MSCI Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
Third Amended and Restated Credit Agreement
On August 20, 2025, MSCI Inc. (the “Company”), the lenders party thereto, JPMorgan Chase Bank, N.A., in its capacity as administrative agent, and Bank of America, N.A., in its capacity as syndication agent, entered into a Third Amended and Restated Credit Agreement (the “Credit Agreement”), amending and restating in its entirety the Second Amended and Restated Credit Agreement (the “Existing Credit Agreement”), dated as of January 26, 2024, among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, and the other parties thereto. The Credit Agreement increases the aggregate revolving commitments to $1.60 billion (from $1.25 billion) and extends the availability period to August 20, 2030. Prior to the effectiveness of the Credit Agreement, the Company applied the proceeds of its August 2025 senior notes offering to repay in full all outstanding borrowings under the Existing Credit Agreement, and, as a result, no revolving loans were outstanding when the new facility became effective.
The obligations under the Credit Agreement are unsecured senior obligations of the Company. Except as set forth below, pricing, the consolidated leverage ratio (maximum 4.25:1.00, or 4.50:1.00 for four quarters following a material acquisition) and other key economic terms remain unchanged from the Existing Credit Agreement. The Credit Agreement modifies the consolidated interest coverage covenant by converting it from a covenant tested each fiscal quarter under the Existing Credit Agreement to one that is tested at fiscal quarter-end only during a period in which the Company does not maintain investment-grade ratings from at least two of Moody’s, S&P or Fitch. The Credit Agreement also eliminates the 0.10% Term SOFR adjustment that applied to Term SOFR-based borrowings under the Existing Credit Agreement.
The Credit Agreement also contains customary events of default, representations and warranties and covenants, including, among other things, covenants that restrict the ability of subsidiaries of the Company to incur certain additional indebtedness and restrict the ability of the Company and its subsidiaries to create or permit liens on assets, engage in sale-leaseback transactions or engage in mergers or consolidations. The Credit Agreement events of default, representations and warranties, and covenants remain substantially similar to those under the Existing Credit Agreement, subject to certain modifications generally in favor of the Company and its subsidiaries. The obligations under the Credit Agreement are not guaranteed by any subsidiary of the Company.
The proceeds of the revolving loans will be used for general corporate purposes (including, working capital and acquisitions and other transactions permitted under the Credit Agreement).
The lenders, joint lead arrangers and bookrunners and/or agents under the Credit Agreement, and certain of their affiliates, have engaged in, and/or in the future may engage in, banking and other transactions with the Company, including previous credit facilities. These parties have received or may receive in the future customary fees and expense reimbursement in connection with these services.
The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description |
| 10.1 | Third Amended and Restated Credit Agreement, dated as of August 20, 2025, among MSCI Inc., JPMorgan Chase Bank, N.A., as Administrative Agent and L/C Issuer, Bank of America, N.A., as Syndication Agent and L/C Issuer, and the other lenders party thereto. |
| 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 20, 2025 | By: | /s/ Henry A. Fernandez | |
| Name: | Henry A. Fernandez | ||
| Title: | Chairman and Chief Executive Officer | ||