DRS/A: Draft Registration Statement
Published on
Confidential Treatment Requested by S&P Global Mobility Holding Company
Pursuant to 17 C.F.R. Section 200.83
Pursuant to 17 C.F.R. Section 200.83
As Confidentially Submitted to the Securities and Exchange Commission on January 21, 2026.
File No. 001-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
S&P Global Mobility Holding Company
(Exact Name of Registrant as Specified in Its Charter)
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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39-4621962
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(State or Other Jurisdiction of
Incorporation or Organization) |
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(I.R.S. Employer
Identification Number) |
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55 Water Street
New York, New York 10041
(Address of Principal Executive Offices)
New York, New York 10041
(Address of Principal Executive Offices)
703-934-2664
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Copies to:
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Michael Kaplan
Roshni Banker Cariello Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 |
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
☐
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Non-accelerated filer
☒
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Smaller reporting company
☐
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Emerging growth company
☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Confidential Treatment Requested by S&P Global Mobility Holding Company
Pursuant to 17 C.F.R. Section 200.83
S&P Global Mobility Holding Company
INFORMATION REQUIRED IN REGISTRATION STATEMENT
CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT AND ITEMS OF FORM 10
Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1 (the “information statement”). None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.
Item 1.
Business.
The information required by this item is contained in the sections “Summary,” “Risk Factors,” “Special Note Regarding Forward-Looking Statements,” “The Separation,” “Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Business,” “Compensation Discussion and Analysis,” “Management,” “Certain Relationships and Related Party Transactions,” “Where You Can Find More Information” and “Index to Combined Financial Statements” (and the statements referenced therein) of the information statement. Those sections are incorporated herein by reference.
Item 1A.
Risk Factors.
The information required by this item is contained in the sections “Risk Factors” and “Special Note Regarding Forward-Looking Statements” of the information statement. Those sections are incorporated herein by reference.
Item 2.
Financial Information.
The information required by this item is contained in the sections “Summary,” “Risk Factors,” “Capitalization,” “Unaudited Pro Forma Condensed Combined Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Combined Financial Statements” (and the statements referenced therein) of the information statement. Those sections are incorporated herein by reference.
Item 3.
Properties.
The information required by this item is contained in the section “Business — Properties” of the information statement. That section is incorporated herein by reference.
Item 4.
Security Ownership of Certain Beneficial Owners and Management.
The information required by this item is contained in the section “Ownership of Common Stock by Certain Beneficial Owners and Management” of the information statement. That section is incorporated herein by reference.
Item 5.
Directors and Executive Officers.
The information required by this item is contained in the section “Management” of the information statement. That section is incorporated herein by reference.
Item 6.
Executive Compensation.
The information required by this item is contained in the sections “Compensation Discussion and Analysis” and “Management” of the information statement. Those sections are incorporated herein by reference.
Item 7.
Certain Relationships and Related Transactions, and Director Independence.
The information required by this item is contained in the sections “The Separation — Agreements with S&P Global,” “Certain Relationships and Related Party Transactions,” “Management,” “Compensation
Confidential Treatment Requested by S&P Global Mobility Holding Company
Pursuant to 17 C.F.R. Section 200.83
Discussion and Analysis” and “Ownership of Common Stock by Certain Beneficial Owners and Management” of the information statement. Those sections are incorporated herein by reference.
Item 8.
Legal Proceedings.
The information required by this item is contained in the section “Business — Legal Proceedings” of the information statement. That section is incorporated herein by reference.
Item 9.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.
The information required by this item is contained in the sections “Summary,” “Risk Factors,” “The Separation,” “Dividend Policy,” “Capitalization” and “Description of Capital Stock” of the information statement. Those sections are incorporated herein by reference.
Item 10.
Recent Sales of Unregistered Securities.
The information required by this item is contained in the section “Description of Capital Stock — Distributions of Securities” of the information statement. That section is incorporated herein by reference.
Item 11.
Description of Registrant’s Securities to Be Registered.
The information required by this item is contained in the section “Description of Capital Stock” of the information statement. That section is incorporated herein by reference.
Item 12.
Indemnification of Directors and Officers.
The information required by this item is contained in the section “Description of Capital Stock” of the information statement. That section is incorporated herein by reference.
Item 13.
Financial Statements and Supplementary Data.
The information required by this item is contained in the section “Index to Combined Financial Statements” (and the statements referenced therein) of the information statement. That section is incorporated herein by reference.
Item 14.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Not applicable.
Item 15.
Financial Statements and Exhibits.
(a)
Financial Statements
The information required by this item is contained in the section “Index to Combined Financial Statements” (and the statements referenced therein) of the information statement. That section is incorporated herein by reference.
Confidential Treatment Requested by S&P Global Mobility Holding Company
Pursuant to 17 C.F.R. Section 200.83
(b)
Exhibits
The following documents are filed as exhibits hereto:
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Exhibit
Number |
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Exhibit Title
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| | 2.1 | | | Form of Separation and Distribution Agreement between S&P Global Inc. and S&P Global Mobility Holding Company* | |
| | 3.1 | | | Form of Amended and Restated Articles of Incorporation of S&P Global Mobility Holding Company* | |
| | 3.2 | | | Form of Amended and Restated Bylaws of S&P Global Mobility Holding Company* | |
| | 10.1 | | | Form of Transition Services Agreement between S&P Global Inc. and S&P Global Mobility Holding Company* | |
| | 10.2 | | | Form of Tax Matters Agreement between S&P Global Inc. and S&P Global Mobility Holding Company* | |
| | 10.3 | | | Form of Employee Matters Agreement between S&P Global Inc. and S&P Global Mobility Holding Company* | |
| | 10.4 | | | Form of Executive Employment Agreement of William W. Eager* | |
| | 10.5 | | | Form of Executive Employment Agreement of Matthew A. Calderone* | |
| | 10.6 | | | Form of Executive Employment Agreement of Scott Fredericks* | |
| | 10.7 | | | Form of Executive Employment Agreement of Joseph S. LaFeir* | |
| | 10.8 | | | Form of S&P Global Mobility Holding Company Omnibus Equity Incentive Plan* | |
| | 10.9 | | | Form of Indemnification Agreement for Non-Employee Directors* | |
| | 21.1 | | | Subsidiaries of the Registrant* | |
| | 99.1 | | | Preliminary Information Statement dated January 21, 2026 | |
| | 99.2 | | | Form of Notice of Internet Availability of Information Statement Materials* | |
*
To be filed by amendment.
Confidential Treatment Requested by S&P Global Mobility Holding Company
Pursuant to 17 C.F.R. Section 200.83
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
S&P Global Mobility Holding Company
By:
Name:
William W. Eager
Title:
Chief Executive Officer
Date: , 2026