Market Overview

Moody's and Reis Announce Expiration of Hart-Scott-Rodino Waiting Period

Share:

Moody's Corporation (NYSE:MCO) and Reis, Inc. (NASDAQ:REIS) announced
today that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 with respect to Moody's pending acquisition of
Reis expired at 11:59 p.m., Eastern Time, on September 28, 2018.

This press release features multimedia. View the full release here:
https://www.businesswire.com/news/home/20181001005268/en/

As previously announced on September 13, 2018, Moody's wholly-owned
subsidiary, Moody's Analytics Maryland Corp., commenced a tender offer
to purchase all of the issued and outstanding shares of common stock of
Reis at a purchase price of $23.00 per share, net to the seller in cash,
without interest and less any applicable withholding taxes. The tender
offer follows an announcement on August 30, 2018 that Moody's and Reis
had entered into a definitive merger agreement for Moody's to acquire
all outstanding shares of Reis in an all-cash transaction valued at
approximately $278 million. The transaction has been approved by the
Boards of Directors of both companies.

The expiration of the Hart-Scott-Rodino Act waiting period satisfies one
of the conditions of the completion of the tender offer. Completion of
the tender offer remains subject to other customary closing conditions,
including the tender of a majority of the issued and outstanding shares
of Reis common stock (other than shares owned by Reis's wholly-owned
subsidiaries). The tender offer period is scheduled to expire at 11:59
p.m., Eastern Time, on October 12, 2018, unless extended or terminated
earlier.

Complete terms and conditions of the tender offer can be found in the
Offer to Purchase, the related Letter of Transmittal and certain other
materials filed by Moody's with the U.S. Securities and Exchange
Commission (SEC) on September 13, 2018, and available at www.sec.gov.
In addition, on September 13, 2018, Reis filed a
Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC
relating to the tender offer.

Copies of the Offer to Purchase, the related Letter of Transmittal and
other materials related to the tender offer may be obtained for free
from the information agent, D.F. King & Co., Inc., toll-free at
877-732-3617. Banks and brokers may call the information agent collect
at 212-269-5550. The depositary for the tender offer is American Stock
Transfer & Trust Company, LLC.

ABOUT MOODY'S CORPORATION

Moody's is an essential component of the global capital markets,
providing credit ratings, research, tools and analysis that contribute
to transparent and integrated financial markets. Moody's Corporation
(NYSE:MCO) is the parent company of Moody's Investors Service, which
provides credit ratings and research covering debt instruments and
securities, and Moody's Analytics, which offers leading-edge software,
advisory services and research for credit and economic analysis and
financial risk management. The corporation, which reported revenue of
$4.2 billion in 2017, employs approximately 12,300 people worldwide and
maintains a presence in 42 countries. Further information is available
at www.moodys.com.

ABOUT REIS

Reis provides commercial real estate ("CRE") market information and
analytical tools to real estate professionals. Reis maintains a
proprietary database of information on all commercial properties in
metropolitan markets and neighborhoods throughout the U.S. This
information is used by CRE investors, lenders and other professionals to
make informed buying, selling and financing decisions. In addition, Reis
data is used by debt and equity investors to assess, quantify and manage
the risks of default and loss associated with individual mortgages,
properties, portfolios and real estate backed securities. Reis currently
provides its information services to many of the nation's leading
lending institutions, equity investors, brokers and appraisers.

For more information regarding Reis's products and services, visit www.reis.com and www.reisreports.com.

Additional Information and Where to Find It

This communication is for informational purposes only and is neither an
offer to purchase nor a solicitation of an offer to sell any shares of
Reis or any other securities. A Tender Offer Statement on Schedule TO,
including an Offer to Purchase, the related Letter of Transmittal and
certain other materials, has been filed with the SEC by Moody's and its
merger subsidiary, Moody's Analytics Maryland Corp., and a
Solicitation/Recommendation Statement on Schedule 14D-9 has been filed
with the SEC by Reis. The tender offer will only be made pursuant to the
Offer to Purchase, the related Letter of Transmittal and the other
documents filed as a part of the Schedule TO.

INVESTORS AND SECURITY HOLDERS ARE URGED TO READ BOTH THE TENDER OFFER
MATERIALS (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF
TRANSMITTAL AND THE OTHER TENDER OFFER MATERIALS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9 FILED BY REIS
REGARDING THE OFFER, IN EACH CASE, AS THEY MAY BE AMENDED FROM TIME TO
TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ
CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFER.
INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THESE
STATEMENTS AND OTHER DOCUMENTS FILED WITH THE SEC AT THE WEBSITE
MAINTAINED BY THE SEC AT WWW.SEC.GOV OR
BY DIRECTING SUCH REQUESTS TO THE INFORMATION AGENT FOR THE TENDER OFFER.

