Nielsen starts tenders offers, consent solicitations for senior notes

Chicago, Aug. 24 – Nielsen Holdings plc’s subsidiaries started tenders offers and consent solicitations for senior notes on Wednesday, according to a press release.

Concurrently, but separate from the tender offer and the consent solicitation, the offerors have started change-of-control offers to buy the notes at 101, plus unpaid interest to the date of purchase.

Noteholders may participate in either the tender offer or the change-of-control offer, but not both. The early participation consideration in the tender offer is higher than the change-of-control offer and then the consideration is lower after the early deadline.

All of the transactions are related to the acquisition of the company by a consortium of investment funds led by Evergreen Coast Capital Corp., an affiliate of Elliott Investment Management LP, and Brookfield Business Partners LP.

The offers and consent solicitations are conditioned upon the acquisition of the company.

Tender offer

The company is offering to pay $1,011.25 for each $1,000 of notes, inclusive of a $50 early participation premium for noteholders who tender their notes by the early deadline.

After the early deadline, noteholders will receive $961.25 per $1,000 note.

The notes that are part of the offer are the following:

• $500 million 5% senior notes due 2025 (Cusips: 65410CAC4, L67449AB1) issued by Nielsen Co. (Luxembourg) Sarl;

• $1 billion 5 5/8% senior notes due 2028 (Cusips: 65409Q BD3, U65393AQ0);

• $625 million 4½% senior notes due 2029 (Cusips: 65409QBH4, U65393AS6);

• $750 million 5 7/8% senior notes due 2030 (Cusips: 65409QBF8, U65393AR8); and

• $625 million 4¾% senior notes due 2031 (Cusips: 65409QBK7, U65393AT4).

The last four notes in the list were issued by Nielsen Finance LLC and Nielsen Finance Co.

The early tender deadline is 5 p.m. ET on Sept. 7.

The tender offer will expire at 11:59 p.m. ET on Sept. 21.

Consent solicitation

The purpose of the consent solicitation and proposed amendments is to eliminate the requirement to make a change-of-control offer for the notes in connection with the acquisition and to make certain other customary changes for a privately held company to the change-of-control provisions in the indentures governing the notes.

Holders who tender their notes must deliver consents and vice versa.

If the requisite consents are received for a series of notes, the change-of-control offer will be terminated for that series.

Details

The closing of the acquisition is expected to coincide with the consummation of the tender offer and the consent solicitation.

The change-of-control offer is set to expire at 11:59 p.m. ET on Sept. 21.

BofA Securities, Inc. is the dealer manager for the tender offer (980 388-3646, 888 292-0070).

D.F. King & Co., Inc. is the information and tender agent for the offer (888 541-9895, 212 269-5550, nielsen@dfking.com).

Nielsen, a U.K. domiciled media data and analytics company, is based in New York.

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