Verisk Analytics, Inc. (Delaware corporation)
Exhibit 1.1
(Delaware corporation)
4.875% Senior Notes due 2019
Dated: December 1, 2011
$250,000,000
4.875% Senior Notes due 2019
December 1, 2011
▇.▇. ▇▇▇▇▇▇ Securities LLC
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated
as Representatives of the several Underwriters
c/o
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▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ |
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c/o
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Merrill Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ |
Ladies and Gentlemen:
Verisk Analytics, Inc., a Delaware corporation (the “Company”), and each of the entities named
on Schedule B hereto (the “Guarantors”) confirm their agreement with ▇.▇. ▇▇▇▇▇▇ Securities LLC
(“JPMorgan”), ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and each of the
other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall
also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom
JPMorgan and ▇▇▇▇▇▇▇ ▇▇▇▇▇ are acting as representatives (in such capacity, the “Representatives”),
with respect to (i) the sale by the Company, and the purchase by the Underwriters, acting severally
and not jointly, of
$250,000,000 aggregate principal amount of the Company’s 4.875% Senior Notes due 2019 (the
“Notes”). The Notes will be issued pursuant to a Base Indenture dated as of April 6, 2011 (the
“Base Indenture”) among the Company, the Guarantors and ▇▇▇▇▇ Fargo Bank, National Association, as
trustee (the “Trustee”), as supplemented by a Supplemental Indenture to be dated
as of December 8,
2011 (together with the Base Indenture, the “Indenture”), and will be guaranteed on an unsecured
senior basis by each of the Guarantors (the “Guarantees” and together with the Notes, the
“Securities”). This agreement (this “Agreement”) is to confirm the agreement concerning the
purchase of the Securities from the Company by the Underwriters.
The Company and the Guarantors have prepared and filed with the Securities and Exchange
Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (File No.
333-173135) covering the public offering and sale of certain securities, including the Securities,
under the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations
promulgated thereunder (the “1933 Act Regulations”), which automatic shelf registration statement
automatically became effective under Rule 462(e) under the 1933 Act Regulations (“Rule 462(e)”).
Such registration statement, as of any time, means such registration statement as amended by any
post-effective amendments thereto to such time, including the exhibits and any schedules thereto at
such time, the documents incorporated or deemed to be incorporated by reference therein at such
time pursuant to Item 12 of Form S-3 under the 1933 Act and the documents otherwise deemed to be a
part thereof as of such time pursuant to Rule 430B under the 1933 Act Regulations (“Rule 430B”),
and is referred to herein as the “Registration Statement;” provided, however, that the
“Registration Statement” without reference to a time means such registration statement as amended
by any post-effective amendments thereto as of the time of the first contract of sale for the
Securities, which time shall be considered the “new effective date” of such registration statement
with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the
exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated
by reference therein at such time pursuant to Item 12 of Form S-3 under the 1933 Act and the
documents otherwise deemed to be a part thereof as of such time pursuant to the Rule 430B. Each
preliminary prospectus used in connection with the offering of the Securities, including the
documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of
Form S-3 under the 1933 Act, is referred to herein as a “preliminary prospectus.” Promptly after
execution and delivery of this Agreement, the Company will prepare and file a final prospectus
relating to the Securities in accordance with the provisions of Rule 424(b) under the 1933 Act
Regulations (“Rule 424(b)”). The final prospectus, in the form first furnished or made available to
the Underwriters for use in connection with the offering of the Securities, including the documents
incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3
under the 1933 Act, is collectively referred to herein as the “Prospectus.” For purposes of this
Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus
or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed
with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system
(“▇▇▇▇▇”).
As used in this Agreement:
“Applicable Time” means 6:02 p.m., New York City time, on December 1, 2011 or such other time
as agreed by the Company and the Representatives.
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“General Disclosure Package” means any Issuer General Use Free Writing Prospectuses issued at
or prior to the Applicable Time, the prospectus (including any documents incorporated therein by
reference) that is included in the Registration Statement as of the Applicable Time and the
information included on Schedule C hereto, all considered together.
“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in
Rule 433 of the 1933 Act Regulations (“Rule 433”), including without limitation any “free writing
prospectus” (as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”)) relating to the
Securities that is (i) required to be filed with the Commission by the Company, (ii) a “road show
that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required
to be filed with the Commission or (iii) exempt from filing with the Commission pursuant to Rule
433(d)(5)(i) because it contains a description of the Securities or of the offering that does not
reflect the final terms, in each case in the form filed or required to be filed with the Commission
or, if not required to be filed, in the form retained in the Company’s records pursuant to Rule
433(g).
“Issuer General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is
intended for general distribution to prospective investors (other than a “bona fide electronic road
show,” as defined in Rule 433), as evidenced by it being specified in Schedule D hereto.
“Issuer Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus that is
not an Issuer General Use Free Writing Prospectus.
“Person” means an individual, corporation, partnership, limited liability company, joint
venture, association, joint stock company, trust, unincorporated organization, governmental body,
regulatory body, administrative agency or other entity of whatever nature.
“Subsidiary” means, with respect to any specified person:
(1) any corporation, association or other business entity of which more than 50% of the total
voting power of shares of capital stock entitled (without regard to the occurrence of any
contingency and after giving effect to any voting agreement or stockholders’ agreement that
effectively transfers voting power) to vote in the election of directors, managers or trustees of
the corporation, association or other business entity is at the time owned or controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a
combination thereof); and
(2) any partnership (a) the sole general partner or the managing general partner of which is
such Person or a Subsidiary of such Person or (b) the only general partners of which are that
Person or one or more Subsidiaries of that Person (or any combination thereof).
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All references in this Agreement to financial statements and schedules and other information
which is “contained,” “included” or “stated” (or other references of like import) in the
Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to include all
such financial statements and schedules and other information incorporated or deemed incorporated
by reference in the Registration Statement, any preliminary prospectus or the Prospectus, as the
case may be, prior to the date and time that this Agreement is executed and delivered by the
parties hereto (the “Execution Time”); and all references in this Agreement to amendments or
supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be
deemed to include the filing of any document under the Securities Exchange Act of 1934, as amended
(the “1934 Act”), and the rules and regulations promulgated thereunder (the “1934 Act
Regulations”), incorporated or deemed to be incorporated by reference in the Registration
Statement, the preliminary prospectus or the Prospectus, as the case may be, at or after the
Execution Time.
Section 1. Representations and Warranties of the Company and the Guarantors. The
Company and the Guarantors jointly and severally represent and warrant to each Underwriter as of
the date hereof, the Applicable Time (defined herein) and as of the Closing Time referred to in
Section 2(c) hereof, and agree with each Underwriter, as follows:
(a) Registration Statement and Prospectuses.
(i) The Company meets the requirements for use of Form S-3 under the 1933 Act. The
Registration Statement is an “automatic shelf registration statement” (as defined in Rule
405) and the Securities have been and remain eligible for registration by the Company on
such automatic shelf registration statement. The Registration Statement and any
post-effective amendment thereto has become effective under the 1933 Act. No stop order
suspending the effectiveness of the Registration Statement or any post-effective amendment
thereto has been issued under the 1933 Act, no order preventing or suspending the use of any
preliminary prospectus or the Prospectus has been issued and no proceedings for any of those
purposes have been instituted or are pending or, to the Company’s or the Guarantors’
knowledge, threatened. The Company and the Guarantors have complied with each request (if
any) from the Commission for additional information.
(ii) Each of the Registration Statement and any post-effective amendment thereto, at
the time of its effectiveness and at each deemed effective date with respect to the
Underwriters pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, complied in all
material respects with the requirements of the 1933 Act, the 1933 Act Regulations and the
Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission
thereunder (collectively, the “Trust Indenture Act”). Each preliminary
prospectus (including the prospectus filed as part of the Registration Statement as
originally filed or as part of any amendment thereto), at the time it was filed, complied in
all material respects with the 1933 Act Regulations and each preliminary prospectus and the
Prospectus delivered to the Underwriters for use in connection with this offering was
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identical to the electronically transmitted copies thereof filed with the Commission
pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T.
