- Current report filing (8-K)
07 Juin 2010 - 10:28PM
Edgar (US Regulatory)
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):
June 1,
2010
RISKMETRICS GROUP, INC.
(Exact name of
registrant as specified in its charter)
Delaware
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001-33928
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20-8175809
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(State or other
jurisdiction
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(Commission File
Number)
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(IRS Employer
Identification No.)
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of
incorporation)
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One
Chase Manhattan Plaza, 44th Floor
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New
York, New York 10005
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10005
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(Address of
principal executive offices)
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(Zip code)
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Registrants
telephone number, including area code:
(212)
981-7475
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:
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Introductory
Note
On June 1,
2010, RiskMetrics Group, Inc. (RiskMetrics) completed its merger with
Crossway Inc. (Merger Sub), a wholly-owned subsidiary of MSCI Inc. (MSCI),
whereby Merger Sub merged with and into RiskMetrics with RiskMetrics continuing
as the surviving corporation and a wholly owned subsidiary of MSCI (the Merger). The Merger was effected pursuant to an
Agreement and Plan of Merger, dated as of February 28, 2010 (the Merger
Agreement), among RiskMetrics, MSCI and Merger Sub, the adoption of which was
approved by RiskMetrics stockholders at a special meeting held on May 27,
2010. The events described below took
place in connection with the consummation of the Merger.
Item
1.01. Entry into a Material Definitive Agreement.
In
connection with effectuating the Merger, MSCI entered into certain borrowing
arrangements, the obligations under which are guaranteed by certain MSCI subsidiaries,
including RiskMetrics. The disclosure under Item 1.01 of
MSCIs Current Report on Form 8-K
(the MSCI 8-K) filed with the Securities and Exchange Commission (the SEC) on
June 7, 2010, is hereby incorporated by reference.
Item
1.02. Termination of a Material Definitive Agreement.
The
disclosure under Item 5.01 hereof is hereby incorporated by reference. The disclosure under Item 1.02 of the MSCI 8-K
is hereby incorporated by reference.
Item
2.03.
Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
The
disclosure under Item 1.01 above is hereby incorporated by reference.
Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On June 1, 2010,
RiskMetrics notified the New York Stock Exchange (the NYSE) of the
consummation of the Merger and that, pursuant to the Merger Agreement, each
outstanding share of common stock, par value $0.01 per share, of RiskMetrics (RiskMetrics
Common Stock) (other than dissenting shares with respect to which appraisal
rights have been properly exercised and perfected under Delaware law, and treasury
stock and shares of RiskMetrics Common Stock held by any subsidiary of
RiskMetrics or MSCI) was converted into the right to receive a combination of $16.35
in cash and 0.1802 shares of MSCI Class A common stock (together, the Merger
Consideration) without interest. On June 2,
2010, at RiskMetrics request, the NYSE filed with the SEC a notification of
removal from listing on Form 25 regarding the delisting of the shares of
RiskMetrics Common Stock from the NYSE.
Item
3.03. Material Modification to Rights of Security Holders.
The adoption of the Merger
Agreement was approved by RiskMetrics stockholders at the special meeting of
RiskMetrics stockholders held on May 27, 2010, and the Merger was consummated
on June 1, 2010.
Under the terms of the Merger
Agreement, each outstanding share of RiskMetrics Common Stock (other than
dissenting shares with respect to which appraisal rights have been properly
exercised and perfected under Delaware law, and treasury stock and shares of
RiskMetrics Common Stock held by any subsidiary of RiskMetrics or MSCI) was
converted into the right to receive the Merger Consideration.
Under the terms of the
Merger Agreement, fractional MSCI shares will not be issued. In lieu thereof, RiskMetrics stockholders
will receive cash for their fractional share interests in accordance with the
terms of the Merger Agreement.
Under the terms of the
Merger Agreement, each option to purchase shares of RiskMetrics Common Stock as
of the effective time of the Merger was converted into an option to purchase
MSCI Class A common stock based on an exchange ratio of 0.7260 (rounded
down to the nearest whole share). In
addition, under the terms of the Merger
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Agreement, each
RiskMetrics restricted share award (which represents a share of RiskMetrics
Common Stock subject to vesting and forfeiture restrictions) outstanding as of
the effective time of the Merger was converted into a restricted share award
relating to a number of shares of MSCI Class A common stock based on an
exchange ratio of 0.7260 (rounded to the nearest whole share). Each converted option and restricted stock
award will remain subject to the same terms and conditions (including vesting
and forfeiture terms) as were applicable to the relevant RiskMetrics option or
restricted share award outstanding immediately prior to the effective time of
the Merger.
Upon the effective time
of the Merger, holders of RiskMetrics Common Stock immediately prior to the
effective time of the Merger ceased to have any rights as stockholders in
RiskMetrics (other than dissenters rights, if applicable, and the right to
receive the Merger Consideration).
