Introductory Note
As previously disclosed, Reis, Inc., a Maryland corporation (the Company) entered into an Agreement and Plan of Merger, dated as
of August 29, 2018, (the Merger Agreement), by and among the Company, Moodys Corporation, a Delaware corporation (Moodys), and Moodys Analytics Maryland Corp., a Maryland corporation and a wholly-owned
subsidiary of Moodys (Merger Sub). Pursuant to the Merger Agreement, Merger Sub conducted a tender offer (the Offer) for all of the issued and outstanding shares of common stock, par value $0.02 per share (the
Shares) of the Company at a price of $23.00 per Share, net to the holder in cash, without interest and less any applicable withholding taxes (the Offer Price). The Offer expired at 11:59 p.m., Eastern time, on
October 12, 2018 (the Expiration Date) as scheduled and was not extended. According to American Stock Transfer & Trust Company, LLC, the depositary for the Offer (the Depositary), 9,800,276 Shares were validly
tendered and not validly withdrawn (excluding Shares with respect to which notices of guaranteed delivery were delivered), which represented approximately 84.7% of the outstanding Shares as of the expiration of the Offer (excluding for purposes of
determining such percentage all Shares held by the Company, Moodys or any of their respective subsidiaries) and a sufficient number of Shares such that the minimum tender condition to the Offer was satisfied. In addition, the Depositary
advised Merger Sub that notices of guarantee have been delivered with respect to 41,983 additional Shares, representing approximately 0.4% of the outstanding Shares as of the expiration of the Offer (excluding for purposes of determining such
percentage all Shares held by the Company, Moodys or any of their respective subsidiaries). Each condition to the Offer was satisfied, and Merger Sub irrevocably accepted for purchase and payment all Shares that were validly tendered and not
validly withdrawn in accordance with the terms of the Offer, excluding Shares with respect to which notices of guaranteed delivery were delivered.
On October 15, 2018, following consummation of the Offer, Merger Sub merged with and into the Company (the Merger) with the
Company surviving as a wholly-owned subsidiary of Moodys (the Surviving Corporation). The Merger was governed by Section 3-106.1 of the Maryland General Corporation Law (the MGCL), with no stockholder vote of the
Company required to consummate the Merger. At the effective time of the Merger (the Effective Time), each Share not purchased in the Offer (other than Shares held by the Company, Moodys or any of their respective subsidiaries) was
automatically canceled and converted into the right to receive an amount in cash equal to the Offer Price.
The foregoing summary of the
material terms of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement attached as Exhibit 2.1 to the Current Report on Form
8-K
filed by the Company on August 30, 2018, which is incorporated herein by reference.
Item 1.02
Termination of a Material Definitive Agreement
In connection with the completion of the Merger, on October 15, 2018, all amounts
due and owing under the Amended and Restated Loan and Security Agreement (the Credit Agreement), dated as of January 28, 2016, by and among Reis Services, LLC, a Maryland limited liability company, as borrower, the Company, as
guarantor and Capital One, N.A., a national banking association, as lender were paid and the Credit Agreement was terminated. The material terms of the Credit Agreement are described in Exhibit 10.1 to the Companys Current Report on Form
10-K
filed on March 8, 2018. Such descriptions are hereby incorporated into this Current Report by reference.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As described in the Introductory Note above, on October 13, 2018, Merger Sub irrevocably accepted for purchase and payment all Shares
validly tendered and not validly withdrawn pursuant to the Offer on or prior to the Expiration Date (excluding Shares with respect to which notices of guaranteed delivery were delivered). On October 15, 2018, the Merger was completed pursuant
to Section
3-106.1
of the MGCL, with no stockholder vote of the Company required to consummate the Merger. Upon the consummation of the Merger, the Company became a wholly-owned subsidiary of Moodys.
The aggregate consideration paid by Merger Sub in the Offer and Merger and the related payments for options and restricted stock units
was approximately $278 million, without giving effect to related transaction fees and expenses. Moodys provided Merger Sub with the necessary funds to fund the Offer and the Merger through available cash on hand and borrowings at
prevailing effective rates under Moodys commercial paper program.