Verisk Analytics, Inc. Announces Pricing Terms of Its Tender Offer
Verisk Analytics (Nasdaq: VRSK) has announced the pricing terms of its cash tender offer for up to $400M of its 4.000% Senior Notes due 2025.
The reference yield was set at 5.113%, and the total consideration is $987.09 per $1,000 principal amount of Notes tendered by June 4, 2024.
As of the Early Tender Date, $469.6M of Notes were tendered, exceeding the maximum amount, so purchases will be prorated.
The company will pay for tendered Notes on June 7, 2024, with an additional $30 early tender payment per $1,000 of Notes.
Accrued interest will also be paid up to the settlement date.
- Verisk Analytics is offering a significant cash tender for up to $400M of its 4.000% Senior Notes due 2025.
- Total consideration is set at $987.09 per $1,000 principal amount, with an additional $30 early tender payment.
- A substantial $469.6M of Notes were tendered by the Early Tender Date, signaling strong interest.
- The principal amount of Notes tendered exceeds the maximum limit, leading to proration.
- Notes tendered but not accepted will be returned, which might cause dissatisfaction among some investors.
- The tender offer is subject to certain conditions which could introduce uncertainty.
Insights
Verisk Analytics, Inc.'s announcement of the pricing terms for its tender offer for up to
This move indicates the company's effort to manage its debt load effectively. The tender offer allows Verisk to repurchase its high-coupon debt, potentially reducing interest expenses in the future. This can be advantageous, particularly in a rising interest rate environment where the cost of borrowing could increase.
The tender offer's attraction of nearly
From a financial perspective, this maneuver will provide Verisk with greater flexibility in managing its debt maturities and interest obligations, which can positively affect its balance sheet and credit metrics. It's also worth noting that the tender offer's proration means not all tenders will be accepted, which could leave some investors holding onto the bonds longer than anticipated.
The impact of Verisk’s tender offer on the market is multifaceted. For the broader bond market, the tender offer signals a proactive approach to debt management, which can foster confidence in the company's financial health. This move might reflect an anticipation of stronger cash flows or a strategic effort to reduce future interest costs, both of which are favorable signals for equity investors.
On the flip side, the fact that the company is offering a significant premium—the Total Consideration of
For retail investors, this action might indicate the company's robust financial position and its commitment to optimizing its capital structure, which can translate to enhanced shareholder value in the long run. However, they should also monitor how this move affects the company's liquidity and its ability to capitalize on other growth opportunities.
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
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) | |
| 92345YAD8/ US92345YAD85 | UST due 6/15/2025 | 20 | 5.113 | % | 987.09 | |
(1) Per
The Total Consideration for each
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
As of the Early Tender Date,
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 (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 are the terms of Verisk Analytics' tender offer for its 4.000% Senior Notes due 2025?
What is the reference yield for Verisk Analytics' tender offer?
How much of Verisk Analytics' Notes were tendered by June 4, 2024?
What is the maximum amount of Notes Verisk Analytics will purchase in the tender offer?
When will Verisk Analytics pay for the tendered Notes?
Will Verisk Analytics accept all tendered Notes?
