Obligation S&P Global Corp 3.25% ( US78409VAQ77 ) en USD

S&P Global Corp

71 % ▲

Etats-unis

US78409VAQ77 ( en USD )

3.25% par an ( paiement semestriel )

01/12/2049

Prospectus brochure de l'obligation S&P Global Inc US78409VAQ77 en USD 3.25%, échéance 01/12/2049

2 000 USD

600 000 000 USD

78409VAQ7

N/A

A3 ( Qualité moyenne supérieure )

01/06/2026 ( Dans 24 jours )

S&P Global Inc. est une société d'information financière mondiale fournissant des données, des analyses et des indices boursiers, notamment les indices S&P 500, ainsi que des évaluations de crédit et des solutions technologiques pour les marchés financiers.

L'Obligation émise par S&P Global Corp ( Etats-unis ) , en USD, avec le code ISIN US78409VAQ77, paye un coupon de 3.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/12/2049

L'Obligation émise par S&P Global Corp ( Etats-unis ) , en USD, avec le code ISIN US78409VAQ77, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

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Table of Contents
Filed pursuant to Rule 424(b)(5)
SEC File No. 333-224198 & 333-224198-01
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each
Aggregate
Maximum
Class of Securities
Amount to Be
Offering Price
Aggregate
Amount of
to Be Registered

Registered

Per Unit

Offering Price
Registration Fee(1)
2.500% Senior Notes due 2029

$500,000,000

99.833%

$499,165,000

$64,792
3.250% Senior Notes due 2049

$600,000,000

99.240%

$595,440,000

$77,289
Guarantee of debt securities(2)

--

--

--

--
Total

$1,100,000,000
--
$1,094,605,000
$142,081

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
Standard & Poor's Financial Services LLC is named as an additional registrant and will fully and unconditionally guarantee the 2.500%
Senior Notes due 2029 and the 3.250% Senior Notes due 2049. No separate consideration will be received for the guarantee of the 2.500%
Senior Notes due 2029 or the 3.250% Senior Notes due 2049. Accordingly, pursuant to Rule 457(n) of the Securities Act, no separate filing
fee is required. The guarantee will not be traded separately.
Table of Contents

PROSPECT U S SU PPLEM EN T
(T o Prospe c t us da t e d April 9 , 2 0 1 8 )
$1,100,000,000

$500,000,000 2.500% Senior Notes due 2029
$600,000,000 3.250% Senior Notes due 2049

We are offering $500,000,000 of our 2.500% senior notes due 2029 (the "2029 notes") and $600,000,000 of our 3.250%
senior notes due 2049 (the "2049 notes" and, together with the 2029 notes, the "notes"). The 2029 notes will mature on December
1, 2029 and the 2049 notes will mature on December 1, 2049. Interest on the notes is payable on June 1 and December 1 of each
year, beginning June 1, 2020, and will accrue from November 26, 2019. We may redeem the notes in whole or in part at any time
prior to maturity at the redemption prices described under "Description of Notes--Optional Redemption."
The notes will be unsecured and unsubordinated and will rank equally and ratably with all of our existing and future
unsecured and unsubordinated debt. The notes will be guaranteed by our subsidiary Standard & Poor's Financial Services LLC.
The guarantees will be the subsidiary guarantor's unsecured and unsubordinated debt and will rank equally and ratably with all of
the subsidiary guarantor's existing and future unsecured and unsubordinated debt.

Investing in the notes involves risks. See "Risk Factors" beginning on page S-7 of this prospectus supplement and "Risk
Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by reference herein.

