NEW
YORK, Sept. 8,
2022 /PRNewswire/ -- Nielsen Holdings plc (NYSE: NLSN) (the
"Company") announced today that, according to information
provided by D.F. King & Co., Inc. ("D.F. King"), the
Information and Tender Agent for the Offerors' (as defined below)
previously announced cash tender offers (collectively, the
"Tender Offer") and consent solicitations (collectively, the
"Consent Solicitation"), as of 5:00
p.m., New York City time,
on September 7, 2022, the Offerors
had received tenders and consents from holders of $477,344,000 in aggregate principal amount of The
Nielsen Company (Luxembourg) S.à
r.l.'s (the "Luxembourg Issuer") outstanding 5.000% Senior
Notes due 2025 (the "2025 Notes"), representing
approximately 95.47% of the total outstanding principal amount of
the 2025 Notes, and tenders and consents from holders of
$922,135,000 in aggregate principal
amount of Nielsen Finance LLC and Nielsen Finance Co.'s (together,
the "US Issuers" and, together with the Luxembourg Issuer,
the "Offerors") outstanding 5.625% Senior Notes due 2028
(the "2028 Notes"), representing approximately 92.21% of the
total outstanding principal amount of the 2028 Notes, from holders
of $617,305,000 in aggregate
principal amount of the US Issuers' 4.500% Senior Notes due 2029
(the "2029 Notes"), representing approximately 98.77% of the
total outstanding principal amount of the 2029 Notes, from holders
of $693,770,000 in aggregate
principal amount of the US Issuers' 5.875% Senior Notes due 2030
(the "2030 Notes"), representing approximately 92.50% of the
total outstanding principal amount of the 2030 Notes and from
holders of $609,817,000 in aggregate
principal amount of the US Issuers' 4.750% Senior Notes due 2031
(the "2031 Notes" and collectively with the 2025 Notes, 2028
Notes, 2029 Notes and 2030 Notes, the "Notes"), representing
approximately 97.57% of the total outstanding principal amount of
the 2031 Notes.
As a result of receiving the requisite consents, the Offerors
and the trustee under each applicable indenture executed
supplemental indentures relating to the Notes on September 7, 2022 (collectively, the
"Supplemental Indentures") to effect the proposed amendments
(the "Proposed Amendments"). The Proposed Amendments
eliminate the requirement to make a "Change of Control Offer" in
connection with the acquisition of the Company pursuant to the
Transaction Agreement, dated March 28,
2022, as amended on August 19,
2022, by and among the Company, Neptune Intermediate Jersey
Limited and Neptune BidCo US Inc., as further amended from time to
time (the "Acquisition"), and make certain other customary
changes for a privately-held company to the "Change of Control"
provisions in the indentures governing the Notes. Each Supplemental
Indenture provides that the Proposed Amendments will not become
operative unless and until the Luxembourg Issuer or the US Issuers,
as applicable, notify the trustee of the applicable indenture that
the Notes under such Indenture, representing at least a majority in
aggregate principal amount of the respective Notes outstanding
under such Indenture, have been accepted for purchase by the
Offerors pursuant to the terms of the Tender Offer and Consent
Solicitation.
Consummation of the Tender Offer and payment for the Notes
validly tendered pursuant to the Tender Offer are subject to the
satisfaction of certain conditions, including, but not limited to,
the consummation of the Acquisition. The Offerors reserve the
right, at their sole discretion, to waive any and all conditions to
the Tender Offer. The Offerors intend to further extend the
Expiration Date, without extending the September 7, 2022 Withdrawal Deadline (unless
required by law), to have the Settlement Date coincide with the
completion of the Acquisition. The completion of the Acquisition
and settlement for the Notes tendered and not validly withdrawn is
currently expected to occur in October
2022. Concurrently with, but separate from the Tender Offer
and the Consent Solicitation, the Offerors commenced offers to
purchase for cash any and all of the Offerors' Notes at a purchase
price equal to 101% of the aggregate principal amount of each
series of Notes repurchased (collectively, the "Change of
Control Offer"), plus accrued and unpaid interest to, but
excluding, the date of purchase. Because the requisite consents
with respect to each series of Notes have been received and each
Supplemental Indenture has been executed, the Offerors are
terminating the Change of Control Offer.
Except as set forth herein, all other terms, provisions and
conditions of the Tender Offer and the Consent Solicitation will
remain in full force and effect as set forth in the Offerors' Offer
to Purchase and Consent Solicitation Statement, dated August 24, 2022 (as amended or supplemented from
time to time, the "Statement"). The complete terms and
conditions of the Tender Offer and Consent Solicitation are
described in the Statement, copies of which may be obtained at no
charge from D.F. King. All capitalized terms used but not defined
herein shall have the same meaning ascribed to them in the
Statement. The Offerors reserve the right to further amend the
terms of the Tender Offer and Consent Solicitation, to further
extend the Expiration Date for the Tender Offer and Consent
Solicitation or to waive any and all conditions to the Tender Offer
and Consent Solicitation, in its sole discretion, at any time.
Requests for documents relating to the Tender Offer and the
Consent Solicitation may be directed to D.F. King & Co, Inc.,
the Information and Tender Agent, toll free at (888) 541-9895, toll
at (212) 269-5550 (Banks and Brokers) or email at
nielsen@dfking.com. BofA Securities, Inc. ("BofA
Securities") is acting as Dealer Manager for the Tender Offer
and the Consent Solicitation. Questions regarding the Tender Offer
and the Consent Solicitation may be directed to BofA Securities at
(980) 388-3646 (collect) or (888) 292-0070 (toll free).
