Valcon gets required consents for Nielsen's 7.6% notes due 2009, prolongs early deadline for 6¾% notes

By Jennifer Chiou

New York, June 12 - Valcon Acquisition BV said it obtained the required consents for Nielsen Media Research, Inc.'s 7.60% notes due 2009 as of 5 p.m. ET on June 9.

Nielsen Media Research added that it intends to enter into a supplemental indenture.

Valcon also said it extended the early deadline in a tender for VNU's €600 million of 6¾% notes due Oct. 29, 2008 with €48.923 million outstanding to 7 a.m. ET on June 15 from 9 a.m. ET on June 9.

On May 26, Valcon announced the cash tender offer for various bonds issued by VNU NV while VNU asked noteholders to allow it to amend some of its notes so that it can redeem them.

Valcon's tender also covers VNU's €150 million of extendable floating-rate notes due Sept. 28, 2006 with €148.2 million outstanding, €500 million of 6 5/8% bonds due May 30, 2007 and NLG600 million of 5½% bonds due June 16, 2008.

The offers are being made as part of the acquisition of VNU by Valcon. Valcon is a company controlled by a private equity group consortium consisting of funds of AlpInvest Partners NV, The Blackstone Group LP, The Carlyle Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. LP and Thomas H. Lee Partners, LP.

For the Nielsen notes, Valcon is offering a price that will be based on the bid-side yield of the 4% U.S. Treasury notes due June 15, 2009 plus 50 basis points plus accrued interest up to but excluding the settlement date.

The total amount includes a consent payment of $40.00 per $1,000 that will only be paid to holders who tendered with consents by the consent deadline of 9 a.m. ET on June 9.

The company said that the early deadline has expired for its floaters due 2006, 6 5/8% bonds and 5½% bonds.

Expiration for the tender is midnight ET on June 26.

The consent solicitation is to amend the note indenture to eliminate substantially all of the restrictive covenants, certain event of default provisions and certain provisions relating to mergers, consolidations and sales of assets.

The offer is subject to conditions including the receipt of the necessary consents to amend the indentures.

J.P. Morgan Securities Inc. is dealer manager (866 834-4666 or call collect +1 212 834-4802 or +44 207 742-7506). Deutsche Bank Trust Co. Americas is tender and tabulation agent (800-735-7777, option 1).

For the VNU floaters, the early purchase price is €1,007.50 per €1,000 principal amount, including a €7.50 per €1,000 early response payment.

For the other VNU notes, pricing will be set using a formula.

For the 6 5/8% notes, the formula is 25 basis points over the yield on the 4% OBL #139 due Feb. 16, 2007, including a €25 per €1,000 early response payment; for the 5½% notes, the formula is 40 basis points over the yield on the 3% OBL #142 due April 11, 2008, including an NLG30 per NLG1,000 early response payment; and for the 6¾% notes the formula is 40 basis points over the yield on the 3½% OBL #143 due Oct. 10, 2008, including a €30 per €1,000 early response payment.

Pricing will be fixed at 9 a.m. ET on June 22.

The dealer manager is J.P. Morgan Securities Ltd. (+44 20 7742-7506). Deutsche Bank AG is tender and tabulation agent (+44 20 7547-5000 or for the Dutch guilder bonds +31 20 555-4657).

Previously, VNU said it called a series of meetings in which it will ask noteholders to approve giving it the right to redeem the notes at par plus accrued interest.

A meeting for holders of the floaters will be held at the offices of Clifford Chance LLP at 10 Upper Bank Street in London at 5 a.m. ET on June 19.

A meeting will occur at the same location for holders of the 6¾% notes at 5:15 a.m. ET the same day.

For the 6 5/8% bonds, a meeting will be held at the offices of Clifford Chance LLP at Droogbak 1A in Amsterdam at 5 a.m. ET on June 20.

A meeting will occur at the same location for the 5½% bonds at 5:15 a.m. ET on the same day.

VNU is an information and media company based in Haarlem, the Netherlands.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.