Debt

12 Months Ended

Dec. 31, 2012

Debt

13.    Debt:

The following table presents short-term and long-term debt by issuance as of December 31:

	Issuance Date		Maturity Date		2012		2011
Short-term debt and current portion of long-term debt:
Syndicated revolving credit facility		Various		Various	$	10,000	$	—
Aviva Investors senior notes:
6.46% Series A senior notes		4/27/2009		4/27/2013		30,000		—
New York Life senior notes:
5.87% Series A senior notes		10/26/2007		10/26/2013		17,500		—
Principal senior notes:
6.16% Series B senior notes		8/8/2006		8/8/2013		25,000		—
Prudential senior notes:
6.13% Series G senior notes		8/8/2006		8/8/2013		75,000		—
5.84% Series H senior notes		10/26/2007		10/26/2013		17,500		—
6.28% Series I senior notes		4/29/2008		4/29/2013		15,000		—
Capital lease obligations and other		Various		Various		5,263		5,554
Short-term debt and current portion of long-term debt						195,263		5,554
Long-term debt:
5.80% senior notes, less unamortized discount of $862 and $967 as of December 31, 2012 and 2011, respectively		4/6/2011		5/1/2021		449,138		449,033
4.875% senior notes, less unamortized discount of $2,037 and $2,376 as of December 31, 2012 and 2011, respectively		12/8/2011		1/15/2019		247,963		247,624
4.125% senior notes, less unamortized discount of $2,692 and $0 as of December 31, 2012 and 2011, respectively		9/12/2012		9/12/2022		347,308		—
Aviva Investors North America:
6.46% Series A senior notes		4/27/2009		4/27/2013		—		30,000
New York Life senior notes:
5.87% Series A senior notes		10/26/2007		10/26/2013		—		17,500
5.87% Series A senior notes		10/26/2007		10/26/2015		17,500		17,500
6.35% Series B senior notes		4/29/2008		4/29/2015		50,000		50,000
Principal senior notes:
6.16% Series B senior notes		8/8/2006		8/8/2013		—		25,000
Prudential senior notes:
6.13% Series G senior notes		8/8/2006		8/8/2013		—		75,000
5.84% Series H senior notes		10/26/2007		10/26/2013		—		17,500
5.84% Series H senior notes		10/26/2007		10/26/2015		17,500		17,500
6.28% Series I senior notes		4/29/2008		4/29/2013		—		15,000
6.28% Series I senior notes		4/29/2008		4/29/2015		85,000		85,000
6.85% Series J senior notes		6/15/2009		6/15/2016		50,000		50,000
Capital lease obligations and other		Various		Various		1,753		3,675
Long-term debt						1,266,162		1,100,332
Total debt					$	1,461,425	$	1,105,886

Accrued interest associated with the Company’s outstanding debt obligations was $17,811 and $8,617 as of December 31, 2012 and 2011, respectively, and included in “Accounts payable and accrued liabilities” within the accompanying consolidated balance sheets. Interest expense associated with the Company’s outstanding debt obligations was $69,892, $51,915 and $33,045 for the years ended December 31, 2012, 2011 and 2010, respectively.

Senior Notes

On September 12, 2012, the Company completed an issuance of senior notes in the aggregate principal amount of $350,000. These senior notes are due on September 12, 2022 and accrue interest at a rate of 4.125% per annum. The Company received net proceeds of $344,950 after deducting original issue discount and underwriting discounts and commissions of $5,050. Interest is payable semi-annually on March 12 and September 12 of each year, beginning on March 12, 2013. Interest accrues from September 12, 2012.

On December 8, 2011, the Company completed an issuance of senior notes in the aggregate principal amount of $250,000. These senior notes are due on January 15, 2019 and accrue interest at a rate of 4.875% per annum. The Company received net proceeds of $246,040 after deducting original issue discount and underwriting discounts and commissions of $3,960. Interest is payable semi-annually on January 15th and July 15th of each year, beginning on July 15, 2012. Interest accrues from December 8, 2011.

On April 6, 2011, the Company completed an issuance of senior notes in the aggregate principal amount of $450,000. These senior notes are due on May 1, 2021 and accrue interest at a rate of 5.80% per annum. The Company received net proceeds of $446,031 after deducting original issue discount and underwriting discounts and commissions of $3,969. Interest is payable semi-annually on May 1st and November 1st of each year, beginning on November 1, 2011. Interest accrues from April 6, 2011.

These senior notes are fully and unconditionally guaranteed, jointly and severally, on an unsecured and unsubordinated basis by ISO, our principal operating subsidiary, Verisk and certain subsidiaries that guarantee our syndicated revolving credit facility or any amendment, refinancing or replacement thereof (See Note 20. Condensed Consolidated Financial Information for Guarantor Subsidiaries and Non-Guarantor Subsidiaries for further information). The debt issuance costs are amortized from the date of issuance to the maturity date. The senior notes rank equally with all of the Company’s existing and future senior unsecured and unsubordinated indebtedness. However, the senior notes are subordinated to the indebtedness of any of the subsidiaries that do not guarantee the senior notes and are effectively subordinated to any future secured indebtedness to the extent of the value of the assets securing such indebtedness. The guarantees of the senior notes rank equally and ratably in right of payment with all other existing and future unsecured and unsubordinated indebtedness of the guarantors, and senior in right of payment to all future subordinated indebtedness of the guarantors. Because the guarantees of the senior notes are not secured, such guarantees are effectively subordinated to any existing and future secured indebtedness of the applicable guarantor to the extent of the value of the collateral securing that indebtedness. Upon a change of control event, the holders of the senior notes have the right to require the Company to repurchase all or any part of such holder’s senior notes at a purchase price in cash equal to 101% of the principal amount of the senior notes plus accrued and unpaid interest, if any, to the date of repurchase. The indenture governing the senior notes restricts the Company’s ability and its subsidiaries’ ability to, among other things, create certain liens, enter into sale/leaseback transactions and consolidate with, sell, lease, convey or otherwise transfer all or substantially all of our assets, or merge with or into, any other person or entity.

