Verisk Analytics, Inc. (Nasdaq: VRSK) (“Verisk” or the “Company”),
a leading global data analytics and technology provider, today
announced the results as of 5:00 p.m., New York City time, on June
4, 2024 (the “Early Tender Date”) of its previously announced cash
tender offer (the “Tender Offer”) for up to $400,000,000 aggregate
principal amount (the “Maximum Amount”) of its 4.000% Senior Notes
due 2025 (the “Notes”).
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 Early Tender Date results are summarized in the table
below:
Title of Notes |
CUSIP / ISIN Number |
Aggregate Principal Amount Outstanding |
Principal Amount Tendered |
Principal Amount Expected to be Accepted for
Purchase |
UST Reference Security |
Bloomberg Reference Page(1) |
Fixed Spread (bps) |
Early Tender Payment(2) |
4.000% Senior Notes due
2025 |
92345YAD8/US92345YAD85 |
$900,000,000 |
|
$469,627,000 |
|
$400,000,000 |
|
2.875% UST due 6/15/2025 |
FIT4 |
20 |
$30 |
|
(1) 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.(2) Per $1,000 principal amount of Notes validly tendered
at or prior to the Early Tender Date and accepted for purchase.
The consideration to be paid in the Tender Offer for Notes
validly tendered and expected to be accepted for purchase as
described in the Offer to Purchase (the “Total Consideration”) will
be determined at 10:00 a.m., New York City time, on June 5,
2024.
The company has been advised by D.F. King & Co., Inc., the
tender and information agent for the Tender Offer (the “Tender and
Information Agent”) that, as of the Early Tender Date, the
principal amount of Notes listed in the table above have been
validly tendered and not validly withdrawn. The withdrawal deadline
of 5:00 p.m., New York City time, June 4, 2024 (the “Withdrawal
Deadline”) has passed and, accordingly, Notes validly tendered in
the Tender Offer may no longer be withdrawn.
The Company expects to accept for purchase and make payment for
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Date on June 7, 2024 (the “Early Settlement Date”),
subject to proration. Because the aggregate principal amount of
Notes validly tendered exceeds the Maximum Amount, the Company
expects that it will accept validly tendered Notes on a prorated
basis in accordance with the Offer to Purchase.
Because the Company expects to accept for purchase approximately
the Maximum Amount of Notes, no additional Notes will be purchased
pursuant to the Tender Offer after the Early Settlement Date. As
described in the Offer to Purchase, Notes tendered and not accepted
for purchase will be promptly returned to the tendering Holder's
account.
Holders of all Notes validly tendered and not validly withdrawn
at or prior to the Early Tender Date and accepted for purchase in
accordance with the terms of the Tender Offer will receive the
Total Consideration, which includes the Early Tender Payment (as
defined in the Offer to Purchase). In addition to the Total
Consideration, Holders of Notes accepted for purchase will receive
accrued and unpaid interest up to, but not including, the Early
Settlement Date.
The Company expressly reserves the right, in its sole
discretion, subject to applicable law, to terminate the Tender
Offer at any time prior to 5:00 p.m., New York City time, on June
20, 2024 (the “Expiration Date”). The Tender Offer is not
conditioned on any minimum principal amount of Notes being tendered
but the Tender Offer is subject to certain conditions, as described
in the Offer to Purchase.
The Company has retained BofA Securities (the “Dealer Manager”)
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 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, any 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 by Great Place to Work and fosters
an inclusive culture where all team members feel they
belong.
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.
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
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