Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 24, 2020

NIELSEN HOLDINGS PLC

(Exact name of registrant as specified in its charter)

England and Wales

001-35042

98-1225347

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


85 Broad Street New York, New York 10004 OxfordshireUnited Kingdom +1 (646) 654-5000		Nielsen House John Smith Drive Oxford Oxfordshire OX4 2WB United Kingdom +1 (646) 654-5000

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading

Symbol(s)

Name of each exchange

on which registered

Ordinary Shares, par value €0.07 per share

NLSN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry Into a Material Definitive Agreement

On September 24, 2020, Nielsen Finance LLC (“Nielsen LLC”), an indirect wholly owned subsidiary of Nielsen Holdings plc (the “Company”), Nielsen Finance Co. (“Nielsen Co.” and together with Nielsen LLC and not any of their subsidiaries, the “Issuers”), an indirect wholly owned subsidiary of the Company, issued $1 billion aggregate principal amount of 5.625% Senior Notes due 2028 (the “2028 Notes”), which mature on October 1, 2028, and $750 million aggregate principal amount of its 5.875% Senior Notes due 2030 (the “2030 Notes” and together with the 2028 Notes, the “Notes”), which mature on October 1, 2030. The 2028 Notes were issued pursuant to an Indenture, dated September 24, 2020, among the Issuers, the Guarantors (as defined below) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”) (the “2028 Indenture”), and the 2030 Notes were issued pursuant to an Indenture, dated September 24, 2020, among the Issuers, the Guarantors and the Trustee (the “2030 Indenture” and together with the 2028 Indenture, the “Indentures”). The Notes are guaranteed by the Company, Valcon Acquisition B.V. (“Valcon”), Nielsen Holding and Finance B.V. (“Nielsen HF” and together with Valcon and the Issuers, the “Covenant Parties”) and each of their direct and indirect wholly owned subsidiaries that guarantee, or are borrowers under, the Company’s senior credit facilities, other than the Issuers (the “Guarantors”).

The Issuers will pay interest on the 2028 Notes at a rate of 5.625% per annum and on the 2030 Notes at a rate of 5.875% per annum, in each case semiannually on the interest payment dates provided in the applicable Indenture.

The Issuers may redeem some or all of the 2028 Notes at any time prior to October 1, 2023, at a price equal to 100% of the principal amount of such 2028 Notes redeemed, plus an “applicable premium,” as described in the 2028 Indenture and, without duplication, accrued and unpaid interest thereon, if any, to but excluding the applicable redemption date. The Issuers may redeem the 2028 Notes at any time on and after October 1, 2023, at the redemption prices set forth in the 2028 Indenture, plus accrued and unpaid interest thereon, if any, to but excluding the applicable redemption date. In addition, the Issuers may redeem up to 40% of the 2028 Notes prior to October 1, 2023, with the proceeds of certain equity offerings and/or certain dispositions of business units of the Company at a redemption price equal to 105.625% of the aggregate principal amount of such 2028 Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to but excluding the applicable redemption date.

The Issuers may redeem some or all of the 2030 Notes at any time prior to October 1, 2025, at a price equal to 100% of the principal amount of such 2030 Notes redeemed, plus an “applicable premium,” as described in the 2030 Indenture and, without duplication, accrued and unpaid interest thereon, if any, to but excluding the applicable redemption date. The Issuer may redeem the 2030 Notes at any time on or after October 1, 2025, at the redemption prices set forth in the 2030 Indenture, plus accrued and unpaid interest thereon, if any, to but excluding the applicable redemption date. In addition, the Issuers may redeem up to 40% of the 2030 Notes prior to October 1, 2025, with the proceeds of certain equity offerings and/or certain sales of business units of the Company at the redemption price each to 105.875% of the aggregate principal amount thereof, plus accrued but unpaid interest thereon, if any, to but excluding the applicable redemption date.

The Indentures each contain covenants that limit the ability of the Covenant Parties and their restricted subsidiaries to, among other things: (i) create liens on certain assets to secure debt; (ii) consolidate, merge, wind up, sell or otherwise dispose of all or substantially all their assets; and (iii) enter into sale-leaseback transactions. These covenants are subject to a number of important limitations and exceptions. The Indentures also each provide for events of default, which, if any of them occurs and is continuing, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Notes to be due and payable immediately.

As previously disclosed on the Company’s Current Report on Form 8-K filed on September 9, 2020, the Company’s Current Report on Form 8-K filed on September 10, 2020, and the press releases attached thereto, the Company expects to redeem $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, and (ii) $1,475 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, in each case with the net proceeds of the Notes. The partial redemption of the Redeemed Notes is expected to result in $150 million aggregate principal amount of 2021 Notes and $825 million aggregate principal amount of 2022 Notes remaining outstanding.

The foregoing descriptions of the Notes and the Indentures do not purport to be complete and are qualified in their entirety by reference to each of the Indentures, which are attached hereto as Exhibits 4.1 and 4.2, and the forms of notes, which are attached hereto as Exhibits 4.3 and 4.4 and which are incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 above is hereby incorporated by reference into this Item 2.03.

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits


Exhibit No.		Exhibit Description

Exhibit 4.1		Indenture, dated September 24, 2020, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as Trustee.

Exhibit 4.2		Indenture, dated September 24, 2020, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors (as defined therein) and Deutsche Bank Trust Company Americas, as Trustee.

Exhibit 4.3		Form of 5.625% Senior Note due 2028 (included as Exhibit A to Exhibit 4.1 hereto).

Exhibit 4.4		Form of 5.875% Senior Note due 2030 (included as Exhibit A to Exhibit 4.2 hereto).

Exhibit 104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 24, 2020