Verisk
Analytics, Inc. and/or its selling stockholders, as applicable, may offer from time to time common stock, preferred stock, debt securities, rights to purchase common stock, warrants to purchase debt securities and units consisting of any of the
foregoing securities. Selling stockholders of Verisk Analytics, Inc. may offer from time to time common stock.
This prospectus will allow
us to issue securities over time. Each of the securities registered hereby will be issued on terms to be determined at the time of the offering of such securities.
We will provide a prospectus supplement each time we and/or any selling stockholders sell securities, which will inform you about the specific
terms of that offering and may also supplement, update or amend information contained in this document. You should read this prospectus and the applicable prospectus supplement carefully before you invest.
Our common stock is listed for trading on the NASDAQ Global Select Market under the symbol VRSK. We have not yet determined
whether any of the other securities that may be offered by this prospectus will be listed on any exchange, inter-dealer quotation system or over-the-counter market. If
we decide to seek the listing of any such securities upon issuance, the prospectus supplement relating to those securities will disclose the exchange, quotation system or market on which the securities will be listed.
We have not authorized anyone to provide any information other than that contained or
incorporated by reference in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any other
information that others may give you. We are not making an offer of these securities in any state where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus is accurate
as of any date other than the date on the front of this prospectus. The terms we, us, and our refer to Verisk Analytics, Inc. and its consolidated subsidiaries. We use the term Verisk to refer
specifically to Verisk Analytics, Inc. as the public reporting company.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 2,000,000,000 shares of common stock, par value $0.001 per
share, and 80,000,000 shares of preferred stock, par value $0.001 per share.
The following descriptions are summaries of the material
terms of our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. Please refer to the more detailed provisions of the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, copies of which
are incorporated by reference as exhibits to our registration statement, and applicable law.
Common Stock
Voting Rights
Holders of our common stock have the sole right and power to vote on all matters on which a vote of stockholders is to be taken, except as
provided by statute or resolution of our board of directors in connection with the issuance of preferred stock in accordance with our Amended and Restated Certificate of Incorporation.
The amendment of certain of the provisions in our amended and restated certificate of incorporation requires the affirmative vote of at least two-thirds of the votes cast thereon by the outstanding shares of the common stock. These provisions include certain of the limitations described below under Dividend Rights,
Liquidation Rights, Beneficial Ownership Limitations and Anti-Takeover Effects of Delaware Law Staggered Boards.
Dividend Rights
Holders of our common stock are entitled to share equally (on a per share basis) in any dividend declared by our board of directors, subject to
any preferential or other rights of any outstanding preferred stock.
Liquidation Rights
Upon liquidation, dissolution or winding up, holders of our common stock are entitled to receive ratably the assets available for distribution
to the stockholders after payment of liabilities and payment of preferential and other amounts, if any, payable on any outstanding preferred stock.
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Beneficial Ownership Limitations
Our amended and restated certificate of incorporation prohibits any insurance company from beneficially owning more than ten percent of the
aggregate outstanding shares of our common stock. If any transfer is purportedly effected which, if effected, would result in a violation of this limitation, the intended transferee will acquire no rights in respect of the shares in excess of this
limitation, and the purported transfer of such number of excess shares will be null and void. In this context an insurance company means any insurance company whose primary activity is the writing of insurance or the reinsuring of risks underwritten
by insurance companies or any other entity controlling, controlled by or under common ownership, management or control with such insurer or reinsurer.
Preferred Stock
The board of directors has the authority to issue the preferred stock in one or more series and to fix the rights, preferences, privileges and
restrictions thereof, including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series,
without further vote or action by the stockholders.
The issuance of preferred stock may have the effect of delaying, deferring or
preventing a change in control of the Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock. At present, we have no plans to issue any of the preferred stock.
Anti-Takeover Effects of Delaware Law
We
are subject to the business combination provisions of Section 203 of the Delaware General Corporation Law. In general, such provisions prohibit a publicly held Delaware corporation from engaging in various business
combination transactions with any interested stockholder for a period of three years after the date of the transaction in which the person became an interested stockholder, unless
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the transaction is approved by the board of directors prior to the date the interested stockholder obtained such
status;
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upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the
stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or
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on or subsequent to such date the business combination is approved by the board of directors and authorized at an
annual or special meeting of stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
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A business combination is defined to include mergers, asset sales and other transactions resulting in financial benefit to a
stockholder. In general, an interested stockholder is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of a corporations voting stock.
The statute could prohibit or delay mergers or other takeover or change in control attempts with respect to the Company and, accordingly, may
discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.
