Verisk Analytics, Inc. Announces Early Results of Its Tender Offer
Verisk Analytics announced early results of its cash tender offer for up to $400 million of its 4.000% Senior Notes due 2025.
As of June 4, 2024, $469.6 million in principal amount was tendered, exceeding the maximum purchase amount.
The company expects to accept $400 million of these tenders on a prorated basis and will make payment on June 7, 2024.
The early tender payment is $30 per $1,000 in principal, and accepted holders will receive accrued interest up to the settlement date.
No further notes will be purchased after this settlement.
- Successfully tendered $469.6 million in principal amount of notes.
- Early tender payment of $30 per $1,000 in principal is a positive incentive.
- Payment for accepted notes will be made promptly on June 7, 2024.
- Holders will receive accrued interest up to, but not including, the Early Settlement Date.
- The amount tendered exceeded the maximum amount, implying not all tenders will be accepted.
- Notes not accepted for purchase will be returned, possibly disappointing some holders.
- Potential for termination of the offer at any time before June 20, 2024, creating uncertainty.
Insights
Verisk Analytics' tender offer for its 4.000% Senior Notes due 2025 is a significant move for the company’s financial strategy. The acceptance of up to
From a short-term perspective, the cash outlay required to repurchase the notes, while high, is manageable given that Verisk likely has the liquidity to support this action without severely impacting its operational cash flow. Investors should note that the tender offer came with an early tender payment of
In the long term, this tender offer can be seen as a strategic move to prepare for potential future financing needs, possibly at lower interest rates, thereby optimizing the company’s capital structure. This action aligns well with industry practices where companies aim to reduce high-cost debt to strengthen their balance sheets.
However, investors should also consider the implications of using significant cash resources for this tender offer. While it does reduce debt, it also depletes cash reserves that could have been used for other strategic investments or growth opportunities.
For a retail investor, it’s important to understand the broader market implications of Verisk’s tender offer. Firstly, reducing outstanding debt typically sends a positive signal to the market about the company’s financial health and management effectiveness. This can result in increased investor confidence and potentially boost the stock price.
Moreover, the specific targeting of the 4.000% Senior Notes due 2025 suggests that Verisk is looking to reduce its exposure to relatively high-interest debt. This is a common practice among companies in a low-interest-rate environment, where refinancing at lower rates can lead to substantial interest expense savings over time.
In a competitive industry like data analytics, financial flexibility is key. By managing its debt load proactively, Verisk positions itself better for future investments in technology, research and development, which are critical for maintaining a competitive edge. This proactive financial management can be especially appealing to investors who prioritize long-term growth and stability.
However, it’s also worth noting that repurchasing debt at a premium, as indicated by the early tender payment, reflects a cost to the company. While this cost is justified by the future interest savings, it is an immediate cash outflow that investors should monitor closely, particularly in terms of impact on the company’s cash reserves and liquidity positions.
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 results as of 5:00 p.m., New York City time, on June 4, 2024 (the “Early Tender Date”) of its previously announced cash tender offer (the “Tender Offer”) for up to
The Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 21, 2024 (as amended or supplemented from time to time, 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 Early Tender Date results are summarized in the table below:
| Title of Notes | CUSIP / ISIN Number | Aggregate Principal Amount Outstanding | Principal Amount Tendered | Principal Amount Expected to be Accepted for Purchase | UST Reference Security | Bloomberg Reference Page(1) | Fixed Spread (bps) | Early Tender Payment(2) | ||||
| 92345YAD8/ US92345YAD85 | FIT4 | 20 | ||||||||||
(1) The page on Bloomberg from which the Dealer Manager (as defined below) will quote the bid side price of the U.S. Treasury Security. In the above table, “UST” denotes a U.S. Treasury Security.
(2) Per
The consideration to be paid in the Tender Offer for Notes validly tendered and expected to be accepted for purchase as described in the Offer to Purchase (the “Total Consideration”) will be determined at 10:00 a.m., New York City time, on June 5, 2024.
The company has been advised by D.F. King & Co., Inc., the tender and information agent for the Tender Offer (the “Tender and Information Agent”) that, as of the Early Tender Date, the principal amount of Notes listed in the table above have been validly tendered and not validly withdrawn. The withdrawal deadline of 5:00 p.m., New York City time, June 4, 2024 (the “Withdrawal Deadline”) has passed and, accordingly, Notes validly tendered in the Tender Offer may no longer be withdrawn.
The Company expects to accept for purchase and make payment for Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date on June 7, 2024 (the “Early Settlement Date”), subject to proration. 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.
Holders of all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date and accepted for purchase in accordance with the terms of the Tender Offer will receive the Total Consideration, which includes the Early Tender Payment (as defined in the Offer to Purchase). 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.
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. Requests for assistance relating to the procedures for tendering Notes may be directed to the Tender and Information Agent by phone (212) 269-5550 (for banks and brokers only) or (800) 755-7250 (for all others toll free) or by email at verisk@dfking.com. Requests for assistance relating to the terms and conditions of the Tender Offer may be directed to BofA Securities at (980) 387-3907 (collect) or (888) 292-0070 (toll free) or by email at debt_advisory@bofa.com. 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.
FAQ
What is the early tender offer result for Verisk (VRSK) as of June 4, 2024?
When will Verisk (VRSK) make payment for the accepted notes?
What is the early tender payment for Verisk's (VRSK) tender offer?
Will Verisk (VRSK) purchase more notes after the early settlement date?