Proceeds, Before
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Price to
Underwriting
Expenses, to

Public

Discounts(1)
S&P Global Inc.
Per 2029 note

99.833%

0.650%

99.183%
Per 2049 note

99.240%

0.875%

98.365%
Total

$1,094,605,000
$ 8,500,000
$ 1,086,105,000

(1)
See the section entitled "Underwriting (Conflicts of Interest)" for additional disclosure regarding underwriter compensation and
estimated offering expenses.
N e it he r t he Se c urit ie s a nd Ex c ha nge Com m ission nor a ny st a t e se c urit ie s c om m ission ha s a pprove d
or disa pprove d of t he se se c urit ie s or de t e rm ine d if t his prospe c t us supple m e nt or t he a c c om pa nying
prospe c t us is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l offe nse .
Neither series of the notes will be listed on any securities exchange. Currently, there is no public market for either series of
the notes.
Delivery of the notes will be made through the book-entry facilities of The Depository Trust Company, including for the
accounts of Euroclear Bank SA/NV, as operator of the Euroclear System, and Clearstream Banking S.A., against payment therefor
in New York, New York on or about November 26, 2019.
Joint Book-Running Managers

Goldm a n Sa c hs & Co. LLC
BofA Se c urit ie s
Cit igroup
M orga n St a nle y
De ut sc he Ba nk Se c urit ie s

J .P. M orga n

M izuho Se c urit ie s
Co-Managers

BM O Ca pit a l M a rk e t s

Cre dit Suisse

Sc ot ia ba nk
Sie be rt Willia m s Sha nk

SunT rust Robinson H um phre y

U S Ba nc orp

The date of this prospectus supplement is November 19, 2019.
Table of Contents
T ABLE OF CON T EN T S
Prospe c t us Supple m e nt

Pa ge
About This Prospectus Supplement
S-ii
Prospectus Summary
S-1
Risk Factors
S-7
Special Note on Forward-Looking Statements
S-11
Use of Proceeds
S-13
Capitalization
S-14
Description of Notes
S-16
Book-Entry, Delivery and Form
S-23
Material U.S. Federal Income Tax Consequences
S-27
Underwriting (Conflicts of Interest)
S-31
Legal Matters
S-37
Experts
S-37
Where You Can Find More Information
S-38
Prospe c t us

Pa ge
Our Company

1
About This Prospectus

1
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Where You Can Find More Information

1
Special Note On Forward-Looking Statements

2
Use of Proceeds

4
Ratio of Earnings to Fixed Charges

4
Description of Capital Stock

4
Description of Preferred Stock

7
Description of Debt Securities and Guarantees

7
Description of Warrants

12
Description of Purchase Contracts

13
Description of Units

14
Forms of Securities

14
Selling Shareholders

16
Plan of Distribution

16
Validity of Securities

17
Experts

17

The terms "S&P Global," the "Company," "we," "us" and "our" refer to S&P Global Inc. and, unless the context otherwise
requires, its consolidated subsidiaries. References to the "notes" include the related guarantees unless the context otherwise
requires.

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Table of Contents
ABOU T T H I S PROSPECT U S SU PPLEM EN T
On April 9, 2018, we filed with the Securities and Exchange Commission, or the SEC, a registration statement on Form S-3
utilizing a shelf registration process relating to the securities described in this prospectus supplement, which became effective upon
filing. Under this shelf registration process, we may, from time to time, offer and sell the notes or other securities in one or more
offerings.
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering
of notes and also adds to and updates information contained in the accompanying prospectus. The second part is the
accompanying prospectus, which gives more general information. If information varies between this prospectus supplement or any
related free writing prospectus and the accompanying prospectus, you should rely on the information in this prospectus supplement
or the related free writing prospectus, whichever is dated later. The rules of the SEC allow us to incorporate by reference
information into this prospectus supplement. This information incorporated by reference is considered to be a part of this prospectus
supplement, and information that we file later with the SEC, to the extent incorporated by reference, will automatically update and
supersede this information. You should read both this prospectus supplement and the accompanying prospectus together with the
additional information described under the heading "Where You Can Find More Information" before investing in the notes.
We have not authorized any dealer, salesman or other person to give any information or to make any representation other
than those contained in or incorporated by reference into this prospectus supplement or the accompanying prospectus. You must
not rely upon any information or representation not contained in or incorporated by reference into this prospectus supplement, the
accompanying prospectus or any related free writing prospectus. This prospectus supplement, any related free writing prospectus
and the accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than
notes offered hereby, nor do this prospectus supplement, any related free writing prospectus and accompanying prospectus
constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful to
make such offer or solicitation in such jurisdiction. You should not assume that the information contained in this prospectus
supplement, the accompanying prospectus or any free writing prospectus is accurate on any date subsequent to the date set forth
on the front of the document or that any information we have incorporated by reference is correct on any date subsequent to the
date of the document incorporated by reference, even though this prospectus supplement and accompanying prospectus or any
free writing prospectus is delivered or the notes are sold on a later date.