Forward-Looking Statements

Certain statements contained in this release are forward-looking
statements and are based on future expectations, plans and prospects for
Moody's business and operations that involve a number of risks and
uncertainties. The forward-looking statements and other information in
this release are made as of the date hereof (except where noted
otherwise), and Moody's undertakes no obligation (nor does it intend) to
publicly supplement, update or revise such statements on a going-forward
basis, whether as a result of subsequent developments, changed
expectations or otherwise. Moody's is identifying certain factors, risks
and uncertainties that could cause actual results to differ, perhaps
materially, from those indicated by these forward-looking statements.
Those factors, risks and uncertainties include, but are not limited to,
credit market disruptions or economic slowdowns, which could affect the
volume of debt and other securities issued in domestic and/or global
capital markets; other matters that could affect the volume of debt and
other securities issued in domestic and/or global capital markets,
including regulation, credit quality concerns, changes in interest rates
and other volatility in the financial markets such as that due to the
U.K.'s referendum vote whereby the U.K. citizens voted to withdraw from
the EU; the level of merger and acquisition activity in the U.S. and
abroad; the uncertain effectiveness and possible collateral consequences
of U.S. and foreign government actions affecting world-wide credit
markets, international trade and economic policy; concerns in the
marketplace affecting our credibility or otherwise affecting market
perceptions of the integrity or utility of independent credit agency
ratings; the introduction of competing products or technologies by other
companies; pricing pressure from competitors and/or customers; the level
of success of new product development and global expansion; the impact
of regulation as an NRSRO, the potential for new U.S., state and local
legislation and regulations, including provisions in the Financial
Reform Act and regulations resulting from that Act; the potential for
increased competition and regulation in the EU and other foreign
jurisdictions; exposure to litigation related to our rating opinions, as
well as any other litigation, government and regulatory proceedings,
investigations and inquires to which Moody's may be subject from time to
time; provisions in the Financial Reform Act legislation modifying the
pleading standards, and EU regulations modifying the liability
standards, applicable to credit rating agencies in a manner adverse to
credit rating agencies; provisions of EU regulations imposing additional
procedural and substantive requirements on the pricing of services and
the expansion of supervisory remit to include non-EU ratings used for
regulatory purposes; the possible loss of key employees; failures or
malfunctions of our operations and infrastructure; any vulnerabilities
to cyber threats or other cybersecurity concerns; the outcome of any
review by controlling tax authorities of Moody's global tax planning
initiatives; exposure to potential criminal sanctions or civil remedies
if Moody's fails to comply with foreign and U.S. laws and regulations
that are applicable in the jurisdictions in which Moody's operates,
including data protection and privacy laws, sanctions laws,
anti-corruption laws, and local laws prohibiting corrupt payments to
government officials; the impact of mergers, acquisitions or other
business combinations and the ability of Moody's to successfully
integrate acquired businesses; currency and foreign exchange volatility;
the level of future cash flows; the levels of capital investments; and a
decline in the demand for credit risk management tools by financial
institutions. Other factors, risks and uncertainties relating to our
acquisition of Reis could cause our actual results to differ materially
from those indicated by these forward-looking statements, including
uncertainties as to how many of Reis's stockholders will tender their
shares in the offer; the possibility that competing offers will be made;
risks relating to filings and approvals relating to the acquisition; the
expected timing of the completion of the acquisition; the ability to
complete the acquisition considering the various closing conditions;
difficulties or unanticipated expenses in connection with integrating
Reis's operations, products and employees into Moody's and the
possibility that anticipated synergies and other benefits of the
acquisition will not be realized in the amounts anticipated or will not
be realized within the expected timeframe; risks that the acquisition
could have an adverse effect on the business of Reis or its prospects,
including, without limitation, on relationships with vendors, suppliers
or customers; claims made, from time to time, by vendors, suppliers or
customers; changes in the global marketplace that have an adverse effect
on the business of Reis; and the accuracy of any assumptions underlying
any of the foregoing. These factors, risks and uncertainties as well as
other risks and uncertainties that could cause Moody's actual results to
differ materially from those contemplated, expressed, projected,
anticipated or implied in the forward-looking statements are described
in greater detail under "Risk Factors" in Part I, Item 1A of the Moody's
annual report on Form 10-K for the year ended December 31, 2017, the
tender offer documents to be filed with the SEC by Moody's and its
acquisition subsidiary and the solicitation/recommendation statement on
Schedule 14D-9 to be filed by Reis and other filings made by Moody's
from time to time with the SEC or materials incorporated herein or
therein. Stockholders and investors are cautioned that the occurrence of
any of these factors, risks and uncertainties may cause Moody's actual
results to differ materially from those contemplated, expressed,
projected, anticipated or implied in the forward-looking statements,
which could have a material and adverse effect on Moody's business,
results of operations and financial condition. New factors may emerge
from time to time, and it is not possible for Moody's to predict new
factors, nor can Moody's assess the potential effect of any new factors
on it.

View Comments and Join the Discussion!
 
Don't Miss Any Updates!
News Directly in Your Inbox
Subscribe to:
Benzinga Premarket Activity
Get pre-market outlook, mid-day update and after-market roundup emails in your inbox.
Market in 5 Minutes
Everything you need to know about the market - quick & easy.
Daily Analyst Rating
A summary of each day’s top rating changes from sell-side analysts on the street.
Fintech Focus
A daily collection of all things fintech, interesting developments and market updates.
Thank You

Thank you for subscribing! If you have any questions feel free to call us at 1-877-440-ZING or email us at vipaccounts@benzinga.com