Nielsen gives final results of tender offer for five series of notes

By Marisa Wong

Los Angeles, Oct. 6 – Nielsen Holdings plc announced the expiration of its Aug. 24 tender offer for five series of notes and the related consent solicitation, according to a press release.

As of the 5 p.m. ET on Oct. 5 expiration date (previously extended from 11:59 p.m. ET on Sept. 21), holders had tendered and delivered consents for the following:

• $489,131,000, or 97.83%, of the $500 million 5% senior notes due 2025 (Cusips: 65410CAC4, L67449AB1) issued by Nielsen Co. (Luxembourg) Sarl;

• $987,951,000, or 98.80%, of the $1 billion 5 5/8% senior notes due 2028 (Cusips: 65409QBD3, U65393AQ0);

• $621,493,000, or 99.44%, of the $625 million 4½% senior notes due 2029 (Cusips: 65409QBH4, U65393AS6);

• $747,039,000, or 99.61%, of the $750 million 5 7/8% senior notes due 2030 (Cusips: 65409QBF8, U65393AR8); and

• $610,504,000, or 97.68%, of the $625 million 4¾% senior notes due 2031 (Cusips: 65409QBK7, U65393AT4).

The last four notes in the list were issued by Nielsen Finance LLC and Nielsen Finance Co.

The company accepted all of the tendered notes for purchase. Payment will be made on Oct. 11.

The company offered a total consideration of $1,011.25 for each $1,000 of notes tendered by the early tender deadline at 5 p.m. ET on Sept. 7. The total consideration includes a $50 early participation premium.

Holders who tendered after the early deadline will be eligible to receive $961.25 per $1,000 note.

The company will also pay accrued interest.

Consent solicitation

The purpose of the related consent solicitation was to eliminate the requirement to make a change-of-control offer for the notes in connection with an acquisition and to make some other customary changes for a privately held company to the change-of-control provisions in the indentures governing the notes.

The offerors had launched concurrent but separate change-of-control offers to buy the notes at 101, plus unpaid interest to the date of purchase.

Noteholders could participate in either the tender offer or the change-of-control offer, but not both. The early participation consideration in the tender offer was higher than the change-of-control offer, and then the consideration would have been lower after the early deadline.

All of the transactions are related to the acquisition of the company by a consortium of investment funds led by Evergreen Coast Capital Corp., an affiliate of Elliott Investment Management LP, and Brookfield Business Partners LP.

The tender offer and consent solicitation are also conditioned on the acquisition. Closing of the acquisition is expected to coincide with the consummation of the tender offer and the consent solicitation.

Holders who tendered their notes were required to deliver consents under the consent solicitation and vice versa.

As a result of receiving the required consents, the change-of-control offer was terminated on Sept. 7.

Supplemental indentures were executed as of Sept. 7. They will become operative when the tender offers settle.

BofA Securities, Inc. is the dealer manager for the tender offer (980 388-3646, 888 292-0070).

D.F. King & Co., Inc. is the information and tender agent for the offer (888 541-9895, 212 269-5550, nielsen@dfking.com).

Nielsen, a U.K. domiciled media data and analytics company, is based in New York.

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