S-ii
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Table of Contents
PROSPECT U S SU M M ARY
This summary highlights information presented in greater detail elsewhere in this prospectus supplement or incorporated
by reference herein. This summary is not complete and does not contain all of the information you should consider before
investing in the notes. You should carefully read this entire prospectus supplement and the accompanying prospectus,
including the information incorporated by reference from our Annual Report on Form 10-K for the year ended December 31,
2018, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019
and the other incorporated documents, including "Risk Factors" herein and in such incorporated documents, as well as our
consolidated financial statements and the related notes thereto, before investing in the notes. See "Where You Can Find More
Information."
Our Com pa ny
S&P Global Inc. is a leading provider of transparent and independent ratings, benchmarks, analytics and data to the
capital and commodity markets worldwide. The capital markets include asset managers, investment banks, commercial banks,
insurance companies, exchanges, trading firms and issuers; and the commodity markets include producers, traders and
intermediaries within energy, metals, petrochemicals and agriculture. We serve our global customers through a broad range of
products and services available through both third-party and proprietary distribution channels.
Our operations consist of four reportable segments: S&P Global Ratings ("Ratings"), S&P Global Market Intelligence
("Market Intelligence"), S&P Global Platts ("Platts") and S&P Dow Jones Indices ("Indices").

· Ratings is an independent provider of credit ratings, research, and analytics, offering investors and other market

participants information, ratings and benchmarks.

· Market Intelligence is a global provider of multi-asset-class data, research and analytical capabilities, which integrate

cross-asset analytics and desktop services.

· Platts is the leading independent provider of information and benchmark prices for the commodity and energy markets.

· Indices is a global index provider that maintains a wide variety of valuation and index benchmarks for investment

advisors, wealth managers and institutional investors.
Our Strategy
Our purpose is to provide the intelligence that is essential for companies, governments and individuals to make decisions
with conviction. We seek to deliver on this purpose within the framework of our core values of integrity, excellence and
relevance.
We seek to deliver an exceptional, differentiated customer experience across the globe. We strive for operational
excellence, continuous innovation, and a high performance culture driven by our best-in-class talent. We strive to deliver on
our strategic priorities in the following four categories by:
Finance

· Delivering revenue growth and EBITA margin targets and delivering on commitments to return capital to shareholders

and create capacity to invest;

S-1
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· Investing for mid- to long-term revenue growth that meets or exceeds market growth rates; and
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· Pursuing a disciplined acquisition, investment and partnership strategy.
Customer

· Strengthening and growing the core businesses;

· Delivering a modern, digital, integrated platform and user experience that enhances customer value, accompanied by

thoughtful user migration plans;

· Expanding our presence in China to capture market opportunities;

· Building and promoting new products to solve customer pain points and deliver new commercial propositions in ESG,

data marketplace, and small and medium-sized enterprises; and

· Enhancing teamwork and adopting commercial tools and processes to improve the clarity and quality of insights we

gather from customers, and improve revenue capture.
Operations

· Transforming technology infrastructure to support growth, improve cost efficiency and mitigate cyber risk;

· Adopting core management systems, tools and processes across the Company to improve prioritization and agility,

drive execution, and reduce complexity;

