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VRSK > SEC Filings for VRSK > Form 8-K on 31-Aug-2012All Recent SEC Filings

Show all filings for VERISK ANALYTICS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for VERISK ANALYTICS, INC.


31-Aug-2012

Completion of Acquisition or Disposition of Assets, Financial Statements a


Item 2.01 Completion of Acquisition or Disposition of Assets

On August 31, 2012, Verisk Analytics, Inc. (the "Company") and its wholly-owned subsidiary Insurance Services Office, Inc. ("ISO") completed its acquisition of Argus Information and Advisory Services, LLC ("Argus") under the Purchase Agreement (the "Purchase Agreement") dated August 7, 2012 by and among the Company, ISO, Argus, AIAS Holding Company, LLC ("Holding Company"), Oak Investment Partners XII, Limited Partnership ("Oak"), Oak XII Argus Blocker Corp. ("Oak Blocker"), the unitholders of the Holding Company named therein and Leonard Laufer, as the sellers' representative. Pursuant to the Purchase Agreement, ISO acquired Argus by purchasing all of the outstanding equity interests of the Holding Company from, either directly or indirectly, each equityholder of the Holding Company. The aggregate consideration paid was $431,995,549 in cash, which consisted of a net purchase price of $425,000,000 minus an estimated working capital deficit of $4,451.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is annexed as Exhibit 10.1 to the Current Report on Form 8-K of the Company dated August 7, 2012 and is incorporated by reference in its entirety.



Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired

The following financial statements of AIAS Holding Company, LLC are filed as exhibits hereto:

99.1 Unaudited interim condensed consolidated financial statements of AIAS Holding Company, LLC for the six months ended June 30, 2012 and 2011 and audited consolidated financial statements of AIAS Holding Company, LLC for the years ended December 31, 2011 and 2010.

(b) Pro Forma Financial Information

The following pro forma information of Verisk Analytics, Inc. giving effect to its acquisitions of AIAS Holding Company, LLC and MediConnect Global, Inc. is furnished as an exhibit hereto:

99.2 Unaudited pro forma condensed consolidated financial statements of the Company as of and for the six months ended June 30, 2012 and the year ended December 31, 2011.

(c) Exhibits

Exhibit No.       Description
23.1              Consent of Independent Certified Public Accountants dated August
                  31, 2012

99.1              Unaudited interim condensed consolidated financial statements of
                  AIAS Holding Company, LLC for the six months period ended June
                  30, 2012 and 2011 and audited consolidated financial statements
                  of AIAS Holding Company, LLC for the years ended December 31,
                  2011 and 2010

99.2              Unaudited pro forma condensed consolidated financial statements
                  of the Company as of and for the six months ended June 30, 2012
                  and the year ended December 31, 2011


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