S&P Global (NYSE: SPGI) plans $2B Mobility Global notes ahead division spin-off
Rhea-AI Filing Summary
S&P Global Inc. disclosed that Mobility Global Inc., the recently formed holding company for its Mobility division, has commenced a $2,000,000,000 private offering of senior notes due 2029, 2031 and 2036 ahead of a planned spin-off of the division to S&P Global shareholders.
The notes will be sold to qualified institutional buyers under Rule 144A and to non-U.S. investors under Regulation S, and will initially be held in escrow until conditions related to completion of the separation are satisfied. Mobility Global has also entered into a $500 million senior unsecured revolving credit facility, and, following the separation, intends to use net note proceeds mainly to pay cash consideration to S&P Global for transferred assets, liabilities and entities, with any remainder for fees, expenses and general corporate purposes.
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Insights
$2B Mobility Global note deal pre-funds S&P spin-off
Mobility Global Inc., the holding company for S&P Global’s Mobility division, is launching a $2,000,000,000 private senior notes offering across 2029, 2031 and 2036 maturities. The deal is targeted at qualified institutional buyers under Rule 144A and non-U.S. investors under Regulation S.
Net proceeds, once released from escrow, are intended to fund a cash payment to S&P Global for transferred assets, liabilities and entities tied to the Mobility business, with remaining funds for fees, expenses and general corporate purposes. Mobility Global has also put in place a $500 million senior unsecured revolving credit facility.
The filing indicates this capital structure is being arranged in connection with the anticipated spin-off of the Mobility division into a standalone public company. Actual timing and completion of the separation are subject to conditions referenced in the escrow arrangements and broader forward-looking risk factors mentioned by the company.
8-K Event Classification
Key Figures
Key Terms
spin-off financial
Rule 144A regulatory
Regulation S regulatory
registration rights agreement financial
forward-looking statements regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events
On May 18, 2026, S&P Global Inc. (the “Company”) issued a press release pursuant to Rule 135c of the U.S. Securities Act of 1933, as amended (the “Securities Act”), announcing the commencement of a $2,000,000,000 private offering of senior notes due 2029 (the “2029 Notes”), senior notes due 2031 (the “2031 Notes”) and senior notes due 2036 (the “2036 Notes” and, together with the 2029 Notes and the 2031 Notes, the “Notes”) by Mobility Global Inc. ahead of its planned separation. The Notes are being offered for sale to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration pursuant to Rule 144A under the Securities Act, and to persons outside the United States in compliance with Regulation S under the Securities Act. Mobility Global Inc. is a recently formed holding company for the Company’s Mobility division, which the Company intends to separate from its current business by means of a spin-off to its shareholders. In accordance with Rule 135c(d) under the Securities Act, a copy of the press release is attached hereto as Exhibit 99.1, which is incorporated herein by reference.
Neither this Current Report on Form 8-K nor the press release attached hereto as Exhibit 99.1 constitutes 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. Any offers of the securities will be made only by means of a private offering memorandum.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release issued by S&P Global Inc., dated May 18, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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.
| Dated: May 18, 2026 | S&P Global Inc. | |
| By: | /s/ Judah Bareli | |
| Judah Bareli | ||
| Vice President, Associate General Counsel & Corporate Secretary | ||
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Exhibit 99.1
S&P Global Announces Commencement of $2,000,000,000 Private Offering of Senior Notes by Mobility Global Inc. Ahead of Planned Separation
NEW YORK, MAY 18, 2026 – S&P Global Inc. (“S&P Global”) (NYSE:SPGI), today announced the commencement of a private offering of $2,000,000,000 aggregate principal amount of senior notes due 2029 (the “2029 Notes”), senior notes due 2031 (the “2031 Notes”) and 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 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 are being 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.
About Mobility Global
Mobility Global is the world’s standard for mobility intelligence, providing critical data and analytics across the full vehicle lifecycle. Its portfolio of trusted brands and products includes CARFAX, automotiveMastermind, Polk Automotive Solutions, and Market Scan, supporting the world’s major automakers, suppliers, dealer groups, media, financial institutions, and consumers with data, forecast, insights, technology, and innovation.
About S&P Global
S&P Global (NYSE: SPGI) enables businesses, governments, and individuals with trusted data, expertise and technology to make decisions with conviction. We are Advancing Essential Intelligence through world-leading benchmarks, data, and insights that customers need in order to plan confidently, act decisively, and thrive in a rapidly changing global landscape.
From helping our customers assess new investments across the capital and commodities markets to navigating the energy expansion, acceleration of artificial intelligence, and evolution of public and private markets, we enable the world’s leading organizations to unlock opportunities, solve challenges, and plan for tomorrow – today.
Forward-Looking Statements
This press release contains “forward-looking statements,” as defined in the Private Securities Litigation Reform Act of 1995. These statements, which express management’s current views concerning future events, trends, contingencies or results, appear at various places in this press release and use words like “anticipate,” “assume,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “potential,” “predict,” “project,” “strategy,” “target” and similar terms, and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will” and “would.” For example, management may use forward-looking statements when addressing topics such as: the outcome of contingencies; future actions by regulators; changes in the business strategies and methods of generating revenue of S&P Global Inc. (the “Company”); the development and performance of the Company’s services and products; the expected impact of acquisitions and dispositions; the Company’s effective tax rates; the Company’s cost structure, dividend policy, cash flows or liquidity; and the anticipated separation of S&P Global Mobility (“Mobility”) into a standalone public company.