The foregoing description
of the Merger and the Merger Agreement is not complete and is qualified in its
entirety by reference to the Merger Agreement, which is attached as Exhibit 2.1
to RiskMetrics Current Report on Form 8-K filed with the SEC on March 2,
2010 and is hereby incorporated by reference.
Item 5.01. Changes in Control of
Registrant.
As a result of the
Merger, Merger Sub merged with and into RiskMetrics, with RiskMetrics
continuing as the surviving corporation in the Merger and as a wholly-owned
subsidiary of MSCI. Accordingly, a change of control of RiskMetrics occurred
pursuant to the Merger. Funding for the
cash portion of the Merger Consideration was obtained by MSCI pursuant to bank
borrowings and cash resources of MSCI and RiskMetrics. The disclosure under the Introductory Note,
Item 3.01, Item 3.03 and Item 5.02 hereof and under Item 1.01 and Item
2.01 of the MSCI 8-K are hereby incorporated by reference.
On June 1, 2010, MSCI issued a press release
announcing the completion of the Merger.
A copy of the press release is attached hereto as Exhibit 99.1 and
incorporated by reference into this Item 5.01.
Item
5.02.
Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Pursuant
to the Merger Agreement, upon consummation of the Merger, the directors of
Merger Sub immediately prior to the consummation of the Merger became the
directors of RiskMetrics
.
Immediately following the
effective time of the Merger, Knut Kjaer, President of RiskMetrics, and Ethan
Berman, Chief Executive Officer of RiskMetrics, ceased to be President and Chief
Executive Officer, respectively, of RiskMetrics. In addition, immediately following the effective
time of the Merger, Henry A. Fernandez (age 51), Chief Executive Officer of
MSCI, was appointed as Chief Executive Officer of RiskMetrics. Mr. Fernandezs business experience is
incorporated herein by reference to MSCIs proxy statement filed with the SEC
on February 23, 2010. David
Obstler, the Chief Financial Officer of RiskMetrics immediately prior to the effective
time of the Merger, became the Chief Financial Officer of MSCI as of the
effective time of the merger and also continues as the Chief Financial Officer
of RiskMetrics.
Item 5.03. Amendments to Articles
of Incorporation or By-laws; Change in Fiscal Year.
In connection with the
Merger and pursuant to the terms of the Merger Agreement, the certificate of
incorporation and the by-laws of RiskMetrics were amended in their entirety to
be substantially identical to the certificate of incorporation and by-laws of
Merger Sub in effect as of the effective time of the Merger, but with the name
of the surviving corporation remaining RiskMetrics Group, Inc. and with
the provisions relating to the indemnification, exculpation and advancement of
expenses of RiskMetrics officers and directors being consistent with those
contained in RiskMetrics certificate of incorporation and by-laws immediately
prior to the consummation of the Merger.
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Item
9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No
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Description
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2.1
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Agreement and Plan of
Merger, dated as of February 28, 2010, among RiskMetrics Group Inc.,
MSCI Inc. and Crossway Inc. (incorporated herein by reference to
Exhibit 2.1 of RiskMetrics Group, Inc.s Current Report on
Form 8-K filed March 2, 2010).
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2.2
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Credit Agreement dated
as of June 1, 2010 among MSCI Inc., as the Borrower, Morgan Stanley
Senior Funding, Inc., as Administrative Agent, Morgan Stanley &
Co. Incorporated, as Collateral Agent, Morgan Stanley Senior
Funding, Inc., as Swing Line Lender and L/C Issuer and the other lenders
party thereto (incorporated herein by reference to Exhibit 2.2 of MSCI
Inc.s Current Report on Form 8-K filed June 7, 2010).
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99.1
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MSCI Inc. Press Release
dated June 1, 2010.
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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.
Date:
June
7, 2010
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RISKMETRICS GROUP, INC.
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By:
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/s/ Henry Fernandez
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Name: Henry Fernandez
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Title: Chief Executive
Officer
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EXHIBIT INDEX
Exhibit No
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Description
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2.1
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Agreement and Plan of
Merger, dated as of February 28, 2010, among RiskMetrics Group Inc.,
MSCI Inc. and Crossway Inc. (incorporated herein by reference to
Exhibit 2.1 of RiskMetrics Group, Inc.s Current Report on
Form 8-K filed March 2, 2010).
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2.2
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Credit Agreement dated
as of June 1, 2010 among MSCI Inc., as the Borrower, Morgan Stanley
Senior Funding, Inc., as Administrative Agent, Morgan Stanley &
Co. Incorporated, as Collateral Agent, Morgan Stanley Senior
Funding, Inc., as Swing Line Lender and L/C Issuer and the other lenders
party thereto (incorporated herein by reference to Exhibit 2.2 of MSCI
Inc.s Current Report on Form 8-K filed June 7, 2010).
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99.1
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MSCI Inc. Press Release
dated June 1, 2010.
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6
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