Verisk Analytics, Inc. Announces Pricing Terms of Its Tender Offer

JERSEY CITY, N.J., June 05, 2024 (GLOBE NEWSWIRE) -- Verisk Analytics, Inc. (Nasdaq: VRSK) (“Verisk” or the “Company”), a leading global data analytics and technology provider, today announced the Reference Yield and Total Consideration, each as summarized in the table below and as defined in the Offer to Purchase dated May 21, 2024 (as amended or supplemented from time to time, the “Offer to Purchase”), to be paid in connection with the 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, 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 Reference Yield for the Notes and the Total Consideration for the Notes are summarized in the table below:

Title of Notes	CUSIP / ISIN Number	UST Reference Security	Fixed Spread (bps)	Reference Yield		Total Consideration (1)
4.000% Senior Notes due 2025	92345YAD8/ US92345YAD85	2.875% UST due 6/15/2025	20	5.113	%	987.09

(1) Per $1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date (as defined below) and accepted for purchase.

The Total Consideration for each $1,000 principal amount of Notes was determined in the manner described in the Offer to Purchase by reference to the fixed spread set forth in the table above plus the yield to maturity of the U.S. Treasury reference security (the "UST Reference Security") set forth in the table above on the bid-side price of such UST Reference Security as of 10:00 a.m., New York City time, on June 5, 2024.

The Company expects to accept for purchase and make payment for Notes validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on June 4, 2024 (the “Early Tender Date”), on a prorated basis in accordance with the Offer to Purchase, on June 7, 2024 (the “Early Settlement Date”). Holders of all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase are eligible to receive the Total Consideration, which includes the Early Tender Payment of $30 per $1,000 principal amount of Notes tendered at or prior to the Early Tender Date (the “Early Tender Payment”). 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.

As of the Early Tender Date, $469,627,000 aggregate principal amount of the Notes has been validly tendered and not validly withdrawn. 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.

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. D.F. King & Co., Inc. has been retained to act as the tender and information agent for the Tender Offer (the “Tender and Information Agent”). Requests for assistance relating to the procedures for tendering Notes may be directed to the Tender and Information Agent by phone [phone] (for banks and brokers only) or [phone] (for all others toll free) or by email at [e-mail]. Requests for assistance relating to the terms and conditions of the Tender Offer may be directed to BofA Securities at [phone] (collect) or [phone] (toll free) or by email at [e-mail]. 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.