UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 25, 2011
VERISK ANALYTICS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware
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001-34480
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26-2994223 |
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.) |
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545 Washington Boulevard,
Jersey City, NJ
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07310 |
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(Zip Code) |
Registrant’s telephone number, including area code: (201) 469-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement
On October 25, 2011, Verisk Analytics, Inc. (the “Company”) and its wholly-owned subsidiary
Insurance Services Office, Inc. (“ISO”), each as co-borrowers, entered into the Amended and
Restated Credit Agreement (the “Amended and Restated Credit Agreement”) among the Company, ISO, the
guarantors party thereto, and the lenders and agents party thereto. The Amended and Restated
Credit Agreement increased the total revolving credit facility from $600 million to $700 million,
extended the maturity date from September 10, 2014 to October 24, 2016 and amended certain
conditions to borrowing, covenants, and events of default.
The Amended and Restated Credit Agreement also resulted in a decrease to applicable interest
rates. The interest rates for borrowing under the Amended and Restated Credit Agreement will now be
the applicable LIBOR plus 1.25% to 1.875%, depending upon the Company’s Consolidated Funded Debt
Leverage Ratio, which is defined as the ratio of Consolidated Funded Indebtedness to rolling
four-quarter Consolidated Earnings Before Interest Expense, Taxes, Depreciation and Amortization
(“EBITDA”), each as defined in the Amended and Restated Credit Agreement. A commitment fee on any
unused balance is payable periodically and will now range from 17.5 to 30 basis points based upon
the Company’s Consolidated Funded Debt Leverage Ratio.
The Amended and Restated Credit Agreement contains certain financial and other covenants,
including a maximum Consolidated Funded Debt Leverage Ratio of 3.25x and a minimum Consolidated
Interest Coverage Ratio of 3.0x, each as defined in the Amended and Restated Credit Agreement. All
borrowings under the Amended and Restated Credit Agreement continue to be unsecured.
The foregoing description of the Amended and Restated Credit Agreement is qualified in its
entirety by reference to the Amended and Restated Credit Agreement, which is annexed as Exhibit
10.1 and is incorporated by reference in its entirety.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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| Exhibit No. |
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Description |
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10.1 |
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Amended and Restated Credit Agreement dated October 25, 2011
among Verisk Analytics, Inc., as co-borrower, Insurance
Services Office, Inc., as co-borrower, the guarantors party
thereto, and the lenders party thereto. |