Business Context and Reporting Period
This Form 8-K filing by MSCI Inc. reports a material definitive agreement entered into on December 12, 2013. The filing details an amendment to the company's existing credit facility.
Key Financial Metrics
The filing focuses on debt restructuring rather than operational performance metrics such as revenue or profit.
- Outstanding Principal: $810.0 million under the Term Loan Facility.
- Repayment Schedule (Years 1-2): $5.1 million in quarterly payments.
- Repayment Schedule (Years 3-5): $10.1 million in quarterly payments.
- Final Balloon Payment: $658.1 million due on December 12, 2018 (assuming no prepayments).
Material Changes
MSCI Inc. executed Amendment No. 1 to its Amended and Restated Credit Agreement dated May 4, 2012. The primary changes include:
- Maturity Extension: The maturity date of the credit facility has been extended to December 12, 2018.
- Amortization Modification: The repayment schedule for the remaining $810.0 million term loan has been adjusted to lower quarterly payments in the near term, with a significant balloon payment at maturity.
Outlook, Risks, and Contingencies
The filing notes customary banking relationships with the lenders, including Morgan Stanley Senior Funding, Inc., and Morgan Stanley & Co. LLC. An affiliate of these entities beneficially owns more than 5% of MSCI's common stock. The document references the company's Proxy Statement on Schedule 14A for further details on these relationships. No specific forward-looking guidance or risk factors regarding future earnings are provided in this specific filing.
Investor Verification Checklist
- Verify the total interest cost implications of the extended maturity date.
- Confirm the company's liquidity position to ensure it can meet the $658.1 million balloon payment in 2018.
- Review the full text of Amendment No. 1 (Exhibit 10.1) for covenants or restrictions not summarized here.
- Check the referenced Proxy Statement (Schedule 14A) for details on the related-party transaction with Morgan Stanley affiliates.