Item 1.01
|
Entry into a Material Definitive Agreement.
|
The Nielsen Company (US), LLC (Nielsen), a subsidiary of the registrant, amended its Second Amended and Restated Master Services Agreement (the
MSA), dated as of October 1, 2017 and effective as of January 1, 2017 (the Effective Date), with Tata America International Corporation and Tata Consultancy Services Limited (jointly, TCS) by executing
Amendment Number One (the Amendment) with TCS, dated as of July 1, 2019 and effective as of January 1, 2019 (the Amendment Effective Date). The Amendment reduces the amount of services Nielsen has committed to
purchase from TCS from the Amendment Effective Date through the remaining term of the MSA (the Minimum Commitment) to $1.413 billion, including a commitment to purchase at least $275 million in services during 2019, at least
$250 million in services during 2020, $184.3 million in services per year from 2021 through 2024, and $137.8 million in services in 2025 (in each of the foregoing cases, the Annual Commitment). TCSs charges under
existing and future statements of work (SOW) pursuant to the MSA will continue to be credited against the Minimum Commitment and the Annual Commitment and the occurrence of certain events, some of which also provide Nielsen with the
right to terminate the Agreement or SOWs, as applicable, will continue to be available to reduce the Minimum and Annual Commitment Amounts as they occur. The parties also agreed to certain other commercial terms. However, the other material terms of
the MSA as reflected in the MSA and as previously disclosed remain unchanged.
Forward-looking Statements
This report 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 may be identified by words such as will, intend, expect, anticipate, should, could, shall, 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 limitations, 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 Nielsens business and specific risk factors discussed in other
releases and public filings made by the company (including those described in the forward-looking statements can be found under the section entitled Part IItem 1A. Risk Factors of the companys Annual Report
on Form 10-K for
the fiscal year ended December 31, 2018, and other filings the company makes with the Securities and Exchange Commission). This list of factors is not intended to be exhaustive.
Such forward-looking statements only speak as of the date of this report, 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 may be required by law.