JERSEY CITY, N.J., September 22, 2010 (GLOBE NEWSWIRE) — Verisk Analytics, Inc. (Nasdaq:VRSK), a leading source of information about risk, today announced that selling stockholders are offering 19,030,515 shares of Class A common stock, including shares of Class B common stock totaling 16,767,721 that will be converted into Class A common stock as part of the offering. The board of directors and management will sell the remaining 2,262,794 shares. In addition, the underwriters have been granted a 30-day option to purchase up to 2,854,577 additional shares of common stock from selling stockholders to cover over-allotments, if any.
Concurrent with the closing of the offering, the Company will repurchase 7,300,000 shares of common stock directly from Class B stockholders at a price per share equal to the net proceeds per share that the selling stockholders receive in this offering.
Verisk is not selling any Class A shares as a part of the offering. The shares of Class B common stock not converted into Class A and sold into this offering will remain subject to the original conversion dates to Class A of April 6, 2011, for Class B-1 (approximately 12.7 million shares) and October 6, 2011, for Class B-2 (approximately 17.5 million). The management and board of directors Class A shares subject to lock-up agreements with the same restrictive periods will also remain subject to those dates.
BofA Merrill Lynch, Morgan Stanley, and J.P. Morgan Securities LLC will act as joint book-running managers for the proposed offering. Wells Fargo Securities will act as senior co-manager. William Blair & Company, Keefe, Bruyette & Woods, RBS, and SunTrust Robinson Humphrey will act as co-managers.
The offering will be made only by means of a prospectus. A preliminary prospectus relating to this offering may be obtained from BofA Merrill Lynch (Attention: Prospectus Department, 4 World Financial Center, New York, NY 10080 or e-mail: email@example.com; Morgan Stanley (Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014 or telephone: 1-866-718-1649); or J.P. Morgan Securities LLC (c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717 or telephone: 1-866-803-9204).
This announcement is being made pursuant to and in accordance with Rule 134 under the Securities Act. As required by Rule 134, this press release does not constitute an offer to sell or the solicitation of an offer to buy securities and shall not constitute an offer, solicitation, or sale in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction.The offering is subject to market and other conditions.
About Verisk Analytics
Verisk Analytics (Nasdaq:VRSK) is a leading provider of information about risk to professionals in insurance, healthcare, mortgage, government, and risk management. Using advanced technologies to collect and analyze billions of records, Verisk Analytics draws on vast industry expertise and unique proprietary data sets to provide predictive analytics and decision-support solutions in fraud prevention, actuarial science, insurance coverages, fire protection, catastrophe and weather risk, data management, and many other fields. In the United States and around the world, Verisk Analytics helps customers protect people, property, and financial assets. For more information, visit www.verisk.com.
MWW Group (for Verisk Analytics)
Head of Investor Relations
Verisk Analytics, Inc.