Exhibit 4.4


 


FIFTH SUPPLEMENTAL
INDENTURE


 


FIFTH SUPPLEMENTAL
INDENTURE (this “Fifth Supplemental Indenture”), dated as of December 1, 2021, between IHS Markit Ltd., a Bermuda exempted
company limited by shares (the “Company”), and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National
Association, as trustee (the “Trustee”).


 


W I T N E S S
E T H 


 


WHEREAS,
the Company has heretofore executed and delivered to the Trustee an indenture, dated as of July 23, 2018 (the “Base Indenture”),
as supplemented by (i) the first supplemental indenture, dated as of July 23, 2018, between the Company and the Trustee (the “First
Supplemental Indenture”), providing for the issuance of the Company’s 4.125% Senior Notes due 2023 (the “2023 Notes”),
(ii) the second supplemental indenture, dated as of July 23, 2018, between the Company and the Trustee (the “Second Supplemental
Indenture”), providing for the issuance of the Company’s 4.750% Senior Notes due 2028 (the “2028 Notes”), (iii)
the third supplemental indenture, dated as of April 8, 2019, between the Company and the Trustee (the “Third Supplemental Indenture”),
providing for the issuance of the Company’s 3.625% Senior Notes due 2024 (the “2024 Notes”), and (iv) the fourth supplemental
indenture, dated as of April 8, 2019, between the Company and the Trustee (the “Fourth Supplemental Indenture” and, together
with the Base Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the
“Indenture”), providing for the issuance of the Company’s 4.250% Senior Notes due 2029 (the “2029 Notes”
and, together with the 2023 Notes, the 2024 Notes and the 2028 Notes, the “Notes”);


 


WHEREAS,
$500,000,000 in aggregate principal amount of the 2023 Notes, $400,000,000 in aggregate principal amount of the 2024 Notes, $750,000,000
in aggregate principal amount of the 2028 Notes and $950,000,000 aggregate principal amount of the 2029 Notes are currently outstanding;


 


WHEREAS,
subject to certain exceptions, Section 9.02 of the Base Indenture provides, among other things, that the Indenture may be amended, with
respect to the Notes of any series then outstanding, with the consent of holders of a majority in principal amount of the Notes of such
series (including consents obtained in connection with a tender offer or exchange offer for the Notes of such series);


 


WHEREAS,
on November 29, 2020, the Company and S&P Global, Inc., a New York Corporation (“S&P Global”), entered into an agreement
and plan of merger, as may be amended from time to time, pursuant to which, among other things, Sapphire Subsidiary, Ltd., a Bermuda
exempted company limited by shares and a wholly owned subsidiary of S&P Global, will merge with and into the Company, with the Company
surviving the merger as a wholly owned subsidiary of S&P Global (the “Merger”);


 


WHEREAS,
in connection with the Merger, S&P Global Market Intelligence, Inc., a Delaware corporation and a wholly owned subsidiary of S&P
Global (“Market Intelligence”), has issued an Offering Memorandum and Consent Solicitation Statement, dated November 16,
2021 (the “Offering Memorandum”), pursuant to which Market Intelligence has (i) offered to


 




     


     


    

exchange the 2023
Notes for new 4.125% Senior Notes due 2023 issued by S&P Global and cash, the 2024 Notes for new 3.625% Senior Notes due 2024 issued
by S&P Global and cash, the 2028 Notes for new 4.750% Senior Notes due 2028 issued by S&P Global and cash and the 2029 Notes
for new 4.250% Senior Notes due 2029 issued by S&P Global (collectively, the “Exchange Notes”) and cash (collectively,
the “Exchange Offers”) and (ii) solicited consents (the “Consent Solicitations”), on behalf of the Company, from
certain holders of each series of the Notes to amend the Indenture as set forth in Article I hereof;


 


WHEREAS,
the Company has received evidence of the consent of the holders of at least a majority in aggregate principal amount of each series of
the Notes outstanding, which consents have not been withdrawn, to the execution and delivery of this Fifth Supplemental Indenture pursuant
to the Exchange Offers and the Consent Solicitations;


 


WHEREAS,
the Company requests the Trustee to join with it in the execution and delivery of this Fifth Supplemental Indenture, and, in accordance
with Section 9.05 of the Base Indenture, the Company has delivered to the Trustee simultaneously with the execution and delivery of this
Fifth Supplemental Indenture evidence of the consent of the holders of at least a majority in aggregate principal amount of each series
of the Notes outstanding, which consents have not been withdrawn, to the execution and delivery of this Fifth Supplemental Indenture
pursuant to the Exchange Offer and the Consent Solicitation and (ii) delivered to the Trustee simultaneously with the execution and delivery
of this Fifth Supplemental Indenture an Officer’s Certificate and an Opinion of Counsel relating to this Fifth Supplemental Indenture;
and


 


WHEREAS,
all requirements necessary to make this Fifth Supplemental Indenture a valid, binding and enforceable instrument in accordance with its
terms have been met and performed, and the execution and delivery of this Fifth Supplemental Indenture has been duly authorized in all
respects.