(iii) The documents incorporated or deemed to be incorporated by reference in the
Registration Statement and the Prospectus, when they became effective or at the time they
were or hereafter are filed with the Commission, complied and will comply in all material
respects with the requirements of the 1934 Act and the 1934 Act Regulations, and, when read
together with the other information in the Prospectus, (a) at the time the Registration
Statement became effective, (b) at the time the Prospectus was issued and (c) at the Closing
Time, did not and will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading.
(b) Accurate Disclosure.
(i) Neither the Registration Statement nor any amendment thereto, at its effective
time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an
untrue statement of a material fact or omitted, omits or will omit to state a material fact
required to be stated therein or necessary to make the statements therein not misleading.
As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual
Issuer Limited Use Free Writing Prospectus, when considered together with the General
Disclosure Package, included, includes or will include an untrue statement of a material
fact or omitted, omits or will omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not
misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue
date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing
Time or at any Date of Delivery, included, includes or will include an untrue statement of a
material fact or omitted, omits or will omit to state a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made,
not misleading.
(ii) The representations and warranties in this subsection shall not apply to
statements in or omissions from the Registration Statement (or any amendment thereto), the
General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made
in reliance upon and in conformity with written information furnished to the Company by any
Underwriter through the Representatives expressly for use therein. For purposes of this
Agreement, the only information so furnished shall be the information in the first paragraph
under the heading “Underwriting—Commissions and Discounts,” and the information in the
first and second paragraphs under the heading
“Underwriting—Short Positions” in the Prospectus (collectively, the “Underwriter
Information”).
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(c) Issuer Free Writing Prospectuses. No Issuer Free Writing Prospectus conflicts or will
conflict with the information contained in the Registration Statement or the Prospectus, including
any document incorporated by reference therein, and any preliminary or other prospectus deemed to
be a part thereof that has not been superseded or modified.
(d) Well-Known Seasoned Issuer. (A) At the original effectiveness of the Registration
Statement, (B) at the time of the most recent amendment thereto for the purposes of complying with
Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment,
incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus),
(C) at the time the Company or any person acting on its behalf (within the meaning, for this clause
only, of Rule 163(c) under the ▇▇▇▇ ▇▇▇) made any offer relating to the Securities in reliance on
the exemption of Rule 163 under the 1933 Act, and (D) as of the Execution Time, the Company was and
is a “well-known seasoned issuer” (as defined in Rule 405).
(e) Company Not Ineligible Issuer. At the time of filing the Registration Statement and any
post-effective amendment thereto, at the earliest time thereafter that the Company or another
offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act
Regulations) of the Securities and at the date hereof, the Company was not and is not an
“ineligible issuer,” as defined in Rule 405, without taking account of any determination by the
Commission pursuant to Rule 405 that it is not necessary that the Company be considered an
ineligible issuer.
(f) Independent Accountants. The accountants who certified the financial statements and
supporting schedules included in the Registration Statement are independent public accountants as
required by the 1933 Act and the 1933 Act Regulations.
(g) Financial Statements. The financial statements included in the Registration Statement, the
General Disclosure Package and the Prospectus, together with the related schedules and notes,
present fairly in all material respects the financial position of the Company and its consolidated
subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash
flows of the Company and its consolidated subsidiaries for the periods specified; said financial
statements have been prepared in conformity with generally accepted accounting principles (“GAAP”)
applied on a consistent basis throughout the periods involved. The supporting schedules, if any,
present fairly in accordance with GAAP the information required to be stated therein. The selected
financial data and the summary financial information included in the Prospectus present fairly in
all material respects the information shown therein and have been compiled on a basis consistent
with that of the audited financial statements included in the Registration Statement. All
disclosures contained in the Registration Statement, the General Disclosure Package or the
Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such
term is defined by the rules and regulations of the Commission) comply with Regulation G of the 1934 Act and Item 10 of
Regulation S-K of the 1933 Act, to the extent applicable. The interactive data in eXtensible
Business Reporting Language incorporated by reference in the Registration Statement, the General
Disclosure Package and the Prospectus fairly presents the information called for in all
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material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable
thereto.
(h) No Material Adverse Change in Business. Since the respective dates as of which information
is given in the Registration Statement, the General Disclosure Package or the Prospectus, except as
otherwise stated therein, (i) there has been no material adverse change in the condition, financial
or otherwise, or in the earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the ordinary course of
business (a “Material Adverse Effect”), (ii) there have been no transactions entered into by the
Company or any of its subsidiaries, other than those in the ordinary course of business, which are
material with respect to the Company and its subsidiaries considered as one enterprise and (iii)
there has been no dividend or distribution of any kind declared, paid or made by the Company on any
class of its capital stock.
(i) Good Standing of the Company. The Company has been duly organized and is validly existing
as a corporation in good standing under the laws of the State of Delaware and has corporate power
and authority to own, lease and operate its properties and to conduct its business as described in
the Prospectus and to enter into and perform its obligations under this Agreement; and the Company
is duly qualified as a foreign corporation to transact business and is in good standing in each
other jurisdiction in which such qualification is required, whether by reason of the ownership or
leasing of property or the conduct of business, except where the failure so to qualify or to be in
good standing would not result in a Material Adverse Effect.
(j) Good Standing of Subsidiaries. Each “significant subsidiary” of the Company (as such term
is defined in Rule 1-02 of Regulation S-X) and Verisk Health Solutions, Inc. (each a “Subsidiary”
and, collectively, the “Subsidiaries”) has been duly organized and is validly existing as a
corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate
power and authority to own, lease and operate its properties and to conduct its business as
described in the Prospectus and is duly qualified as a foreign corporation to transact business and
is in good standing in each jurisdiction in which such qualification is required, whether by reason
of the ownership or leasing of property or the conduct of business, except where the failure so to
qualify or to be in good standing would not result in a Material Adverse Effect; except as
otherwise disclosed in the Registration Statement, all of the issued and outstanding capital stock
of each such Subsidiary has been duly authorized and validly issued, is fully paid and
non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any
security interest, mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding
shares of capital stock of any Subsidiary was issued in violation of the preemptive or similar
rights of any securityholder of such Subsidiary. The only significant subsidiaries of the Company
are the subsidiaries listed on Schedule E hereto.
(k) Capitalization. The authorized, issued and outstanding capital stock of the Company is as
set forth in the Registration Statement, the General Disclosure Package and the Prospectus in the
column entitled “Actual” under the caption “Capitalization” (except for subsequent issuances, if
any, pursuant to this Agreement, pursuant to reservations, agreements or
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employee benefit plans referred to in the Prospectus or pursuant to the exercise of convertible securities or options
referred to in the Prospectus).
(l) Due Authorization. The Company and each of the Guarantors have full right, power and
authority to execute and deliver, as applicable, this Agreement, the Notes and the Indenture
(including each Guarantee set forth therein) (collectively, the “Transaction Documents”) and to
perform their respective obligations hereunder and thereunder; and all action required to be taken
for the due and proper authorization, execution and delivery of each of the Transaction Documents
and the consummation of the transactions contemplated hereby and thereby has been duly and validly
taken.
(m) Indenture. The Indenture has been duly authorized by the Company and each of the
Guarantors and upon effectiveness of the Registration Statement was duly qualified under the Trust
Indenture Act and, when the Supplemental Indenture is duly executed and delivered in accordance
with its terms by each of the parties thereto, the Indenture will constitute a valid and legally
binding agreement of the Company and each of the Guarantors enforceable against the Company and
each of the Guarantors in accordance with its terms, except as enforceability may be limited by
applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights
generally or by equitable principles relating to enforceability (collectively, the “Enforceability
Exceptions”); and at the Closing Time, the Indenture will conform in all material respects to the
requirements of the Trust Indenture Act, and the rules and regulations of the Commission applicable
to an indenture that is qualified thereunder.