Advance Notice of Proposals and Nominations
Our bylaws establish advance notice procedures with regard to stockholders proposals relating to the nomination of candidates for
election as directors or other business to be brought before meetings of its stockholders. These procedures provide that notice of such stockholders proposals must be timely given in writing to our secretary prior to the meeting at which the
action is to be taken. Generally, to be timely, notice
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must be received at our principal executive offices not less than 60 days nor more than 90 days prior to the first anniversary date of the annual meeting for the preceding year. Shareholders
utilizing proxy access must meet separate deadlines. The notice must contain certain information specified in the bylaws.
Limits on Written Consents
Our amended and restated certificate of incorporation prohibits stockholder action by written consent.
Proxy Access
Our
bylaws contain proxy access provisions which give an eligible shareholder (or group of up to 20 shareholders aggregating their shares) owning at least 3% of the Companys issued and outstanding common stock continuously for at least
three years the right to nominate and include in the Companys annual meeting proxy materials director nominees constituting up to the greater of two directors or 20% of the board of directors, provided that the shareholders and nominees
satisfy the requirements and such other limitations specified in the bylaws.
Limits on Special Meetings
Our amended and restated certificate of incorporation and bylaws provide that special meetings of the stockholders may be called by our board
of directors, the chairman of the board, the Chief Executive Officer, the President or our Secretary.
Staggered Boards
Our board of directors is divided into three classes serving staggered terms. The number of directors is fixed by our board of directors,
subject to the terms of our Amended and Restated Certificate of Incorporation.
Our board of directors currently consists of twelve
directors, and each director is elected for a three-year term by the holders of a majority of the votes cast by the holders of shares of common stock present in person or represented by proxy at the meeting and entitled to vote on the election of
the directors, provided that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the votes cast by the holders of shares of common stock present in person or
represented by proxy at the meeting and entitled to vote on the election of the directors. Vacancies on our board of directors will be filled by a majority of the remaining directors.
Listing
Our common stock is listed on
the NASDAQ Global Select Market under the symbol VRSK.
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES OF DEBT SECURITIES
The following description of the terms of the debt securities provides certain general terms and provisions of the debt securities to which
any prospectus supplement may relate. We will describe in any prospectus supplement the particular terms of the debt securities offered and the extent, if any, to which the general provisions apply to the debt securities.
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Verisk Analytics, Inc. (Verisk or the Issuer) may issue senior debt
securities under an indenture (the Senior Notes Indenture) dated March 6, 2019, between Verisk, as issuer, and Wells Fargo Bank, National Association, as trustee (as trustee under the Senior Notes Indenture and the Subordinated
Notes Indenture (as defined below), the Trustee). In addition, Verisk may issue subordinated debt securities under an indenture to be entered into between Verisk, as issuer, and Wells Fargo Bank, National Association, as trustee (the
Subordinated Notes Indenture and together with the Senior Notes Indenture, the Indentures and each an Indenture).
The Senior Notes Indenture and form of the Subordinated Notes Indenture are incorporated by reference as exhibits to the registration
statement to which this prospectus relates. The following summary of the Indentures does not purport to be complete and is subject to, and qualified in its entirety by reference to, the Indentures. Numerical references in parentheses below are to
sections in the relevant Indenture.
General
The following description describes debt securities we may issue from time to time under this prospectus. Modifications to these terms and/or
additional terms will be provided in the applicable prospectus supplement. The debt securities will be unsecured general obligations of the Issuer and will constitute either senior or subordinated debt of the Issuer. Each Indenture provides that
debt securities may be issued from time to time in one or more series. The Issuer may authorize the issuance and provide for the terms of a series of debt securities pursuant to a supplemental indenture or pursuant to a resolution of its Board of
Directors, any duly authorized committee of the Board of Directors or any committee of officers or other representatives of the Issuer duly authorized by the Board of Directors for this purpose. The Indentures do not limit or otherwise restrict the
amount of indebtedness which may be issued in accordance with their terms or that may otherwise be issued by the Issuer or any of its subsidiaries.