 


NOW, THEREFORE,
in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the
Company and the Trustee mutually covenant and agree for the benefit of each other and for the equal and ratable benefit of the holders
of the Notes as follows:


 


ARTICLE
I



AMENDMENTS TO INDENTURE AND NOTES


 


SECTION 1.1AMENDMENTS
TO ARTICLES FOUR AND SIX OF THE BASE INDENTURE.


 


(a)       Section
4.05 (Reports by the Company) of the Base Indenture is hereby deleted in its entirety and replaced with “[Intentionally Omitted],”
and all references and definitions related solely thereto are deleted in their entirety.


 


(b)       Clauses
(c), (d) and (e) of Section 6.01 (Events of Default) of the Base Indenture are hereby deleted in their entirety and replaced with “[Intentionally
Omitted],” and all references in the Indenture to the clauses so eliminated are deleted in their entirety.


 




     


     


    

SECTION 1.2AMENDMENTS
TO ARTICLES FOUR, FIVE AND SIX OF THE FIRST SUPPLEMENTAL INDENTURE.


 


(a)       The
First Supplemental Indenture is hereby amended by deleting the following Sections of the First Supplemental Indenture and all references
and definitions related solely thereto in their entirety:


 


		•	Section 4.01 (Offer to Repurchase
                                            Upon Change of Control Triggering Event);



 


		•	Section 4.02 (Limitation on Liens);



 


		•	Section 4.03 (Limitation on Sale/Leaseback
                                            Transactions);



 


		•	Section 4.05 (Future Guarantors);
                                            and



 


		•	Section 5.01 (Merger, Consolidation
                                            or Sale of All or Substantially All Assets).



 


All such deleted
Sections are replaced with “[Intentionally Omitted].”


 


(b)       Clauses
(1), (2), (3), (4) and (5) of Section 6.01 (Events of Default) of the First Supplemental Indenture are hereby deleted in their entirety
and replaced with “[Intentionally Omitted],” and all references in the First Supplemental Indenture to the clauses so eliminated
are deleted in their entirety.


 


SECTION 1.3AMENDMENTS
TO ARTICLES FOUR, FIVE AND SIX OF THE SECOND SUPPLEMENTAL INDENTURE.


 


(a)       The
Second Supplemental Indenture is hereby amended by deleting the following Sections of the Second Supplemental Indenture and all references
and definitions related solely thereto in their entirety:


 


		•	Section 4.01 (Offer to Repurchase
                                            Upon Change of Control Triggering Event);



 


		•	Section 4.02 (Limitation on Liens);



 


		•	Section 4.03 (Limitation on Sale/Leaseback
                                            Transactions);



 


		•	Section 4.05 (Future Guarantors);
                                            and



 


		•	Section 5.01 (Merger, Consolidation
                                            or Sale of All or Substantially All Assets).



 


All such deleted
Sections are replaced with “[Intentionally Omitted].”


 


(b)       Clauses
(1), (2), (3), (4) and (5) of Section 6.01 (Events of Default) of the Second Supplemental Indenture are hereby deleted in their entirety
and replaced with “[Intentionally Omitted],” and all references in the Second Supplemental Indenture to the clauses so eliminated
are deleted in their entirety.


 




     


     


    

SECTION 1.4AMENDMENTS
TO ARTICLES FOUR, FIVE AND SIX OF THE THIRD SUPPLEMENTAL INDENTURE.


 


(a)       The
Third Supplemental Indenture is hereby amended by deleting the following Sections of the Third Supplemental Indenture and all references
and definitions related solely thereto in their entirety:


 


		•	Section 4.01 (Offer to Repurchase
                                            Upon Change of Control Triggering Event);



 


		•	Section 4.02 (Limitation on Liens);



 


		•	Section 4.03 (Limitation on Sale/Leaseback
                                            Transactions);



 


		•	Section 4.05 (Future Guarantors);
                                            and



 


		•	Section 5.01 (Merger, Consolidation
                                            or Sale of All or Substantially All Assets).