(n) The Securities and the Guarantees. The Notes have been duly authorized by the Company and,
when duly executed, authenticated, issued and delivered as provided in the Indenture and paid for
as provided herein, will be duly and validly issued and outstanding and will constitute valid and
legally binding obligations of the Company enforceable against the Company in accordance with their
terms, subject to the Enforceability Exceptions, and will be entitled to the benefits of the
Indenture. The Guarantees have been duly authorized by the Company and each of the Guarantors and,
when the Indenture has been duly executed, authenticated, issued and delivered, and the Notes have
been duly executed, authenticated, issued and delivered as provided in the Indenture and paid for
as provided herein, the Guarantees will be valid and legally binding obligations of each of the
Guarantors, enforceable against each of the Guarantors in accordance with their terms, subject to
the Enforceability Exceptions, and will be entitled to the benefits of the Indenture.
(o) Authorization of Underwriting Agreement. This Agreement has been duly authorized, executed
and delivered by the Company and each of the Guarantors.
(p) Descriptions of the Transaction Documents. Each Transaction Document conforms in all
material respects to the description thereof contained in the Registration Statement, the General
Disclosure Package and the Prospectus.
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(q) Absence of Defaults and Conflicts. Neither the Company nor any of its subsidiaries is in
violation of its charter or by-laws or in default in the performance or observance of any
obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed
of trust, loan or credit agreement, note, lease or other agreement or instrument to which the
Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to
which any of the property or assets of the Company or any subsidiary is subject (collectively,
“Agreements and Instruments”) except for such defaults that would not result in a Material Adverse
Effect. The execution, delivery and performance by the Company and each of the Guarantors of each
of the Transaction Documents to which each is a party, the issuance and sale of the Securities
(including the Guarantees) and compliance by the Company and each of the Guarantors with the terms
hereof and thereof and the consummation of the transactions contemplated by the Transaction
Documents and the General Disclosure Package have been duly authorized by all necessary corporate
action and do not and will not, whether with or without the giving of notice or passage of time or
both, conflict with or constitute a breach of, or default or Repayment Event (as defined below)
under, or result in the creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company or any subsidiary pursuant to, the Agreements and Instruments (except for
such conflicts, breaches, defaults or Repayment Events or liens, charges or encumbrances that would
not result in a Material Adverse Effect), nor will such action result in any violation of the
provisions of the charter or by-laws of the Company or any subsidiary or, except as would not
result in a Material Adverse Effect, any applicable law, statute, rule, regulation, judgment,
order, writ or decree of any government, government instrumentality or court, domestic or foreign,
having jurisdiction over the Company or any subsidiary or any of their assets, properties or
operations. As used herein, a “Repayment Event” means any event or condition which gives the holder
of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s
behalf) the right to require the repurchase, redemption or repayment of all or a portion of such
indebtedness by the Company or any subsidiary.
(r) Absence of Labor Dispute. No labor dispute with the employees of the Company or any
subsidiary exists or, to the knowledge of the Company and each of the Guarantors, is imminent, and
neither the Company nor any Guarantor is aware of any existing or imminent labor disturbance by the
employees of any of its or any subsidiary’s principal suppliers, manufacturers, customers or
contractors, which, in either case, would result in a Material Adverse Effect.
(s) Absence of Proceedings. There is no action, suit, proceeding, inquiry or investigation
before or brought by any court or governmental agency or body, domestic or foreign, now pending,
or, to the knowledge of the Company and each of the Guarantors, threatened, against or affecting
the Company or any subsidiary, which is required to be disclosed in the Registration Statement
(other than as disclosed therein), or which might result in a Material Adverse Effect, or which might materially and adversely affect the properties or
assets of the Company and its subsidiaries taken as a whole or the consummation of the transactions
contemplated in this Agreement or the performance by the Company and the Guarantors of their
respective obligations hereunder; the aggregate of all pending legal or governmental proceedings to
which the Company or any subsidiary is a party or of which any of their respective property or
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assets is the subject which are not described in the Registration Statement, including ordinary
routine litigation incidental to the business, could not reasonably be expected to result in a
Material Adverse Effect.
(t) Accuracy of Exhibits. There are no contracts or documents which are required to be
described in the Registration Statement, the Prospectus or the documents incorporated by reference
therein or to be filed as exhibits thereto, as of the date hereof or as of the Closing Time, which
have not been or will not be, as applicable, so described and filed as required.
(u) Possession of Intellectual Property. The Company and its subsidiaries own or possess, or
can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights,
know-how (including trade secrets and other unpatented and/or unpatentable proprietary or
confidential information, systems or procedures), trademarks, service marks, trade names or other
intellectual property (collectively, “Intellectual Property”) necessary to carry on the business
now operated by them in any material respect, and neither the Company nor any of its subsidiaries
has received any notice or is otherwise aware of any infringement of or conflict with asserted
rights of others with respect to any Intellectual Property or of any facts or circumstances which
would render any Intellectual Property invalid or inadequate to protect the interest of the Company
or any of its subsidiaries therein, and which infringement or conflict (if the subject of any
unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate,
would result in a Material Adverse Effect.
(v) Absence of Further Requirements. No filing with, or authorization, approval, consent,
license, order, registration, qualification or decree of, any court or governmental authority or
agency is necessary or required for the performance by the Company or any of the Guarantors of
their respective obligations under the Transaction Documents, in connection with the offering,
issuance or sale of the Securities hereunder or the consummation of the transactions contemplated
by the Transaction Documents, except such as have been already obtained or as may be required under
the 1933 Act or the 1933 Act Regulations or state securities laws.
(w) Absence of Manipulation. Neither the Company nor any affiliate of the Company has taken,
nor will the Company or any affiliate take, directly or indirectly, any action which is designed to
or which has constituted or which would be expected to cause or result in stabilization or
manipulation of the price of any security of the Company to facilitate the sale or resale of the
Securities.
(x) Possession of Licenses and Permits. The Company and its subsidiaries possess such permits,
licenses, approvals, consents and other authorizations (collectively, “Governmental
Licenses”) issued by the appropriate federal, state, local or foreign regulatory agencies or
bodies necessary to conduct the business now operated by them, except where the failure so to
possess would not, singly or in the aggregate, result in a Material Adverse Effect; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses,
except where the failure so to comply would not, singly or in the aggregate, result in a Material
10
Adverse Effect; all of the Governmental Licenses are valid and in full force and effect, except
when the invalidity of such Governmental Licenses or the failure of such Governmental Licenses to
be in full force and effect would not, singly or in the aggregate, result in a Material Adverse
Effect; and neither the Company nor any of its subsidiaries has received any notice of proceedings
relating to the revocation or modification of any such Governmental Licenses which, singly or in
the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a
Material Adverse Effect.
(y) Title to Property. The Company and its subsidiaries have good and marketable title to all
real property owned by the Company and its subsidiaries and good title to all other properties
owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests,
claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus
or (b) do not, singly or in the aggregate, materially affect the value of such property and do not
materially interfere with the use made and proposed to be made of such property by the Company or
any of its subsidiaries; and all of the leases and subleases material to the business of the
Company and its subsidiaries, considered as one enterprise, and under which the Company or any of
its subsidiaries holds properties described in the Prospectus, are in full force and effect, and
neither the Company nor any subsidiary has any notice of any material claim of any sort that has
been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the
leases or subleases mentioned above, or affecting or questioning the rights of the Company or such
subsidiary to the continued possession of the leased or subleased premises under any such lease or
sublease.
(z) Investment Company Act. Neither the Company nor any of the Guarantors is required, and,
upon the sale of the Securities as herein contemplated and the application of the net proceeds
therefrom as described in the General Disclosure Package and the Prospectus, none of them will be
required, to register as an “investment company” under the Investment Company Act of 1940, as
amended (the “1940 Act”).