You should refer to the prospectus supplement relating to a particular series of debt securities for the terms of those debt securities,
including, where applicable:
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the designation of the series of debt securities;
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the classification of the debt securities as senior or subordinated debt securities;
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the ranking of the specific series of debt securities relative to other outstanding indebtedness, including
subsidiaries debt;
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if the debt securities are subordinated, the aggregate amount of outstanding indebtedness, as of a recent date,
that is senior to the subordinated securities, and any limitation on the issuance of additional senior indebtedness;
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any limit upon the aggregate principal amount of the series of debt securities that may be authenticated and
delivered under the Indenture and any limitation on the Issuers ability to increase such aggregate principal amount after the initial issuance of the series of debt securities;
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the issue price of the debt securities;
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the date or dates on which the principal of the series of debt securities is payable (which date or dates may be
fixed or extendible);
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the interest rate or rates (which may be fixed or floating), if any, the method by which the rate or rates will
be determined and the interest payment and regular record dates;
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the place or places where the principal of and any interest on the series of debt securities shall be payable;
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the Issuers right, if any, to redeem debt securities of the series, in whole or in part, at the
Issuers option and the period or periods within which, the price or prices at which and any terms and conditions upon which debt securities of the series may be so redeemed, pursuant to any sinking fund or otherwise;
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the Issuers obligation, if any, to redeem, purchase or repay debt securities of the series pursuant to any
mandatory redemption, sinking fund or analogous provisions or at the option of a holder thereof and the price or prices at which and the period or periods within which and any of the terms and conditions upon which debt securities of the series
shall be redeemed, purchased or repaid, in whole or in part, pursuant to such obligation;
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if other than denominations of $2,000 and any integral multiple of $1,000 in excess thereof, the denominations in
which debt securities of the series shall be issuable;
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if other than the principal amount thereof, the portion of the principal amount of debt securities of the series
which shall be payable upon declaration of acceleration of the maturity thereof;
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if other than the currency of the United States of America, the currency or currencies, including composite
currencies, in which payment of the principal of and interest on the debt securities of the series shall be payable;
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whether the debt securities of the series will be issued in registered or bearer form (with or without coupons),
or any combination of the foregoing;
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whether the debt securities of the series may be exchangeable for and/or convertible into common stock or any
other security;
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whether and under what circumstances the Issuer will pay additional amounts on the debt securities of the series
held by a person who is not a U.S. person in respect of any taxes;
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if the debt securities of the series are to be issuable in definitive form (whether upon original issue or upon
exchange of a temporary debt security of such series);
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any trustees, depositaries, authenticating or paying agents, transfer agents or the registrar or any other agents
with respect to the debt securities of the series;
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provisions, if any, for the defeasance of the debt securities of the series (including provisions permitting
defeasance of less than all debt securities of the series);
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if the debt securities of the series are issuable in whole or in part in global form, the identity of the
depositary or common depositary for such debt securities in global form;
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any other Events of Default or covenants with respect to the debt securities of the series; and
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any other terms of the debt securities of the series (which terms shall not be inconsistent with the provisions
of the Indenture).
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If the Issuer issues Original Issue Discount Securities, we will also describe in the applicable
prospectus supplement the U.S. federal income tax consequences and other special considerations applicable to those securities.
Senior Debt
Verisk may issue under the Senior Notes Indenture additional debt securities that will constitute part of the senior debt of Verisk. These
senior debt securities will rank equally and pari passu with all other unsecured and unsubordinated debt of Verisk.
Subordinated Debt
Verisk may issue under the Subordinated Debt Indenture the debt securities that will constitute part of the subordinated debt of Verisk. These
subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner set forth in the Subordinated Debt Indenture, to all senior indebtedness of Verisk. The Subordinated Debt Indenture defines senior
indebtedness to include principal of and interest on
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all of our debt but does not include nonrecourse obligations, the subordinated debt securities, any other obligations specifically designated as being subordinate in right of payment to senior
indebtedness or any of our redeemable stock.
In general, the holders of all senior indebtedness are first entitled to receive payment of
the full amount unpaid on senior indebtedness before the holders of any of the subordinated debt securities are entitled to receive a payment on account of the principal or interest on the indebtedness evidenced by the subordinated debt securities
in certain events. These events include:
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any liquidation, dissolution, winding up, receivership, reorganization, assignment for the benefit of creditors,
marshalling of assets and liabilities or any bankruptcy, insolvency or similar proceedings of ours; or
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a default having occurred for any payment with respect to any senior indebtedness, and such an event of default
shall not have been cured or waived or shall not have ceased to exist.
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If this prospectus is being delivered in
connection with a series of subordinated debt securities, the accompanying prospectus supplement or the information incorporated in this prospectus by reference will set forth the approximate amount of senior indebtedness outstanding as of the end
of the most recent fiscal quarter.
No Guarantees
None of Verisks subsidiaries will guarantee the senior notes or the subordinated notes.
