Moodys Analytics Maryland Corp., Reis, or any of their respective wholly-owned subsidiaries will be canceled and converted into the right to receive $23 per share in cash without interest thereon and less any applicable withholding taxes. Moodys expects to complete the merger later today. In addition, in connection with the merger, the common stock of Reis will cease to be traded on the NASDAQ Stock Market.
ABOUT MOODYS CORPORATION
Moodys is an essential component of the global capital markets, providing credit ratings, research, tools and analysis that contribute to transparent and integrated financial markets. Moodys Corporation (NYSE: MCO) is the parent company of Moodys Investors Service, which provides credit ratings and research covering debt instruments and securities, and Moodys Analytics, which offers leading-edge software, advisory services and research for credit and economic analysis and financial risk management. The corporation, which reported revenue of $4.2 billion in 2017, employs approximately 12,300 people worldwide and maintains a presence in 42 countries. Further information is available at www.moodys.com.
ABOUT REIS
Reis provides commercial real estate (CRE) market information and analytical tools to real estate professionals. Reis maintains a proprietary database of information on all commercial properties in metropolitan markets and neighborhoods throughout the U.S. This information is used by CRE investors, lenders and other professionals to make informed buying, selling and financing decisions. In addition, Reis data is used by debt and equity investors to assess, quantify and manage the risks of default and loss associated with individual mortgages, properties, portfolios and real estate backed securities. Reis currently provides its information services to many of the nations leading lending institutions, equity investors, brokers and appraisers.
For more information regarding Reiss products and services, visit www.reis.com and www.reisreports.com.
Forward-Looking Statements
Certain statements contained in this release are forward-looking statements and are based on future expectations, plans and prospects for Moodys business and operations that involve a number of risks and uncertainties. The forward-looking statements and other information in this release are made as of the date hereof (except where noted otherwise), and Moodys undertakes no obligation (nor does it intend) to publicly supplement, update or revise such statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise. Moodys is identifying certain factors, risks and uncertainties that could cause actual results to differ, perhaps materially, from those indicated by these forward-looking statements. Those factors, risks and uncertainties include, but are not limited to, credit market disruptions or economic slowdowns, which could affect the volume of debt and other securities issued in domestic and/or global capital markets; other matters that could affect the volume of debt and other securities issued in domestic and/or global capital markets, including regulation, credit quality concerns, changes in interest rates and other volatility in the financial markets such as that due to the U.K.s
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referendum vote whereby the U.K. citizens voted to withdraw from the EU; the level of merger and acquisition activity in the U.S. and abroad; the uncertain effectiveness and possible collateral consequences of U.S. and foreign government actions affecting world-wide credit markets, international trade and economic policy; concerns in the marketplace affecting our credibility or otherwise affecting market perceptions of the integrity or utility of independent credit agency ratings; the introduction of competing products or technologies by other companies; pricing pressure from competitors and/or customers; the level of success of new product development and global expansion; the impact of regulation as an NRSRO, the potential for new U.S., state and local legislation and regulations, including provisions in the Financial Reform Act and regulations resulting from that Act; the potential for increased competition and regulation in the EU and other foreign jurisdictions; exposure to litigation related to our rating opinions, as well as any other litigation, government and regulatory proceedings, investigations and inquires to which Moodys may be subject from time to time; provisions in the Financial Reform Act legislation modifying the pleading standards, and EU regulations modifying the liability standards, applicable to credit rating agencies in a manner adverse to credit rating agencies; provisions of EU regulations imposing additional procedural and substantive requirements on the pricing of services and the expansion of supervisory remit to include non-EU ratings used for regulatory purposes; the possible loss of key employees; failures or malfunctions of our operations and infrastructure; any vulnerabilities to cyber threats or other cybersecurity concerns; the outcome of any review by controlling tax authorities of Moodys global tax planning initiatives; exposure to potential criminal sanctions or civil remedies if Moodys fails to comply with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which Moodys operates, including data protection and privacy laws, sanctions laws, anti-corruption laws, and local laws prohibiting corrupt payments to government officials; the impact of mergers, acquisitions or other business combinations and the ability of Moodys to successfully integrate acquired businesses; currency and foreign exchange volatility; the level of future cash flows; the levels of capital investments; and a decline in the demand for credit risk management tools by financial institutions. Other factors, risks and uncertainties relating to our acquisition of Reis could cause our actual results to differ materially from those indicated by these forward-looking statements, including difficulties or unanticipated expenses in connection with integrating Reiss operations, products and employees into Moodys and the possibility that anticipated synergies and other benefits of the acquisition will not be realized in the amounts anticipated or will not be realized within the expected timeframe; risks that the acquisition could have an adverse effect on the business of Reis or its prospects, including, without limitation, on relationships with vendors, suppliers or customers; claims made, from time to time, by vendors, suppliers or customers; changes in the global marketplace that have an adverse effect on the business of Reis; and the accuracy of any assumptions underlying any of the foregoing. These factors, risks and uncertainties as well as other risks and uncertainties that could cause Moodys actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements are described in greater detail under Risk Factors in Part I, Item 1A of the Moodys annual report on Form 10-K for the year ended December 31, 2017, the tender offer documents previously filed with the SEC by Moodys and its acquisition subsidiary Moodys Analytics Maryland Corp, as amended, the solicitation/recommendation statement on Schedule 14D-9 previously filed by Reis, as amended, and other filings made by Moodys from time to time with the SEC or materials incorporated herein or therein. Stockholders and investors are cautioned that the occurrence of any of these factors, risks and uncertainties may cause Moodys actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements, which could have a material and adverse effect on Moodys business, results of operations and financial condition. New factors may emerge from time to time, and it is not possible for Moodys to predict new factors, nor can Moodys assess the potential effect of any new factors on it.
For Moodys
Dorian Hare, 1 212-553-1349
Vice President, Investor Relations
dorian.hare@moodys.com
or
Michael Adler, 1 212-553-4667
Senior Vice President, Corporate Communications
michael.adler@moodys.com
For Reis
Mark P. Cantaluppi, 1 212-921-1122
Vice President, Chief Financial Officer
mark.cantaluppi@reis.com
or
Ian Corydon, 1-310-571-9988
Hayden IR
ian@haydenir.com
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