Nielsen Holdings plc announced that, according to information provided by D.F. King & Co. Inc. ("D.F. King"), the Information and Tender Agent for the Offerors' 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. As a result of receiving the requisite consents, the Offerors and the trustee under each applicable indenture executed supplemental indentures relating to the Notes on September 7, 2022 (collectively, the "Supplemental Indentures") to effect the proposed amendments (the "Proposed Amendments").

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 (the "Acquisition"), 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, have been accepted for purchase by the Offerors pursuant to the terms of the Tender Offer and Consent Solicitation.