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VRSK > SEC Filings for VRSK > Form 8-K on 12-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.


12-Sep-2012

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


Item 1.01. Entry into a Material Definitive Agreement

On September 12, 2012, Verisk Analytics, Inc. (the "Company"), certain of the Company's subsidiaries (the "Guarantors") and Wells Fargo Bank, National Association, as trustee (the "Trustee") entered into a third supplemental indenture (the "Third Supplemental Indenture") to the Senior Notes Indenture dated as of April 6, 2011 (the "Base Indenture", and together with the Third Supplemental Indenture, the "Indenture"), providing for the issuance of $350 million aggregate principal amount of the Company's 4.125% Senior Notes due 2022 (the "Notes") and full and unconditional guarantees, on a joint and several basis, by the Guarantors (the "Guarantees" and together with the Notes, the "Securities"). The Company and the Guarantors registered the sale of the Securities with the Securities and Exchange Commission pursuant to a shelf registration statement (the "Registration Statement") on Form S-3 (File No. 333-173135) filed on March 29, 2011. The Third Supplemental Indenture, which includes the form of the Notes, is filed herewith.

The Notes bear interest at 4.125% per annum. Interest is payable on March 12 and September 12 of each year beginning March 12, 2013, until the maturity date of September 12, 2022. The Company may redeem the Notes, in whole or in part, at any time and from time to time at the applicable redemption price described in the Indenture.

The Indenture contains certain restrictions, including a limitation that restricts the Company's ability and the ability of its subsidiaries to incur liens and enter into sale and leaseback transactions. The Indenture also restricts the ability of the Company and the Guarantors to consolidate, merge or transfer all or substantially all of their assets, and requires the Company to offer to repurchase the Notes upon certain change of control events.

The foregoing descriptions of the Indenture and the Securities are qualified in their entirety by reference to the Base Indenture, which is filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 6, 2011, and the Third Supplemental Indenture (including the form of the Notes attached thereto), which is filed herewith as Exhibit 4.2, each incorporated herein by reference.



Item 8.01. Other Events

A copy of the opinion of Davis Polk & Wardwell LLP, counsel to the Company, relating to the legality of the Securities is filed herewith as Exhibit 5.1. A copy of the opinion of Kenneth E. Thompson, General Counsel of the Company, is filed herewith as Exhibit 5.2.

The Computation of Ratio of Earnings to Fixed Charges is filed herewith as Exhibit 12.1 to this Current Report on Form 8-K.



Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit
  No.                                     Description

4.1          Senior Notes Indenture, dated as of April 6, 2011, among Verisk
             Analytics, Inc., the guarantors named therein and Wells Fargo Bank,
             National Association, as Trustee, incorporated herein by reference to
             Exhibit 4.1 to the Company's Current Report on Form 8-K, dated
             April 6, 2011.

4.2          Third Supplemental Indenture, dated as of September 12, 2012, among
             Verisk Analytics, Inc., the guarantors named therein and Wells Fargo
             Bank, National Association, as Trustee (including the Form of 4.125%
             Senior Notes due 2022).


--------------------------------------------------------------------------------
      5.1    Opinion of Davis Polk & Wardwell LLP.

      5.2    Opinion of Kenneth E. Thompson.

      12.1   Computation of Ratio of Earnings to Fixed Charges.

      23.1   Consent of Davis Polk & Wardwell LLP (included in Exhibit 5.1).

      23.2   Consent of Kenneth E. Thompson (included in Exhibit 5.2).


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