· Developing an enterprise-wide data strategy and execution plan, leveraging machine learning and data science; and

· Further enhancing our commitment to our robust risk, internal control and compliance culture.
People

· Creating an inclusive performance-driven culture that drives employee engagement;

· Promoting internal mobility and attracting and retaining the best people; and

· Improving diversity in overall representation through talent acquisition and retention.
Recent Developments
Concurrently with this offering, we are conducting cash tender offers (collectively, the "tender offer") for any and all of our
outstanding 3.300% Senior Notes due 2020 (the "2020 notes") and any and all of our outstanding 6.550% Senior Notes due
2037 (the "2037 notes" and, together with the 2020 notes, the "tender offer notes"). As of the date hereof, $700,000,000
aggregate principal amount of the 2020 notes and $400,000,000 aggregate principal amount of the 2037 notes were
outstanding. The tender offer is being made upon, and is subject to, the terms and conditions set forth in the Offer to Purchase
dated November 19, 2019 (the "offer to purchase"). The tender offer will expire at 5:00 p.m., New York City time, on November
25, 2019 (such date and time, as it may be extended with respect to a tender offer for any series of tender offer notes, the
"tender offer expiration date"), unless extended or terminated by us.
This prospectus supplement is not an offer to purchase or a solicitation of an offer to sell, or a notice of redemption for,
any of the tender offer notes.

S-2
Table of Contents
We intend to pay the purchase price for, and accrued and unpaid interest on, the tender offer notes in the tender offer
with the net proceeds from this offering, together with cash on hand if and to the extent such purchase price and accrued and
unpaid interest exceed the net proceeds from this offering. To the extent all of the 2020 notes are not tendered and purchased
in the tender offer, we may, but are not obligated to, use a portion of any remaining net proceeds from this offering to redeem
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all or a portion of the remaining 2020 notes. The completion of the tender offer is conditioned upon the successful completion
of this offering and the satisfaction of certain customary conditions described in the offer to purchase. This offering is not
conditioned on the completion of the tender offer. We expect settlement of the tender offer to occur substantially concurrently
with the closing of this offering. See "Use of Proceeds" and "Capitalization."
We are permitted, subject to applicable law, to amend, extend, terminate or withdraw the tender offer, and there can be
no assurance that we will complete the tender offer. There can be no assurance as to the principal amount of either series of
tender offer notes that will be tendered or accepted for purchase pursuant to the tender offer and, as a result, the aggregate
principal amount of tender offer notes tendered and accepted for purchase, and the cash consideration paid pursuant to the
tender offer, may differ from the assumed amounts described above. In addition, there can be no assurance that we will
redeem any or all of the 2020 notes.
General Information
We were incorporated in December of 1925 under the laws of the state of New York. Our principal executive offices are
located at 55 Water Street, New York, NY 10041, and our telephone numbers are 866-436-8502 (domestic callers) or
212-438-2192 (international callers). We maintain a website at www.spglobal.com where general information about us is
available. The information contained on our website is not a part of this prospectus supplement.

S-3
Table of Contents
T he Offe ring

Issuer
S&P Global Inc.

Securities
$500,000,000 principal amount of 2.500% Senior Notes due
2029.

$600,000,000 principal amount of 3.250% Senior Notes due

2049.

Maturity Date
The 2029 notes will mature on December 1, 2029.

The 2049 notes will mature on December 1, 2049.

Interest
2029 notes: 2.500% per annum, accruing from the issue
date of the 2029 notes.

2049 notes: 3.250% per annum, accruing from the issue

date of the 2049 notes.

Guarantees
The notes will be guaranteed by our subsidiary Standard &
Poor's Financial Services LLC.

Optional Redemption
We may redeem all or any portion of either series of the
notes at our option at any time or from time to time at the
redemption prices described under "Description of Notes--
Optional Redemption."