 


All such deleted
Sections are replaced with “[Intentionally Omitted].”


 


(b)       Clauses
(1), (2), (3), (4) and (5) of Section 6.01 (Events of Default) of the Third Supplemental Indenture are hereby deleted in their entirety
and replaced with “[Intentionally Omitted],” and all references in the Third Supplemental Indenture to the clauses so eliminated
are deleted in their entirety.


 


SECTION 1.5AMENDMENTS
TO ARTICLES FOUR, FIVE AND SIX OF THE FOURTH SUPPLEMENTAL INDENTURE.


 


(a)       The
Fourth Supplemental Indenture is hereby amended by deleting the following Sections of the Fourth Supplemental Indenture and all references
and definitions related solely thereto in their entirety:


 


		•	Section 4.01 (Offer to Repurchase
                                            Upon Change of Control Triggering Event);



 


		•	Section 4.02 (Limitation on Liens);



 


		•	Section 4.03 (Limitation on Sale/Leaseback
                                            Transactions);



 


		•	Section 4.05 (Future Guarantors);
                                            and



 


		•	Section 5.01 (Merger, Consolidation
                                            or Sale of All or Substantially All Assets).



 


All such deleted
Sections are replaced with “[Intentionally Omitted].”


 


(b)       Clauses
(1), (2), (3), (4) and (5) of Section 6.01 (Events of Default) of the Fourth Supplemental Indenture are hereby deleted in their entirety
and replaced with “[Intentionally Omitted],” and all references in the Fourth Supplemental Indenture to the clauses so eliminated
are deleted in their entirety.


 




     


     


    

SECTION 1.6AMENDMENTS
TO NOTES. The Notes are hereby amended to delete all provisions inconsistent with the amendments to the Indenture effected by this Fifth
Supplemental Indenture.


 


ARTICLE
II



MISCELLANEOUS PROVISIONS


 


SECTION 2.1CAPITALIZED
TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


 


SECTION 2.2ForcE
Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations
hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation any act or provision
of any present or future law or regulation or governmental authority, natural disaster, strikes, work stoppages, accidents, acts of war
or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, labor dispute, disease, epidemic or pandemic,
quarantine, national emergency and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware)
services, communications system failure, malware or ransomware or other unavailability of the Federal Reserve Bank wire or facsimile
or telex system or other funds transfer system or other wire or communication facility or unavailability of any securities clearing system;
it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry
to resume performance as soon as practicable under the circumstances.


 


SECTION 2.3No
Adverse Interpretation of Other Agreements. This Fifth Supplemental Indenture may not be used to interpret another indenture or
loan or debt agreement of the Company or any Subsidiary of the Company. Any such indenture or agreement may not be used to interpret
this Fifth Supplemental Indenture.


 


SECTION 2.4INDENTURE.
Except as amended hereby, the Indenture and the Notes are in all respects ratified and confirmed and all the terms shall remain in full
force and effect. This Fifth Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore
or hereafter authenticated and delivered under the Indenture shall be bound hereby and all terms and conditions of both shall be read
together as though they constitute a single instrument, except that in the case of conflict the provisions of this Fifth Supplemental
Indenture shall control.


 


SECTION 2.5GOVERNING
LAW. The laws of the State of New York shall govern this Fifth Supplemental INDENTURE.


 


SECTION 2.6CONSENT
TO JURISDICTION. Any legal suit, action or proceeding arising out of or based upon this Fifth Supplemental Indenture or the transactions
contemplated hereby (“Related Proceedings”) may be instituted in the federal courts of the United States of America located
in the Borough of Manhattan in the City of New York or the courts of the State of New York in each case located in the City of New York
(collectively, the “Specified Courts”), and each party irrevocably submits to the non-exclusive jurisdiction of such courts
in any such suit,


 




     


     


    

action or proceeding.
Service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to
such party’s address set forth above shall be effective service of process for any suit, action or other proceeding brought in
any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding
in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding
has been brought in an inconvenient forum.


 


SECTION 2.7WAIVER
OF JURY TRIAL. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FIFTH SUPPLEMENTAL INDENTURE OR THE TRANSACTIONS
CONTEMPLATED HEREBY.


 


SECTION 2.8SUCCESSORS.
All agreements of the Company in this Fifth Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Fifth
Supplemental Indenture shall bind its successors.


