New York – February 6, 2023 – Neptune BidCo US Inc. (the “Issuer”), an affiliate of Nielsen Holdings Limited (“Nielsen”), announced today that, subject to market conditions and other factors, it intends to commence a private add-on offering of $500,000,000 aggregate principal amount of 9.290% Senior Secured Notes due 2029 (the “Notes”). The Issuer intends to use the proceeds from the offering together with cash on hand to refinance a portion of its senior secured term A loan facility entered into in connection with the acquisition of Nielsen (the “Acquisition”) by the Issuer and its parent company, Neptune Intermediate LLC (formerly known as Neptune Intermediate Jersey Limited) (together with the Issuer, the “Purchasing Entities”). The Purchasing Entities were newly-formed entities established by a consortium of private investment funds led by Evergreen Coast Capital Corporation, an affiliate of Elliott Investment Management L.P. (together with its advisory affiliates, “Elliott”), and Brookfield Business Partners L.P. together with institutional partners (together with Elliott, the “Sponsors”).
The Notes will be issued as additional notes under the existing indenture of the Issuer dated as of November 16, 2022 (the “Indenture”) and will constitute the same series of securities as the $1,960,000,000 9.290% Senior Secured Notes due 2029 issued by the Issuer on November 16, 2022 (the “Existing Notes”). Other than with respect to the date of issuance and the offering price, the Notes will have the same terms as the Existing Notes, and the Notes and the Existing Notes will be treated as a single class for all purposes under the Indenture. Except with respect to Notes offered pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), the Notes will have the same CUSIP and ISIN numbers as, and will be fungible with, the Existing Notes immediately upon issuance.
The Notes will be offered and sold in a private placement only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The Notes will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons absent registration under, or an applicable exemption from, the registration requirements of the Securities Act and applicable state securities laws.
This press release is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy the Notes. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful. Any offers of the Notes will be made only by means of a private offering memorandum.
This communication includes information that could constitute forward-looking statements. These statements include those set forth above relating to the issuance of the 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 Ukraine conflict or the COVID-19 pandemic on the global economy and financial markets, the uncertainties relating to the impact of the Ukraine conflict or the COVID-19 pandemic on Nielsen’s business, the failure of Nielsen’s new business strategy in accomplishing Nielsen’s objectives, economic or other conditions in the markets Nielsen is engaged in, impacts of actions and behaviors of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules and processes affecting Nielsen’s business, the risk that the Sponsors will not realize the expected benefits of the Acquisition, the risk of any unexpected costs or expenses resulting from the Acquisition, the risk of any litigation relating to the Acquisition, the risk that the Acquisition could have an adverse effect on the ability of Nielsen to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, shareholders and other business relationships and on its operating results and business generally, the risk that issues related to the Acquisition could distract management of Nielsen, and other specific risk factors that are outlined in Nielsen’s disclosure filings and materials, which you can find on http://preprod.nielsen.com/investors, such as its 10-K, 10-Q and 8-K reports that have been previously filed with the Securities and Exchange Commission. 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 these materials, and Nielsen assumes no obligation to update any written or oral forward-looking statement made by Nielsen or on its behalf as a result of new information, future events or other factors, except as required by law.
Nielsen shapes the world’s media and content as a global leader in audience measurement, data and analytics. Through our understanding of people and their behaviors across all channels and platforms, we empower our clients with independent and actionable intelligence so they can connect and engage with their audiences—now and into the future. Nielsen operates around the world in more than 55 countries. Learn more at www.nielsen.com and connect with us on social media (Twitter, LinkedIn, Facebook and Instagram).