S&P Global to acquire IHS Markit for $44bn

By Aron Adamski, BSc Economics @LSE

©M&A Hub

OVERVIEW OF THE DEAL:

  • Announcement date: 30/11/2020
  • Industry: Financial Media and Data Solutions
  • Implied EV/LTM EBITDA: 30.83x
  • Deal consideration: All-share
  • Acquirer advisors: Goldman Sachs, Citigroup, Credit Suisse
  • Target advisors: Morgan Stanley, Barclays, Jefferies, J.P. Morgan

New York-based S&P Global has agreed to acquire London-based IHS Markit for $44bn, making it the largest deal of 2020. S&P Global will exchange 0.2838 shares of its common stock for each outstanding share of IHS Markit, valuing IHS at 5% premium to its share price 5 days before the announcement.

Upon completion, Douglas Peterson, CEO of S&P Global, will serve as CEO of the combined company. Lance Uggla, CEO of IHS Markit, will stay on as a special advisor to the company for one year following closing. The leadership team will comprise senior leaders from both organisations.

Upon closing of the transaction, current S&P Global shareholders will own approximately 67.75% of the combined company on a fully diluted basis, while IHS Markit shareholders will own approximately 32.25%.

The deal is expected to close in 2H 2021.

COMPANY DETAILS: S&P Global Inc.

©S&P Global
  • Founded in: 1917
  • Headquartered in: New York, United States
  • Market Cap: $78.7bn
  • EV: $82.9bn
  • LTM EBITDA: $4.05bn
  • EV/ LTM EBITDA: 20.5x

S&P Global is one of the world’s foremost providers of credit ratings, benchmarks and analytics in the global capital and commodity markets, offering ESG solutions, deep data, and insights on critical economic, market, and business factors. Its divisions include S&P Global Ratings, S&P Global Market Intelligence, S&P Dow Jones Indices, and S&P Global Platts. Through its diverse offering it serves the 30,000 customers in 150+ countries, including the biggest Investment Banks (10/10 top banks), and Firms (99/100 Fortune Global 100). Over $11tr of assets are indexed to S&P500, S&P has over 1mn credit ratings outstanding and it provides 100,000 leading equity and energy benchmarks.

Breakdown of S&P’s revenue streams.

COMPANY DETAILS: IHS Markit Ltd.

©IHS Markit
  • Founded in: 1959
  • Headquartered in: London, United Kingdom
  • Market Cap: $36bn
  • EV: $41.2bn
  • LTM EBITDA: $1.4bn
  • EV/ LTM EBITDA: 29.4x

IHS Markit is a world leader in critical information, analytics and solutions for the major industries and markets that drive economies worldwide. The company delivers next-generation information, analytics and solutions to customers in business, finance and government, improving their operational efficiency and providing deep insights that lead to well-informed, confident decisions. IHS Markit has more than 50,000 business and government customers, including 80% of the Fortune Global 500 and the world’s leading financial institutions (49/50 largest US Banks).

Breakdown of IHS Markit’s revenue streams.

STRATEGIC RATIONALE

SYNERGIES

The deal is expected to lead to a significantly enhanced growth profile of the combined group due to a high level of complementarity and cross-selling opportunities. Between 2021–23 revenue is expected to grow between 6–8% per annum. EBITDA margin is expected to expand by around 200bps as result of the transaction, and 5 years after the closing EBITDA is expected to increase by ~$680mn. Annual cost savings of are expected to be~$480mn and 65% of those are expected to be realised as result of rationalisation of operations. Revenue improvements are expected to be ~$350mn and most of those are expected to be as result of new product offering of the combined group (60%) and the rest is expected to come from cross-selling (40%).

ESG, CLIMATE AND ENERGY TRANSITION

Both companies are very strong in the ESG sphere, providing benchmarks and analysis for ESG purposes. S&P has an extensive portfolio of ESG benchmarks, including ESG equity indices, ESG evaluations and price benchmarks (carbon, hydrogen). IHS Markit offers ESG fixed income indices, hence the deal will make the combined group’s benchmark offering “complete”.

Likewise, S&P offers ESG scores with time series data, whilst IHS has an emissions database. Combining the two will create a much more powerful and comprehensive platform.

“Through this exciting combination, we are able to better serve our markets and customers by creating new value and insights.” ~ Douglas Peterson, CEO S&P Global

RISKS AND UNCERTAINTIES

The deal is subject to regulatory approvals which will likely not come easily. The combination is likely to attract regulatory scrutiny from lawmakers concerned about a consolidation in the market for data providers. For example, in recent months, London Stock Exchange’s deal with Refinitiv faced intense scrutiny in EU. Thus, it might be a bumpy road.

Nevertheless, if approved the deal appears to be very promising. The combined group will command a greater market share and will be able to better address the $20bn market for data and information, which the firms’ predict to grow by 10% per annum on average. It will also be better positioned to compete with information giants like Bloomberg. The combined group plans to continue investing $1bn+ in technology every year, leading to even more services being offered, ultimately benefiting customers.

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