Consolidation, Merger or Sale of Assets
Unless otherwise provided in a prospectus supplement, the Issuer may not consolidate with, merge with or into, or sell, convey, transfer, lease
or otherwise dispose of all or substantially all of its property and assets (in one transaction or a series of related transactions), unless:
(a) (i) the Issuer shall be the continuing Person or (ii) the Person (if other than the Issuer), formed by such
consolidation or into which the Issuer is merged or to which the Issuers properties and assets shall be sold, conveyed, transferred or leased shall be a Person organized and validly existing under the laws of the United States of America or
any jurisdiction thereof and shall expressly assume, by a supplemental indenture, executed and delivered to the Trustee, all of the Issuers obligations on all of the debt securities under the Indenture;
(b) immediately after giving effect to the transaction referred to in clause (a), no Default shall have occurred and be
continuing; and
(c) the Issuer shall have delivered to the Trustee (A) an opinion of counsel stating that such
consolidation, merger or sale, conveyance, transfer or lease and such supplemental indenture (if any) complies with the relevant provision and that all conditions precedent provided for in the Indenture relating to such transaction have been
complied with and that such supplemental indenture (if any) constitutes the legal, valid and binding obligation of the Issuer and any such successor enforceable against such entity in accordance with its terms, subject to customary exceptions and
(B) an officers certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing.
Upon any consolidation or merger, or any sale, conveyance, transfer, lease or other disposition of all or substantially all of the
Issuers property and assets in accordance with the foregoing, the successor Person formed by such consolidation or into which the Issuer is merged or to which such sale, conveyance, transfer, lease or other disposition is made shall succeed
to, and be substituted for, and may exercise every right and power of, the Issuers under the Indenture with the same effect as if such successor Person had been named in the Issuers place in the Indenture and thereafter the predecessor
Person, except in the case of a lease, shall be relieved of all obligations and covenants under the Indenture and the debt securities.
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Events of Default
Unless otherwise provided in a prospectus supplement, each of the following is an Event of Default under the Indentures, together
with any other Event of Default established with respect to the debt securities of any series as provided in the applicable prospectus supplement:
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the Issuer defaults in the payment of the principal of any debt security of such series when due and payable at
maturity, upon acceleration, redemption or mandatory repurchase, including as a sinking fund installment, or otherwise;
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the Issuer defaults in the payment of interest on any debt security of such series when the same becomes due and
payable, and such default continues for a period of 30 days;
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the Issuer defaults in the performance of or breaches any other covenant or agreement of the Issuer in the
Indenture with respect to any debt security of any series and such default or breach continues for a period of 90 days after written notice is given to the Issuer by the Trustee or to the Issuer and the Trustee by the holders of 25% or more in
aggregate principal amount of the debt securities of each series affected thereby (acting as a separate class) specifying such default or breach and requiring it to be remedied and stating that such notice is a Notice of Default as
defined in the Indenture; and
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the occurrence of various events of bankruptcy, insolvency or reorganization involving the Issuer as provided in
the applicable Indenture.
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No Event of Default with respect to a single series of debt securities issued under the
applicable Indenture specific to such series shall constitute an Event of Default with respect to any other series of securities unless otherwise provided in the applicable Indenture or any supplemental indenture, officers certificate or board
resolution with respect to any other series of debt securities.
If an Event of Default other than as described in the fourth bullet above
with respect to the debt securities of any series then outstanding occurs and is continuing, then, and in each and every such case, except for any series of debt securities the principal of which shall have already become due and payable, either the
Trustee or the holders of not less than 25% in aggregate principal amount of the debt securities of any such series then outstanding under the applicable Indenture by notice in writing to the Issuer (and to the Trustee if given by holders), may
declare the entire principal (or, if the debt securities of any such series are Original Issue Discount Securities, such portion of the principal amount as may be specified in the terms of such series established pursuant to the Indenture) of all
debt securities of such series, and the interest accrued thereon, if any, to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable.
If an Event of Default described in the fourth bullet above occurs and is continuing, then the principal amount (or, if any debt securities
are Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof established pursuant to the Indenture) of all the debt securities then outstanding and interest accrued thereon, if any, shall be and
become immediately due and payable, without any notice or other action by any holder or the Trustee, to the full extent permitted by applicable law.
The foregoing two paragraphs, however, are subject to the condition that if, at any time after the principal (or, if the debt securities are
Original Issue Discount Securities, such portion of the principal as may be specified in the terms thereof established pursuant to the Indenture) of the debt securities of any series (or of all the debt securities, as the case may be) shall have
been so declared or become due and payable, and before any judgment or decree for the payment of the moneys due shall have been obtained or entered as hereinafter provided, the Issuer shall pay or shall deposit with the Trustee a sum sufficient to
pay all matured installments of interest upon all the debt securities of each such series (or of all the debt securities, as the case may be) and the principal of any and all debt securities of each such series (or of all the debt securities, as the
case may be) which shall have become due otherwise than by acceleration (with interest upon such principal and, to the extent that payment of such interest is enforceable under applicable law, on overdue installments of interest, at the same rate as
the rate
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of interest or Yield to Maturity (in the case of Original Issue Discount Securities) specified in the debt securities of each such series to the date of such payment or deposit) and such amount
as shall be sufficient to cover all amounts owing the Trustee under the Indenture, and if any and all Events of Default under the Indenture, other than the non-payment of the principal of debt securities which
shall have become due by acceleration, shall have been cured, waived or otherwise remedied as provided herein, then and in every such case the holders of a majority in aggregate principal amount of all the then outstanding debt securities of all
such series that have been accelerated (voting as a single class), by written notice to the Issuer and to the Trustee, may waive all defaults with respect to all such series (or with respect to all the debt securities, as the case may be) and
rescind and annul such declaration and its consequences, but no such waiver or rescission and annulment shall extend to or shall affect any subsequent default or shall impair any right consequent thereon.
