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VRSK > SEC Filings for VRSK > Form 8-K on 7-Sep-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.


7-Sep-2012

Entry into a Material Definitive Agreement, Other Events, Financial Statem


Item 1.01. Entry into a Material Definitive Agreement

On September 5, 2012, Verisk Analytics, Inc. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement"), by and among the Company, the Guarantors (defined below) and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters named therein (the "Underwriters"), pursuant to which the Company agreed to sell to the Underwriters $350,000,000 aggregate principal amount of its 4.125% Senior Notes due 2022 (the "Notes"). The Notes are fully and unconditionally guaranteed, jointly and severally, by various of the Company's subsidiaries (the "Guarantors") on a senior, unsecured basis (the "Guarantees" and, together with the Notes, 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. 333-173135), filed on March 29, 2011.

The Underwriting Agreement contains customary representations, warranties and covenants of the Company and the Guarantors, conditions to closing, indemnification obligations of the Company, the Guarantors and the Underwriters, and termination and other customary provisions.

The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the document which is attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated by reference herein.



Item 8.01. Other Events

On September 5, 2012, Verisk Analytics, Inc. priced the public offering of $350 million aggregate principal amount of the Notes. A copy of the press release announcing the pricing of the Notes is filed herewith as Exhibit 99.1.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit
  No.                                     Description

1.1          Underwriting Agreement, dated as of September 5, 2012, by and among
             Verisk Analytics, Inc., the guarantors named therein, J.P. Morgan
             Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated,
             as representatives of the underwriters named therein.

99.1         Press Release dated September 5, 2012 announcing the pricing of the
             Notes.


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