Mandatory Offer to Repurchase
If a Change of Control Triggering Event occurs, we must
offer to repurchase the notes at the price set forth under
"Description of Notes--Change of Control Triggering Event."

Ranking
Each series of the notes will be our unsecured and
unsubordinated debt and will rank equally and ratably among
themselves and with our existing and future unsecured and
unsubordinated debt.

The guarantee for each series of the notes will be the
subsidiary guarantor's unsecured and unsubordinated debt
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and will rank equally and ratably with all of the subsidiary
guarantor's existing and future unsecured and
unsubordinated debt.

As of September 30, 2019, our non-guarantor subsidiaries
had approximately $2.4 billion of outstanding liabilities to
third parties (including $1.1 billion in unearned revenue), all
of which would effectively rank senior to the notes and the
guarantees.

S-4
Table of Contents
Covenants
We will issue the notes of each series under an indenture
between us and U.S. Bank National Association, as Trustee.
The indenture will, among other things, restrict our ability to:

· incur certain liens securing debt; and

· sell all or substantially all of our assets or merge or

consolidate with or into other companies.

Trading
The notes of each series are a new issue of securities with
no established trading market. The notes will not be listed on
any securities exchange. The underwriters have advised us
that they intend to make a market in the notes of each
series, but they are not obligated to do so and may
discontinue market-making at any time without notice.

Further Issuances
We may create and issue additional notes of either series
ranking equally and ratably with the notes of such series
offered by this prospectus supplement in all respects, so that
such additional notes will be consolidated and form a single
series with the notes of such series offered hereby and will
have the same terms as to status, redemption and
otherwise; provided that if such additional notes of such
series are not fungible for United States federal income tax
purposes, such additional notes will have a separate CUSIP
number.

Form and Denomination
The notes of each series will be issued in the form of fully
registered global securities, without coupons, in
denominations of $2,000 in principal amount and integral
multiples of $1,000 in excess thereof. These global securities
will be deposited with the trustee as custodian for, and
registered in the name of, a nominee of The Depository
Trust Company ("DTC"). Except in the limited circumstances
described under "Book-Entry, Delivery and Form," notes in
certificated form will not be issued or exchanged for interests
in global securities.

Use of Proceeds
We intend to use the net proceeds from this offering to pay
the purchase price for, and accrued and unpaid interest on,
the tender offer notes tendered and accepted for purchase
pursuant to the tender offer, and to pay related fees and
expenses in connection with, the tender offer. To the extent
all of the 2020 notes are not tendered and purchased in the
tender offer, we
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S-5
Table of Contents
may, but are not obligated to, use a portion of any remaining
net proceeds from this offering to redeem all or a portion of
the remaining 2020 notes. We will use any remaining
proceeds for general corporate purposes. Completion of this

offering is not contingent upon completion of the tender offer.
Completion of the tender offer is contingent upon the
successful completion of this offering. See "--Recent
Developments" and "Use of Proceeds."

Risk Factors
You should carefully consider all of the information
contained, or incorporated by reference, in this prospectus
supplement and the accompanying prospectus prior to
investing in the notes offered hereby. In particular, we urge
you to carefully consider the information set forth under
"Risk Factors" herein, and under "Risk Factors" in our Annual
Report on Form 10-K for the year ended December 31,
2018, which is incorporated by reference herein, for a
discussion of risks and uncertainties relating to us, our
business and an investment in the notes.

Trustee
U.S. Bank National Association

Governing Law
The indenture and the notes will be governed by the laws of
the State of New York.