No holder of any debt security of any series may institute any proceeding, judicial or otherwise, with respect to the Indenture or the debt
securities of any series, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such holder has previously given to the Trustee written notice of a continuing Event of Default with respect to the debt
securities of such series; (b) the holders of at least 25% in aggregate principal amount of outstanding debt securities of such series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default
in its own name as Trustee; (c) such holder or holders have offered to the Trustee indemnity satisfactory to it against any costs, liabilities or expenses to be incurred in compliance with such request; (d) the Trustee for 60 days after
its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (e) during such 60-day period, the holders of a majority in aggregate principal amount of the
outstanding debt securities of such series have not given the Trustee a direction that is inconsistent with such written request. In addition, a holder may not use the Indenture to prejudice the rights of another holder or to obtain a preference or
priority over such other holder. However, these limitations do not apply to impair or affect the right of any holder of a debt security to receive payment of principal of or interest, if any, on such holders debt security on or after the
respective due dates expressed on such debt security, or to bring suit for the enforcement of any such payment on or after such respective dates.
If an Event of Default has occurred and is continuing, the Trustee shall be under no obligation to exercise any of the rights or powers vested
in it by the Indenture at the request, order or direction of any of the holders, unless such holders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it
in compliance with such request or direction.
Subject to the right of the Trustee to receive indemnity satisfactory to it, the holders of
at least a majority in aggregate principal amount of the outstanding debt securities of any series affected may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the debt securities of such series by the Indenture.
The Trustee will, within 90 days after any
default occurs, be required to give notice of the default to the holders of the debt securities of that series, unless the default was already cured or waived. Unless there is a default in paying principal or interest when due, the Trustee can
withhold giving notice to the holders if it determines in good faith that the withholding of notice is in the interest of the holders.
The Issuer is required to furnish to the Trustee an annual statement as to compliance with all conditions and covenants under the Indentures
within 120 days after the end of each fiscal year.
Modification and Waiver
The Issuer and the Trustee may amend or supplement an Indenture or the debt securities of any series without notice to or the consent of any
holder in order to:
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cure any ambiguity, defect or inconsistency in the Indenture; provided that such amendments or supplements shall
not materially and adversely affect the interests of the holders;
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comply with the provisions set forth above under the caption Consolidation, Merger or Sale of
Assets;
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comply with any requirements of the Commission in connection with the qualification of the Indenture under the
Trust Indenture Act;
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evidence and provide for the acceptance of appointment under the Indenture with respect to the debt securities of
any or all series by a successor Trustee and to add to or change any of the provisions of the Indenture as shall be necessary to provide for or facilitate the administration of the trusts under the Indenture by more than one Trustee, pursuant to the
requirements of the Indenture;
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establish the form or forms or terms of debt securities of any series or of the coupons appertaining to such debt
securities as permitted by Indenture;
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provide for uncertificated or unregistered debt securities and to make all appropriate changes for such purpose;
or
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make any change that does not materially and adversely affect the rights of any holder.
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Subject to the terms of the applicable Indenture, without prior notice to any holders, the Issuer and the Trustee may amend the Indenture and
the debt securities of any series with the written consent of the holders of a majority in principal amount of the outstanding debt securities of each series affected by such amendment, and the holders of a majority in principal amount of the
outstanding debt securities of each series affected thereby by written notice to the Trustee may waive future compliance by the Issuer with any provision of the Indenture or the debt securities of such series. However, without the consent of each
holder affected thereby, an amendment or waiver may not:
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change the stated maturity of the principal of, or any sinking fund obligation or any installment of interest on,
such holders debt security or the times at which it may be redeemed or repurchased;
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reduce the principal amount thereof or the rate of interest thereon (including any amount in respect of original
issue discount);
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change the coin or currency in which any debt security or any premium or interest thereon is payable;
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impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or,
in the case of redemption, on or after the redemption date);
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make any changes that would affect the ranking for the debt securities in a manner adverse to the holders
thereof;
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reduce the percentage of outstanding debt securities the consent of whose holders is necessary to modify or amend
the Indenture with respect to the debt securities of the relevant series;
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reduce the percentage in principal amount of outstanding debt securities of the relevant series the consent of
whose holders is required for any supplemental indenture or for any waiver of compliance with certain provisions of the Indenture or certain Defaults and their consequences provided for in the Indenture; or
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make any changes to this paragraph.
