UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 26, 2014
VERISK ANALYTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-34480 | 26-2994223 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 545 Washington Boulevard, Jersey City, NJ | 07310 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (201) 469-2000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement |
On September 26, 2014, Verisk Analytics, Inc. (the “Company”), through its wholly-owned subsidiary, Insurance Services Office, Inc. (the “Buyer”), entered into an Amendment (“Amendment No. 2”) to that certain Agreement and Plan of Merger dated January 14, 2014 (the “Merger Agreement”) among the Company, the Buyer, ISO Merger Sub I, Inc., EagleView Technology Corporation and Fortis Advisors LLC, as the stockholders’ representative, as previously amended by that certain Amendment dated May 5, 2014 (“Amendment No. 1”). Pursuant to Amendment No. 2, the date on which either party may terminate the Merger Agreement has been extended from September 30, 2014 to December 31, 2014, and the obligation of the parties to consummate the merger contemplated by the Merger Agreement has been conditioned upon the absence of a voluntary agreement between any of the parties and the Federal Trade Commission pursuant to which such party has agreed not to consummate the merger for any period of time.
We refer you to the full text of the Merger Agreement, which was annexed as Exhibit 10.1 to the Current Report on Form 8-K filed on January 14, 2014, the full text of Amendment No. 1, which was annexed as Exhibit 10.1 to the Current Report on Form 8-K filed on May 5, 2014, and the full text of Amendment No. 2, which is annexed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure |
The Company will provide further details about the progress of the regulatory clearance process for the merger on its third quarter earnings call scheduled for Wednesday, October 29, 2014.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Amendment dated September 26, 2014 to the Agreement and Plan of Merger dated January 14, 2014 among Verisk Analytics, Inc., Insurance Services Office, Inc., ISO Merger Sub I, Inc., EagleView Technology Corporation and Fortis Advisors LLC, as the stockholders’ representative | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VERISK ANALYTICS, INC. | ||||
| Date: September 29, 2014 | By: | /s/ Kenneth E. Thompson | ||
| Name: Kenneth E. Thompson | ||||
| Title: Executive Vice President, General Counsel and Corporate Secretary | ||||
Exhibit 10.1
September 26, 2014
EagleView Technology Corporation and the other
Acquired Companies
3700 Monte Villa Parkway, Suite 200
Bothell, Washington 98021
Fortis Advisors LLC
4225 Executive Square
Suite 1040
La Jolla, California 92037
Gentlemen:
Reference is hereby made to the Agreement and Plan of Merger dated as of January 14, 2014 by and among Verisk Analytics, Inc., Insurance Services Office, Inc., ISO Merger Sub I, Inc., EagleView Technology Corporation and Fortis Advisors, LLC, as the Stockholders’ Representative, as amended by letter amendment dated May 5, 2014 (as so amended, the “Merger Agreement”). Capitalized terms utilized herein and not otherwise defined shall have the meanings assigned to them in the Merger Agreement.
The parties to the Merger Agreement have agreed to further amend the terms, conditions, and provisions of the Merger Agreement as more fully set forth and described below. Therefore, the undersigned hereby agree that Merger Agreement is hereby amended as follows:
Section 6.1(d) of the Merger Agreement is hereby amended by deleting the text of Section 6.1(d) in its entirety and inserting the following in lieu thereof:
“(d) the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated, and there shall not be in effect any voluntary agreement between Parent, Buyer, Acquisition Corporation or the Company and the Federal Trade Commission pursuant to which such party has agreed not to consummate the Merger for any period of time; provided, that neither Parent, Buyer or Acquisition Corporation, on the one hand, nor the Company, on the other hand, shall enter into any such voluntary agreement without the written consent of the other party.”
Section 9.1(b) of the Merger Agreement is hereby amended by deleting the text of Section 9.1(b) in its entirety and inserting the following in lieu thereof:
“(b) by Buyer or the Company if the Merger shall not have been consummated by 11:59 p.m., Eastern Time, on December 31, 2014 (the “End Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.1(b) shall not be available to a party whose failure to perform any material obligation required to be performed by such party in breach of this Agreement has been a cause of, or results in, the failure of the Merger to be consummated by the End Date;”
Section 12.8 of the Merger Agreement is hereby amended by deleting the last sentence of Section 12.8 in its entirety and inserting the following in lieu thereof:
“This Agreement may not be amended except by a written agreement executed by Buyer, the Company and Stockholders’ Representative.”
This letter amendment may be executed in any number of counterparts, each of which, when taken together, shall be deemed one and the same instrument.
Kindly indicate your agreement to the foregoing by executing the enclosed counterpart of this letter in the space below provided for that purpose and returning it to the undersigned, whereupon the terms hereof shall be binding upon the parties hereto.
| Very truly yours, | ||
| INSURANCE SERVICES OFFICE, INC. | ||
| By | /s/ Scott G. Stephenson | |
| Name: Scott G. Stephenson | ||
| Title: President and Chief Executive Officer | ||
| AGREED: | ||
| EAGLEVIEW TECHNOLOGY CORPORATION | ||
| By | /s/ Christopher Barrow | |
| Name: Christopher Barrow | ||
| Title: Chief Executive Officer | ||
| EAGLE VIEW TECHNOLOGIES, INC. | ||
| By | /s/ Christopher Barrow | |
| Name: Christopher Barrow | ||
| Title: President | ||
| PICTOMETRY INTERNATIONAL CORP. | ||
| By | /s/ Christopher Barrow | |
| Name: Christopher Barrow | ||
| Title: President | ||
| PICTOMETRY CANADA CORP. | ||
| By | /s/ Richard Jacobs | |
| Name: Richard Jacobs | ||
| Title: President | ||
| PICTOMETRY INTERNATIONAL (EMEA) LIMITED | ||
| By | /s/ Linda Salpini | |
| Name: Linda Salpini | ||
| Title: Secretary | ||
| FORTIS ADVISORS, LLC acting solely in its capacity as Stockholders’ Representative | ||
| By | /s/ Ryan Simkin | |
| Name: Ryan Simkin | ||
| Title: Managing Director | ||
| cc: | DLA Piper LLP (US) |
701 Fifth Avenue, Suite 7000
Seattle, Washington 98104
Attention: Michael Hutchings, Esq.
McCarter & English, LLP
Four Gateway Center
100 Mulberry Street
Newark, New Jersey 07102
Attention: Lisa Heeb, Esq.