Current Report · Items 8.01, 9.01 · 8-K
Verisk Analytics, Inc.
VRSKNASDAQEQUITYCurrent
Other Events
Item 8.01 Other Events. On March 6, 2025, Verisk Analytics, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company and BofA Securities, Inc. and HSBC Securities (USA) Inc.…
Filed Mar 11, 2025Accepted Mar 11, 2025, 4:07 PM EDTCIK 1442145Accession 0001193125-25-051943
Company context
Verisk (Nasdaq: VRSK) is a leading strategic data analytics and technology partner to the global insurance industry. It empowers clients to strengthen operating efficiency, improve underwriting and claims outcomes, combat fraud and make informed decisions about global risks, including climate change, catastrophic events, sustainability and political issues. Through advanced data analytics, software, scientific research and deep industry knowledge, Verisk helps build global resilience for individuals, communities and businesses. With teams across more than 20 countries, Verisk consistently earns certification by Great Place to Work and fosters an inclusive culture where all team members feel they belong. For more, visit Verisk.com and the Verisk Newsroom.
Current securities
Disclosure sections
Items 8.01, 9.01Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 8.01Item 8.01 - Other Events
Item 8.01 Other Events.
On March 6, 2025, Verisk Analytics, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) by and among the Company and BofA Securities, Inc. and HSBC Securities (USA) Inc. as representatives of the underwriters named therein (the “Underwriters”), pursuant to which the Company agreed to sell to the Underwriters $700,000,000 aggregate principal amount of its 5.250% Senior Notes due 2035 (the “Securities”). The Securities, which were offered and sold pursuant to the Underwriting Agreement, are registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-270827), filed on 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 (the “Trustee”) entered into a fifth supplemental indenture to the Base Indenture (the “Fifth Supplemental Indenture,” and the together with the Base Indenture, the “Indenture”), providing for the issuance of the Securities.
The Securities bear interest at 5.250% per annum and will mature on March 15, 2035. Interest on the Securities is payable on March 15 and September 15 of each year beginning September 15, 2025. At any time and from time to time prior to December 15, 2034, the Company may redeem the Securities, in whole or in part, at a “make-whole” redemption price as described in the Indenture. At any time and from time to time on or after December 15, 2034, the Company may redeem some or all of the Securities at a redemption price equal to 100% of the principal amount of the Securities to be redeemed plus accrued and unpaid interest thereon to the redemption date as described in the Indenture.
The Indenture contains certain restrictions, including a limitation that restricts the Company’s ability and the ability of its subsidiaries to incur liens and enter into sale and leaseback transactions. The Indenture also restricts the ability of the Company to consolidate, merge or transfer all or substantially all of their assets, and requires the Company to offer to repurchase the notes of either series upon certain change of control events.
The foregoing descriptions of the Underwriting Agreement, the Indenture and the Securities are qualified in their entirety by reference to the Underwriting Agreement, which is filed herewith as Exhibit 1.1, the Base Indenture, which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on March 6, 2019, and the Fifth Supplemental Indenture (including the forms of the Securities attached thereto), which is filed herewith as Exhibit 4.1, each incorporated by reference herein. The form of the Notes is filed as Exhibit 4.2 and a copy of the opinion of Davis Polk & Wardwell LLP, counsel to the Company, relating to the legality of the Notes is filed as Exhibit 5.1 to this Current Report on Form 8-K and both are incorporated by reference herein.
Filed exhibits (1)
EX-4.1 (by filename) d934103dex41.htmEX-4.1
3
d934103dex41.htm
EX-4.1
EX-4.1
Exhibit 4.1
FIFTH SUPPLEMENTAL INDENTURE
Dated as of March 11, 2025
To
INDENTURE
Dated as of March 6, 2019
5.250% SENIOR NOTES DUE 2035
VERISK ANALYTICS, INC.,
As the Company
AND
COMPUTERSHARE TRUST COMPANY, NATIONAL ASSOCIATION, as
successor to WELLS FARGO BANK, NATIONAL ASSOCIATION,
As Trustee
TABLE OF CONTENTS
PAGE
ARTICLE 1
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01. Relationship with Base Indenture 1
Section 1.02. Definitions 2
ARTICLE 2
THE NOTES
Section 2.01. Form and Dating 8
Section 2.02. Issuance of Additional Notes 9
ARTICLE 3
REDEMPTION AND PREPAYMENT
Section 3.01. Notice of Redemption; Selection of Securities 10
Section 3.02. Notes Redeemed in Part 10
Section 3.03. Optional Redemption …
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