INFO Ihs Markit Ltd.

Item 1.01 Entry into a Material Definitive Agreement

On September 13, 2019 (the “Closing Date”), IHS Markit Ltd. (the “Company”) entered into a senior unsecured 364-day term loan facility (the “Credit Agreement”), among the Company, as the borrower, certain lenders party thereto and PNC Bank National Association, as administrative agent (the “Administrative Agent”). The Credit Agreement provides for a senior unsecured 364-day term loan facility in an aggregate principal amount of $250 million (the “Term Loan Facility”).

On the Closing Date, the Company drew $250 million of Loans (as defined in the Credit Agreement). The proceeds of the Term Loan Facility were used to repay revolving amounts outstanding under the Company’s multi-year credit agreement entered into on June 25, 2018 (the “Multi-Year Credit Agreement”) with Bank of America, N.A., as administrative agent, and a syndicate of lenders party thereto, which provides for revolving credit commitments in an aggregate principal amount of $2,000 million.

The Term Loan Facility matures 364 days after the Closing Date and is unsecured. The obligations of the Company under the Term Loan Facility are not guaranteed by any of its subsidiaries. The Term Loan Facility may, at the option of the Company, bear interest based on an alternate base rate (equal to the highest of (a) the federal funds rate plus 0.50%, (b) PNC Bank National Association’s “prime rate,” and (c) the Eurodollar rate plus 1.00%) or a “Eurodollar rate” (equal to LIBOR for the selected interest period), plus, in the case of Eurodollar rate loans, an applicable margin of 0.75%.

The Credit Agreement for the Term Loan Facility contains certain financial covenants that are consistent with the covenants contained in the Multi-Year Credit Agreement, including a maximum Leverage Ratio of 3.75:1.00 and a minimum Interest Coverage Ratio of 3.00:1.00, each as more fully described in the Credit Agreement. Such Leverage Ratio test is also subject to modification for certain material acquisitions as set forth in the Credit Agreement.

The Credit Agreement for the Term Loan Facility limits the ability of the Company’s subsidiaries to incur or guarantee additional debt and the ability of the Company and its subsidiaries to incur certain liens and engage in certain fundamental change transactions, in each case consistent with the Multi-Year Credit Agreement. In addition, the Credit Agreement contains certain customary representations and warranties, affirmative covenants and events of default.

The foregoing description of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the Credit Agreement, which is attached as Exhibit 10.1.