As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/25/19  Moodys Corp/DE                    8-K:8,9    11/25/19   14:496K                                   Donnelley … Solutions/FA

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 i MOODYS CORP /DE/  i NY  i false  i 0001059556 0001059556 2019-11-25 2019-11-25 0001059556 us-gaap:CommonStockMember 2019-11-25 2019-11-25 0001059556 us-gaap:SeniorNotesMember 2019-11-25 2019-11-25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM  i 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):  i November 25, 2019

MOODY’S CORPORATION

(Exact Name of Registrant as Specified in Charter)

i Delaware		i 1-14037		i 13-3998945
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 i 7 World Trade Center at 250 Greenwich Street

 i New York, New York  i 10007

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code:  i (212)  i 553-0300

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:

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
i Common Stock, par value $0.01 per share		i MCO		i New York Stock Exchange
i 1.75% Senior Notes Due 2027		i MCO 27		i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

TABLE OF CONTENTS

ITEM 8.01		OTHER EVENTS			3
ITEM 9.01		FINANCIAL STATEMENTS AND EXHIBITS			4
SIGNATURES					5
EXHIBIT   4.1
EXHIBIT   4.2
EXHIBIT   4.3
EXHIBIT   5.1
EXHIBIT 23.1
EXHIBIT 104

Item 8.01, “Other Events”

As previously announced, on November 14, 2019, Moody’s Corporation (the “Company”) entered into an underwriting agreement by and among the Company and Citigroup Global Markets Limited, J.P. Morgan Securities plc and Merrill Lynch International, as representatives of the several underwriters named therein (the “Underwriting Agreement”), with respect to the issuance and sale of €750 million aggregate principal amount of the Company’s 0.950% Senior Notes due 2030 (the “notes”). The notes were registered under the Company’s Registration Statement on Form S-3 (Registration No. 333-216211) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on February 24, 2017. On November 25, 2019, the Company closed its public offering of the notes. In connection with the closing of the notes offering, the Company entered into (i) a tenth supplemental indenture between the Company, Wells Fargo Bank, National Association, as trustee (the “Trustee”), Elavon Financial Services Limited, UK Branch as paying agent, and U.S. Bank National Association as registrar and transfer agent, dated as of November 25, 2019 (the “Tenth Supplemental Indenture”), to the indenture between the Company and the Trustee, dated as of August 19, 2010 (the “Base Indenture” and, together with the Tenth Supplemental Indenture, the “Indenture”) and (ii) an agency agreement between the Company, the Trustee, Elavon Financial Services Limited, UK Branch as paying agent and U.S. Bank National Association as registrar and transfer agent, dated as of November 25, 2019. The Tenth Supplemental Indenture includes a form of the notes. The net proceeds of the offering are expected to be used for general corporate purposes, which is expected to include repayment or redemption of the $500 million outstanding principal amount of the Company’s 5.50% senior unsecured notes due in September 2020.

The notes bear interest at the fixed rate of 0.950% per year and mature on February 25, 2030. Interest on the notes will be due annually on February 25 of each year, commencing February 25, 2020. The Company may redeem, in whole or in part, the notes at any time prior to November 25, 2029 at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a make-whole premium. Notwithstanding the immediately preceding sentence, the Company may redeem the notes, in whole or in part, at any time on or after November 25, 2029 (3 months prior to their maturity), at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. Additionally, at the option of the holders of the notes, the Company may be required to purchase all or a portion of the notes upon the occurrence of a “Change of Control Triggering Event,” as defined in the Indenture, at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase.

The Indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the Indenture contains a covenant that limits the ability of the Company to consolidate or merge with another entity or to sell all or substantially all of its assets to another entity.

The Indenture contains customary default provisions. In addition, an event of default will occur if the Company or certain of its subsidiaries fail to pay the principal of any Indebtedness (as defined in the Indenture) when due at maturity in an aggregate amount of $50 million or more, or a default occurs that results in the acceleration of the maturity of the Company’s or certain of its subsidiaries’ Indebtedness in an aggregate amount of $50 million or more. Upon the occurrence and during the continuation of an event of default under the Indenture, the notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding.

The description of the Base Indenture, Tenth Supplemental Indenture and the form of the notes are summaries and are qualified in their entirety by the terms of the indentures and the form of notes included therein. The Base Indenture is attached as Exhibit 4.1 to the Company’s Current Report on Form 8-K dated August 19, 2010, filed with the Commission, and the Tenth Supplemental Indenture and form of notes are attached hereto as Exhibits 4.1 and 4.2, respectively.

Item 9.01, “Financial Statements and Exhibits”

(d) Exhibits

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: November 25, 2019

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/14/24  Moody’s Corp.                     10-K       12/31/23  162:39M
 2/15/23  Moody’s Corp.                     10-K       12/31/22  162:34M
 2/22/22  Moody’s Corp.                     10-K       12/31/21  164:35M
 2/22/21  Moody’s Corp.                     10-K       12/31/20  164:37M