Nielsen Announces $1 Billion Debt Offering and Conditional Notice of Partial Redemption of its 5.500% Senior Notes Due 2021 and 5.000% Senior Notes Due 2022

NEW YORK, September 9, 2020 /PRNewswire/ — Nielsen Holdings plc (NYSE: NLSN) (“Nielsen”) announced today that its indirect wholly-owned subsidiaries, Nielsen Finance LLC and Nielsen Finance Co. (the “Issuers”), propose to issue $500 million aggregate principal amount of senior notes due 2028 and $500 million aggregate principal amount of senior notes due 2030 (collectively, the “Notes”) pursuant to a private offering (the “Offering”) which is exempt from the registration requirements of the Securities Act of 1933, as as amended (the “Securities Act”).

Nielsen’s wholly-owned subsidiary, The Nielsen Company (Luxemburg) S.à rl, has also issued a Conditional Notice of Partial Redemption to the holders of its 5.500% senior bonds maturing in 2021 (the “2021 Bonds”) in order to partially redeem $275 million 2021 Bonds at a redemption price of 100% of the aggregate principal amount of such 2021 Bonds to be redeemed, plus accrued and unpaid interest up to, but not including, the redemption date, and the Issuers have delivered a Conditional Notice of Partial Redemption to holders of their 5.000% senior bonds due in 2022 (the “2022 Bonds”) to partially redeem $725 million 2022 Bonds at a redemption price equal to 100% of the total principal amount of these 2022 Bonds to be redeemed, plus accrued and unpaid interest up to the redemption date excluded. Nielsen intends to use the net proceeds of the proposed offering plus available cash to fund partial redemptions of the 2021 Notes and 2022 Notes.

The Notes are being offered only to persons reasonably considered to be qualified institutional buyers under Rule 144A under securities law, and outside United States, only to non-US investors pursuant to Regulation S of the Securities Act. The Notes will not be registered under securities law or any state securities law and may not be offered or sold in United States absent an effective registration statement or applicable exemption or a transaction not subject to the registration requirements of the Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, nor an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is illegal. This press release does not constitute a redemption notice with respect to the 2021 Tickets or the 2022 Tickets.

Forward-looking statements

This press release contains information that may constitute forward-looking statements made pursuant to the safe harbor of the Private Securities Litigation Reform Act of 1995. Such statements include those relating to the offer and redemptions of the 2021 Notes or the 2022 Notes, as well as those that can be identified by words such as “will”, “intends”, “expects”, “anticipates”, “should”, “could” and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what is currently anticipated. Factors leading to it may include, but are not limited to, risks related to the COVID-19 pandemic on the global economy and financial markets, uncertainties related to the impact of the COVID-19 pandemic on Nielsen’s business, capital markets generally and whether the issuers will complete the Offering, the intended use of proceeds, Nielsen’s plan to spin off from Nielsen Global Connect, the expected benefits and costs of the spin-off transaction, the expected timing of completion of the Split Transaction, Nielsen’s ability to complete the Split Transaction taking into account the various conditions to completion of the Split Transaction (some of which are beyond Nielsen’s control, including conditions regulatory approvals), business disruption during or after the spin-off transaction, diversion of management’s time on matters related to the spin-off transaction, failure to obtain approval required of shareholders for the spin-off transaction, retention of members of the existing management team, reaction of customers and other parties to the spin-off transaction, qualification of the spin-off transaction as a non-taxable transaction for the purposes U.S. federal income tax (including whether or not an IRS ruling will be rendered), potential costs of dissynergy between Nielsen Global Connect and Nielsen Global Media, impact of the spin-off transaction on relationships with customers, suppliers, employees and other business counterparties, general economic conditions, conditions in the markets Nielsen is engaged in, the behavior of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules affecting Nielsen’s business and other specific risk factors that are described in our documents and disclosure materials, which you can find at http://www .nielsen.com/investors, such as our 10-K, 10-Q and 8-K reports that have been filed with the Securities and Exchange Commission, as well as the registration statement on Form 10 filed by Nielsen SpinCo BV with the Securities and Exchange Commission in connection with the Split Transaction. Please consult these documents for a more complete understanding of these risks and uncertainties. This list of factors is not intended to be exhaustive. These forward-looking statements speak only as of the date of this press release, and we undertake no obligation to update any written or oral forward-looking statements made by us or on our behalf as a result of new information, future events or other factors. , unless required by law.

About Nielsen

Nielsen Holdings plc (NYSE: NLSN) is a global measurement and data analytics company that provides the most comprehensive and trusted view available of consumers and markets around the world. Nielsen is divided into two business units. Nielsen Global Media provides the media and advertising industries with unbiased and trusted metrics that create the shared industry understanding necessary for markets to function. Nielsen Global Connect provides manufacturers and retailers of consumer packaged goods with accurate, actionable information and insights, and a complete picture of the complex and changing market that businesses need to innovate and grow.

Our approach combines Nielsen proprietary data with other data sources to help customers around the world understand what’s happening now, what’s happening next, and how best to act on that knowledge.

An S&P 500 company, Nielsen is present in approximately 100 countries, covering more than 90% of the world’s population. For more information, visit www.nielsen.com.

SOURCE Nielsen Holdings plc

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