NEW
YORK, Nov. 2, 2022 /PRNewswire/ -- Neptune
BidCo US Inc. (the "Issuer" or the "Company"), an
affiliate of Nielsen Holdings Limited ("Nielsen"), announced
today that, subject to market conditions and other factors, it
intends to offer $1,960,000,000
aggregate principal amount of Senior Secured Notes due 2029 (the
"Notes"). The Issuer intends to use the proceeds from the
offering together with cash on hand to refinance in full its
secured bridge term facility entered into in connection with the
acquisition of Nielsen (the "Acquisition") by the Issuer and
its parent company, Neptune Intermediate Jersey Limited (together,
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 offered and sold in a private placement to
persons reasonably believed to be qualified institutional buyers
pursuant to Rule 144A under the Securities Act of 1933, as amended
(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 or any
state securities laws 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.
Forward-Looking Statements
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, including regarding the Acquisition. Factors leading
thereto may include, without limitation, the risks related to
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 and its announcement 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 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://www.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.
About Nielsen
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 or
www.nielsen.com/investors and connect with us on social media
(Twitter, LinkedIn, Facebook and Instagram).
Investor Relations: Sara
Gubins, +1 646 283 7571;
sara.gubins@nielsen.com
Media Relations: Connie Kim, +1 240 274 9999;
connie.kim@nielsen.com
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SOURCE Nielsen Holdings plc
