Item 1.01
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Entry into a Material Definitive Agreement.
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On June 29, 2018, Nielsen Finance LLC
(Nielsen Finance), a wholly-owned subsidiary of Nielsen Holdings plc, entered into Amendment No. 4 (Amendment No. 4) relating to its Fourth Amended and Restated Credit Agreement, dated as of April 22, 2014, by
and among Nielsen Finance, the other borrowers party thereto, the guarantors party thereto, the lenders and agents party thereto from time to time, and Citibank, N.A., as administrative agent (as amended prior to June 29, 2018, the
Existing Credit Agreement). The Existing Credit Agreement, as amended pursuant to Amendment No. 4, is referred to herein as the Amended Credit Agreement. Among other things, Amendment No. 4 permits Nielsen Finance
and the other borrowers to obtain certain credit facilities under the Amended Credit Agreement that refinance or replace existing credit facilities under the Amended Credit Agreement.
On June 29, 2018, following effectiveness of Amendment No. 4, Nielsen Finance, the other borrowers party thereto, the guarantors
party thereto, the lenders party thereto and Citibank, N.A., as administrative agent, entered into an Amendment Agreement to amend and restate the Amended Credit Agreement. The Amended Credit Agreement, as amended and restated pursuant to the
Amendment Agreement, is referred to herein as the Amended and Restated Credit Agreement.
Among other things, the Amendment
Agreement provides for: (i) refinancing and replacing the existing Tranche A Revolving Credit Facility with a new Tranche A Revolving Credit Facility having commitments in an aggregate principal amount of $850,000,000; (ii) refinancing and
replacing the existing Class A Term Loans with new Class A Term Loans in an aggregate principal amount of $1,125,000,000; (iii) refinancing and replacing the existing
Class B-2
Euro Term
Loans with new
Class B-2
Euro Term Loans in an aggregate principal amount of 545,245,518; and (iv) incurring incremental term loans in the form of
Class B-4
Term Loans in an aggregate principal amount of $75,000,000.
The proceeds of loans
under each replacement facility were used to replace or refinance the entire outstanding principal amount of loans under the existing facility that was replaced, and the proceeds of the incremental
Class B-4
Term Loans, together with a portion of the proceeds of the
Class B-2
Euro Term Loans in excess of the amount of the existing
Class B-2
Euro Term Loans that were replaced, were used to prepay the amount of existing Class A Term Loans in excess of the amount of new Class A Term Loans.
The new Class A Term Loans will mature in full on July 9, 2023 and are required to be repaid in quarterly installments in an
aggregate amount equal to 0.625% of the original principal amount of the Class A Term Loans for each of the first eight quarters following the effective date of the Amendment Agreement, 1.25% of the original principal amount of the Class A
Term Loans for each of the subsequent eight quarters and 2.50% of the original principal amount of the Class A Term Loans for each of the subsequent three quarters, with the balance payable on July 9, 2023. The new
Class B-2
Euro Term Loans will mature in full on October 4, 2023 and are required to be repaid in equal quarterly installments in an aggregate amount equal to 0.25% of the original principal amount of the
Class B-2
Euro Term Loans, with the balance payable on October 4, 2023. The
Class B-4
Term Loans will mature in full on October 4, 2023 and are required to
be repaid in equal quarterly installments in an aggregate amount equal to 0.25252525% of the original principal amount of the
Class B-4
Term Loans, with the balance payable on October 4, 2023. The
new Tranche A Revolving Credit Facility matures on July 9, 2023.
The new Class A Term Loans and loans under the new Tranche A
Revolving Credit Facility bear interest at a rate per annum equal to, at the election of Nielsen Finance, (i) a base rate or eurocurrency rate, plus (ii) an applicable margin determined by reference to the ratio of total net debt to
consolidated EBITDA of the borrowers and their restricted subsidiaries, which varies from 0.25% to 1.00%, in the case of base rate loans, and from 1.25% to 2.00%, in the case of eurocurrency rate loans. The
Class B-2
Euro Term Loans bear interest at a rate per annum equal to (i) a eurocurrency rate plus (ii) an applicable margin equal to 2.50%. The
Class B-4
Term Loans bear interest at a rate per annum equal to, at the election of Nielsen Finance, (i) a base rate or eurocurrency rate, plus (ii) an applicable margin, which is equal to
2.00%, in the case of eurocurrency loans, or 1.00%, in the case of base rate loans.
The Amended and Restated Credit Agreement contains
substantially the same affirmative and negative covenants as those of the Existing Credit Agreement, except the exceptions to the restrictions on restricted payments and investments that are determined by reference to the Total Leverage Ratio (as
defined in the Amended and Restated Credit Agreement) were amended to increase the applicable limits.
Certain of the lenders under the
Amendment Agreement, or their affiliates, have provided, and may in the future from time to time provide, certain commercial and investment banking, financial advisory and other services in the ordinary course of business for the registrant and its
affiliates, for which they have in the past and may in the future receive customary fees and commissions.
The foregoing descriptions of
Amendment No. 4 and the Amendment Agreement do not purport to be complete and are qualified in their entirety by reference to Amendment No. 4 and the Amendment Agreement, which are attached as Exhibit 4.1 and Exhibit 4.2 to this
Current Report on Form
8-K,
respectively, and are incorporated herein by reference.