(aa) Environmental Laws. Except as described in the Registration Statement and except as would
not, singly or in the aggregate, result in a Material Adverse Effect, (A) neither the Company nor
any of its subsidiaries is in violation of any federal, state, local or foreign statute, law, rule,
regulation, ordinance, code, policy or rule of common law or any judicial or administrative
interpretation thereof, including any judicial or administrative order, consent, decree or
judgment, relating to pollution or protection of human health, the environment (including, without
limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or
wildlife, including, without limitation, laws and regulations relating to the release or threatened
release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances,
petroleum or petroleum products, asbestos-containing materials or mold
(collectively, “Hazardous Materials”) or to the manufacture, processing, distribution, use,
treatment, storage, disposal, transport or handling of Hazardous Materials (collectively,
“Environmental Laws”), (B) the Company and its subsidiaries have all permits, authorizations and
approvals required under any applicable Environmental Laws and are each in compliance with their
requirements, (C) there are no pending or, to the knowledge of the Company and each
11
of the Guarantors, threatened administrative, regulatory or judicial actions, suits, demands, demand
letters, claims, liens, notices of noncompliance or violation, investigation or proceedings
relating to any Environmental Law against the Company or any of its subsidiaries and (D) to the
knowledge of the Company and each of the Guarantors there are no events or circumstances that would
reasonably be expected to form the basis of an order for clean-up or remediation, or an action,
suit or proceeding by any private party or governmental body or agency, against or affecting the
Company or any of its subsidiaries relating to Hazardous Materials or any Environmental Laws.
(bb) No Registration Rights. Except as described in the Registration Statement, there are no
persons with registration rights or other similar rights to have any securities registered pursuant
to the Registration Statement or otherwise registered by the Company or the Guarantors under the
1933 Act.
(cc) Accounting Controls. The Company and each of its subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurances that (A) transactions are
executed in accordance with management’s general or specific authorization; (B) transactions are
recorded as necessary to permit preparation of financial statements in conformity with GAAP and to
maintain accountability for assets; (C) access to assets is permitted only in accordance with
management’s general or specific authorization; (D) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences; and (E) the interactive data in eXtensible Business Reporting Language
incorporated by reference in the Registration Statement, the General Disclosure Package and the
Prospectus fairly presents the information called for in all material respects and is prepared in
accordance with the Commission’s rules and guidelines applicable thereto. Except as described in
the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (1)
no material weakness in the Company’s internal control over financial reporting (whether or not
remediated) and (2) no change in the Company’s internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, the Company’s internal control
over financial reporting.
(dd) Disclosure Controls. The Company and its subsidiaries maintain an effective system of
“disclosure controls and procedures” (as defined in Rule 13a-15(e) of the ▇▇▇▇ ▇▇▇) that is
designed to ensure that information required to be disclosed by the Company in reports that it
files or submits under the 1934 Act is recorded, processed, summarized and reported within the time
periods specified in the Commission’s rules and forms, including controls and procedures designed
to ensure that such information is accumulated and communicated to the Company’s management as
appropriate to allow timely decisions regarding required disclosure.
The Company and its subsidiaries have carried out evaluations of the effectiveness of their
disclosure controls and procedures as required by Rule 13a-15 of the 1934 Act.
(ee) Payment of Taxes. Except as would not cause a Material Adverse Effect, all United States
federal income tax returns of the Company and its subsidiaries required by law to be filed have
been filed and all taxes shown by such returns or otherwise assessed, which are due
12
and payable, have been paid, except assessments against which appeals have been or will be promptly taken and as
to which adequate reserves have been provided. The Company and its subsidiaries have filed all
other tax returns that are required to have been filed by them pursuant to applicable foreign,
state, local or other law except insofar as the failure to file such returns would not result in a
Material Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant to any
assessment received by the Company and its subsidiaries, except for such taxes, if any, as are
being contested in good faith and as to which adequate reserves have been provided. The charges,
accruals and reserves on the books of the Company in respect of any income and corporation tax
liability for any years not finally determined are adequate to meet any assessments or
reassessments for additional income tax for any years not finally determined, except to the extent
of any inadequacy that would not result in a Material Adverse Effect.
(ff) Insurance. The Company and its subsidiaries carry or are entitled to the benefits of
insurance, with, to the knowledge of the Company, financially sound and reputable insurers, in such
amounts and covering such risks as is generally maintained by companies of established repute
engaged in the same or similar business, and all such insurance is in full force and effect. The
Company and each of the Guarantors has no reason to believe that the Company or any subsidiary will
not be able (A) to renew its existing insurance coverage as and when such policies expire or (B) to
obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct
its business as now conducted and at a cost that would not result in a Material Adverse Effect. In
the last three years, neither the Company nor any subsidiary has been denied any insurance coverage
which it has sought or for which it has applied.
(gg) Statistical and Market-Related Data. Any statistical and market-related data included in
the Registration Statement and the Prospectus are based on or derived from sources that the Company
and the Guarantors believe to be reliable and accurate, and where required the Company and the
Guarantors have obtained the written consent to the use of such data from such sources.
(hh) Foreign Corrupt Practices Act. Neither the Company, nor any of its officers or directors,
nor, to the knowledge of the Company, any agent, employee, affiliate or other person acting on
behalf of the Company or any of its subsidiaries is aware of or has taken any action, directly or
indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act
of 1977, as amended, and the rules and regulations thereunder (the “FCPA”), including, without
limitation, making use of the mails or any means or instrumentality of interstate commerce
corruptly in furtherance of an offer, payment, promise to pay or authorization of the payment of
any money, or other property, gift, promise to give, or
authorization of the giving of anything of value to any “foreign official” (as such term is
defined in the FCPA) or any foreign political party or official thereof or any candidate for
foreign political office, in contravention of the FCPA and the Company, and to the knowledge of the
Company and the Guarantors, its affiliates have conducted their businesses in compliance with the
FCPA and have instituted and maintain policies and procedures designed to ensure, and which are
reasonably expected to continue to ensure, continued compliance therewith.
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(ii) Money Laundering Laws. The operations of the Company and its subsidiaries are and have
been conducted at all times in compliance with applicable financial recordkeeping and reporting
requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or
similar rules, regulations or guidelines, issued, administered or enforced by any governmental
agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before
any court or governmental agency, authority or body or any arbitrator involving the Company and any
of its subsidiaries with respect to the Money Laundering Laws is pending or, to the best knowledge
of the Company and the Guarantors, threatened.
(jj) OFAC. Neither the Company, nor any of its officers or directors, nor, to the knowledge of
the Company and the Guarantors, any agent, employee, affiliate or person acting on behalf of the
Company or its subsidiaries is currently a target of any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).
(kk) Officer’s Certificates. Any certificate signed by any officer of the Company or any of
its subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be
deemed a representation and warranty by the Company and the Guarantors to each Underwriter as to
the matters covered thereby.
Section 2. Sale and Delivery to Underwriters; Closing.
(a) On the basis of the representations and warranties herein contained and subject to the
terms and conditions herein set forth, the Company and the Guarantors agree to sell to each
Underwriter, severally and not jointly, the Notes and Guarantees, as applicable, and each
Underwriter, severally and not jointly, agrees to purchase from the Company the respective
principal amount of Securities set forth opposite such Underwriter’s name in Schedule A hereto at a
price equal to 98.416% of the principal amount thereof plus accrued interest, if any, from December
8, 2011 to the Closing Time (as defined below). The Company and the Guarantors will not be
obligated to deliver any of the Securities except upon payment for all the Securities to be
purchased as provided herein.
(b) The Company and the Guarantors understand that the Underwriters propose to make a public
offering of the Securities as soon after the effectiveness of this Agreement as in
the judgment of the Representatives is advisable, and initially to offer the Securities on the
terms set forth in the Prospectus. The Company and the Guarantors acknowledge and agree that the
Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that
any such affiliate may offer and sell Securities purchased by it or through any Underwriter.
(c) Payment for and delivery of the Securities shall be made at the offices of Skadden, Arps,
Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, Four Times Square, New York, New York, or at such other
14
place as shall be agreed upon by the Representatives and the Company, at 9:00 a.m. (Eastern Time) on the fifth
business day after the date hereof (unless postponed in accordance with the provisions of Section
10), or such other time not later than ten business days after such date as shall be agreed upon by
the Representatives and the Company (such time and date of payment and delivery being herein called
“Closing Time”).
