Nielsen extends expiration of tender offer to Oct. 5, updates results

By Mary-Katherine Stinson

Lexington, Ky., Sept. 22 – Nielsen Holdings plc’s subsidiaries extended the expiration date on the tender offer for five notes and gave an update on the results, according to a press release and an 8-K filing with the Securities and Exchange Commission.

The offer will now expire at 5 p.m. ET on Oct. 5, extended from 11:59 p.m. ET on Sept. 21.

As previously reported, the offerors intended to extend the expiration date to align the settlement date with the completion of 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.

Tender offer

As of Sept. 21, tenders and consents were delivered in the following amounts:

• $487,631,000, or 97.53%, of the $500 million 5% senior notes due 2025 (Cusips: 65410CAC4, L67449AB1) issued by Nielsen Co. (Luxembourg) Sarl;

• $986,772,000, or 98.68%, of the $1 billion 5 5/8% senior notes due 2028 (Cusips: 65409Q BD3, U65393AQ0);

• $617,332,000, or 98.77%, of the $625 million 4½% senior notes due 2029 (Cusips: 65409QBH4, U65393AS6);

• $741,805,000, or 98.91%, of the $750 million 5 7/8% senior notes due 2030 (Cusips: 65409QBF8, U65393AR8); and

• $609,857,000, or 97.58%, 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 is offering to pay $961.25 per $1,000 note.

Noteholders who tendered by the early deadline will receive $1,011.25 for each $1,000 of notes, inclusive of a $50 early participation premium. The early tender deadline was 5 p.m. ET on Sept. 7. The withdrawal deadline has also passed.

Consent solicitation

The offerors launched concurrent but separate change-of-control offers to buy the notes at 101, plus unpaid interest to the date of purchase. The purpose was to eliminate the requirement to make a change-of-control offer for the notes in connection with the acquisition and to make certain other customary changes for a privately held company to the change-of-control provisions in the indentures governing the notes.

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.

Holders who tendered their notes were required to deliver consents and vice versa.

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

The change-of-control offer was set to expire at 11:59 p.m. ET on Sept. 21.

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

Details

The offers and consent solicitations are conditioned upon the acquisition of the company.

The closing of the acquisition is expected to coincide with the consummation of the tender offer and the consent solicitation.

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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