 


SECTION 2.9COUNTERPARTS.
The parties may sign any number of copies of this Fifth Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement. The exchange of copies of this Fifth Supplemental Indenture and of signature pages by facsimile
or electronic document format (e.g., “.pdf” or “.tif”) transmission shall constitute effective execution and
delivery of this Fifth Supplemental Indenture as to the parties hereto and may be used in lieu of the original Fifth Supplemental Indenture
for all purposes.


 


The words “execution,” “signed,”
“signature,” and words of like import in this Fifth Supplemental Indenture or any agreement entered into in connection herewith
shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal
effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the
case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act (e.g. DocuSign).


 


This Fifth Supplemental Indenture shall
be valid, binding, and enforceable against a party when executed and delivered by an authorized individual on behalf of the party by
means of (i) an original manual signature; (ii) a faxed, scanned, or photocopied manual signature, or (iii) any other electronic signature
permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions
Act, and/or any other relevant electronic signatures law, including any relevant provisions of the UCC (collectively, “Signature
Law”), in each case to the extent applicable. Each faxed, scanned, or photocopied manual signature, or other electronic signature,
shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party
hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual
signature, or other electronic signature, of any other party and shall have no duty to investigate, confirm or otherwise verify the validity
or authenticity thereof.


 




     


     


    

This Fifth Supplemental Indenture may
be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute
one and the same instrument. For the avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings
when required under the UCC or other Signature Law due to the character or intended character of the writings.


 


SECTION 2.10SEVERABILITY.
In case any provision in this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby.


 


SECTION 2.11THE
TRUSTEE. The Trustee accepts the amendments of the Indenture effected by this Fifth Supplemental Indenture and agrees to perform its
duties under the Indenture as hereby amended, but on the terms and conditions set forth in the Indenture, including the terms and provisions
defining the rights and limiting the liabilities and responsibilities of the Trustee, which terms and provisions shall in like manner
define its rights and limit its liabilities and responsibilities in the performance of its duties under the Indenture as hereby amended.
All of the provisions contained in the Indenture in respect of the rights, privileges, immunities, powers, and duties of the Trustee
shall be applicable in respect of this Fifth Supplemental Indenture as fully and with like force and effect as though fully set forth
in full herein. The Trustee makes no representation as to and shall not be responsible in any manner whatsoever for or in respect of
the validity or sufficiency of this Fifth Supplemental Indenture, the Merger, the Exchange Offers, the Exchange Notes, the Consent Solicitations,
any document used in connection with the Exchange Offers or the Consent Solicitations, or for or in respect of the recitals contained
herein, all of which recitals are made solely by the Company, and the Trustee assumes no responsibility for the same.


 


SECTION 2.12EFFECTIVENESS.
The provisions of this Fifth Supplemental Indenture shall be effective and binding upon execution and delivery of this instrument by
the parties hereto. Notwithstanding the foregoing sentence, the amendments set forth in Article I of this Fifth Supplemental Indenture
shall become operative only upon the consummation and settlement of the Exchange Offers and the Consent Solicitations in accordance with
the terms and conditions set forth in the Offering Memorandum, including the condition that the Merger shall have been consummated. The
Company shall notify the Trustee in writing promptly after the Exchange Offers and the Consent Solicitations is consummated or after
the Company shall determine that the Exchange Offers and the Consent Solicitations will not be consummated. The Company, by providing
written notice to the Trustee of the consummation of the Exchange Offers and the Consent Solicitations, hereby represents, warrants,
and certifies to the Trustee that the holders of at least a majority in aggregate principal amount of the Notes outstanding have provided
consents to the execution of this Fifth Supplemental Indenture.


 


SECTION 2.13HEADINGS.
The headings of the Sections of this Fifth Supplemental Indenture have been inserted for convenience of reference only, are not to be
considered a part of this Fifth Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.


 




     


     


    

IN WITNESS WHEREOF,
the parties hereto have caused this Fifth Supplemental Indenture to be duly executed and delivered, all as of the date first above written.


 


 


	 	 	 	IHS MARKIT LTD. 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/ Jonathan Gear   	 
	 	 	 	 	Name:	Jonathan Gear	 
	 	 	 	 	Title:	Executive Vice President and Chief Financial Officer	 
	 	 	 	 	 	 	 





	 	 	 	COMPUTERSHARE TRUST COMPANY, N.A.,

                    as Trustee 
	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	/s/
Linda Lopez    	 
	 	 	 	 	Name:	Linda Lopez	 
	 	 	 	 	Title:	Assistant Vice President	 
	 	 	 	 	 	 	 





 


 


 


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