MSCI Issues $1.25 Billion 5.250% Notes Maturing 2035

Rhea-AI Filing Summary

MSCI Inc. completed a public offering of $1.25 billion aggregate principal amount of 5.250% senior unsecured notes due 2035 on August 8, 2025. The securities were sold under an underwriting agreement dated August 5, 2025, with J.P. Morgan Securities LLC and BofA Securities, Inc. as representatives, and were registered on Form S-3 (File No. 333-277791) using a prospectus dated March 8, 2024 and a prospectus supplement dated August 5, 2025. The notes were issued under an Indenture with Wilmington Trust, National Association, as trustee, supplemented by a First Supplemental Indenture dated August 8, 2025. An opinion of Davis Polk & Wardwell LLP relating to the legality of the notes is filed as Exhibit 5.1.

Positive

• Completed $1.25 billion fixed-rate financing
• Notes carry a fixed 5.250% coupon through maturity in 2035
• Offering registered on Form S-3 with prospectus and prospectus supplement filed
• Indenture and first supplemental indenture executed; legal opinion filed (Davis Polk & Wardwell LLP)

Negative

• Increases MSCI's long-term senior unsecured debt by $1.25 billion
• Creates a fixed interest expense at 5.250% through 2035

Insights

Fixed Income Analyst

TL;DR: MSCI completed a $1.25B fixed-rate long-term bond issue, adding senior unsecured debt at a 5.250% coupon through 2035.

The offering establishes a known fixed interest cost for roughly ten years to maturity, given the August 2025 closing and 2035 maturity. The issuance was conducted on a registered shelf (Form S-3) with major underwriters and standard indenture documentation, and a counsel opinion is filed. From a bondholder perspective, the security is senior unsecured, which ranks above subordinated obligations but behind secured debt; the filing does not disclose use of proceeds or changes to covenants.

Corporate Finance Specialist

TL;DR: Routine large-scale debt financing completed; material to capital structure but neutral without disclosed use of proceeds.

The company issued $1.25 billion of senior unsecured notes, consistent with raising long-term capital. Documentation includes an underwriting agreement, an indenture and a first supplemental indenture, all filed as exhibits, and counsel provided a legal opinion. The report is procedural and confirms the new obligation, but it does not provide details on how the proceeds will be deployed or on immediate effects to leverage metrics.

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UNITED STATES

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

Date of Report (Date of earliest event reported): August 8, 2025 (August 5, 2025)

____________________________

MSCI Inc.  

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-33812		13-4038723
(State or other jurisdiction of incorporation)		(Commission  File Number)		(IRS Employer Identification No.)

7 World Trade Center, 250 Greenwich Street, 49th Floor, New York, New York 10007

(Address of principal executive offices) (Zip Code)

(212) 804-3900 

(Registrant’s telephone number, including area code)

NOT APPLICABLE  

(Former name or former address, if changed since last report)

____________________________

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):

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

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

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

☐ 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
Common Stock, par value $0.01 per share		MSCI		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 ☐

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. ☐

Item 8.01 Other Events.

Notes Offering

On August 8, 2025 (the “Closing Date”), MSCI Inc. (the “Company”) completed its previously announced public offering of $1.25 billion in aggregate principal amount of 5.250% senior unsecured notes due 2035 (the “Notes”), pursuant to an Underwriting Agreement (attached hereto as Exhibit 1.1 and incorporated herein by reference), dated as of August 5, 2025, by and between the Company, J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the underwriters listed in Schedule 1 thereto.

The sale of the Notes was registered with the Securities and Exchange Commission on a Registration Statement on Form S-3 (File No. 333-277791) (the “Registration Statement”). The Notes were offered pursuant to a prospectus dated March 8, 2024 and a prospectus supplement dated August 5, 2025.

The Notes were issued pursuant to an Indenture (attached hereto as Exhibit 4.1 and incorporated herein by reference), dated as of August 8, 2025, by and between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture (attached hereto as Exhibit 4.2 and incorporated herein by reference), dated as of August 8, 2025, by and between the Company and the Trustee.

A copy of the opinion of Davis Polk & Wardwell LLP, counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits.

Exhibit No.	Description
1.1	Underwriting Agreement among MSCI Inc., J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the Underwriters listed in Schedule 1 thereto, dated August 5, 2025
4.1	Indenture between MSCI Inc. and Wilmington Trust, National Association, as trustee, dated August 8, 2025
4.2	First Supplemental Indenture between MSCI Inc. and Wilmington Trust, National Association, as trustee, dated August 8, 2025
4.3	Form of Global Note representing the Company’s 5.250% Notes due 2035 (included in Exhibit 4.2)
5.1	Opinion of Davis Polk & Wardwell LLP
23.1	Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1)
104	Cover Page Interactive File, embedded in Inline XBRL

SIGNATURE

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.

		MSCI Inc.
Date:	August 8, 2025	By:	/s/ Henry A. Fernandez
		Name:	Henry A. Fernandez
		Title:	Chairman and Chief Executive Officer

FAQ

What did MSCI (MSCI) announce in this 8-K?

MSCI completed a public offering of $1.25 billion of 5.250% senior unsecured notes due 2035 on August 8, 2025.

Who were the underwriters for MSCI's notes offering?

J.P. Morgan Securities LLC and BofA Securities, Inc. acted as representatives of the underwriters under an underwriting agreement dated August 5, 2025.

How were the notes issued and where is the documentation filed?

The notes were issued under an Indenture with Wilmington Trust, National Association, as trustee, supplemented by a First Supplemental Indenture dated August 8, 2025; related documents are filed as exhibits.

Was the offering registered with the SEC and where is the prospectus?

The sale was registered on Form S-3 (File No. 333-277791); the offering used a prospectus dated March 8, 2024 and a prospectus supplement dated August 5, 2025.

Is there a counsel opinion filed regarding the notes?

Yes. An opinion of Davis Polk & Wardwell LLP relating to the legality of the notes is filed as Exhibit 5.1.