S-6
Table of Contents
RI SK FACT ORS
The information below should be read in conjunction with the information under "Risk Factors" in our Annual Report on Form
10-K for the year ended December 31, 2018, which is incorporated by reference herein. See "Where You Can Find More
Information."
Risk s Re la t ing t o t he N ot e s
Our Indebtedness Could Adversely Affect Our Business, Financial Condition and Results of Operations, as Well as Our
Ability to Meet Our Payment Obligations Under the Notes and Our Other Debt.
Following this offering we will continue to have a significant amount of debt and debt service requirements. See
"Capitalization." This level of debt could have significant consequences on our future operations, including:

· making it more difficult for us to meet our payment and other obligations under the notes and our other outstanding debt;

· resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in our debt

agreements, which event of default could result in all of our debt becoming immediately due and payable;

· reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general

corporate purposes, and limiting our ability to obtain additional financing for these purposes;

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· limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the

industry in which we operate and the general economy; and

· placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged.
Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations
and our ability to meet our payment obligations under the notes and our other debt.
Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate
significant cash flow in the future. This ability, to some extent, is subject to general economic, financial, competitive, legislative and
regulatory factors as well as other factors that are beyond our control. We cannot assure you that our business will generate cash
flow from operations, or that future borrowings will be available to us under our existing or any future credit facilities or otherwise, in
an amount sufficient to enable us to meet our payment obligations under the notes and our other debt and to fund other liquidity
needs. If we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure
our debt, including the notes, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we are unable to
implement one or more of these alternatives, we may not be able to meet our payment obligations under the notes and our other
debt.
Despite Our Current Indebtedness Levels, We May Be Able to Incur Substantially More Debt. This Could Exacerbate the
Risks Associated with Our Leverage.
We and our subsidiaries may incur substantial additional indebtedness, including secured indebtedness, in the future. The
terms of the indenture generally do not restrict us from doing so. In

S-7
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addition, the indenture will allow us to issue additional notes under certain circumstances, which will also be guaranteed by the
subsidiary guarantor. Although the indenture places some limitations on our ability and the ability of our subsidiaries to create liens
securing indebtedness, there are significant exceptions to these limitations that will allow us and our subsidiaries to secure
significant amounts of indebtedness without equally and ratably securing the notes. If we or our subsidiaries incur secured
indebtedness and such secured indebtedness is either accelerated or becomes subject to a bankruptcy, liquidation or
reorganization, our and our subsidiaries' assets would be used to satisfy obligations with respect to the indebtedness secured
thereby before any payment could be made on the notes that are not similarly secured. Subject to certain limitations relating to
creation of liens, the indenture also does not restrict our non-guarantor subsidiaries from incurring additional debt, which would be
structurally senior to the notes. In addition, the indenture will not prevent us or our subsidiaries from incurring other liabilities that do
not constitute indebtedness.
The Guarantees May Not Be Enforceable and, Under Specific Circumstances, Federal and State Statutes May Allow Courts
to Void the Guarantees and Require Holders of Notes to Return Payments Received from the Subsidiary Guarantor.
Under federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the guarantees could be deemed
a fraudulent transfer if the subsidiary guarantor received less than a reasonably equivalent value in exchange for giving the
guarantees, and one of the following is also true:

· the subsidiary guarantor was insolvent on the date that it gave the guarantees or became insolvent as a result of giving

the guarantees;

· the subsidiary guarantor was engaged in a business or a transaction, or was about to engage in a business or a

transaction, for which property remaining with the subsidiary guarantor was an unreasonably small capital; or

· the subsidiary guarantor intended to incur, or believed that it would incur, debts that would be beyond the subsidiary

guarantor's ability to pay as those debts matured.
The guarantees could also be deemed a fraudulent transfer if it was given with actual intent to hinder, delay or defraud any
entity to which the subsidiary guarantor was or became, on or after the date the guarantees were given, indebted. The measures
of insolvency for purposes of the foregoing considerations will vary depending upon the law applied in any proceeding with respect
to the foregoing. Generally, however, the subsidiary guarantor would be considered insolvent if, at the time it incurred indebtedness:

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· the sum of its debts, including contingent liabilities, is greater than all its assets, at a fair valuation;

· the present fair saleable value of its assets is less than the amount that would be required to pay its probable liability on

its existing debts and liabilities, including contingent liabilities, as they become absolute and mature; or

· it could not pay its debts as they become due.
We cannot predict:

· what standard a court would apply in order to determine whether the subsidiary guarantor was insolvent as of the date it

issued the guarantees, or whether, regardless of the method of valuation, a court would determine that the subsidiary
guarantor was insolvent on that date; or

· whether a court would determine that the payments under the guarantees would constitute fraudulent transfers or

fraudulent conveyances on other grounds.

