UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01. | Other Events. |
On January 27, 2023, Morningstar, Inc. entered into a (i) Termination Agreement (the “Termination Agreement”) with Morningstar Japan K.K. (“MJKK”), and (ii) a Tender Offer Agreement (the “Tender Offer Agreement”) with SBI Global Asset Management Co., Ltd. (“SBI”). Each of Morningstar, Inc. and SBI is a shareholder in MJKK, with Morningstar, Inc. owning approximately 20% of the common stock of MJKK and SBI owning approximately 40% of the common stock of MJKK. MJKK is listed on the Prime Market of the Tokyo Stock Exchange under the securities code 4765.
Pursuant to the Termination Agreement, Morningstar, Inc. and MJKK agreed to terminate that certain License Agreement, dated as of April 8, 1998 (the “License Agreement”), between Morningstar, Inc. and MJKK, and for MJKK to cease use of the Morningstar brand licensed thereunder. As consideration for the termination of the License Agreement, Morningstar, Inc. agreed to pay MJKK 8 billion Japanese yen (approximately $60 million).
As part of such consideration, pursuant to the Tender Offer Agreement, SBI agreed to launch a tender offer for the purpose of acquiring 10,000,000 shares of MJKK held by Morningstar, Inc., and Morningstar, Inc. agreed to tender 10,000,000 of its shares in MJKK. Morningstar, Inc. intends to apply the proceeds from the tender offer to the consideration for the termination of the License Agreement.
The tender offer is expected to close on February 28, 2023, and the License Agreement is expected to be terminated on March 30, 2023.
Morningstar, Inc. intends to further develop its global and independent research, ratings, data, software, indexes, asset management services, and other products for the Japanese market by taking advantage of the Morningstar brand through Ibbotson Associates Japan, Inc., a Morningstar subsidiary currently operating in Japan.
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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: January 31, 2023 | By: | /s/ Jason Dubinsky |
| Name: | Jason Dubinsky | |
| Title: | Chief Financial Officer | |
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