S&P Global Inc. ("S&P Global") (NYSE:SPGI), today announced the pricing of a private offering of $650,000,000 aggregate principal amount of 5.050% senior notes due 2029 (the "2029 Notes"), $650,000,000 aggregate principal amount of 5.450% senior notes due 2031 (the "2031 Notes") and $700,000,000 aggregate principal amount of 6.050% senior notes due 2036 (the "2036 Notes" and, together with the 2029 Notes and the 2031 Notes, the "Notes") by Mobility Global Inc. ("Mobility Global" or the "Issuer"). The Issuer is a recently formed holding company for S&P Global's Mobility division, which S&P Global intends to separate from its current business by means of a spin-off to its shareholders. The offering is expected to close on May 29, 2026, subject to customary closing conditions. The Issuer has also entered into a $500 million senior unsecured revolving credit facility.
Upon completion of the separation, the Issuer intends to use the net proceeds of the offering, after deducting discounts and commissions to the initial purchasers, to finance a cash payment to S&P Global as consideration for the transfer of certain assets, liabilities and entities to the Issuer, and the Issuer will use any remaining proceeds to fund estimated fees and expenses and for general corporate purposes. Net proceeds of the offering will be deposited into escrow for the benefit of the holders of the Notes pending satisfaction of certain conditions related to the completion of the separation.
The Notes have been offered for sale to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and to persons outside the United States in compliance with Regulation S under the Securities Act.
The Notes have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. This press release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
The Notes will be entitled to the benefits of a registration rights agreement pursuant to which the Issuer will agree to use commercially reasonable efforts to file a registration statement to exchange the Notes for new notes registered under the Securities Act, or under certain circumstances, to file a shelf registration statement with respect to the resale of the Notes.
