01—Abstract
Summary
Summary of the 8-K filed June 5, 2024. Cited figures are marked; the original filing is the authoritative source.
Verisk Analytics, Inc. (VRSK) disclosed in this Form 8-K, filed June 5, 2024, that it issued $600,000,000a aggregate principal amount of 5.250% Senior Notes due 2034.
The company entered into an Underwriting Agreement dated May 21, 2024 with BofA Securities, Inc. and HSBC Securities (USA) Inc., as representatives of the underwriters, and the notes were registered under its shelf registration statement on Form S-3 (File No. 333-270827), filed March 24, 2023. On June 5, 2024, the company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee, entered into a Fourth Supplemental Indenture to the Base Indenture providing for the notes. Interest is payable June 5 and December 5 each year, beginning December 5, 2024, and the notes mature June 5, 2034.
The company may redeem the notes at a make-whole price before March 5, 2034, and at 100%b of principal plus accrued interest on or after that date. The indenture restricts the company and its subsidiaries from incurring liens and entering into sale and leaseback transactions, limits consolidations, mergers and transfers of substantially all assets, and requires an offer to repurchase the notes upon certain change of control events. The filing does not state the use of proceeds.
02—Key points
Key Highlights
- Issued $600,000,000 aggregate principal amount of 5.250% Senior Notes due 2034 under an Underwriting Agreement dated May 21, 2024.
- Underwriters' representatives are BofA Securities, Inc. and HSBC Securities (USA) Inc.
- Notes were registered under the Form S-3 shelf registration (File No. 333-270827) filed March 24, 2023.
- Fourth Supplemental Indenture dated June 5, 2024 with Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, N.A.
- Interest is payable semiannually on June 5 and December 5, beginning December 5, 2024; maturity is June 5, 2034.
- Make-whole redemption is available before March 5, 2034; redemption at 100% of principal plus accrued interest is available on or after that date.
- Indenture covenants restrict liens, sale and leaseback transactions, consolidations and mergers, and require a change of control repurchase offer.
03—Questions
Frequently Asked Questions
How much debt did Verisk issue and on what terms?
Verisk agreed to sell $600,000,000 aggregate principal amount of 5.250% Senior Notes due 2034. The notes pay interest on June 5 and December 5 each year, beginning December 5, 2024, and mature on June 5, 2034.
Can Verisk redeem the notes early?
Yes. Before March 5, 2034, Verisk may redeem the notes in whole or in part at a make-whole redemption price described in the indenture. On or after March 5, 2034, it may redeem some or all of the notes at 100% of principal plus accrued and unpaid interest.
What restrictions does the indenture place on Verisk?
The indenture restricts Verisk and its subsidiaries from incurring liens and entering into sale and leaseback transactions. It also limits Verisk's ability to consolidate, merge or transfer all or substantially all of its assets, and requires Verisk to offer to repurchase the notes upon certain change of control events.
Under what registration were the notes sold?
The notes were offered and sold pursuant to the Underwriting Agreement and are registered under Verisk's shelf registration statement on Form S-3 (File No. 333-270827), filed on March 24, 2023.
Where can investors find the full terms of the notes?
The descriptions in the filing are qualified in their entirety by the Underwriting Agreement (Exhibit 1.1), the Fourth Supplemental Indenture and forms of the securities (Exhibit 4.1), and the form of the notes (Exhibit 4.2). The Base Indenture was filed as Exhibit 4.1 to Verisk's Form 8-K filed March 6, 2019.
04—Continue