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May 21, 2024/ 29 min read
JERSEY CITY, N.J., May 21, 2024 – Verisk Analytics, Inc. (Nasdaq: VRSK) (“Verisk” or the “Company”), a leading global data analytics and technology provider, today announced that it has commenced a cash tender offer (the “Tender Offer”) for up to $400,000,000 aggregate principal amount, as may be increased or decreased by the Company (the “Maximum Amount”), of its 4.000% Senior Notes due 2025 (“Notes”). The Company expects to fund the repurchase of notes accepted for payment in the Tender Offer with the proceeds from the issuance and sale of debt securities in a concurrent capital markets transaction.
The Maximum Amount represents the aggregate principal amount of Notes subject to the Tender Offer. The Company expressly reserves the right, in its sole discretion, subject to applicable law, to increase or decrease the Maximum Amount, without extending withdrawal rights and/or terminate the Tender Offer at any time prior to the Expiration Date (as defined below). If Holders (as defined below) tender more Notes in the Tender Offer than they expect to be accepted for purchase by the Company based on the Maximum Amount and the Company subsequently accepts more than such Holders expected of such Notes tendered as a result of an increase of the Maximum Amount, such Holders will not be able to withdraw any of their previously tendered Notes. Accordingly, Holders should not tender any Notes that they do not wish to be accepted for purchase.
The Tender Offer is summarized in the table below:
Title of Notes | CUSIP / ISIN Number | Principal Amount Outstanding | Maximum Amount(1) | UST Reference Security | Bloomberg Reference Page(2) | Fixed Spread (bps) | Early Tender Payment(3) |
4.000% Senior Notes due 2025............. | 92345YAD8/US92345YAD85 | $900,000,000 | $400,000,000 | 2.875% UST due 6/15/2025 | FIT4 | 20 | $30 |
(1) The Maximum Amount of $400,000,000 represents the aggregate principal amount of Notes that will be purchased in the Tender Offer. The Company may increase or decrease the Maximum Amount as described in the Offer to Purchase (as defined below).
(2) The page on Bloomberg from which the Dealer Manager (as defined below) will quote the bid side price of the U.S. Treasury Security. In the above table, “UST” denotes a U.S. Treasury Security.
(3) Per $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date and accepted for purchase.
The Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 21, 2024 (as amended or supplemented from time to time, the “Offer to Purchase”), which sets forth a detailed description of the Tender Offer. The Tender Offer is open to all registered holders (individually, a “Holder” and collectively, the “Holders”) of Notes. The purpose of the Tender Offer is to repurchase a portion of the Company’s outstanding indebtedness and to extend the average maturity of the Company’s long-term indebtedness.
Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on June 4, 2024 (the “Early Tender Date”) will be eligible to receive the Total Consideration, which includes the Early Tender Payment. Notes validly tendered after the Early Tender Date but at or prior to 5:00 p.m., New York City time, on June 20, 2024 (the “Expiration Date”) will be eligible to receive the Tender Offer Consideration, which is equal to the Total Consideration minus the Early Tender Payment.
The Total Consideration payable by the Company for Notes will be a price per $1,000 principal amount based on the yield to maturity of the U.S. Treasury reference security specified in the table above (the “UST Reference Security”), as determined at 10:00 a.m., New York City time, on June 5, 2024 (unless otherwise extended by the Company as described in the Offer to Purchase), plus a fixed spread, calculated in accordance with the Offer to Purchase.
The settlement date for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase is expected to be June 7, 2024, the third business day after the Early Tender Date (the “Early Settlement Date”). The settlement date for Notes validly tendered after the Early Tender Date but at or prior to the Expiration Date and accepted for purchase is expected to be June 24, 2024, the second business day after the Expiration Date (the “Final Settlement Date,” and along with the Early Settlement Date, each a “Settlement Date”), if the Maximum Amount is not purchased on the Early Settlement Date.
