Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K Current Report HTML 36K
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 36K
3: EX-10.1 Material Contract HTML 55K
4: EX-10.2 Material Contract HTML 17K
5: EX-10.3 Material Contract HTML 56K
6: EX-10.4 Material Contract HTML 17K
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240.13e-4(c))
Item
3.03
Material Modification
to Rights of Security
Holders.
On January 1, 2009, The McGraw-Hill
Companies, Inc. (the “Company”) entered into a Contribution Agreement (the
“Contribution Agreement”) with Standard & Poor’s Financial Services LLC
(“S&P”), a newly formed Delaware limited liability company and wholly-owned
subsidiary of the Company.
Pursuant
to the Contribution Agreement, the Company transferred to S&P certain United
States properties and assets related to the Company’s Standard & Poor’s
Division. Accordingly, most of the Company’s Standard & Poor’s
United States businesses will now be operated by a subsidiary and not a division
of the Company. This internal reorganization was undertaken in order
to address future operating and financial conditions and will not affect the
ongoing conduct of Standard & Poor’s businesses, including its credit
ratings business.
In
connection with the execution of the Contribution Agreement and the transactions
pursuant thereto, the Company has entered into a first supplemental indenture,
dated January 1, 2009, (the “Supplemental Indenture”) between the Company and
The Bank of New York Mellon, a New York banking corporation, as trustee (the
“Trustee”), amending the Company’s Indenture, dated November 2, 2007 (the
“Indenture”) between the Company and the Trustee, pursuant to which the Company
issued $400,000,000 aggregate principal amount of 5.375% Senior Notes due 2012,
$400,000,000 aggregate principal amount of 5.900% Senior Notes due 2017 and
$400,000,000 aggregate principal amount of 6.550% Senior Notes due 2037
(together, the “Securities”). The Supplemental Indenture provides
that S&P will guarantee in full the Securities issued under the
Indenture.
In
connection with the execution of the Contribution Agreement and the transactions
pursuant thereto, the Company has also entered into (1) a First Amendment to
364-Day McGraw-Hill Credit Agreement, dated January 1, 2009 (the “364-Day First
Amendment”), between the Company and JPMorgan Chase Bank, N.A. (the
“Administrative
Agent”), amending the Company’s 364-Day Credit Agreement, dated September12, 2008 (the “364-Day
Credit Agreement”) among the Company, the lenders from time to time party
thereto and the Administrative Agent; (2) a First Amendment to Three-Year
McGraw-Hill Credit Agreement, dated January 1, 2009 (the “Three-Year First
Amendment”), between the Company and the Administrative Agent, amending
the Company’s Three-Year Credit Agreement, dated September 12, 2008 (the “Three-Year Credit
Agreement”) among the Company, the lenders from time to time party
thereto and the Administrative Agent; (3) an amended and restated issuing and
paying agency agreement, dated January 1, 2009 (the “Amended and Restated
Issuing and Paying Agency Agreement”), among the Company, S&P, as guarantor,
and JPMorgan Chase Bank, N.A., as issuing and paying agent (the “Issuing and Paying
Agent”), amending and restating the Issuing and Paying Agency Agreement,
dated as of June 22, 2007, among the Company and the Issuing and Paying Agent;
and (4) amended and restated commercial paper dealer agreements,
dated
January 1, 2009, (the “Amended and Restated Dealer Agreements”), amending and
restating the Company’s Commercial Paper Dealer Agreements, dated June 22, 2007
between the Company and J.P. Morgan Securities, Inc., as dealer; the Company and
Merrill Lynch Money Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, as dealers; and the Company and Morgan Stanley & Co.
Incorporated, as dealer (collectively, the “Dealer Agreements”).
The
364-Day First Amendment and the Three-Year First Amendment amend the 364-Day
Credit Agreement and the Three-Year Credit Agreement, respectively, by adding
the provisions necessary to enable a subsidiary of the Company to become a
subsidiary guarantor of the obligations of the Company under the respective
agreements through the execution and delivery by such subsidiary of a joinder
agreement. On January 1, 2009, S&P executed such joinder
agreements and became a subsidiary guarantor under the amended 364-Day Credit
Agreement and the amended Three-Year Credit Agreement.
The
Amended and Restated Issuing and Paying Agency Agreement and the Amended and
Restated Dealer Agreements provide that S&P will guarantee in full any
short-term notes issued under the Dealer Agreements or to be issued under the
Amended and Restated Dealer Agreements.
Copies of
the First Amendment to 364-Day McGraw-Hill Credit Agreement, the First Amendment
to Three-Year McGraw-Hill Credit Agreement and the respective joinder agreements
are attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4.
First
Amendment to 364-Day McGraw-Hill Credit Agreement, dated January 1, 2009,
between the Company and JPMorgan Chase Bank, N.A.,
as administrative
agent.
10.2
Joinder
Agreement, dated January 1, 2009, between S&P and JPMorgan Chase Bank,
N.A., as administrative
agent.
10.3
First
Amendment to Three-Year McGraw-Hill Credit Agreement, dated January 1,2009, between the Company and JPMorgan Chase Bank, N.A.,
as administrative
agent.
10.4
Joinder
Agreement, dated January 1, 2009, between S&P and JPMorgan Chase Bank,
N.A., as administrative
agent.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
First
Amendment to 364-Day McGraw-Hill Credit Agreement, dated January 1, 2009,
between the Company and JPMorgan Chase Bank, N.A.,
as administrative
agent.
10.2
Joinder
Agreement, dated January 1, 2009, between S&P and JPMorgan Chase Bank,
N.A., as administrative
agent.
10.3
First
Amendment to Three-Year McGraw-Hill Credit Agreement, dated January 1,2009, between the Company and JPMorgan Chase Bank, N.A.,
as administrative
agent.
10.4
Joinder
Agreement, dated January 1, 2009, between S&P and JPMorgan Chase Bank,
N.A., as administrative
agent.
Dates Referenced Herein and Documents Incorporated by Reference