Forward-looking statements are subject to inherent risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied in forward-looking statements include, among other things:
| · | worldwide economic, financial, political, and regulatory conditions (including slower GDP growth or recession, restrictions on trade (e.g., tariffs), instability in the banking sector and inflation), and factors that contribute to uncertainty and volatility (e.g., supply chain risk), geopolitical uncertainty (including military conflict), natural and man-made disasters, civil unrest, public health crises (e.g., pandemics), and conditions that result from legislative, regulatory, trade and policy changes, including from the U.S. administration; |
| · | the volatility and health of debt, equity, commodities, energy and automotive markets, including credit quality and spreads, the composition and mix of credit maturity profiles, the level of liquidity and future debt issuances, equity flows from active to passive, fluctuations in average asset prices in global equities, demand for investment products that track indices and assessments and trading volumes of certain exchange traded derivatives; |
| · | the demand and market for credit ratings in and across the sectors and geographies where the Company operates; |
| · | the Company’s ability to maintain adequate physical, technical and administrative safeguards to protect the security of confidential information and data, or protect against a system or network disruption that results in regulatory penalties and remedial costs or improper disclosure of confidential information or data; |
| · | the outcome of litigation, government and regulatory proceedings, investigations and inquiries; |
| · | concerns in the marketplace affecting the Company’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit ratings, benchmarks, indices and other services; |
| · | the level of merger and acquisition activity in the United States and abroad; |
| · | the level of the Company’s future cash flows and capital investments; |
| · | the effect of competitive products (including those incorporating artificial intelligence (“AI”)) and pricing, including the level of success of new product developments and global expansion; |
| · | the impact of customer cost-cutting pressures; |
| · | a decline in the demand for our products and services by our customers and other market participants; |
| · | our ability to develop new products or technologies, to integrate our products with new technologies (e.g., AI), or to compete with new products or technologies offered by new or existing competitors; |
| · | the introduction of competing products (including those developed by AI) or technologies by other companies; |
| · | our ability to protect our intellectual property from unauthorized use and infringement, including by others using AI technologies, and to operate our business without violating third-party intellectual property rights, including through our own use of AI in our products and services; |
| · | our ability to attract, incentivize and retain key employees, especially in a competitive business environment; |
| · | our ability to successfully navigate key organizational changes; |
| · | the continuously evolving regulatory environment in Europe, the United States and elsewhere around the globe affecting each of our businesses and the products they offer, and our compliance therewith; |
| · | the Company’s exposure to potential criminal sanctions or civil penalties for noncompliance with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which it operates, including sanctions laws relating to countries such as Iran, Russia and Venezuela, anti-corruption laws such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010, and local laws prohibiting corrupt payments to government officials, as well as import and export restrictions; |
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| · | the Company’s ability to make acquisitions and dispositions and successfully integrate the businesses we acquire; |
| · | consolidation of the Company’s customers, suppliers or competitors; |
| · | the ability of the Company, and its third-party service providers, to maintain adequate physical and technological infrastructure; |
| · | the Company’s ability to successfully recover from a disaster or other business continuity problem, such as an earthquake, hurricane, flood, civil unrest, protests, military conflict, terrorist attack, outbreak of pandemic or contagious diseases, security breach, cyber attack, data breach, power loss, telecommunications failure or other natural or man-made event; |
| · | the impact on the Company’s revenue and net income caused by fluctuations in foreign currency exchange rates; |
| · | the impact of changes in applicable tax or accounting requirements on the Company; |
| · | the separation of Mobility not being consummated within the anticipated time period or at all; |
| · | the ability of the separation of Mobility to qualify for tax-free treatment for U.S. federal income tax purposes; |
| · | any disruption to the Company’s business in connection with the proposed separation of Mobility; |
| · | any loss of synergies from separating the businesses of Mobility and the Company that adversely impact the results of operations of both businesses, or the companies resulting from the separation of Mobility not realizing all of the expected benefits of the separation; and |
| · | following the separation of Mobility, the combined value of the common stock of the two publicly-traded companies not being equal to or greater than the value of the Company’s common stock had the separation not occurred. |
The factors noted above are not exhaustive. The Company and its subsidiaries operate in a dynamic business environment in which new risks emerge frequently. Accordingly, the Company cautions readers not to place undue reliance on any forward-looking statements, which speak only as of the dates on which they are made. The Company undertakes no obligation to update or revise any forward-looking statement to reflect events or circumstances arising after the date on which it is made, except as required by applicable law. Further information about the Company’s businesses, including information about factors that could materially affect its results of operations and financial condition, is contained in the Company’s filings with the SEC, including Item 1A, Risk Factors in our most recently filed Annual Report on Form 10-K.
Contacts:
S&P Global Investor Relations:
Mark
Grant
Senior Vice President, Investor Relations and Treasurer
Tel: +1 (347) 640-1521
mark.grant@spglobal.com
Media:
Christina Twomey
Chief Communications Officer, S&P Global
Tel: +1 (646) 407-3001
christina.twomey@spglobal.com
Mobility Global Investor Relations:
Tejal Engman
Managing Director, Investor Relations
ir@mobilityglobal.com
Media:
mobilitycomms@spglobal.com
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