A private equity consortium led by Brookfield Business Partners L.P. (NYSE:BBU) and Evergreen Coast Capital Corp. entered into a definitive agreement to acquire Nielsen Holdings plc (NYSE:NLSN) from Elliott Investment Management L.P. and others for $10.1 billion on March 28, 2022. The buyers are paying $28 per share in an all-cash transaction valued at approximately $16 billion, including the assumption of debt. The Consortium has secured fully committed debt and equity financing, including an approximately $5.7 billion equity commitment from the Consortium consisting of Evergreen and Brookfield. Debt commitments to Evergreen and Brookfield were provided by Bank of America, Barclays, Credit Suisse, Mizuho Securities USA LLC, HSBC Bank USA National Association, KKR Capital Markets, Citi, Nomura Securities International Inc., and Ares Capital Management LLC. The purchaser has obtained commitments for debt financing consisting of a $6.35 billion secured term loan facility, $650 million secured revolving facility, a $2 billion secured bridge facility and a $2.15 billion unsecured bridge facility on the terms set forth in a debt commitment letter. The transaction agreement provides for a “go-shop” period, during which Nielsen – with the assistance of its financial advisors, J.P. Morgan and Allen & Company, and its legal advisors – will actively solicit, evaluate and potentially enter into negotiations with parties that offer alternative acquisition proposals. The go-shop period expires 45 days after Nielsen's entry into the transaction agreement. Following that period, Nielsen will be permitted to continue discussions and enter into or recommend a transaction with any person or group that submitted a qualifying proposal during the 45-day period, if the Board determines the proposal is superior to this transaction. A competing bidder who makes a superior proposal would bear a $102 million (1% percent of equity value) termination fee that is payable by Nielsen if Nielsen terminates the transaction agreement with the Consortium to accept such superior proposal. The purchaser will be required to pay Nielsen a termination fee of $511 million.

The Nielsen Board of Directors voted unanimously to support the acquisition proposal. The transaction is subject to approval by Nielsen shareholders, regulatory approvals, consultation with the works council and other customary closing conditions. The transaction will also be subject to UK court approval pursuant to a scheme of arrangement. Alternatively, pursuant to the agreement, the parties may elect instead to complete the transaction pursuant to an agreed-upon tender offer. The obligation of the parties to consummate the Acquisition is subject to the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, as well as the receipt of certain specified foreign antitrust and foreign investment approvals. As of May 13, 2022, Nielsen Holdings plc announced the expiration of the 45-day "go-shop" period. After thorough outreach, no alternative proposals received. As of July 15, 2022, the European Commission (EC) has cleared the deal. Special Meetings of Nielsen Shareholders Scheduled to be held on August 9, 2022. On July 25, 2022, Institutional Shareholder Services, Inc. has recommended that shareholders vote for the proposed transaction. On July 29, 2022, Glass, Lewis & Co., LLC has recommended shareholders vote for the proposal to approve the transaction. As of July 29, 2022, the transaction has received all the necessary governmental regulatory approvals. As of August 9, 2022, the court meeting and the special meeting of its shareholders due to be held today have been postponed. The meetings have been postponed to allow the Consortium to seek to finalize a preliminary agreement with The WindAcre Partnership LLC. As of September 1, 2022, Nielsen shareholders have approved the definitive agreement If the closing conditions are met, the transaction is expected to close in the second half of 2022. As of September 1, 2022, the transaction is expected to close in October 2022. As of October 6, 2022, the transaction is expected to close on October 11, 2022.

J.P. Morgan and Allen & Company LLC are acting as lead financial advisors and fairness opinion providers to Nielsen. PJT Partners is also acting as an advisor to Nielsen. Steven A. Rosenblum and Raaj S. Narayan of Wachtell, Lipton, Rosen & Katz, David Pudge of Clifford Chance LLP, DLA Piper, and Creighton Macy and Alan F. Zoccolillo of Baker McKenzie are serving as legal advisors to Nielsen. Gibson, Dunn & Crutcher LLP and Mark Bardell and Gavin Davies of Herbert Smith Freehills LLP are serving as legal advisors to Evergreen and the Consortium, and Leonard Kreynin, Will Pearce, Joseph Scrace, Corey M. Goodman, Hilary Dengel, Jonathan B. Brown and Mark M. Mendez of Davis Polk & Wardwell LLP acted as the legal advisor to Brookfield. BofA Securities, Barclays, Credit Suisse, Mizuho Securities USA LLC, HSBC Securities (USA) Inc., and Citi are serving as financial advisors to Evergreen and Brookfield. Richard J. Birns, Andrew Kaplan and Kristen P. Poole of Gibson, Dunn & Crutcher LLP acted as legal advisor to Elliott Investment Management L.P. Jeff L. White, Jenine Hulsmann, Niklas Maydell and Nafees Saeed of Weil, Gotshal & Manges LLP acted as legal advisor to Brookfield. Computershare Trust Company, N.A. acted as transfer agent to Nielsen. Innisfree M&A Incorporated acted as proxy solicitor to Nielsen. Nomura Holding America, Inc. acted as financial advisor to Evergreen & Brookfield in the transaction. Henk van Ravenhorst, Arne Grimme and Bernard Spoor of De Brauw Blackstone Westbroek P.C. acted as legal advisor to Evergreen Coast Capital Corp. Schulte Roth & Zabel LLP acted as legal advisor to The WindAcre Partnership LLC.

A private equity consortium led by Brookfield Business Partners L.P. (NYSE:BBU) and Evergreen Coast Capital Corp. completed the acquisition of Nielsen Holdings plc (NYSE:NLSN) from Elliott Investment Management L.P. and others on October 11, 2022. With the completion of the transaction, Nielsen's shares will no longer trade on the New York Stock Exchange beginning Oct 12, 2022.