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| MHP > SEC Filings for MHP > Form 8-K on 2-Jan-2009 | All Recent SEC Filings |
2-Jan-2009
Material Modification to Rights of Security Holders, Other Events, Fina
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.
A copy of the Supplemental Indenture is attached hereto as Exhibit 4.1.
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 September 12, 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.
(d) Exhibits
4.1 First Supplemental Indenture, dated January 1, 2009, between the Company and The Bank of New York Mellon, as trustee.
10.1 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.
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