| Item 1.01 | Entry into a Material Definitive Agreement. |
Amendment No. 1 to the 2020 Credit Agreement
On July 21, 2020, Nielsen Finance LLC (“Nielsen Finance”), a wholly owned subsidiary of Nielsen Holdings plc (“Parent”) and Nielsen Holding and Finance B.V. (the “Dutch Borrower”) entered into Amendment No. 1 (“Amendment No. 1”), relating to its Credit Agreement, dated as of June 4, 2020, by and among Nielsen Finance and the Dutch Borrower, as borrowers, the guarantors party thereto, the lenders and agents party thereto from time to time, and Citibank, N.A., as administrative agent (the “2020 Credit Agreement”). Pursuant to Amendment No. 1, the Dutch Borrower incurred new Euro Term B-3 Loans in an aggregate principal amount of €240,000,000 (the “Incremental Euro Term B-3 Loans”), thereby increasing the outstanding amount of existing Euro Term B-3 Loans under the 2020 Credit Agreement to approximately €660,000,000. The proceeds of the Incremental Euro Term B-3 Loans were used by Nielsen to prepay the Class B-2 Euro Term Loans under the Existing Credit Agreement (as defined below) in an aggregate principal amount of €240,000,000 and all accrued interest and expenses.
The Incremental Euro Term B-3 Loans are subject to the same terms, maturity date and interest rate as the existing Euro Term B-3 Loans. The Incremental Euro Term B-3 Loans are subject to customary affirmative and negative covenants and events of default.
Amendment Agreement to the Fifth Amended and Restated Credit Agreement
On July 21, 2020, Nielsen Finance entered into an Amendment Agreement (the “Amendment Agreement”) amending and restating its Fifth Amended and Restated Credit Agreement, dated as of June 29, 2018, by and among Nielsen Finance, TNC (US) Holdings Inc. and the Dutch Borrower, as borrowers, the guarantors party thereto, the lenders and agents party thereto from time to time, and Citibank, N.A., as administrative agent (as amended before July 21, 2020, the “Existing Credit Agreement”). The Existing Credit Agreement, as amended pursuant to the Amendment Agreement, is referred to herein as the “Sixth A&R Credit Agreement.” The modifications in the Sixth A&R Credit Agreement primarily conform the covenants and certain other terms to the terms of the 2020 Credit Agreement. The Sixth A&R Credit Agreement expressly permits actions in connection with and resulting in the disposition of Nielsen Global Connect, which provides consumer packaged goods manufacturers and retailers with actionable information and a complete picture of the complex and changing marketplace that companies need to innovate and grow their businesses (the “Connect Business”), including by way of a separation of the Connect Business, as previously announced by Parent.
Certain of the lenders under the Existing Credit Agreement and the 2020 Credit 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.
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