Item 1.01. Entry into a Material Definitive Agreement.
On February 6, 2014, MSCI Inc. (the "Company") entered into a $100.0 million
accelerated share repurchase agreement (the "ASR Agreement") with Morgan
Stanley & Co. LLC ("Morgan Stanley"), which began immediately. Under the ASR
Agreement, the Company paid Morgan Stanley $100.0 million in cash and received
approximately 1.7 million shares of the Company's common stock at the inception
of the ASR Agreement and may receive from Morgan Stanley additional shares at or
prior to maturity of the ASR Agreement. The total number of shares to be
repurchased will be based primarily on an arithmetic average of the
volume-weighted average prices of the Company's common stock on each trading day
during the repurchase period. This average price will be capped such that only
under limited circumstances will the Company be required to pay cash or deliver
shares to Morgan Stanley at settlement. The Company anticipates that all
repurchases under the ASR Agreement will be completed no later than the final
date of the repurchase period in May 2014, although Morgan Stanley has the right
to accelerate settlement of the ASR Agreement under certain circumstances.
The Company's payments under the ASR Agreement are being funded with cash on
hand. The repurchased shares will be held in treasury.
The ASR Agreement was entered into pursuant to the authorization remaining under
a $300.0 million share repurchase program approved by the board of directors of
the Company (the "Board of Directors") in December 2012. On February 4, 2014, in
addition to the ASR Agreement, the Company's Board of Directors authorized the
purchase of an additional $300.0 million of the Company's common stock. Share
repurchases may take place in the open market or in privately negotiated
transactions from time to time based on market and other conditions. This
authorization may be modified, suspended or terminated by the Board of Directors
at any time without prior notice.
Morgan Stanley and certain of its affiliates have engaged, and may in the future
engage, in financial advisory, investment banking and other services for the
Company and its affiliates. In addition, Morgan Stanley filed a Schedule 13G/A
on February 13, 2013 that publicly reported that it and its affiliate, Morgan
Stanley Investment Management, had acquired 11.4% of the Company's common stock,
but certified that such acquisition was made in the ordinary course of business
and that such shares were not acquired and are not held for the purpose of or
with the effect of changing or influencing the control of the Company and were
not acquired and are not held in connection with or as a participant in any
transaction having that purpose or effect.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 is incorporated herein by reference.