S&p Global Inc. · NYSE:SPGI
S&p Global — Merger or Acquisition (November 2020)
20 slides from S&p Global's merger presentation, Nov 30, 2020
Slide 1: S&P Global + IHS Markit: Powering the Markets of the Future
S&P Global + IHS Markit Powering the Markets of the Future November 30, 2020 Exhibit 99.2
Slide 2: Forward-Looking Statements
Forward-Looking Statements This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking
Slide 3: No Offer or Solicitation
No Offer or Solicitation This document is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote of approval, nor shall there be any sale of securities in any jurisdiction i
Slide 4: Disclaimers
Disclaimers Non-GAAP financial measures We report our financial results in accordance with accounting principles generally accepted in the United States (“GAAP”). In this presentation, we also refer to and present certain additional non-GAAP financial measures, within the meaning of Regulation G und
Slide 5: Call participants
Call participants Douglas Peterson CEO, S&P Global Ewout Steenbergen CFO, S&P Global Lance Uggla CEO, IHS Markit
Slide 6: Key transaction terms and financial highlights of combination
Key transaction terms and financial highlights of combination Consideration All-stock transaction, 0.2838x exchange ratio, implying approximately 32.25% ownership for IHS Markit shareholders after closing of the transaction1 Enterprise value of $44B, including $4.8B net debt; 28.2x LTM EBITDA (after
Slide 7: Transaction strengthens and accelerates our Powering the Markets of the Future strategy
Transaction strengthens and accelerates our Powering the Markets of the Future strategy Enhances customer value proposition with unique, highly complementary assets Builds scale and joint offerings in high growth markets and leverages innovation and technology capability, including Kensho and IHS Ma
Slide 8: S&P Global is a leading innovator in key segments of the information services industry
S&P Global is a leading innovator in key segments of the information services industry Business profile Customer & market presence High quality team Proven executive team led by President and CEO, Douglas Peterson, and Chairman of the Board, Richard Thornburgh Diverse and engaged workforce of 23,000
Slide 9: IHS Markit is a provider of deep financial market and industry intelligence
IHS Markit is a provider of deep financial market and industry intelligence Business profile Customer & market presence High quality team Experienced executive team led by Chairman of the Board and CEO, Lance Uggla Committed and experienced workforce of 15,500 employees across 38 countries >5K analy
Slide 10: Both organizations have built attractive recurring revenue bases
Both organizations have built attractive recurring revenue bases; the pro forma company will have 76% recurring revenue Recurring fixed Recurring variable S&P Global: 69% of revenue is recurring IHS Markit: 88% of revenue is recurring $7.3B Revenue (L4Q) Recurring fixed Recurring variable $4.3B Reve
Slide 11: Transaction will enable scale and efficiency to more vigorously compete in core segments
Indices SPDJI + FS Indices1 Transaction will enable scale and efficiency to more vigorously compete in core market segments $11.6B Pro forma Balanced portfolio of complementary assets Financial Info & Services Proprietary and unique data Complementary workflow solutions Ratings 1M+ credit ratings ou
Slide 12: Combined company will broaden its reach across customer segments, workflows and use cases
Combined company will broaden its reach across customer segments, workflows and use cases Providing customers the intelligence they need to make decisions with conviction Benchmarking Data & analytics Market insight & research Asset valuation Risk management Leading capabilities Serving diverse cust
Slide 13: Combined capabilities enhance ability to serve high growth adjacencies
Combined capabilities enhance pro forma company’s ability to serve high growth adjacencies Climate & Energy Transition ESG Private Assets & SME1 Supply Chain & Trade Counterparty Risk Management Alternative Data $20B Total addressable market Leading technology scale and capability, including Kensho
Slide 14: Complementary assets and offerings in ESG, climate and energy transition
Pro forma company has complementary assets and commercial offerings in ESG, climate and energy transition Comprehensive solutions ESG scores with time series data Workflow and reporting platforms Emissions database Data & Platforms Analytics Climate and transition scenarios Plastics circularity Asse
Slide 15: Clear path to integration synergies with ~$680M EBITA impact
Transaction provides a clear path to integration synergies with ~$680M EBITA impact Near-term synergy realization – expecting to realize ~$390M of run rate cost synergies by the end of the 2nd full year after close Accretive to earnings by the end of 2nd full year after close Business Overlap & Effi
Slide 16: Combined company has an exceptional financial outlook
Combined company has an exceptional financial outlook Last 4 Quarters Actual Performance $11.6B Revenue Combined Company Adjusted EBITA Margin 45% Free Cash Flow $4B 6.5-8.0% ~200bps per year ~$14B Mid-teens 2021-2023 Combined Company Annual Organic Revenue Growth Annual Margin Expansion Cumulative
Slide 17: Disciplined financial criteria
Disciplined financial criteria Pro forma company will generate free cash flow in excess of $5B by 2023 Target 20-30% payout ratio1 Target >85% FCF2 Target leverage3 2.0-2.5x To be deployed towards… Organic Investments & M&A Total Capital Return Balance Sheet Dividends Fund initiatives to accelerate
Slide 18: Scale of the combined company increases its ability to accelerate progress in the world
The scale of the combined company increases its ability to accelerate progress in the world Economic Environment Diversity & Inclusion Governance
Slide 19: Together we will shape the markets of the future
Together we will shape the markets of the future Ratings Indices Financial Info & Services Commodities & Energy Transportation & Engineering Serving important market segments
Slide 20: Replay options
S&P Global + IHS Markit Powering the Markets of the Future November 30, 2020 REPLAY OPTIONS Internet: Replay available for one year Go to http://investor.spglobal.com http://investor.ihsmarkit.com Telephone: Replay available through December 30, 2020 Domestic: 888-566-0708 International: 203-369-362