(d) Payment for the Securities shall be made by wire transfer in immediately available funds
to the account(s) specified by the Company to the Representatives against delivery to the nominee
of The Depository Trust Company, for the account of the Underwriters, of one or more global notes
representing the Securities (collectively, the “Global Notes”), with any transfer taxes payable in
connection with the sale of the Securities duly paid by the Company. The Global Notes will be made
available for inspection by the Representative not later than 1:00 p.m. (Eastern time) on the
business day prior to the Closing Time.
Section 3. Covenants of the Company and the Guarantors. The Company and the Guarantors
jointly and severally covenant and agree with each Underwriter as follows:
(a) Compliance with Securities Regulations and Commission Requests. The Company, subject to
Section 3(b), will comply with the requirements of Rule 430B, and will notify the Representatives
immediately, and confirm the notice in writing, (i) when any post-effective amendment to the
Registration Statement shall become effective, or any supplement to the Prospectus or any amended
Prospectus shall have been filed, (ii) of the receipt of any comments from the Commission, (iii) of
any request by the Commission for any amendment to the Registration Statement or any amendment or
supplement to the Prospectus or any document incorporated by reference therein or for additional
information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness
of the Registration Statement or of any order preventing or suspending the use of any preliminary
prospectus, or of the suspension of the qualification of the Securities for offering or sale in any
jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of
any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and
(v) if the Company or any Guarantor becomes the subject of a proceeding under Section 8A of the
1933 Act in connection with the offering of the Securities. The Company will effect the filings
required under Rule 424(b), in the manner and within the time period required by Rule 424(b)
(without reliance on Rule 424(b)(8)), and will take such steps as it deems necessary to ascertain
promptly whether the form of prospectus transmitted for filing under Rule 424(b) was received for
filing by the Commission and, in the event that it was not, it will promptly file such prospectus.
The Company and the Guarantors will make every reasonable effort to prevent the issuance of any
stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest
possible moment.
(b) Filing of Amendments and 1934 Act Documents. The Company will give the Representatives
notice of its intention to file or prepare any amendment to the Registration Statement (including
any filing under Rule 462(b)) or any amendment, supplement or revision to either the prospectus
included in the Registration Statement at the time it became effective or to
15
the Prospectus, and will furnish the Representatives with copies of any such documents a reasonable amount of time
prior to such proposed filing or use, as the case may be, and will not file or use any such
document to which the Representatives or counsel for the Underwriters shall reasonably object. The
Company has given the Representatives notice of any filings made pursuant to the 1934 Act or 1934
Act Regulations within 48 hours prior to the Applicable Time; the Company will give the
Representatives notice of its intention to make any such filing from the Applicable Time to the
Closing Time and will furnish the Representatives with copies of any such documents a reasonable
amount of time prior to such proposed filing, as the case may be, and will not file or use any such
document to which the Representatives or counsel for the Underwriters shall reasonably object.
(c) Delivery of Registration Statements. The Company has furnished or will deliver to the
Representatives and counsel for the Underwriters, upon request, without charge, signed copies of
the Registration Statement as originally filed and of each amendment thereto (including exhibits
filed therewith or incorporated by reference therein and signed copies of all consents and
certificates of experts, and will also deliver to the Representatives, without charge, a conformed
copy of the Registration Statement as originally filed and of each amendment thereto (without
exhibits) for each of the Underwriters. The copies of the Registration Statement and each amendment
thereto furnished to the Underwriters will be identical to the electronically transmitted copies
thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation
S-T.
(d) Delivery of Prospectuses. The Company has delivered to each Underwriter, without charge,
as many copies of each preliminary prospectus as such Underwriter reasonably requested, and the
Company hereby consents to the use of such copies for purposes permitted by the 1933 Act. The
Company will furnish to each Underwriter, without charge, during the period when the Prospectus is
required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or
supplemented) as such Underwriter may reasonably request. The Prospectus and any amendments or
supplements thereto furnished to the Underwriters will be identical to the electronically
transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent
permitted by Regulation S-T.
(e) Continued Compliance with Securities Laws. The Company will comply with the 1933 Act and
the 1933 Act Regulations so as to permit the completion of the distribution of the Securities as
contemplated in this Agreement and in the Prospectus. If at any time when a prospectus is required
by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur
or condition shall exist as a result of which it is necessary, in the
reasonable opinion of counsel for the Underwriters or for the Company, to amend the
Registration Statement or amend or supplement the Prospectus in order that the Prospectus will not
include any untrue statements of a material fact or omit to state a material fact necessary in
order to make the statements therein not misleading in the light of the circumstances existing at
the time it is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of
such counsel, at any such time to amend the Registration Statement or amend or supplement the
Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations,
16
the Company will promptly prepare and file with the Commission, subject to Section 3(b), such
amendment or supplement as may be necessary to correct such statement or omission or to make the
Registration Statement or the Prospectus comply with such requirements, and the Company will
furnish to the Underwriters such number of copies of such amendment or supplement as the
Underwriters may reasonably request. If at any time following issuance of an Issuer Free Writing
Prospectus there occurred or occurs an event or development as a result of which such Issuer Free
Writing Prospectus conflicted or would conflict with the information contained in the Registration
Statement relating to the Securities or included or would include an untrue statement of a material
fact or omitted or would omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances, prevailing at that subsequent time, not misleading, the
Company will promptly notify the Representatives and will promptly amend or supplement, at its own
expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue
statement or omission.
(f) Blue Sky Qualifications. The Company will use its reasonable best efforts, in cooperation
with the Underwriters, to qualify the Securities for offering and sale under the applicable
securities laws of such states and other jurisdictions as the Representatives may designate and to
maintain such qualifications in effect for a period of not less than one year from the later of the
effective date of the Registration Statement and any Rule 462(b) Registration Statement; provided,
however, that neither the Company nor any Guarantor shall be obligated to file any general consent
to service of process or to qualify as a foreign corporation or as a dealer in securities in any
jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing
business in any jurisdiction in which it is not otherwise so subject.
(g) Rule 158. The Company will timely file such reports pursuant to the 1934 Act as are
necessary in order to make generally available to its securityholders as soon as practicable an
earnings statement for the purposes of, and to provide to the Underwriters the benefits
contemplated by, the last paragraph of Section 11(a) of the 1933 Act.
(h) Clear Market. During the period from the date hereof through and including the business
day following the Closing Time, the Company and each of the Guarantors will not, without the prior
written consent of the Representatives, directly or indirectly issue, offer, sell, offer to sell,
or grant any option to sell, pledge, transfer or otherwise dispose of any debt securities or
securities exchangeable for or convertible into debt securities by the Company or any of the
Guarantors.
(i) Reporting Requirements. The Company, during the period when the Prospectus is required to
be delivered under the 1933 Act, will file all documents required to be filed with the Commission
pursuant to the 1934 Act within the time periods required by the 1934 Act and the rules and
regulations of the Commission thereunder.
(j) Issuer Free Writing Prospectuses. The Company and the Guarantors represent and agree that,
unless they obtain the prior consent of the Representatives, and each Underwriter
17
represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not
made and will not make any offer relating to the Securities that would constitute an Issuer Free
Writing Prospectus, or that would otherwise constitute a free writing prospectus, as defined in
Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to
by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing
Prospectus.” The Company and each Guarantor represents that it has treated or agrees that it will
treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and has complied
and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing
Prospectus, including timely filing with the Commission where required, legending and record
keeping.
Section 4. Payment of Expenses.
(a) Expenses. The Company and the Guarantors will jointly and severally pay or cause to be
paid all expenses incident to the performance of their obligations under this Agreement, including
(i) the preparation, printing and filing of the Registration Statement (including financial
statements and exhibits) as originally filed and of each amendment thereto, (ii) the preparation,
printing and delivery to the Underwriters of this Agreement, any Agreement among Underwriters and
such other documents as may be required in connection with the offering, purchase, sale, issuance
or delivery of the Securities, (iii) the preparation, issuance and delivery of the Global Notes to
the Underwriters, including any transfer taxes and any stamp or other duties payable upon the sale,
issuance or delivery of the Securities to the Underwriters, (iv) the fees and disbursements of the
Company’s and the Guarantors’ counsel, accountants and other advisors, (v) the printing and
delivery to the Underwriters of copies of each preliminary prospectus, any Permitted Free Writing
Prospectus and of the Prospectus and any amendments or supplements thereto and any costs associated
with electronic delivery of any of the foregoing by the Underwriters to investors, (vi) the fees
and expenses of any transfer agent or registrar for the Securities, and (vii) all expenses incurred
by the Company and the Guarantors in connection with any “road show” presentation to potential
investors.