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Denominations, Exchange, Registration and Transfer
Unless otherwise specified in the applicable prospectus supplement, the debt securities of any series will be issued as registered securities,
in global or certificated form and in denominations of $2,000 and any integral multiple of $1,000 in excess thereof, and will be payable only in U.S. dollars. For more information regarding debt securities issued in global form, see Forms of
Securities below. Any debt securities the Issuer issues in bearer form will have coupons attached.
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Registered debt securities of any series will be exchangeable for other registered debt
securities of the same series in the same aggregate principal amount and having the same stated maturity date and other terms and conditions. If so provided in the applicable prospectus supplement, to the extent permitted by law, debt securities of
any series issued in bearer form which by their terms are registrable as to principal and interest may be exchanged, at the option of the holders, for registered debt securities of the same series in the same aggregate principal amount and having
the same stated maturity date and other terms and conditions, upon surrender of those securities at the corporate trust office of the trustee or at any other office or agency designated by the Issuer for the purpose of making any such exchanges.
Except in certain limited circumstances, debt securities issued in bearer form with coupons surrendered for exchange must be surrendered with all unmatured coupons and any matured coupons in default attached thereto.
Upon surrender for registration of transfer of any registered debt security of any series at the office or agency maintained for that purpose
and upon payment of any tax or other governmental charges that may be required in connection with any exchange or registration of transfer of such debt security, the Issuer will execute, and the Trustee will authenticate and deliver, in the name of
the designated transferee, one or more new registered debt securities of the same series in the same aggregate principal amount of authorized denominations and having the same stated maturity date and other terms and conditions. The Issuer may not
impose any service charge, other than any required tax or other governmental charge, on the transfer or exchange of debt securities.
The
Issuer is not required (i) to issue, authenticate, register the transfer of or exchange debt securities of any series during a period of 15 days before the mailing of a notice of redemption of such debt securities for redemption or (ii) to
register the transfer of or exchange any debt security so selected for redemption in whole or in part.
Satisfaction and Discharge; Defeasance
Satisfaction and Discharge
The Issuer may terminate its obligations under the Indenture with respect to any series of debt securities when:
(a) the Issuer has paid or caused to be paid the principal of and interest on all the debt securities of any series outstanding
under the Indenture (other than debt securities of such series which have been destroyed, lost or stolen and which have been replaced or paid as provided in the Indenture) as and when the same shall have become due and payable;
(b) the Issuer has delivered to the Trustee for cancellation all debt securities of any series theretofore authenticated (other
than any debt securities of such series which shall have been destroyed, lost or stolen and which shall have been replaced or paid as provided in the Indenture); or
(c) all the debt securities of such series not theretofore delivered to the Trustee for cancellation have become due and
payable, or are by their terms to become due and payable within one year or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption, and the Issuer has irrevocably
deposited or caused to be deposited with the Trustee sufficient funds to pay and discharge the entire indebtedness on the series of debt securities.
In any such case, the Issuer will also:
(a) pay or cause to be paid all other sums payable under the Indenture by the Issuer with respect to debt securities of such
series,
(b) deliver to the Trustee an officers certificate and an opinion of counsel.
In no event shall the rights of holders of debt securities to receive amounts in respect of principal of and interest on the debt securities
held by them be delayed longer than required by then-applicable mandatory rules or policies of any securities exchange upon which the debt securities are listed.
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Legal Defeasance
The Issuer may also elect to have its obligations under the Indenture discharged with respect to the outstanding debt securities of any series.
