Nielsen Announces Extension of Tender Offers

Rhea-AI Summary

Nielsen Holdings plc (NYSE: NLSN) has announced an extension of its cash Tender Offer and Consent Solicitation for several Senior Notes, including the 5.000% Notes due 2025 and 4.500% Notes due 2029. The expiration date has been moved from September 21, 2022, to October 5, 2022. Holders who tender notes after the Early Tender Date will receive specified tender considerations. As of September 21, 2022, significant tenders were received: approximately 97.53% of the 2025 Notes and 98.68% of the 2028 Notes. The consummation of the Tender Offer is contingent on the completion of a proposed acquisition expected around October 11, 2022.

Positive

• 97.53% of the 2025 Notes and 98.68% of the 2028 Notes have been tendered.
• Extension of the Tender Offer to October 5, 2022, allows more time for holders to participate.

Negative

• Completion of the Tender Offer depends on the acquisition's satisfaction of conditions.

NEW YORK, Sept. 22, 2022 /PRNewswire/ -- Nielsen Holdings plc (NYSE: NLSN) ("Nielsen" or the "Company") announced today that the Offerors (as defined below) have amended the terms of the previously announced cash tender offers (collectively, the "Tender Offer") and consent solicitations (collectively, the "Consent Solicitation"), to purchase any and all of The Nielsen Company (Luxembourg) S.à r.l.'s (the "Luxembourg Issuer") outstanding 5.000% Senior Notes due 2025 (the "2025 Notes") and 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"), the US Issuers' outstanding 4.500% Senior Notes due 2029 (the "2029 Notes"), the US Issuers' outstanding 5.875% Senior Notes due 2030 (the "2030 Notes") and the US Issuers' outstanding 4.750% Senior Notes due 2031 (the "2031 Notes" and collectively with the 2025 Notes, 2028 Notes, 2029 Notes and 2030 Notes, the "Notes"), to extend the expiration date from 11:59 p.m., New York City time, on September 21, 2022 to 5:00 p.m., New York City time, on October 5, 2022 (as so extended, and as may be further extended, the "Expiration Date").

Holders have until the Expiration Date, unless further extended or earlier terminated, to tender their Notes pursuant to the Tender Offer. Holders who validly tender Notes after the Early Tender Date but before the Expiration Date will receive the Tender Consideration listed below, which does not include the Early Participation Premium. The Early Tender Date was 5:00 p.m., New York City time, on September 7, 2022. Holders are not entitled to withdraw previously tendered Notes or revoke consents delivered pursuant to the Consent Solicitation, unless otherwise required by law.

The table below sets forth the consideration payable in connection with the Tender Offer:

Notes	CUSIP*	Tender Consideration(1)	Early Participation Premium(1)(2)(3)	Total Consideration(1)(2)(3)
$500,000,000 5.000% Senior Notes due 2025	65410C AC4 / L67449 AB1	$961.25	$50.00	$1,011.25
$1,000,000,000 5.625% Senior Notes due 2028	65409Q BD3 / U65393 AQ0	$961.25	$50.00	$1,011.25
$625,000,000 4.500% Senior Notes due 2029	65409Q BH4 / U65393 AS6	$961.25	$50.00	$1,011.25
$750,000,000 5.875% Senior Notes due 2030	65409Q BF8 / U65393 AR8	$961.25	$50.00	$1,011.25
$625,000,000 4.750% Senior Notes due 2031	65409Q BK7 / U65393 AT4	$961.25	$50.00	$1,011.25
(1) For each $1,000 principal amount of Notes, excluding accrued and unpaid interest, which interest will be paid in addition to the Tender Consideration or Total Consideration, as applicable.
(2) Payable only to Holders who validly tender (and do not validly withdraw) Notes prior to the Early Tender Date.
(3) The Early Participation Premium is included in the Total Consideration.
* CUSIPs are provided for the convenience of Holders. No representation is made as to the correctness or accuracy of such numbers.

 

According to information provided by D.F. King & Co., Inc. ("D.F. King"), the Information and Tender Agent for the Tender Offer and Consent Solicitation, as of 5:00 p.m., New York City time, on September 21, 2022, the Offerors had received tenders and consents from holders of $487,631,000 in aggregate principal amount of the 2025 Notes, representing approximately 97.53% of the total outstanding principal amount of the 2025 Notes, tenders and consents from holders of $986,772,000 in aggregate principal amount of the 2028 Notes, representing approximately 98.68% of the total outstanding principal amount of the 2028 Notes, tenders and consents from holders of $617,332,000 in aggregate principal amount of the 2029 Notes, representing approximately 98.77% of the total outstanding principal amount of the 2029 Notes, tenders and consents from holders of $741,805,000 in aggregate principal amount of the 2030 Notes, representing approximately 98.91% of the total outstanding principal amount of the 2030 Notes, and tenders and consents from holders of $609,857,000 in aggregate principal amount of the 2031 Notes, representing approximately 97.58% of the total outstanding principal amount of the 2031 Notes.

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 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" or the "proposed transaction"). The Offerors reserve the right, in their sole discretion, to waive any and all conditions to the Tender Offer. The Offerors may 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 closing of the Acquisition, if necessary. The completion of the Acquisition is currently expected to occur on or around October 11, 2022, and settlement for Notes tendered and not withdrawn is expected to occur on or promptly after the date of such completion.

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, a corporation, or Brookfield Business Partners L.P., 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

FAQ

What is the new expiration date for Nielsen's Tender Offer?

The new expiration date for Nielsen's Tender Offer is October 5, 2022.

What percentage of the 2025 Notes have been tendered in Nielsen's offer?

Approximately 97.53% of the 2025 Notes have been tendered.

Is the Tender Offer for Nielsen's Senior Notes conditional?

Yes, the Tender Offer is conditional upon the completion of a proposed acquisition.

What types of Senior Notes are included in Nielsen's Tender Offer?

The Tender Offer includes the 5.000% Notes due 2025, 5.625% Notes due 2028, 4.500% Notes due 2029, 5.875% Notes due 2030, and 4.750% Notes due 2031.

Who is the information agent for Nielsen's Tender Offer?

D.F. King & Co., Inc. is the information agent for Nielsen's Tender Offer.