Prudential Master Shelf Agreement

The Company has a $450,000 uncommitted master shelf agreement with Prudential Capital Group that expires on August 30, 2013. Prudential Shelf Notes may be issued and sold until the earliest of (i) August 30, 2013; (ii) the thirtieth day after receiving written notice to terminate; or (iii) the last closing day after which there is no remaining facility available. Interest is payable at a fixed rate or variable floating rate on a quarterly basis. Fixed rate Prudential Shelf Notes are subject to final maturities not to exceed ten years and, in the case of floating rate Prudential Shelf Notes, not to exceed five years. The net proceeds from Prudential Shelf Notes were utilized to repurchase Class B common stock, to repay certain maturing notes and revolver draw downs and to fund acquisitions.

As of December 31, 2012 and 2011, $260,000 was outstanding under this agreement. Prudential Shelf Notes contain covenants that, among other things, require the Company to maintain certain leverage and interest coverage ratios. As of December 31, 2012, the Company had $190,000 of available borrowing capacity under this facility.

Principal Master Shelf Agreement

The Company had an uncommitted master shelf agreement with Principal Global Investors, LLC that expired on July 10, 2009. The Company did not extend this agreement. As of December 31, 2012 and 2011, $25,000 was outstanding under this agreement. Interest is payable on a quarterly basis. Principal Shelf Notes contain covenants that, among other things, require the Company to maintain certain leverage and interest coverage ratios.

New York Life Master Shelf Agreement

The Company has a $115,000 uncommitted master shelf agreement with New York Life that expires on March 16, 2013. New York Life Shelf Notes may be issued and sold until the earliest of (i) March 16, 2013; (ii) the thirtieth day after receiving written notice to terminate; or (iii) the last closing day after which there is no remaining facility available. Interest is payable at a fixed rate or variable floating rate on a quarterly basis. Fixed rate New York Life Shelf Notes are subject to final maturities not to exceed ten years and, in the case of floating rate New York Life Shelf Notes, not to exceed five years. New York Life Shelf Notes are uncommitted with fees in the amount equal to 0.125% of the aggregate principal amount for subsequent issuances. The net proceeds from New York Life Shelf Notes issued were utilized to fund acquisitions.

As of December 31, 2012 and 2011, $85,000 was outstanding under this agreement. New York Life Shelf Notes contain covenants that, among other things, require the Company to maintain certain leverage and interest coverage ratios. As of December 31, 2012, the Company had $30,000 of available borrowing capacity under this facility.

Aviva Master Shelf Agreement

The Company had an uncommitted master shelf agreement with Aviva Investors North America, Inc (“Aviva”) that expired on December 10, 2011. The Company did not extend this agreement. As of December 31, 2012 and 2011, $30,000 was outstanding under this agreement. Interest is payable quarterly at a fixed rate of 6.46%. The net proceeds from Aviva Shelf Notes issued were utilized to fund acquisitions. Aviva Shelf Notes contains certain covenants that, among other things, require the Company to maintain certain leverage and interest coverage ratios.

Syndicated Revolving Credit Facility

The Company has a committed senior unsecured Syndicated Revolving Credit Facility (the “Credit Facility”) with Bank of America N.A., JPMorgan Chase Bank N.A., Wells Fargo Bank N.A., SunTrust Bank, RBS Citizens N.A., Morgan Stanley Bank N.A., TD Bank N.A., Sovereign Bank N.A., and The Northern Trust Company. On September 28, 2012, the Company amended its Credit Facility to increase the borrowing capacity from $725,000 to $850,000, extend the maturity date from October 24, 2016 to October 24, 2017 and increase the maximum Consolidated Funded Debt Leverage Ratio from 3.25-to-1.0 to 3.50-to-1.0. The Company amortizes all one-time fees and third party costs associated with the execution and amendment of this Credit Facility though the maturity date. Interest is payable at maturity at a rate of LIBOR plus 1.250% to 1.875%, depending upon the result of certain ratios defined in the credit agreement. The Credit Facility contains certain customary financial and other covenants that, among other things, require the Company to maintain certain leverage and interest coverage ratios. Verisk and ISO are co-borrowers under the credit facility.

As of December 31, 2012, the Company has an available borrowing capacity of $840,000 under the Credit Facility. Borrowings may be used for general corporate purposes, including working capital and capital expenditures, acquisitions and share repurchase programs. As of December 31, 2012 and 2011, the Company had $10,000 and $0, respectively, outstanding under the Credit Facility. The interest on the outstanding borrowings as of December 31, 2012 is payable at a weighted average interest rate of 1.71%.

Debt Maturities

The following table reflects the Company’s debt maturities:

Year	Amount
2013	$	195,263
2014	$	1,189
2015	$	170,415
2016	$	50,147
2017	$	2
2018 and thereafter	$	1,044,409
	$	1,461,425