The Issuer shall be deemed to have paid and shall be discharged from any and all obligations in respect of the debt securities of any series, on the 123rd day after the deposit referred to in clause (i) below has been made, and the provisions
of the Indenture shall no longer be in effect with respect to the debt securities of such series (and the Trustee, at the Issuers expense, shall execute proper instruments acknowledging the same), provided that the following conditions shall
have been satisfied:
(i) the Issuer has deposited or caused to be irrevocably deposited with the Trustee as trust funds in
trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the debt securities of such series, (A) money in an amount, or (B) U.S. Government Obligations which through the payment of interest and
principal in respect thereof in accordance with their terms will provide not later than one day before the due date of any payment referred to in subclause (x) or (y) of this clause (i) money in an amount, or (C) a combination
thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge without consideration of the reinvestment of such
interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of interest on the outstanding debt
securities of such series on the due dates thereof and (y) any mandatory sinking fund payments or analogous payments applicable to the debt securities of such series on the day on which such payments are due and payable in accordance with the
terms of debt securities of such series and the Indenture with respect to the debt securities of such series;
(ii) the
Issuer has delivered to the Trustee (A) either (x) an opinion of counsel to the effect that beneficial owners of debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the
Issuers exercise of its option and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred, which opinion of
counsel must be based upon a ruling of the Internal Revenue Service to the same effect or a change in applicable federal income tax law or related treasury regulations after the date of the Indenture or (y) a ruling directed to the Trustee
received from the Internal Revenue Service to the same effect as the aforementioned opinion of counsel and (B) an opinion of counsel to the effect that the creation of the defeasance trust does not violate the Investment Company Act of 1940 and
after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law;
(iii) immediately after giving effect to such deposit on a pro forma basis, no Event of Default, or event that after the giving
of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day after the date of such deposit, and such deposit shall not result in
a breach or violation of any other agreement or instrument to which the Issuer is a party or by which the Issuer is bound;
(iv) if at such time the debt securities of such series are listed on a national securities exchange, the Issuer has delivered
to the Trustee an opinion of counsel to the effect that the debt securities of such series will not be delisted as a result of such deposit, defeasance and discharge;
(v) the Issuer has delivered to the Trustee an officers certificate and an opinion of counsel, each stating that all
conditions precedent to the defeasance and discharge have been complied with; and
(vi) if the debt securities of such
series are to be redeemed prior to the final maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to the Indenture or provision therefor satisfactory
to the Trustee shall have been made.
However, neither satisfaction and discharge of the Indenture nor legal defeasance will discharge the
provisions of the Indenture with respect to: (a) rights of registration of transfer and exchange, and the Issuers
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right of optional redemption, if any, (b) the substitution of mutilated, defaced, destroyed, lost or stolen debt securities, (c) the rights of holders to receive payments of principal
thereof and interest thereon, upon the original stated due dates therefor (but not upon acceleration) and remaining rights of the holders to receive mandatory sinking fund payments, if any, (d) the rights, obligations and immunities of the
Trustee under the Indenture and (e) the rights of the holders of such series as beneficiaries under the Indenture with respect to the property deposited with the Trustee payable to all or any of them.
Covenant Defeasance
In addition, the Issuer may elect to have its obligations released with respect to certain covenants in the Indenture, following which the
Issuer will no longer be required to comply with any term, provision or condition set forth in, and the Indenture will no longer be in effect with respect to certain covenants, and certain events described above under Events of
Default shall be deemed not to be an Event of Default with respect to debt securities of any series, if:
(a) the
Issuer has deposited or caused to be irrevocably deposited with the Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the benefit of the holders of the debt securities of such series and the Indenture
with respect to the debt securities of such series, (i) money in an amount or (ii) U.S. Government Obligations which through the payment of interest and principal in respect thereof in accordance with their terms will provide not later
than one day before the due dates thereof or earlier redemption (irrevocably provided for under agreements satisfactory to the Trustee), as the case may be, of any payment referred to in subclause (x) or (y) of this clause (a) money in an
amount, or (iii) a combination thereof, sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge without
consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee (x) the principal of, premium, if any, and each installment of
interest on the outstanding debt securities of such series on the due date thereof or earlier redemption (irrevocably provided for under arrangements satisfactory to the Trustee), as the case may be, and (y) any mandatory sinking fund payments
or analogous payments applicable to the debt securities of such series and the Indenture with respect to the debt securities of such series on the day on which such payments are due and payable in accordance with the terms of the Indenture and of
debt securities of such series and the Indenture with respect to the debt securities of such series;
(b) the Issuer has
delivered to the Trustee (i) an opinion of counsel to the effect that beneficial owners of debt securities of such series will not recognize income, gain or loss for federal income tax purposes as a result of the Issuers exercise of its
option and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred and (ii) an opinion of counsel to the effect that the
creation of the defeasance trust does not violate the Investment Company Act of 1940 and after the passage of 123 days following the deposit, the trust fund will not be subject to the effect of Section 547 of the U.S. Bankruptcy Code or
Section 15 of the New York Debtor and Creditor Law;
(c) immediately after giving effect to such deposit on a pro
forma basis, no Event of Default, or event that after the giving of notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing on the date of such deposit or during the period ending on the 123rd day
after the date of such deposit, and such deposit shall not result in a breach or violation of any other agreement or instrument to which the Issuer is a party or by which the Issuer is bound;
(d) if at such time the debt securities of such series are listed on a national securities exchange, the Issuer has delivered
to the Trustee an opinion of counsel to the effect that the debt securities of such series will not be delisted as a result of such deposit, defeasance and discharge;
(e) the Issuer has delivered to the Trustee an officers certificate and an opinion of counsel, each stating that all
conditions precedent to the defeasance have been complied with; and
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(f) if the debt securities of such series are to be redeemed prior to the final
maturity thereof (other than from mandatory sinking fund payments or analogous payments), notice of such redemption shall have been duly given pursuant to the Indenture or provision therefor satisfactory to the Trustee shall have been made.
