UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): April 28, 2008
MSCI
Inc.
(Exact name of
registrant as specified in its charter)
Delaware
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001-33812
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13-4038723
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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88
Pine Street, New York, NY 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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(212)
804-3900
(Registrant’s
telephone number, including area code)
NOT
APPLICABLE
(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 (see General Instruction A.2. below):
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On April
28, 2008, MSCI Inc. (the “Registrant”) entered into an underwriting agreement
(the “Underwriting Agreement”) with Morgan Stanley, The Capital Group Companies
Charitable Foundation (“The Capital Foundation”) and Morgan Stanley & Co.
Incorporated and UBS Securities LLC, as representatives of the several
underwriters named therein (the “Underwriters”). Pursuant to the
Underwriting Agreement, Morgan Stanley and The Capital Foundation have agreed to
sell an aggregate of 27,861,235 shares of the Registrant’s class A common stock,
par value $0.01 per share (the “Common Stock”). Morgan Stanley also
granted the Underwriters a 30-day option to purchase an additional 3,000,000
shares of the Registrant’s Common Stock pursuant to the Underwriting
Agreement. On April 29, 2008, the Underwriters notified the Company
of their intention to exercise the over-allotment option in full.
The public
offering price of the Registrant’s Common Stock is $29.00 per share and pursuant
to the Underwriting Agreement, the Underwriters have agreed to purchase an
aggregate of 30,861,235 shares of the Registrant’s Common Stock from Morgan
Stanley and The Capital Foundation, including 3,000,000 shares from Morgan
Stanley pursuant to the Underwriters’ over-allotment option. The secondary
offering is being made pursuant to the Registrant’s registration statement on
Form S-1 (Registration No. 333-150185), as amended, which was filed with the
Securities and Exchange Commission on April 11, 2008 and declared effective on
April 21, 2008.
From time
to time, Morgan Stanley & Co. Incorporated and certain of the other
Underwriters have provided, and continue to provide, investment banking services
to the Registrant. On November 14, 2007, the Registrant entered into a credit
facility with certain affiliates of Morgan Stanley & Co. Incorporated and
some of the other Underwriters. The Registrant engaged an affiliate of Morgan
Stanley & Co. Incorporated and Banc of America Securities LLC as joint lead
arrangers for the credit facility.
Subject to
customary closing conditions, the closing of the sale of an aggregate of
30,861,235 shares of the Registrant’s Common Stock is expected to occur on May
2, 2008. The Registrant will not receive any of the proceeds from the
sale of the Common Stock.
The above
description of the Underwriting Agreement does not purport to be a complete
statement of the parties’ rights and obligations under that
agreement. The Underwriting Agreement is filed as Exhibit 1.1 to this
Form 8-K. The description of the material terms of the Underwriting
Agreement is qualified in its entirety by reference to such
exhibit.
Item
7.01 Regulation FD Disclosure.
On April
29, 2008, the Registrant issued a press release announcing the upsizing and
pricing of the secondary offering. A copy of the press release is
filed as Exhibit 99.1 to this report.
On April
29, 2008, the Registrant issued a press release announcing the Underwriters’
exercise of the over-allotment option. A copy of the press release is
filed as Exhibit 99.2 to this report.
Item 9.01 Financial Statements and
Exhibits.
Exhibit No.
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Description
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Exhibit 1.1
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Underwriting Agreement, dated
April 28, 2008, among MSCI Inc., Morgan Stanley, The Capital Group
Companies Charitable Foundation and Morgan Stanley & Co.
Incorporated and UBS Securities LLC, as representatives of the several
underwriters named in Schedule II thereto
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