01—Abstract
Summary
Summary of the 8-K filed August 21, 2025. Cited figures are marked; the original filing is the authoritative source.
Verisk Analytics, Inc. entered into two credit agreements on August 15, 2025: a Term Credit Agreement providing a senior unsecured three-year delayed draw term loan of $750,000,000,a and a Third Amended and Restated Credit Agreement providing a five-year senior unsecured revolving credit facility of $1,250,000,000.
The term facility is available only upon the substantially concurrent closing of the company's acquisition of Exactlogix, Inc. d/b/a AccuLynx.com under a merger agreement dated July 29, 2025. The revolver replaces the company's $1,000,000,000b existing revolving facility and extends maturity to August 15, 2030. Borrowings bear interest at Term SOFR plus a margin of 100 to 162.5 basis points, or a base rate plus 0 to 62.5 basis points, depending on the company's public debt ratings.
The agreements include an interest coverage requirement of at least 3.00:1.00 and a funded debt leverage ratio of no more than 3.75:1.00, with permitted temporary step-ups to 4.50:1.00 and 4.25:1.00 in connection with certain acquisitions. On August 21, 2025, the company also issued $750,000,000c of 4.500% Senior Notes due 2030 and $750,000,000 of 5.125% Senior Notes due 2036, under an underwriting agreement dated August 7, 2025. The company intends to use the note proceeds, together with up to $750 million of term loan borrowings and cash on hand, to fund the Acquisition purchase price and related fees and expenses.
A $1.5 billiond 364-day bridge loan commitment obtained on July 29, 2025 was terminated upon the issuance of the notes. Investors should note that the notes carry a special mandatory redemption feature at 101% of principal plus accrued interest if the Acquisition is not completed by the later of January 5, 2026 or any extended termination date, if the merger agreement is terminated, or if the company determines the acquisition will not close. The filing confirms the financing structure is designed to fund the acquisition and refinance existing revolving capacity, which together materially increase the company's committed debt capacity.
02—Key points
Key Highlights
- Term Credit Agreement provides a $750,000,000 senior unsecured three-year delayed draw term loan, available only upon closing of the AccuLynx acquisition.
- Third A&R Credit Agreement provides a $1,250,000,000 five-year senior unsecured revolving facility, replacing the $1,000,000,000 existing revolver and extending maturity to August 15, 2030.
- Issued $750,000,000 of 4.500% Senior Notes due August 15, 2030 and $750,000,000 of 5.125% Senior Notes due February 15, 2036 on August 21, 2025.
- Net note proceeds, up to $750 million of term loan borrowings and cash on hand are earmarked to finance the AccuLynx acquisition purchase price and related fees.
- Covenants include a minimum consolidated interest coverage ratio of 3.00:1.00 and a maximum consolidated funded debt leverage ratio of 3.75:1.00, with temporary step-ups to 4.50:1.00 and 4.25:1.00 for certain permitted acquisitions.
- Notes are subject to a special mandatory redemption at 101% of principal plus accrued interest if the AccuLynx acquisition is not completed by the specified deadline or the merger agreement terminates.
- A $1.5 billion 364-day bridge loan commitment from Goldman Sachs Bank USA was terminated upon issuance of the notes.
03—Questions
Frequently Asked Questions
What is the Acquisition these financings are supporting?
The Acquisition is the company's purchase of Exactlogix, Inc. d/b/a AccuLynx.com under a merger agreement dated July 29, 2025. The term loan and notes proceeds are intended to fund the purchase price and related fees and expenses.
How much debt capacity does the company now have available through the revolver?
The Third A&R Credit Agreement provides a $1,250,000,000 five-year senior unsecured revolving credit facility, which refinances the company's $1,000,000,000 existing revolver and extends maturity to August 15, 2030.
What happens to the notes if the AccuLynx acquisition does not close?
The company must redeem the notes in whole at 101% of the aggregate principal amount plus accrued and unpaid interest, if the acquisition is not completed by the Special Mandatory Redemption End Date, if the merger agreement is terminated (other than in connection with completing the acquisition), or if the company determines the acquisition will not be completed.
What are the key financial covenants under the new credit agreements?
The credit agreements require a consolidated interest coverage ratio of at least 3.00:1.00 and a consolidated funded debt leverage ratio of no more than 3.75:1.00, with the option to elect temporary step-ups to 4.50:1.00 and 4.25:1.00 in connection with certain permitted acquisitions.
How is the borrowing cost on the new credit facilities determined?
Borrowings bear interest at Term SOFR (or SOFR daily floating rate or an alternative currency rate for the revolver) plus a margin of 100 to 162.5 basis points, or a base rate plus a margin of 0 to 62.5 basis points, with the margin based on the company's public debt ratings from S&P Global Ratings, Moody's Investors Service and Fitch.
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