Concerning the Trustee
Unless otherwise
provided in a prospectus supplement, Wells Fargo Bank, National Association is the Trustee under each of the Indentures and is also the registrar and paying agent of the debt securities. The duties of the Trustee shall be as provided by the Trust
Indenture Act, and as set forth in each Indenture.
The Trustee in its individual or any other capacity, may become the owner or pledgee
of debt securities and may otherwise deal with us and our affiliates with the same rights it would have if it were not the Trustee.
Governing Law
The laws of the State of New York shall govern each of the Indentures and the debt securities, without regard to conflicts of law
principles thereof.
Definitions
affiliate of any Person means any other Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such Person. For the purposes of this definition, control (including, with correlative meanings, the terms controlling, controlled by and under common control with) when
used with respect to any Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or
otherwise.
Commission means the Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.
Default means any event that is, or after notice or passage of time or both would be, an Event of Default.
indebtedness means, with respect to any person, obligations (other than Nonrecourse Obligations) of such person
for borrowed money or evidenced by bonds, debentures, notes or similar instruments.
Original Issue Discount
Securities means debt securities that provide for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof pursuant to the provisions therefor in the Indenture.
Nonrecourse Obligation means indebtedness or other obligations substantially related to (a) the acquisition
of assets not previously owned by us or any of our subsidiaries or (b) the financing of a project involving the development or expansion of its properties or those of any of our subsidiaries, as to which the obligee with respect to such
indebtedness or obligation has no recourse to us or any of our subsidiaries, or any of our assets or those of any of our subsidiaries other than the assets that were acquired with the proceeds of such transaction or the project financed with the
proceeds of such transaction (and the proceeds thereof).
Person means an individual, a corporation, a partnership, a
limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
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Trust Indenture Act means the Trust Indenture Act of 1939, as amended (15 U.S.
Code §§ 77aaa-77bbbb), as it may be amended from time to time.
Trustee means Wells Fargo Bank,
National Association until a successor replaces it in accordance with the provisions of the Indenture and thereafter shall mean or include each Person who is then a Trustee under the Indenture, and if at any time there is more than one such Person,
Trustee as used with respect to the debt securities of any series shall mean the Trustee with respect to debt securities of that series.
U.S. Government Obligations means debt securities that are (i) direct obligations of the United States of America for
the payment of which its full faith and credit is pledged or (ii) obligations of an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United
States of America, and shall also include a depository receipt issued by a bank or trust company as custodian with respect to any such U.S. Government Obligation or a specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository receipt.
Yield to Maturity
means, as the context may require, the yield to maturity (i) on a series of debt securities or (ii) if the debt securities of a series are issuable from time to time, on a debt security of such series, calculated at the time of
issuance of such series in the case of clause (i) or at the time of issuance of such debt security of such series in the case of clause (ii), or, if applicable, at the most recent redetermination of interest on such series or on such debt
security, and calculated in accordance with the constant interest method or such other accepted financial practice as is specified in the terms of such debt security.
DESCRIPTION OF RIGHTS
We may issue rights under a purchase contract for the purchase or sale of equity securities issued by us, a basket of such securities, an
index or indices or such securities or any combination of the above as specified in the applicable prospectus supplement.
Each purchase
contract will entitle the holder thereof to purchase or sell, and obligate us to sell or purchase, on specified dates, such securities at a specified purchase price, which may be based on a formula, all as set forth in the applicable prospectus
supplement. We may, however, satisfy our obligations, if any, with respect to any purchase contract by delivering the cash value of such purchase contract or the cash value of the property otherwise deliverable as set forth in the applicable
prospectus supplement. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such securities and any acceleration, cancellation or termination provisions or other provisions relating to the
settlement of a purchase contract.
The purchase contracts may require us to make periodic payments to the holders thereof or vice versa,
which payments may be deferred to the extent set forth in the applicable prospectus supplement, and those payments may be unsecured or prefunded on some basis. The purchase contracts may require the holders thereof to secure their obligations in a
specified manner to be described in the applicable prospectus supplement. Alternatively, purchase contracts may require holders to satisfy their obligations thereunder when the purchase contracts are issued. Our obligation to settle such pre-paid purchase contracts on the relevant settlement date may constitute indebtedness. Accordingly, pre-paid purchase contracts will be issued under an indenture.