Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2011




(Exact name of registrant as specified in its charter)




Delaware   001-34480   26-2994223

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

545 Washington Boulevard, Jersey City, NJ   07310
(Address of principal executive offices)   (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:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ 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 December 8, 2011, 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 second supplemental indenture (the “Second Supplemental Indenture”) to the Senior Notes Indenture dated as of April 6, 2011 (the “Base Indenture”, and together with the Second Supplemental Indenture, the “Indenture”), providing for the issuance of $250 million aggregate principal amount of the Company’s 4.875% Senior Notes due 2019 (the “Notes”) and full and unconditional guarantees, on a joint and several basis, by the Guarantors (the “Guarantees”). The Company and the Guarantors registered the sale of the Notes and the Guarantees with the Securities and Exchange Commission pursuant to a shelf registration statement (the “Registration Statement”) on Form S-3 (Registration No. 333-173135) filed on March 29, 2011. The Second Supplemental Indenture, which includes the form of the Notes, is filed herewith.

The Notes bear interest at 4.875% per annum. Interest is payable on January 15 and July 15 of each year beginning July 15, 2012, until the maturity date of January 15, 2019. 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 Notes 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 Second Supplemental Indenture (including the form of the Notes attached thereto), which is filed herewith as Exhibit 4.2, each incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The description contained under Item 1.01 above is incorporated by reference in its entirety into this Item 2.03.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.





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    Second Supplemental Indenture, dated as of December 8, 2011, among Verisk Analytics, Inc., the guarantors named therein and Wells Fargo Bank, National Association, as Trustee.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: December 8, 2011     By:   /s/    KENNETH E. THOMPSON        
      Name:   Kenneth E. Thompson

Executive Vice President,

General Counsel and

Corporate Secretary