Attached files
| file | filename |
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| EX-10.2 - EXHIBIT 10.2 - MSCI Inc. | dp16994_ex1002.htm |
| EX-10.1 - EXHIBIT 10.1 - MSCI Inc. | dp16994_ex1001.htm |
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
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Date
of report (Date of earliest event reported): March 23,
2010
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MSCI
Inc.
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(Exact
Name of Registrant
as
Specified in Charter)
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Delaware
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(State
or Other Jurisdiction of Incorporation)
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001-33812
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13-4038723
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(Commission
File Number)
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(IRS
Employer Identification No.)
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88
Pine Street, New York, NY
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10005
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212)
804-3900
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last Report)
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________________________
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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 (see General Instruction A.2. below):
| x |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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| o |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement
As previously disclosed, in connection
with the proposed merger pursuant to which MSCI Inc. (“MSCI”) will acquire
RiskMetrics Group, Inc., MSCI entered into a commitment letter (the “Commitment Letter”) on
February 28, 2010 with Morgan Stanley Senior Funding, Inc. (“MSSF”) pursuant to which MSSF
committed to provide senior secured credit facilities in an aggregate amount of
$1,375 million comprised of (i) $1,275 million under a six-year term loan
facility (the “Term
Loan”) and (ii) $100 million under a five-year revolving credit facility
(the “Revolving Credit
Facility”).
On March 23, 2010, MSCI entered into
(i) a syndication agent commitment letter (the “Syndication Agent Commitment
Letter”) with Credit Suisse Securities (USA) LLC and Credit Suisse AG,
Cayman Islands Branch (“Credit
Suisse”) and MSSF and (ii) a documentation agent commitment letter (the
“Documentation Agent Commitment
Letter”) with Banc of America Securities LLC and Bank of America, N. A.
(“Bank of America”) and
MSSF, pursuant to which (a) each of Credit Suisse and Bank of America committed
to provide $127.5 million of the Term Loan (subject to pro rata reduction if the
aggregate commitments in respect of the Term Loan are permanently reduced
pursuant to the terms of the Commitment Letter) and $10.0 million of the
Revolving Credit Facility, subject to and on the terms and conditions set forth
in the Commitment Letter and (b) the commitments of MSSF under the Commitment
Letter with respect to the Term Loan and the Revolving Credit Facility were
reduced by the aggregate amount of commitments provided by Credit Suisse and
Bank of America with respect to the Term Loan and the Revolving Credit
Facility.
The foregoing description of the
Syndication Agent Commitment Letter and the Documentation Agent Commitment
Letter does not purport to be complete and is qualified in its entirety by
reference to (i) the Syndication Agent Commitment Letter, which is filed as
Exhibit 10.1 hereto, and is incorporated into this report by reference and (ii)
the Documentation Agent Commitment Letter, which is filed as Exhibit 10.2
hereto, and is incorporated into this report by reference.
Item
9.01. Financial Statements and Exhibits
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Exhibit
No.
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Description
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10.1
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Syndication
Agent Commitment Letter dated as of March 23, 2010 among Morgan Stanley
Senior Funding, Inc., Credit Suisse Securities (USA) LLC, Credit Suisse
AG, Cayman Islands Branch and MSCI Inc.
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10.2
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Documentation
Agent Commitment Letter dated as of March 23, 2010 among Morgan Stanley
Senior Funding, Inc., Banc of America Securities LLC, Bank of America,
N.A. and MSCI Inc.
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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.
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MSCI
Inc.
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Date:
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March
26, 2010
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By:
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/s/
Henry Fernandez
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Name:
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Henry
Fernandez
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Title:
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Chief
Executive Officer
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INDEX
TO EXHIBITS
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Exhibit
No.
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Description
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10.1
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Syndication
Agent Commitment Letter dated as of March 23, 2010 among Morgan Stanley
Senior Funding, Inc., Credit Suisse Securities (USA) LLC, Credit Suisse
AG, Cayman Islands Branch and MSCI Inc.
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10.2
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Documentation
Agent Commitment Letter dated as of March 23, 2010 among Morgan Stanley
Senior Funding, Inc., Banc of America Securities LLC, Bank of America,
N.A. and MSCI Inc.
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