01—Abstract
Summary
Summary of the 8-K filed March 11, 2025. Cited figures are marked; the original filing is the authoritative source.
On March 11, 2025, Verisk Analytics, Inc. disclosed that it had entered into an Underwriting Agreement dated March 6, 2025 with BofA Securities, Inc. and HSBC Securities (USA) Inc., as representatives of the underwriters, to sell $700,000,000a aggregate principal amount of its 5.250% Senior Notes due 2035.
The notes were offered under the company's shelf registration statement on Form S-3 (File No. 333-270827), filed March 24, 2023. On March 11, 2025, the company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, N.A., as trustee, entered into a fifth supplemental indenture to the base indenture providing for the issuance of the notes. The notes bear interest at 5.250%b per annum, mature on March 15, 2035, and pay interest semi-annually on March 15 and September 15, beginning September 15, 2025.
The company may redeem the notes at a make-whole price at any time prior to December 15, 2034, and at 100%c 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 sales of all or substantially all assets, and requires an offer to repurchase the notes upon certain change of control events. The filing incorporates the underwriting agreement, the indentures, the notes form and a legality opinion from Davis Polk & Wardwell LLP by reference as exhibits.
02—Key points
Key Highlights
- Verisk Analytics sold $700,000,000 aggregate principal amount of 5.250% Senior Notes due 2035 under an Underwriting Agreement dated March 6, 2025.
- BofA Securities, Inc. and HSBC Securities (USA) Inc. acted as representatives of the underwriters.
- The notes were issued under the fifth supplemental indenture dated March 11, 2025, with Computershare Trust Company, N.A. as trustee.
- Interest is payable semi-annually on March 15 and September 15, beginning September 15, 2025; maturity is March 15, 2035.
- The company may redeem the notes at a make-whole price before December 15, 2034, and at 100% of principal plus accrued interest on or after that date.
- The indenture limits liens, sale and leaseback transactions, and consolidations or mergers, and requires a change of control repurchase offer.
- The offering was registered under a Form S-3 shelf registration statement (File No. 333-270827) filed March 24, 2023.
03—Questions
Frequently Asked Questions
What did Verisk Analytics sell in this transaction?
The company agreed to sell $700,000,000 aggregate principal amount of its 5.250% Senior Notes due 2035 to the underwriters under an Underwriting Agreement dated March 6, 2025.
When do the notes mature and how often is interest paid?
The notes mature on March 15, 2035. Interest is payable on March 15 and September 15 of each year, beginning September 15, 2025.
Can Verisk redeem the notes early?
Yes. Before December 15, 2034, the company may redeem the notes at a make-whole redemption price described in the indenture. On or after December 15, 2034, it may redeem them at 100% of principal plus accrued and unpaid interest.
What restrictions does the indenture place on the company?
The indenture restricts the company and its subsidiaries from incurring liens and entering into sale and leaseback transactions, and limits the company's ability to consolidate, merge or transfer all or substantially all of its assets. It also requires an offer to repurchase the notes upon certain change of control events.
Under what registration were the notes offered?
The notes were offered and sold pursuant to the company's shelf registration statement on Form S-3 (File No. 333-270827), filed on March 24, 2023.
04—Continue