(b) Termination of Agreement. If this Agreement is terminated by the Representatives in
accordance with the provisions of Section 5 or Section 9(a)(i) hereof, the Company shall reimburse
the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and
disbursements of counsel for the Underwriters.
Section 5. Conditions of Underwriters’ Obligations. The obligations of the several
Underwriters hereunder are subject to the accuracy of the representations and warranties of the
Company and the Guarantors contained in Section 1 hereof or in certificates of any officer of the
Company or any subsidiary of the Company delivered pursuant to the provisions hereof, to the
performance by the Company and each Guarantor of its covenants and other obligations hereunder, and
to the following further conditions:
(a) Effectiveness of Registration Statement. The Registration Statement, including any Rule
462(b) Registration Statement, has become effective and at Closing Time no stop order
18
suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or
proceedings therefor initiated or threatened by the Commission, and any request on the part of the
Commission for additional information shall have been complied with to the reasonable satisfaction
of counsel to the Underwriters. A prospectus containing the Rule 430B Information shall have been
filed with the Commission in the manner and within the time frame required by Rule 424(b) without
reliance on Rule 424(b)(8) or a post-effective amendment providing such information shall have been
filed and declared effective in accordance with the requirements of Rule 430B.
(b) No Downgrade. Subsequent to the earlier of (i) the Applicable Time and (ii) the execution
and delivery of this Agreement, (x) no downgrading shall have occurred in the rating accorded the
Securities or any other debt securities or preferred stock of or guaranteed by the Company or any
of its subsidiaries by any “nationally recognized statistical rating organization” as such term is
defined by the Commission for purposes of Section 3(a)(62) of the 1934 Act and (y) no such
organization shall have publicly announced that it has under surveillance or review, or has changed
its outlook with respect to, its rating of the Securities or of any other debt securities of
preferred stock of or guaranteed by the Company or any of its subsidiaries (other than an
announcement with positive implications of a possible upgrading).
(c) No Material Adverse Effect. No event or condition of a type described in Section 1(g)
hereof shall have occurred or shall exist, which event or condition is not described in each of the
General Disclosure Package (excluding any amendment or supplement thereto) and the Prospectus
(excluding any amendment or supplement thereto) and the effect of which in the judgment of the
Representatives makes it impracticable or inadvisable to proceed with the offering, sale or
delivery of the Securities on the terms and in the manner contemplated by this Agreement, the
General Disclosure Package and the Prospectus.
(d) Opinion of Counsel for the Company and the Guarantors. At Closing Time, the
Representatives shall have received (i) the favorable opinion and negative assurance letter, dated
as of Closing Time, of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Company and the Guarantors, in
form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced
copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A-1
hereto, and (ii) the favorable opinion, dated as of Closing Time, of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, general
counsel of the Company and the Guarantors, in form and substance satisfactory to counsel for the
Underwriters, together with signed or reproduced copies of such letter for each of the other
Underwriters to the effect set forth in Exhibit A-2 hereto.
(e) Opinion of Counsel for the Underwriters. At Closing Time, the Representatives shall have
received the favorable opinion and negative assurance letter, dated as of Closing Time, of Skadden,
Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Underwriters, together with signed or reproduced
copies of such letter for each of the other Underwriters in a form reasonably satisfactory to the
Underwriters.
19
(f) Officers’ Certificate. At Closing Time, there shall not have been, since the date hereof
or since the respective dates as of which information is given in the Prospectus or the General
Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its subsidiaries, considered as
one enterprise, whether or not arising in the ordinary course of business, and the Representatives
shall have received a certificate of the President or a Vice President of the Company and of each
Guarantor, and of the chief financial or chief accounting officer of the Company and each
Guarantor, dated as of the Closing Time, to the effect that (i) there has been no such material
adverse change, (ii) the representations and warranties in Section 1 hereof are true and correct
with the same force and effect as though expressly made at and as of the Closing Time, (iii) the
Company and the Guarantors have complied in all material respects with all agreements and satisfied
all conditions on their part to be performed or satisfied at or prior to the Closing Time and (iv)
to their knowledge, no stop order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been instituted or are pending or contemplated
by the Commission.
(g) Accountant’s Comfort Letter. At the time of the execution of this Agreement, the
Representatives shall have received from Deloitte & Touche LLP a letter dated such date, in form
and substance satisfactory to the Representatives, together with signed or reproduced copies of
such letter for each of the other Underwriters containing statements and information of the type
ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial
statements and certain financial information contained in the Registration Statement and the
Prospectus.
(h) Bring-down Comfort Letter. At Closing Time, the Representatives shall have received from
Deloitte & Touche LLP a letter, dated as of Closing Time, to the effect that they reaffirm the
statements made in the letter furnished pursuant to subsection (g) of this Section, except that the
specified date referred to shall be a date not more than three business days prior to Closing Time.
(i) Additional Documents. At Closing Time, counsel for the Underwriters shall have been
furnished with such documents and opinions as they may require for the purpose of enabling them to
pass upon the issuance and sale of the Securities as herein contemplated, or in order to evidence
the accuracy of any of the representations or warranties, or the fulfillment of any of the
conditions, herein contained; and all proceedings taken by the Company and the Guarantors in
connection with the issuance and sale of the Securities as herein contemplated shall be reasonably
satisfactory in form and substance to the Representatives and counsel for the Underwriters.
(j) Termination of Agreement. If any condition specified in this Section shall not have been
fulfilled when and as required to be fulfilled, this Agreement may be terminated by the
Representatives by notice to the Company at any time at or prior to Closing Time, and such
termination shall be without liability of any party to any other party except as provided in
20
Section 4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and remain in
full force and effect.
Section 6. Indemnification.
(a) Indemnification of Underwriters. The Company and the Guarantors, jointly and severally,
agree to indemnify and hold harmless each Underwriter, its affiliates, as such term is defined in
Rule 501(b) under the 1933 Act (each, an “Affiliate”), its selling agents, officers and directors
and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as
incurred, arising out of any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement (or any amendment thereto), including the Rule 430B
Information or the omission or alleged omission therefrom of a material fact required to be
stated therein or necessary to make the statements therein not misleading or arising out of
any untrue statement or alleged untrue statement of a material fact included in any
preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any
amendment or supplement thereto), or the omission or alleged omission therefrom of a
material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as
incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or threatened, or
of any claim whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission; provided that any such settlement is effected with the
written consent of the Company;
(iii) against any and all expense whatsoever, as incurred (including the fees and
disbursements of counsel chosen by the Representatives), reasonably incurred in
investigating, preparing or defending against any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or any claim
whatsoever based upon any such untrue statement or omission, or any such alleged untrue
statement or omission, to the extent that any such expense is not paid under (i) or (ii)
above;
provided, however, that this indemnity agreement shall not apply to any loss, liability, claim,
damage or expense to the extent arising out of any untrue statement or omission or alleged untrue
statement or omission made in reliance upon and in conformity with written information furnished to
the Company by any Underwriter through the Representatives expressly for use in the Registration
Statement (or any amendment thereto), including the Rule 430B Information, or
21
any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement
thereto). For purposes of this Agreement, the only information so furnished shall be the
Underwriter Information.
(b) Indemnification of Company, Guarantors and Directors and Officers. Each Underwriter
severally agrees to indemnify and hold harmless the Company and the Guarantors, and their
respective directors, each of their respective officers who signed the Registration Statement, and
each person, if any, who controls the Company and the Guarantors within the meaning of Section 15
of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage
and expense described in the indemnity contained in subsection (a) of this Section, as incurred,
but only with respect to untrue statements or omissions, or alleged untrue statements or omissions,
made in the Registration Statement (or any amendment thereto), including the Rule 430B Information
or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any
amendment or supplement thereto) in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through the Representatives expressly for use therein.
