NIELSEN HOLDINGS PLC

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NIELSEN HOLDINGS PLC : Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits (form 8-K)

09/08/2022 | 04:10pm

Item 1.01 Entry into a Material Definitive Agreement



The second and third paragraphs of Item 8.01 of this Current Report on Form 8-K
are incorporated by reference into this Item 1.01.



Item 8.01 Other Events



On September 8, 2022, Nielsen Holdings plc, a public limited company formed
under the laws of England and Wales (the "Company"), announced that, according
to information provided by D.F. King & Co., Inc., 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.



Having received the requisite consents from the holders of each series of Notes
to the proposed amendments to the indenture governing such series of Notes (the
"Proposed Amendments"), the Luxembourg Issuer and Deutsche Bank Trust Company
Americas
, in its capacity as trustee (the "Trustee"), entered into the Tenth
Supplemental Indenture, dated as of September 7, 2022, which amends and
supplements the Indenture, dated as of January 31, 2017, as amended and
supplemented through the date hereof, governing the 5.000% Senior Notes due 2025
(the "2025 Notes Supplemental Indenture"), and concurrently, the US Issuers and
the Trustee entered into the following supplemental indentures to also effect
the Proposed Amendments: (i) the First Supplemental Indenture, dated as of
September 7, 2022, which amends and supplements the Indenture, dated as of
September 24, 2020, relating to the 5.625% Senior Notes due 2028 (the "2028
Notes Supplemental Indenture"); (ii) the First Supplemental Indenture, dated as
of September 7, 2022, which amends and supplements the Indenture, dated as of
May 28, 2021, relating to the 4.500% Senior Notes due 2029 (the "2029 Notes
Supplemental Indenture"); (iii) the First Supplemental Indenture, dated as of
September 7, 2022, which amends and supplements the Indenture, dated as of
September 24, 2020, relating to the 5.875% Senior Notes due 2030 (the "2030
Notes Supplemental Indenture"); and (iv) the First Supplemental Indenture, dated
as of September 7, 2022, which amends and supplements the Indenture, dated as of
May 28, 2021, relating to the 4.750% Senior Notes due 2031 (the "2031 Notes
Supplemental Indenture," collectively with the 2025 Notes Supplemental
Indenture, the 2028 Notes Supplemental Indenture, the 2029 Notes Supplemental
Indenture and the 2030 Notes Supplemental Indenture, the "Supplemental
Indentures"). 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, 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, that were validly tendered (and not
validly withdrawn) have been accepted for purchase by the Offerors pursuant to
the terms of the Tender Offer and Consent Solicitation.



Copies of the 2025 Notes Supplemental Indenture, the 2028 Notes Supplemental
Indenture, the 2029 Notes Supplemental Indenture, the 2030 Notes Supplemental
Indenture and the 2031 Notes Supplemental Indenture are attached to this Current
Report on Form 8-K as Exhibits 4.1, 4.2, 4.3, 4.4 and 4.5, respectively, and
such Exhibits are incorporated by reference herein.



As a result of the Offerors and the Trustee entering into the Supplemental
Indentures, the Offerors terminated their previously announced change of control
offers for all of the outstanding Notes, which offers were separate from the
Tender Offer and Consent Solicitation.



A copy of the press release issued by the Company announcing the completion of
the Consent Solicitation, the execution of the Supplemental Indentures and the
termination of the change of control offers is attached to this Current Report
on Form 8-K as Exhibit 99.1, and such Exhibit is incorporated herein by
reference.



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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.



The following is filed as an exhibit to this report:




Exhibit No. Description of Exhibit

4.1 Tenth Supplemental Indenture, dated as of September 7, 2022,
among The Nielsen Company (Luxembourg) S.à r.l. and Deutsche Bank
Trust Company Americas
, as trustee (relating to the 5.000% Senior
Notes due 2025).

4.2 First Supplemental Indenture, dated as of September 7, 2022,
among Nielsen Finance LLC, Nielsen Finance Co. and Deutsche Bank
Trust Company Americas
, as trustee (relating to the 5.625% Senior
Notes due 2028).

4.3 First Supplemental Indenture, dated as of September 7, 2022,
among Nielsen Finance LLC, Nielsen Finance Co. and Deutsche Bank
Trust Company Americas
, as trustee (relating to the 4.500% Senior
Notes due 2029).

4.4 First Supplemental Indenture, dated as of September 7, 2022,
among Nielsen Finance LLC, Nielsen Finance Co. and Deutsche Bank
Trust Company Americas
, as trustee (relating to the 5.875% Senior
Notes due 2030).

4.5 First Supplemental Indenture, dated as of September 7, 2022,
among Nielsen Finance LLC, Nielsen Finance Co. and Deutsche Bank
Trust Company Americas
, as trustee (relating to the 4.750% Senior
Notes due 2031).

99.1 Press release, issued September 8, 2022.

104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).


Forward-Looking Statements


This Current Report on Form 8-K 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.



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