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): October 21, 2014




(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 October 21, 2014, Verisk Analytics, Inc. (the “Company”) and its wholly-owned subsidiary Insurance Services Office, Inc. (“ISO”), each as co-borrowers, entered into the Third Amendment to the Amended and Restated Credit Agreement (the “Third Amendment”) among the Company, ISO, the guarantors party thereto, and the lenders and agents party thereto. The Third Amendment increased the total revolving credit facility from $975,000,000 to $990,000,000, extended the maturity date from October 24, 2018 to October 24, 2019, increased the aggregate maximum principal amount to which the credit facility may be increased from $1,250,000,000 to $1,300,000,000, modified certain covenants, amended the definition of applicable rate and the corresponding pricing grid and amended the definition of change of control. All borrowings under the credit facility shall continue to remain unsecured.

The foregoing description of the Third Amendment is qualified in its entirety by reference to the Third Amendment, which is annexed as Exhibit 10.1 and is incorporated by reference in its entirety.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.



10.1    Third Amendment dated October 21, 2014 to the Amended and Restated Credit Agreement dated October 25, 2011 among Verisk Analytics, Inc., as co-borrower, Insurance Services Office, Inc., as co-borrower, the guarantors party thereto, and the lenders and agents party thereto.
99.1    Press Release dated October 21, 2014


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: October 21, 2014   By:  

/s/ Kenneth E. Thompson

    Name:   Kenneth E. Thompson
    Title:   Executive Vice President, General Counsel and Corporate Secretary