For purposes of this Agreement, the only information so furnished shall be the Underwriter
Information.
(c) Actions against Parties; Notification. Each indemnified party shall give notice as
promptly as reasonably practicable to each indemnifying party of any action commenced against it in
respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party
shall not relieve such indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it from any liability
which it may have otherwise than on account of this indemnity agreement. In the case of parties
indemnified pursuant to Section 6(a) above, counsel to the indemnified parties shall be selected by
the Representatives, and, in the case of parties indemnified pursuant to Section 6(b) above,
counsel to the indemnified parties shall be selected by the Company. An indemnifying party may
participate at its own expense in the defense of any such action; provided, however, that counsel
to the indemnifying party shall not (except with the consent of the indemnified party) also be
counsel to the indemnified party. In no event shall the indemnifying parties be liable for fees and
expenses of more than one counsel (in addition to any local counsel) separate from their own
counsel for all indemnified parties in connection with any one action or separate but similar or
related actions in the same jurisdiction arising out of the same general allegations or
circumstances. No indemnifying party shall, without the prior written consent of the indemnified
parties, settle or compromise or consent to the entry of any judgment with respect to any
litigation, or any investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or contribution could be
sought under this Section 6 or Section 7 hereof (whether or not the indemnified parties are actual
or potential parties thereto), unless such settlement, compromise or consent (i) includes an
unconditional release of each indemnified party from all liability arising
out of such litigation, investigation, proceeding or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.
Section 7. Contribution. If the indemnification provided for in Section 6 hereof is for any
reason unavailable to or insufficient to hold harmless an indemnified party in respect of any
22
losses, liabilities, claims, damages or expenses referred to therein, then each indemnifying party
shall contribute to the aggregate amount of such losses, liabilities, claims, damages and expenses
incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to
reflect the relative benefits received by the Company and the Guarantors on the one hand and the
Underwriters on the other hand from the offering of the Securities pursuant to this Agreement or
(ii) if the allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Guarantors on the one hand and of the
Underwriters on the other hand in connection with the statements or omissions which resulted in
such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable
considerations.
The relative benefits received by the Company and the Guarantors on the one hand and the
Underwriters on the other hand in connection with the offering of the Securities pursuant to this
Agreement shall be deemed to be in the same respective proportions as the total net proceeds from
the offering of the Securities pursuant to this Agreement (before deducting expenses) received by
the Company and the Guarantors and the total underwriting discount received by the Underwriters, in
each case as set forth on the cover of the Prospectus bear to the aggregate public offering price
of the Securities as set forth on the cover of the Prospectus.
The relative fault of the Company and the Guarantors on the one hand and the Underwriters on
the other hand shall be determined by reference to, among other things, whether any such untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material
fact relates to information supplied by the Company or the Guarantors or by the Underwriters and
the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.
The Company, the Guarantors and the Underwriters agree that it would not be just and equitable
if contribution pursuant to this Section 7 were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to above in this Section 7.
The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in investigating, preparing or
defending against any litigation, or any investigation or proceeding by any governmental agency or
body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.
Notwithstanding the provisions of this Section 7, no Underwriter shall be required to
contribute any amount in excess of the amount by which the total price at which the Securities
underwritten by it and distributed to the public were offered to the public exceeds the amount
of any damages which such Underwriter has otherwise been required to pay by reason of any such
untrue or alleged untrue statement or omission or alleged omission.
23
No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
▇▇▇▇ ▇▇▇) shall be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.
For purposes of this Section 7, each person, if any, who controls an Underwriter within the
meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each Underwriter’s
Affiliates and selling agents shall have the same rights to contribution as such Underwriter, and
each director of the Company and the Guarantors, each officer of the Company and each officer of
the Guarantors who signed the Registration Statement, and each person, if any, who controls the
Company and the Guarantors within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act shall have the same rights to contribution as the Company and the Guarantors. The
Underwriters’ respective obligations to contribute pursuant to this Section 7 are several in
proportion to the number of Securities set forth opposite their respective names in Schedule A
hereto and not joint.
Section 8. Representations, Warranties and Agreements to Survive. All representations,
warranties and agreements contained in this Agreement or in certificates of officers of the Company
or any of its subsidiaries submitted pursuant hereto, shall remain operative and in full force and
effect regardless of (i) any investigation made by or on behalf of any Underwriter or its
Affiliates or selling agents, any person controlling any Underwriter, its officers or directors,
any person controlling the Company or any person controlling any Guarantor and (ii) delivery of and
payment for the Securities.
Section 9. Termination of Agreement.
(a) Termination; General. The Representatives may terminate this Agreement, by notice to the
Company, at any time at or prior to Closing Time (i) if there has been, since the time of execution
of this Agreement or since the respective dates as of which information is given in the Prospectus
and the General Disclosure Package, any material adverse change in the condition, financial or
otherwise, or in the earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the ordinary course of
business, or (ii) if there has occurred any material adverse change in the financial markets in the
United States or the international financial markets, any outbreak of hostilities or escalation
thereof or other calamity or crisis or any change or development involving a prospective change in
national or international political, financial or economic conditions, in each case the effect of
which is such as to make it, in the judgment of the Representatives, impracticable or inadvisable
to market the Securities or to enforce contracts for the sale of the Securities, or (iii) if
trading in any securities of the Company has been suspended or materially limited by the Commission
or the Nasdaq Global Select Market, or if trading generally on the American Stock Exchange or the
New York Stock Exchange or in the Nasdaq Global Select Market has been suspended or materially limited, or minimum or maximum prices for trading have
been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such
system or by order of the Commission, FINRA or any other governmental authority, or (iv) a material
disruption has occurred in commercial banking or securities settlement or
24
clearance services in the United States or (v) if a banking moratorium has been declared by either Federal or New York
authorities.
(b) Liabilities. If this Agreement is terminated pursuant to this Section, such termination
shall be without liability of any party to any other party except as provided in Section 4 hereof,
and provided further that Sections 1, 6, 7 and 8 shall survive such termination and remain in full
force and effect.
Section 10. Default by One or More of the Underwriters. If one or more of the
Underwriters shall fail at Closing Time to purchase the Securities which it or they are obligated
to purchase under this Agreement (the “Defaulted Securities”), the Representatives shall have the
right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted
Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however,
the Representatives shall not have completed such arrangements within such 24-hour period, then:
(i) if the number of Defaulted Securities does not exceed 10% of the number of
Securities to be purchased on such date, each of the non-defaulting Underwriters shall be
obligated, severally and not jointly, to purchase the full amount thereof in the proportions
that their respective underwriting obligations hereunder bear to the underwriting
obligations of all non-defaulting Underwriters, or
(ii) if the number of Defaulted Securities exceeds 10% of the number of Securities to
be purchased on such date, this Agreement shall terminate without liability on the part of
any non-defaulting Underwriter.
No action taken pursuant to this Section shall relieve any defaulting Underwriter from
liability in respect of its default.
In the event of any such default which does not result in a termination of this Agreement,
either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time,
for a period not exceeding seven days in order to effect any required changes in the Registration
Statement or Prospectus or in any other documents or arrangements. As used herein, the term
“Underwriter” includes any person substituted for an Underwriter under this Section 10.
Section 11. Tax Disclosure. Notwithstanding any other provision of this Agreement,
immediately upon commencement of discussions with respect to the transactions contemplated hereby,
the Company (and each employee, representative or other agent of the Company) may
disclose to any and all persons, without limitation of any kind, the tax treatment and tax
structure of the transactions contemplated by this Agreement and all materials of any kind
(including opinions or other tax analyses) that are provided to the Company relating to such tax
treatment and tax structure. For purposes of the foregoing, the term “tax treatment” is the
purported or
25
claimed federal income tax treatment of the transactions contemplated hereby, and the
term “tax structure” includes any fact that may be relevant to understanding the purported or
claimed federal income tax treatment of the transactions contemplated hereby.
Section 12. Notices. All notices and other communications hereunder shall be in writing and
shall be deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Underwriters shall be directed to the Representatives at ▇.▇.
