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

09/22/2022 | 08:40am

Item 8.01 Other Events

On September 22, 2022, Nielsen Holdings plc, a public limited company formed
under the laws of England and Wales ("Nielsen" or the "Company"), announced that
the Offerors (as defined below) have amended the terms of the previously
announced cash tender offers and consent solicitations, 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 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 US
Issuers' outstanding 4.500% Senior Notes due 2029, the US Issuers' outstanding
5.875% Senior Notes due 2030 and the US Issuers' outstanding 4.750% Senior Notes
due 2031, 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").

A copy of the press release issued by the Company announcing the extension of
the Expiration Date 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 September 22, 2022.

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

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 acquisition of Nielsen (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, 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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