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NIELSEN HOLDINGS PLC : Other Events, Financial Statements and Exhibits (form 8-K)

08/24/2022 | 05:25pm

Item 8.01 Other Events

On August 24, 2022, Nielsen Holdings plc, a public limited company formed under
the laws of England and Wales ("Nielsen" or the "Company"), issued a press
release announcing that certain of its subsidiaries have commenced cash tender
offers (collectively, the "Tender Offer") to purchase any and all of The Nielsen
(Luxembourg) S.à r.l.'s ("Luxembourg Issuer") outstanding 5.000% Senior
Notes due 2025 (the "2025 Notes") and any and all of Nielsen Finance LLC and
Nielsen Finance Co.'s
(together with the Luxembourg Issuer, the "Offerors")
outstanding 5.625% Senior Notes due 2028, 4.500% Senior Notes due 2029, 5.875%
Senior Notes due 2030 and 4.750% Senior Notes due 2031 (collectively with the
other series of notes, the "Notes"). In connection with the Tender Offer, the
Offerors are soliciting the consents of holders of the Notes to certain proposed
amendments to the respective indentures governing the Notes (collectively, the
"Consent Solicitation"). Concurrently with but separate from the Tender Offer
and the Consent Solicitation, the Offerors have commenced offers to purchase for
cash any and all of the Notes at a purchase price equal to 101% of the aggregate
principal amount of the Notes repurchased, plus accrued and unpaid interest to,
but excluding, the date of purchase (collectively, the "Change of Control
Offer"), pursuant to the change of control provisions of the indentures
governing each applicable series of Notes.

The Offerors are commencing the Tender Offer, the Consent Solicitation and the
Change of Control Offer in connection with, and each is expressly conditioned
upon, 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 may be further
amended from time to time. Neptune Intermediate Jersey Limited and Neptune BidCo
US Inc.
are newly-formed entities established by a consortium of private
investment funds led by Evergreen Coast Capital Corp., an affiliate of Elliott
Investment Management L.P.
, and Brookfield Business Partners L.P., together with
institutional partners, for the purpose of acquiring the Company.

A copy of the press release issued by Nielsen announcing the commencement of the
Tender Offer, the Consent Solicitation and the Change of Control Offer is
attached to this Current Report on Form 8-K as Exhibit 99.1, and such Exhibit is
incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following is filed as an exhibit to this report:

No. Description of Exhibit

99.1 Press release, issued August 24, 2022

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

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 possibility that Nielsen shareholders may not approve the
proposed transaction, 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, 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.

Additional Information and Where to Find It

This communication relates to the proposed transaction involving Nielsen. In
connection with the proposed transaction, Nielsen will file relevant materials
with the SEC, including Nielsen's definitive proxy statement on Schedule 14A
filed on July 8, 2022, as supplemented by the supplement to the Definitive Proxy
Statement filed on August 19, 2022 (the "Proxy Statement"). This communication
is not a substitute for the Proxy Statement or for any other document that
Nielsen may file with the SEC and send to its shareholders in connection with
the proposed transaction. The proposed transaction will be submitted to
Nielsen's shareholders for their consideration. Before making any voting
decision, Nielsen's shareholders are urged to read all relevant documents filed
or to be filed with the SEC, including the Proxy Statement, as well as any
amendments or supplements to those documents, when they become available because
they will contain important information about the proposed transaction.

Nielsen's shareholders are able to obtain a free copy of the Proxy Statement, as
well as other filings containing information about Nielsen, without charge, at
the SEC's website ( Copies of the Proxy Statement and the filings
with the SEC that will be incorporated by reference therein can also be
obtained, without charge, by directing a request to Nielsen Holdings plc, 675
6th Avenue New York, NY 10010, Attention: Investor Relations; telephone (410)
717-7134, or from Nielsen's website

Participants in the Solicitation

Nielsen and certain of its directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies in respect of the
proposed transaction. Information regarding Nielsen's directors and executive
officers is available in Nielsen's definitive proxy statement for its 2022
Annual General Meeting, which was filed with the SEC on April 5, 2022. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, are contained in the Proxy Statement and other relevant materials to
be filed with the SEC in connection with the proposed transaction when they
become available. Free copies of the Proxy Statement and such other materials
may be obtained as described in the preceding paragraph.


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