This press release is for informational purposes only and does
not constitute an offer to purchase or a solicitation of an offer
to sell, or a solicitation of consents with respect to, any
security. No offer, solicitation or purchase will be made in any
jurisdiction in which such an offer, solicitation or purchase would
be unlawful. The Tender Offer and Consent Solicitation is being
made solely by the Statement. The full details of the Tender Offer
and Consent Solicitation, including complete instructions on how to
tender the Notes, are included in the Statement. Holders of the
Notes are strongly encouraged to carefully read the Statement
because it contains important information.
Forward-Looking Statements
This communication includes information that could constitute
forward-looking statements made pursuant to the safe harbor
provision of the Private Securities Litigation Reform Act of 1995.
These statements include those set forth above relating to the
proposed transaction as well as those that may be identified by
words such as "will," "intend," "expect," "anticipate," "should,"
"could" and similar expressions. These statements are subject to
risks and uncertainties, and actual results and events could differ
materially from what presently is expected, including regarding the
proposed transaction and Nielsen ONE. Factors leading thereto may
include, without limitation, the risks related to Ukraine conflict or the COVID-19 pandemic on
the global economy and financial markets, the uncertainties
relating to the impact of the Ukraine conflict or the COVID-19 pandemic on
Nielsen's business, the failure of Nielsen's new business strategy
in accomplishing Nielsen's objectives, economic or other conditions
in the markets Nielsen is engaged in, impacts of actions and
behaviors of customers, suppliers and competitors, technological
developments, as well as legal and regulatory rules and processes
affecting Nielsen's business, the timing, receipt and terms and
conditions of any required governmental and regulatory approvals of
the proposed transaction that could reduce anticipated benefits or
cause the parties to abandon the proposed transaction, the
occurrence of any event, change or other circumstances that could
give rise to the termination of the transaction agreement entered
into pursuant to the proposed transaction (the "Agreement"),
the risk that the parties to the Agreement may not be able to
satisfy the conditions to the proposed transaction in a timely
manner or at all, risks related to disruption of management time
from ongoing business operations due to the proposed transaction,
the risk that any announcements relating to the proposed
transaction could have adverse effects on the market price of
Nielsen's ordinary shares, the risk of any unexpected costs or
expenses resulting from the proposed transaction, the risk of any
litigation relating to the proposed transaction, the risk that the
proposed transaction and its announcement could have an adverse
effect on the ability of Nielsen to retain customers and retain and
hire key personnel and maintain relationships with customers,
suppliers, employees, shareholders and other business relationships
and on its operating results and business generally, the risk the
pending proposed transaction could distract management of Nielsen,
and other specific risk factors that are outlined in Nielsen's
disclosure filings and materials, which you can find on
http://www.nielsen.com/investors, such as its 10-K, 10-Q and 8-K
reports that have been filed with the Securities and Exchange
Commission (the "SEC"). Please consult these documents for a
more complete understanding of these risks and uncertainties. This
list of factors is not intended to be exhaustive. Such
forward-looking statements only speak as of the date of these
materials, and Nielsen assumes no obligation to update any written
or oral forward-looking statement made by Nielsen or on its behalf
as a result of new information, future events or other factors,
except as required by law.
About Nielsen
Nielsen shapes the world's media and content as a global leader
in audience measurement, data and analytics. Through our
understanding of people and their behaviors across all channels and
platforms, we empower our clients with independent and actionable
intelligence so they can connect and engage with their
audiences—now and into the future.
An S&P 500 company, Nielsen (NYSE: NLSN) operates around the
world in more than 55 countries. Learn more at www.nielsen.com or
www.nielsen.com/investors and connect with us on Instagram,
Facebook, Twitter, LinkedIn.
About Elliott and Evergreen
Elliott Investment Management L.P. manages approximately
$55.7 billion of assets as of
June 30, 2022. Its flagship fund,
Elliott Associates, L.P., was founded in 1977, making it one of the
oldest funds under continuous management. The Elliott funds'
investors include pension plans, sovereign wealth funds,
endowments, foundations, funds-of-funds, high net worth individuals
and families, and employees of the firm. Evergreen Coast Capital
Corp. is Elliott's Menlo Park
affiliate, which focuses on technology investing.
About Brookfield Business Partners
Brookfield Business Partners is a global business services and
industrials company focused on owning and operating high-quality
businesses that provide essential products and services and benefit
from a strong competitive position. Investors have flexibility to
invest in our company either through Brookfield Business
Corporation (NYSE, TSX:BBUC), a corporation, or Brookfield Business
Partners L.P. (NYSE: BBU; TSX:BBU.UN), a limited partnership.
Brookfield Business Partners is the flagship listed vehicle of
Brookfield Asset Management's Private Equity Group. Brookfield
Asset Management is a leading global alternative asset manager with
approximately $750 billion of assets
under management.
Investor Relations: Sara
Gubins, +1 646 283 7571;
sara.gubins@nielsen.com
Media Relations: Connie Kim, +1 240 274 9999;
connie.kim@nielsen.com
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SOURCE Nielsen Holdings plc