S-8
Table of Contents
The indenture governing the notes will contain a "savings clause" intended to limit the subsidiary guarantor's liability under its
guarantees to the maximum amount that it could incur without causing the guarantees to be a fraudulent transfer under applicable
law. We cannot assure you that this provision will be upheld as intended. For example, in 2009, the U.S. Bankruptcy Court in the
Southern District of Florida in Official Committee of Unsecured Creditors of TOUSA, Inc. v. Citicorp N. Am., Inc. found this kind of
provision in that case to be ineffective, and held the guarantees to be fraudulent transfers and voided them in their entirety.
If the guarantees by the subsidiary guarantor are deemed to be a fraudulent transfer, they could be voided altogether, or
they could be subordinated to all other debts of the subsidiary guarantor. In such case, any payment by the subsidiary guarantor
pursuant to its guarantees could be required to be returned to the subsidiary guarantor or to a fund for the benefit of the creditors
of the subsidiary guarantor. If the guarantees are voided or held unenforceable for any other reason, holders of the notes would
cease to have a claim against the subsidiary guarantor based on the guarantees and would be creditors only of the Company.
In addition, enforcement of the guarantees against the subsidiary guarantor will be subject to certain defenses available to
guarantors and security providers generally. These laws and defenses include those that relate to fraudulent conveyance or
transfer, voidable preference, corporate purpose or benefit, preservation of share capital, thin capitalization and regulations or
defenses affecting the rights of creditors generally. If one or more of these laws and defenses are applicable, the subsidiary
guarantor may have no liability or decreased liability under its guarantees.
Under the Indenture, the Change of Control Events That Would Require Us to Repurchase the Notes Are Subject to a
Number of Significant Limitations, and Change of Control Events That Affect the Market Price of the Notes May Not Give
Rise to Any Obligation to Repurchase the Notes.
Although we will be required under the indenture to make an offer to repurchase the notes upon the occurrence of a Change
of Control Triggering Event, the term "Change of Control Triggering Event" is limited in its scope and does not include all change of
control events that might affect the market value of the notes. In particular, we are required to repurchase the notes upon certain
change of control events only if, as a result of such change of control event, the ratings of the notes are lowered below investment
grade during the relevant "trigger period" and the rating agencies assigning such lowered ratings expressly link the reduction in
rating to the change of control event. As a result, our obligation to repurchase the notes upon the occurrence of a change of
control is limited and may not preserve the value of the notes in the event of a highly leveraged transaction, reorganization, merger
or similar transaction.
We May Be Unable to Purchase the Notes Upon a Change of Control.
The terms of the notes will require us to make an offer to repurchase the notes upon the occurrence of a Change of Control
Triggering Event at a purchase price equal to 101% of the principal amount of the notes, plus accrued and unpaid interest to the
date of the purchase. The occurrence of a Change of Control Triggering Event would cause an event of default under our senior
credit facilities and therefore could cause us to have to repay amounts outstanding thereunder, and any financing arrangements we
may enter into in the future may also require repayment of amounts outstanding in the event of a Change of Control Triggering
Event and therefore limit our ability to fund the repurchase of your notes pursuant to the Change of Control Offer. It is possible that
we will not have sufficient funds, or be able to arrange for additional financing, at the time of the Change of Control Triggering
https://www.sec.gov/Archives/edgar/data/64040/000119312519296642/d833046d424b5.htm[11/21/2019 8:50:12 AM]

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