NIELSEN HOLDINGS PLC

NLSN
Delayed Nyse - 04:00 2022-10-11 pm EDT
27.98 USD +0.04%

Nielsen Holdings plc Announces Extension of Tender Offers

09/22/2022 | 07:00am

Nielsen Holdings plc announced that the Offerors have amended the terms of the previously announced cash tender offers and consent solicitations (collectively, the "Consent Solicitation"), 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 (the "2025 Notes") 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 "2028 Notes"), the US Issuers' outstanding 4.500% Senior Notes due 2029 (the "2029 Notes"), the US Issuers' outstanding 5.875% Senior Notes due 2030 (the "2030 Notes") and the US Issuers' outstanding 4.750% Senior Notes due 2031 (the "2031 Notes" and collectively with the 2025 Notes, 2028 Notes, 2029 Notes and 2030 Notes, the "Notes"), 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"). Holders have until the Expiration Date, unless further extended or earlier terminated, to tender their Notes pursuant to the Tender Offer. Holders who validly tender Notes after the Early Tender Date but before the Expiration Date will receive the Tender Consideration listed below, which does not include the Early Participation Premium.

The Early Tender Date was 5:00 p.m., New York City time, on September 7, 2022. Holders are not entitled to withdraw previously tendered Notes or revoke consents delivered pursuant to the Consent Solicitation, unless otherwise required by law. According to information provided by D.F. King & Co.

Inc. ("D.F. King"), the Information and Tender Agent for the Tender Offer and Consent Solicitation, as of 5:00 p.m., New York City time, on September 21, 2022, the Offerors had received tenders and consents from holders of $487,631,000 in aggregate principal amount of the 2025 Notes, representing approximately 97.53% of the total outstanding principal amount of the 2025 Notes, tenders and consents from holders of $986,772,000 in aggregate principal amount of the 2028 Notes, representing approximately 98.68% of the total outstanding principal amount of the 2028 Notes, tenders and consents from holders of $617,332,000 in aggregate principal amount of the 2029 Notes, representing approximately 98.77% of the total outstanding principal amount of the 2029 Notes, tenders and consents from holders of $741,805,000 in aggregate principal amount of the 2030 Notes, representing approximately 98.91% of the total outstanding principal amount of the 2030 Notes, and tenders and consents from holders of $609,857,000 in aggregate principal amount of the 2031 Notes, representing approximately 97.58% of the total outstanding principal amount of the 2031 Notes. Consummation of the Tender Offer and payment for the Notes validly tendered pursuant to the Tender Offer are subject to the satisfaction of certain conditions, including, but not limited to, the consummation of 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" or the "proposed transaction"). The Offerors reserve the right, in their sole discretion, to waive any and all conditions to the Tender Offer.

The Offerors may further extend the Expiration Date, without extending the September 7, 2022 Withdrawal Deadline (unless required by law), to have the Settlement Date coincide with the closing of the Acquisition, if necessary. The completion of the Acquisition is currently expected to occur on or around October 11, 2022, and settlement for Notes tendered and not withdrawn is expected to occur on or promptly after the date of such completion. Except as set herein, all other terms, provisions and conditions of the Tender Offer and the Consent Solicitation will remain in full force and effect as set in the Offerors' Offer to Purchase and Consent Solicitation Statement, dated August 24, 2022 (as amended or supplemented from time to time, the "Statement").

The complete terms and conditions of the Tender Offer and Consent Solicitation are described in the Statement, copies of which may be obtained at no charge from D.F. King. All capitalized terms used but not defined herein shall have the same meaning ascribed to them in the Statement. The Offerors reserve the right to further amend the terms of the Tender Offer and Consent Solicitation, to further extend the Expiration Date for the Tender Offer and Consent Solicitation or to waive any and all conditions to the Tender Offer and Consent Solicitation, in its sole discretion, at any time.

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