▇▇▇▇▇▇ Securities LLC, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Equity Syndicate
Desk and ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇
▇▇▇▇▇, (fax: (▇▇▇) ▇▇▇-▇▇▇▇); Attention: High Grade Debt Capital Markets Transaction
Management/Legal; and notices to the Company shall be directed to it at Verisk Analytics, Inc., ▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, attention of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
Section 13. No Advisory or Fiduciary Relationship. Each of the Company and each of the
Guarantors acknowledges and agrees that (a) the purchase and sale of the Securities pursuant to
this Agreement, including the determination of the public offering price of the Securities and any
related discounts and commissions, is an arm’s-length commercial transaction among the Company and
the Guarantors, on the one hand, and the several Underwriters, on the other hand, (b) in connection
with the offering contemplated hereby and the process leading to such transaction each Underwriter
is and has been acting solely as a principal and is not the agent or fiduciary of the Company or
any Guarantor, or their respective stockholders, creditors, employees or any other party, (c) no
Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the
Company or any Guarantor with respect to the offering contemplated hereby or the process leading
thereto (irrespective of whether such Underwriter has advised or is currently advising the Company
or any Guarantor on other matters) and no Underwriter has any obligation to the Company or any
Guarantor with respect to the offering contemplated hereby except the obligations expressly set
forth in this Agreement, (d) the Underwriters and their respective affiliates may be engaged in a
broad range of transactions that involve interests that differ from those of each of the Company
and each Guarantor, and (e) the Underwriters have not provided any legal, accounting, regulatory or
tax advice with respect to the offering contemplated hereby and the Company and each of the
Guarantors has consulted its own respective legal, accounting, regulatory and tax advisors to the
extent it deemed appropriate.
Section 14. Parties. This Agreement shall each inure to the benefit of and be binding upon
the Underwriters, the Company and the Guarantors and their respective successors. Nothing expressed
or mentioned in this Agreement is intended or shall be construed to give any person, firm or
corporation, other than the Underwriters, the Company and the Guarantors and their respective
successors and the controlling persons and officers and directors referred to in Sections 6 and 7
and their heirs and legal representatives, any legal or equitable right, remedy or claim under or
in respect of this Agreement or any provision herein contained. This Agreement and all conditions
and provisions hereof are intended to be for the sole and exclusive benefit of the Underwriters,
the Company and the Guarantors and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for
the benefit of no other person, firm or corporation. No purchaser of Securities from any
Underwriter shall be deemed to be a successor by reason merely of such purchase.
26
Section 15. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLES OF CONFLICTS OF LAWS THAT
WOULD APPLY THE LAWS OF ANY OTHER JURISDICTION.
Section 16. TIME. TIME SHALL BE OF THE ESSENCE OF THIS AGREEMENT. EXCEPT AS OTHERWISE SET
FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.
Section 17. Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original, but all such counterparts shall together
constitute one and the same Agreement.
Section 18. Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction hereof.
27
If the foregoing is in accordance with your understanding of our agreement, please sign and
return to the Company a counterpart hereof, whereupon this instrument, along with all counterparts,
will become a binding agreement among the Underwriters, the Company and the Guarantors in
accordance with its terms.
| Very truly yours, VERISK ANALYTICS, INC. |
||||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||
| Title: | Executive Vice President, General Counsel and Corporate Secretary | |||
| GUARANTORS: INSURANCE SERVICES OFFICE, INC. ISO STAFF SERVICES, INC. XACTWARE SOLUTIONS, INC. ISO SERVICES, INC. ISO CLAIMS SERVICES, INC. AIR WORLDWIDE CORPORATION INTERTHINX, INC. VERISK HEALTH, INC. VERISK HEALTH SOLUTIONS, INC. |
||||
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | |||
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||
| Secretary of ISO Staff Services, Inc., Xactware Solutions, Inc. ISO Claims Services, Inc. Air Worldwide Corporation Interthinx, Inc. Executive Vice President, General Counsel and Corporate Secretary of Insurance Services Office, Inc. General Counsel and Corporate Secretary of ISO Services, Inc. Vice President, General Counsel and Secretary of Verisk Health, Inc. Senior Vice President, General Counsel and Secretary of Verisk Health Solutions, Inc. |
||||
CONFIRMED AND ACCEPTED, as of the date first above written: ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC |
|||
| By: | /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ | ||
| Title: | Vice President | ||
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED |
|||
| By: | /s/ ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Name: | ▇▇▇▇ ▇▇▇▇▇▇ | ||
| Title: | Managing Director | ||
For themselves and as Representatives of the other Underwriters named in Schedule A hereto.
SCHEDULE A
Underwriters
| Principal | ||||
| Name | Amount | |||
▇.▇. ▇▇▇▇▇▇ Securities LLC |
$ | 87,500,000 | ||
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated |
$ | 87,500,000 | ||
SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. |
$ | 25,000,000 | ||
▇▇▇▇▇ Fargo Securities, LLC |
$ | 25,000,000 | ||
RBS Securities Inc. |
$ | 17,500,000 | ||
Santander Investment Securities Inc. |
$ | 7,500,000 | ||
Total |
$ | 250,000,000 | ||
Sch A-1
SCHEDULE B
Guarantors
| Jurisdiction of | ||
| Name | Incorporation | |
Insurance Services Office, Inc.
|
Delaware | |
ISO Staff Services, Inc.
|
Delaware | |
ISO Claims Services, Inc.
|
Delaware | |
AIR Worldwide Corporation
|
Delaware | |
ISO Services, Inc.
|
Delaware | |
Xactware Solutions, Inc.
|
Delaware | |
Verisk Health, Inc.
|
Massachusetts | |
Interthinx, Inc.
|
California | |
Verisk Health Solutions, Inc.
|
Delaware |
Sch B-1
SCHEDULE C
Pricing Term Sheet
Issuer:
|
Verisk Analytics, Inc. | |||
Ticker:
|
VRSK | |||
Size:
|
$250,000,000 | |||
Maturity:
|
January 15, 2019 | |||
Coupon:
|
4.875% | |||
Price:
|
99.041% of face amount | |||
Yield to maturity:
|
5.036% | |||
Spread to Benchmark Treasury:
|
T + 350 basis points | |||
Benchmark Treasury:
|
1.375% due November 30, 2018 | |||
Benchmark Treasury Price and Yield:
|
98-30, 1.536% | |||
Interest Payment Dates:
|
January 15 and July 15, commencing July 15, 2012 | |||
Redemption Provisions: |
||||
Make-whole call
|
At any time at a discount rate of Treasury plus 50 basis points | |||
Settlement:
|
T+5; December 8, 2011 | |||
Denominations:
|
$2,000 and any integral multiple of $1,000 above that amount | |||
CUSIP:
|
92345Y AB2 | |||
Bookrunners:
|
▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated |
|||
Co-Managers:
|
SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇▇ Fargo Securities, LLC RBS Securities Inc. Santander Investment Securities Inc. |
|||
The issuer has filed a registration statement (including a prospectus) with the SEC for the
offering to which this communication relates. Before you invest, you should read the prospectus in that registration
statement and other documents the issuer has filed with the SEC for more complete information about the
issuer and this offering. You may get these documents for free by visiting ▇▇▇▇▇ on the SEC Web site at
▇▇▇.▇▇▇.▇▇▇. Alternatively, the issuer, any underwriter or any dealer participating in the
offering will arrange to send you the prospectus if you request it by contacting ▇.▇. ▇▇▇▇▇▇ Securities LLC (call collect at
▇-▇▇▇-▇▇▇-▇▇▇▇) or ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated (call ▇-▇▇▇-▇▇▇-▇▇▇▇, or e-mail
▇▇.▇▇▇▇▇▇▇▇▇▇_▇▇▇▇▇▇▇▇@▇▇▇▇.▇▇▇).
Sch C-1
SCHEDULE E
Significant Subsidiaries
1. Insurance Services Office, Inc. (Delaware)
2. Xactware Solutions, Inc. (Delaware)
3. ISO Services, Inc. (Delaware)
Sch E-1