Item 7.01 Regulation FD Disclosure.
Launch of Senior Notes Offering
On September 9, 2020, Nielsen Holdings plc ("Nielsen") issued a press release
announcing that its indirect wholly owned subsidiaries, Nielsen Finance LLC and
Nielsen Finance Co. (the "Issuers"), proposed to offer, through a private
placement, $500 million aggregate principal amount of senior notes due 2028 and
$500 million aggregate principal amount of senior notes due 2030 (collectively,
the "Notes") in a private offering (the "Offering") that is exempt from the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act").
Redemption of 2021 Notes and 2022 Notes
On October 9, 2020 (the "Partial Redemption Date"), Nielsen expects to redeem
(i) $275 million of the $425 million outstanding aggregate principal amount of
the 5.500% senior notes due 2021 (the "2021 Notes") issued by its wholly owned
subsidiary, The Nielsen Company (Luxembourg) S.à r.l., pursuant to that certain
Indenture, dated as of September 27, 2013, between The Nielsen Company
(Luxembourg) S.à r.l., the guarantors from time to time party thereto and
Deutsche Bank Trust Company Americas, as trustee, at a redemption price equal to
100% of the aggregate principal amount of such 2021 Notes to be redeemed, plus
accrued and unpaid interest thereon to, but excluding, the Partial Redemption
Date and (ii) $725 million of the $2,300 million outstanding aggregate principal
amount of its 5.000% senior notes due 2022 (the "2022 Notes" and the amount of
the 2022 Notes to be redeemed, together with the amount of the 2021 Notes to be
redeemed, the "Redeemed Notes") issued by the Issuers pursuant to that certain
Indenture, dated as of April 11, 2014, between the Issuers, the guarantors from
time to time party thereto and Delaware Trust Company (formerly known as the Law
Debenture Trust Company of New York), as trustee, at a redemption price equal to
100% of the aggregate principal amount of such 2022 Notes to be redeemed, plus
accrued and unpaid interest thereon to, but excluding, the Partial Redemption
Date. The partial redemption of the Redeemed Notes is expected to result in
$150 million aggregate principal amount of 2021 Notes and $1,575 million
aggregate principal amount of 2022 Notes remaining outstanding. The redemption
is conditioned on the completion of the Offering and the receipt of at least
$1,000 million in gross proceeds therefrom.
On September 9, 2020, Nielsen issued a press release announcing the launch of
the Offering and the delivery of conditional notices of redemption to partially
redeem the 2021 Notes and the 2022 Notes, as applicable. The full text of the
press release is furnished herewith as Exhibit 99.1 and incorporated herein by
reference solely for purposes of this Item 7.01.
Unaudited Pro Forma Financial Information
In connection with the Offering and Nielsen's previously announced plan to
spin-off its Global Connect business, Nielsen is disclosing certain unaudited
pro forma financial information. This unaudited pro forma financial information
is furnished herewith as Exhibit 99.2 and is incorporated herein by reference
solely for purposes of this Item 7.01.
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The information in Item 7.01 of this Current Report on Form 8-K is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liability of such section or incorporated by reference in any
filing under the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such a filing.
Forward Looking Statements
This Current Report on Form 8-K includes information that could constitute
forward-looking statements made pursuant to the safe harbor provision of the
Private Securities Litigation Reform Act of 1995. These statements include those
relating to the Offering and the redemptions of the 2021 Notes or the 2022
Notes, as well as those that may be identified by words such as "will,"
"intend," "expect," "anticipate," "should," "could" and similar expressions.
These statements are subject to risks and uncertainties, and actual results and
events could differ materially from what presently is expected. Factors leading
thereto may include, without limitation, the risks related to the COVID-19
pandemic on the global economy and financial markets, the uncertainties relating
to the impact of the COVID-19 pandemic on Nielsen's business, the capital
markets generally and whether the Issuers will consummate the Offering or the
redemptions, the anticipated use of proceeds, Nielsen's plan to spin-off Nielsen
Global Connect, the expected benefits and costs of the spin-off transaction, the
expected timing of completion of the spin-off transaction, the ability of
Nielsen to complete the spin-off transaction considering the various conditions
to the completion of the spin-off transaction (some of which are outside
Nielsen's control, including those conditions related to regulatory approvals),
business disruption during the pendency of or following the spin-off
transaction, diversion of management time on the spin-off transaction-related
issues, failure to receive the required shareholder approval of the spin-off
transaction, retention of existing management team members, the reaction of
customers and other parties to the spin-off transaction, the qualification of
the spin-off transaction as a tax-free transaction for U.S. federal income tax
purposes (including whether or not an IRS ruling will be obtained), potential
dis-synergy costs between Nielsen Global Connect and Nielsen Global Media, the
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, 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 outlined in our disclosure filings and materials, which you can find on
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 B.V. with the
Securities and Exchange Commission in connection with the spin-off 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. Such
forward-looking statements only speak as of the date of this Current Report on
Form 8-K, and we assume no obligation to update any written or oral
forward-looking statement made by us or on our behalf as a result of new
information, future events or other factors, except as required by law.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits (furnished solely for purposes of Item 7.01 of this Form 8-K).
Exhibit
No. Description
Exhibit 99.1 Press Release, dated September 9, 2020.
Exhibit 99.2 Unaudited Pro Forma Financial Information.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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