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) October 5, 2005
(September 30, 2005)
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MOODY'S CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-14037 13-3998945
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(State or Other Jurisdiction of (Commission (IRS Employer
Incorporation) File Number) Identification No.)
99 Church Street, New York, New York 10007
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 553-0300
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None
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(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:
[ ] 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))
Item 1.01. Entry into a Material Definitive Agreement.
On September 30, 2005, Moody's Corporation (the "Company") entered
into a Note Purchase Agreement (the "Note Purchase Agreement") by and among the
Company and Southern Farm Bureau Life Insurance Company, John Hancock Life
Insurance Company, John Hancock Variable Life Insurance Company, John Hancock
Life Insurance Company (U.S.A.), Assurity Life Insurance Company, United of
Omaha Life Insurance Company, Mutual of Omaha Insurance Company, Companion Life
Insurance Company, Swiss Re Life & Health America Inc., Reassure America Life
Insurance Company, Thrivent Financial For Lutherans, Physicians Life Insurance
Company, Hartford Casualty Insurance Company, Axa Equitable Life Insurance
Company, Mony Life Insurance Company, Horizon Blue Cross Blue Shield of New
Jersey, Great-West Life & Annuity Insurance Company, The Great-West Life
Assurance Company, Modern Woodmen of America, Ameritas Life Insurance Corp.,
Acacia Life Insurance Company, ING USA Annuity and Life Insurance Company, ING
Life Insurance and Annuity Company, Reliastar Life Insurance Company of New
York, Reliastar Life Insurance Company, Security Life of Denver Insurance
Company, State Farm Life Insurance Company, State Farm Life and Accident
Assurance Company, The Northwestern Mutual Life Insurance Company, Chase
Insurance Life and Annuity Company and The Travelers Indemnity Company. The
Note Purchase Agreement relates to the Company's private placement of $300
million aggregate principal amount of its 4.98% Series 2005-1 Senior Unsecured
Notes due 2015 (the "Series 2005-1 Notes"). Under the terms of the Note
Purchase Agreement, the Company may, from time to time within five years after
the closing of the private placement, in its sole discretion, issue additional
series of senior notes in an aggregate principal amount of up to $700 million
pursuant to one or more supplements to the Note Purchase Agreement (any such
future notes, together with the Series 2005-1 Notes, the "Notes"). A copy of
the Note Purchase Agreement is attached hereto as Exhibit 4.1 and incorporated
herein by reference. For a description of the material terms of the Note
Purchase Agreement and the Series 2005-1 Notes issued thereunder, see the
information set forth below in Item 2.03, which is incorporated by reference
into this Item 1.01.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet Arrangement of a Registrant.
On September 30, 2005, the Company issued and sold through a private
placement transaction $300 million aggregate principal amount of its Series
2005-1 Notes pursuant to the Note Purchase Agreement. The Series 2005-1 Notes
were sold pursuant to private placement exemptions under the Securities Act of
1933, as amended. The proceeds from the sale of the Series 2005-1 Notes were
used to refinance $300 million aggregate principal amount of the Company's
outstanding 7.61% Senior Notes due September 30, 2005.
The Series 2005-1 Notes bear interest at the fixed rate of 4.98% and
mature on September 30, 2015. Interest on the Series 2005-1 Notes will be due
semiannually on March 30 and September 30 of each year, commencing March 30,
2006. The Company may prepay the Series 2005-1 Notes, in whole or in part, at
any time at a price equal to 100% of the principal amount outstanding, plus
accrued and unpaid interest and a "make-whole" prepayment premium.
The Series 2005-1 Notes are unsecured. Pursuant to the Note Purchase
Agreement, any subsidiary of the Company that, at any time after the date of
the Note Purchase Agreement, has any indebtedness outstanding under, or any
guaranty with respect to any indebtedness of the Company or any of its
subsidiaries (as defined in the Note Purchase Agreement) outstanding under, the
Company's Five-Year Credit Agreement, dated as of September 1, 2004, among the
Company, certain of its subsidiaries party thereto, the lenders party thereto,
JP Morgan Chase Bank, as Administrative Agent, Citibank, N.A. as Syndication
Agent, and The Bank of New York, as Documentation Agent, will become a
subsidiary guarantor of the Company's obligations under the Series 2005-1
Notes. Currently, no subsidiary of the Company is a subsidiary guarantor with
respect to the Series 2005-1 Notes.
The Note Purchase Agreement contains covenants that limit the ability
of the Company and certain of its subsidiaries to, among other things: enter
into transactions with affiliates; dispose of assets; incur or create liens;
and enter into sale and leaseback transactions. In addition, the Note Purchase
Agreement contains a covenant that limits the ability of the Company to
consolidate with or merge with any other corporation or convey, transfer or
lease substantially all of its assets.
The Note Purchase Agreement contains customary default provisions, as
well as the following cross-default provisions. An event of default will occur
if the Company or any significant subsidiary (as defined in the Note Purchase
Agreement) is in default (as principal or as guarantor) (i) in the payment of
any principal of or premium or make-whole amount or interest on any
indebtedness that is outstanding in an aggregate principal amount of at least
$50 million beyond any applicable grace period, (ii) in the compliance with any
financial covenant contained in any instrument of indebtedness in an aggregate
outstanding principal amount of at least $50 million beyond any applicable
grace period or (iii) in the performance of or compliance with any term of any
evidence of any indebtedness in an aggregate outstanding principal amount of at
least $50 million or any other condition exists, and as a consequence of such
default or condition such indebtedness has become, or has been declared due and
payable before its stated maturity or before its regularly scheduled dates of
payment. Upon the occurrence and during the continuation of an event of default
under the Note Purchase Agreement, the Series 2005-1 Notes may become
immediately due and payable either automatically or by the vote of the holders
of more than 50% of the aggregate principal amount of all of the Company's
Notes then outstanding.
The description set forth above is qualified in its entirety by the
Note Purchase Agreement and the form of Series 2005-1 Note, which are
incorporated herein by reference and are filed herewith as Exhibit 4.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
4.1 Note Purchase Agreement, dated September 30, 2005, by and among
Moody's Corporation and the Note Purchasers party thereto, including
the form of the Series 2005-1 Note.
99.1 Press Release of Moody's Corporation, dated October 3, 2005,
announcing the closing of a $300 million private placement of Moody's
Corporation's 4.98% Series 2005-1 Senior Unsecured Notes.
SIGNATURES
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.
MOODY'S CORPORATION
Dated: October 5, 2005 By: /s/ John J. Goggins
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Name: John J. Goggins
Title: Senior Vice President and
General Counsel
MOODY'S CORPORATION
CURRENT REPORT ON FORM 8-K
Report dated October 5, 2005 (September 30, 2005)
EXHIBIT INDEX
Exhibit No. Description
4.1 Note Purchase Agreement, dated September 30, 2005,
by and among Moody's Corporation and the Note
Purchasers party thereto, including the form of the
Series 2005-1 Note.
99.1 Press Release of Moody's Corporation, dated October 3, 2005,
announcing the closing of a $300 million private placement
of Moody's Corporation's 4.98% Series 2005-1 Senior Unsecured
Notes.