Valcon wraps tenders for Nielsen, VNU notes; VNU calls remaining notes from three series

By Jennifer Chiou

New York, Aug. 11 - Valcon Acquisition BV announced it accepted tendered notes in its offer for various bonds issued by VNU NV.

Valcon's tender covered VNU's €150 million of extendable floating-rate notes due Sept. 28, 2006 with €148.2 million outstanding, €500 million of 6 5/8% bonds due May 30, 2007, NLG600 million of 5½% bonds due June 16, 2008, €600 million of 6¾% notes due Oct. 29, 2008 with €48.923 million outstanding and Nielsen Media Research, Inc.'s 7.60% notes due 2009.

VNU added it called all notes that have not been tendered from the 6 5/8% bonds, 5½% bonds and 6¾% notes.

The offers, which began on May 26, were made as part of the acquisition of VNU by Valcon. Valcon is a company controlled by a private equity group consortium consisting of funds of AlpInvest Partners NV, The Blackstone Group LP, The Carlyle Group, Hellman & Friedman LLC, Kohlberg Kravis Roberts & Co. LP and Thomas H. Lee Partners, LP.

For the Nielsen notes, Valcon is offering a price that will be based on the bid-side yield of the 4% U.S. Treasury notes due June 15, 2009 plus 50 basis points plus accrued interest up to but excluding the settlement date.

The total amount includes a consent payment of $40.00 per $1,000 that will only be paid to holders who tendered with consents by the consent deadline of 5 p.m. ET on June 9.

For the VNU floaters, the early purchase price is €1,007.50 per €1,000 principal amount, including a €7.50 per €1,000 early response payment.

For the other VNU notes, pricing was set using a formula.

For the 6 5/8% notes, the formula is 25 basis points over the yield on the 4% OBL #139 due Feb. 16, 2007, including a €25 per €1,000 early response payment; for the 5½% notes, the formula is 40 basis points over the yield on the 3% OBL #142 due April 11, 2008, including an NLG30 per NLG1,000 early response payment; and for the 6¾% notes the formula is 40 basis points over the yield on the 3½% OBL #143 due Oct. 10, 2008, including a €30 per €1,000 early response payment.

Expiration for the tender was 5 p.m. ET on Aug. 7, extended previously from 5 p.m. ET on July 28 and midnight ET on June 26.

At 5 p.m. ET on July 21, $147.629 million notes had been tendered.

The consent solicitation is to amend the note indenture to eliminate substantially all of the restrictive covenants, certain event of default provisions and certain provisions relating to mergers, consolidations and sales of assets.

The offer is subject to conditions including the receipt of the necessary consents to amend the indentures.

J.P. Morgan Securities Inc. is dealer manager (866 834-4666 or call collect +1 212 834-4802 or +44 207 742-7506). Deutsche Bank Trust Co. Americas is tender and tabulation agent (800-735-7777, option 1).

VNU is an information and media company based in Haarlem, the Netherlands.

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