In addition to the Total Consideration or Tender Offer Consideration, as applicable, Holders of Notes accepted for purchase will receive accrued and unpaid interest (“Accrued Interest”) on those Notes from the last interest payment date with respect to those Notes to, but not including, the applicable Settlement Date.
Holders who tender their Notes at or prior to 5:00 p.m., New York City time, on June 4, 2024 (such date and time, as it may be extended, the “Withdrawal Deadline”) may withdraw such tendered Notes at any time at or prior to the Withdrawal Deadline. Following the Withdrawal Deadline, Holders who have tendered their Notes (whether before, on or after the Withdrawal Deadline) may not withdraw such Notes unless the Company is required to extend withdrawal rights under applicable law.
The Tender Offer is not conditioned on any minimum principal amount of Notes being validly tendered; however, the Company’s obligation to accept for purchase, and to pay for, Notes validly tendered pursuant to the Tender Offer is subject to, and conditioned upon, the satisfaction of or, where applicable, the Company’s waiver of the conditions, including a financing condition and certain other general conditions, as described in the Offer to Purchase.
The Company has retained BofA Securities (the “Dealer Manager”) for the Tender Offer. D.F. King & Co., Inc. has been retained to act as the Tender and Information Agent for the Tender Offer. Requests for assistance relating to the procedures for tendering Notes may be directed to the Tender and Information Agent by phone (212) 269-5550 (for banks and brokers only) or (800) 755-7250 (for all others toll free) or by email at verisk@dfking.com. Requests for assistance relating to the terms and conditions of the Tender Offer may be directed to BofA Securities, Inc. at (980) 387-3907 (collect) or (888) 292-0070 (toll free) or by email at debt_advisory@bofa.com. Beneficial owners may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, Notes. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to the Offer to Purchase made available to Holders of Notes. None of the Company, the Dealer Manager, Tender and Information Agent or the trustee with respect to Notes, or any of their respective affiliates, is making any recommendation as to whether or not Holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offer. Holders are urged to evaluate carefully all information in the Offer to Purchase, consult their own investment and tax advisers and make their own decisions whether to tender Notes in the Tender Offer, and, if so, the principal amount of Notes to tender.
About Verisk
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, extreme events, ESG 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 byGreat Place to Workand fosters aninclusive culturewhere all team members feel they belong. For more, visitVerisk.comand theVerisk Newsroom.
Forward-Looking Statements
This press release contains forward-looking statements. These statements relate to the Company’s current expectations and beliefs as to its ability to consummate the tender offer, including the timing, size, pricing or other terms of the tender offer, and other future events. In some cases, you can identify forward-looking statements by the use of words such as “may,” “could,” “expect,” “intend,” “plan,” “target,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” or “continue” or the negative of these terms or other comparable terminology. You should not place undue reliance on forward-looking statements, because they involve known and unknown risks, uncertainties, and other factors that are, in some cases, beyond the Company’s control and that could materially affect actual results, levels of activity, performance, or achievements.
Other factors that could materially affect actual results, levels of activity, performance, or achievements can be found in the Company’s quarterly reports on Form 10-Q, annual reports on Form 10-K, and current reports on Form 8-K filed with the Securities and Exchange Commission. If any of these risks or uncertainties materialize or if the Company’s underlying assumptions prove to be incorrect, actual results may vary significantly from what the Company projected. Any forward-looking statement in this release reflects the Company’s current views with respect to future events and is subject to these and other risks, uncertainties, and assumptions relating to the Company’s operations, results of operations, growth strategy, and liquidity. The Company assumes no obligation to publicly update or revise these forward-looking statements for any reason, whether as a result of new information, future events, or otherwise.
Contact:
Investor Relations
Stacey Brodbar
Head of Investor Relations
Verisk
201-469-4327
IR@verisk.com
Media
Alberto Canal
Verisk Public Relations
201-469-2618
Alberto.Canal@verisk.com
