UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On June 30, 2020, Morningstar, Inc. (Morningstar or the Borrower) entered into a new Senior Credit Agreement (the Credit Agreement) with Bank of America, N.A., as Administrative Agent, Joint Lead Arranger and Joint Bookrunner and JPMorgan Chase Bank, N.A. as Joint Lead Arranger and Joint Bookrunner. The Credit Agreement provides Morningstar with a 364-day revolving credit facility with an aggregate principal amount of up to $50 million (Revolving Credit Facility). There is currently no borrowing under the Revolving Credit Facility and the proceeds may be used for working capital, capital expenditures and any other lawful corporate purpose.
Consistent with Morningstar’s existing senior credit facility, the Credit Agreement provides that the Borrower shall have a Consolidated Leverage Ratio as of the end of any fiscal quarter of not greater than 3.50 to 1.00; provided that, solely with respect to the four fiscal quarters following any Material Acquisition (as defined in the Credit Agreement), the Consolidated Leverage Ratio determined as of the end of such four fiscal quarters shall not be greater than 3.75 to 1.00. The Credit Agreement provides that the Borrower shall have a Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of not less than 3.00 to 1.00.
Morningstar’s obligations under the Credit Agreement are unconditionally guaranteed by Morningstar’s subsidiaries, Morningstar Investment Management LLC, Morningstar Research Services LLC and Morningstar Ratings Holding Corp., and will in the future be guaranteed by any other domestic subsidiary of Morningstar (with certain exceptions) that contributes 10% or more of the consolidated revenue of Morningstar in any fiscal year.
This summary of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Credit Agreement that is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On July 2, 2020, Morningstar completed its previously announced acquisition of Sustainalytics Holding B.V., a globally recognized leader in environmental, social, governance (ESG) ratings and research. Morningstar previously owned an approximate 40% ownership stake in Sustainalytics, first acquired in 2017, and has purchased the remaining approximate 60% of Sustainalytics shares upon closing of the transaction. A copy of the press release is filed as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
Include the following information:
(d) Exhibits.
| Exhibit No. | Description | ||
| 10.1 | Credit Agreement dated of as June 30, 2020 among Morningstar, Inc., certain subsidiaries of Morningstar, Inc., and lenders Bank of America, N.A. and JPMorgan Chase Bank, N.A. | ||
| 99.1 | Press Release dated July 6, 2020. | ||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MORNINGSTAR, INC. | ||
| Date: July 6, 2020 | By: | /s/ Jason Dubinsky |
| Jason Dubinsky | ||
| Chief Financial Officer | ||