Exhibit 99.1
Nielsen Announces $1 Billion Debt Offering and Delivery of Conditional Notice of Partial Redemption of its 5.500% Senior Notes due 2021 and its 5.000% Senior Notes due 2022
New York, New York – September 9, 2020 – Nielsen Holdings plc (NYSE: NLSN) (“Nielsen”) today announced that its indirect wholly owned subsidiaries, Nielsen Finance LLC and Nielsen Finance Co. (the “Issuers”), are proposing to issue $500 million aggregate principal amount of senior notes due 2028 and $500 million aggregate principal amount of senior notes due 2030 (collectively, the “Notes”) in a private offering (the “Offering”) that is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
Nielsen’s wholly owned subsidiary, The Nielsen Company (Luxembourg) S.à r.l., also delivered a Conditional Notice of Partial Redemption to holders of its 5.500% senior notes due 2021 (the “2021 Notes”) to partially redeem $275 million of the 2021 Notes at a redemption price of 100% of the aggregate principal amount of such 2021 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date, and the Issuers delivered a Conditional Notice of Partial Redemption to holders of their 5.000% senior notes due 2022 (the “2022 Notes”) to partially redeem $725 million of the 2022 Notes at a redemption price equal to 100% of the aggregate principal amount of such 2022 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the redemption date. Nielsen intends to use the net proceeds from the proposed Offering plus cash on hand to fund the partial redemptions of the 2021 Notes and the 2022 Notes.
The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and outside the United States, only to non-U.S. investors 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 absent an effective registration statement or an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the Notes, nor does it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful. This news release does not constitute a notice of redemption with respect to the 2021 Notes or the 2022 Notes.
Forward Looking Statements
This news release 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 include those relating to the Offering and the redemptions of the 2021 Notes or the 2022 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. Factors leading thereto may include, without limitation, the risks related to the COVID-19 pandemic on the global economy and financial markets, the uncertainties relating to the impact of the COVID-19 pandemic on Nielsen’s business, the capital markets generally and whether the Issuers will consummate the Offering, the anticipated use of proceeds, Nielsen’s plan to spin-off Nielsen Global Connect, the expected benefits and costs of the spin-off