MSCI Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by MSCI Inc. on July 15, 2008, with a report date of July 21, 2008. The filing discloses the entry into a Material Definitive Agreement regarding a secondary public offering of Class A common stock.
Key Financial Metrics and Transaction Details
- Transaction Type: Secondary public offering (shares sold by Morgan Stanley, not the Company).
- Shares Offered: 23,000,000 shares of Class A common stock.
- Over-Allotment Option: Underwriters exercised an option to purchase an additional 2,330,111 shares.
- Offering Price: $32.00 per share.
- Proceeds to Registrant: $0. The filing explicitly states MSCI Inc. will not receive any proceeds from this sale.
- Underwriters: Morgan Stanley and Morgan Stanley & Co. Incorporated, and UBS Securities LLC.
Material Changes and Timeline
The primary material event is the execution of the Underwriting Agreement on July 15, 2008. The closing of the primary 23,000,000 shares is expected on July 21, 2008, with the closing of the over-allotment shares expected on July 23, 2008. The filing notes existing relationships where Morgan Stanley affiliates provide investment banking services and a credit facility entered into on November 14, 2007.
Guidance, Risks, and Unusual Items
The filing does not provide financial guidance, outlook, or management commentary regarding future performance. The document notes that the description of the Underwriting Agreement is qualified in its entirety by reference to the full agreement filed as Exhibit 1.1. No specific risks or contingencies beyond standard closing conditions are detailed in the text provided.
Investor Verification Checklist
- Verify the identity of the selling shareholder (Morgan Stanley) to confirm the Company receives no capital.
- Confirm the final closing dates (July 21 and July 23, 2008) and the total number of shares issued.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific terms regarding the over-allotment option and underwriting discounts.
- Check subsequent filings for the impact of this secondary offering on the Company's share count and market capitalization.