| Item 7.01 | Regulation FD Disclosure. |
Pricing of Senior Notes Offering
On September 10, 2020, Nielsen Holdings plc (“Nielsen”) issued a press release announcing the pricing of the private placement (the “Offering”) by its indirect wholly owned subsidiaries, Nielsen Finance LLC and Nielsen Finance Co. (the “Issuers”), of $1 billion aggregate principal amount of 5.625% senior notes due 2028 and $750 million aggregate principal amount of 5.875% senior notes due 2030 (together, the “Notes”) and the delivery of a conditional notice of redemption to partially redeem the 2022 Notes (as defined below). The full text of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Redemption of Additional 2022 Notes
On October 10, 2020 (the “Partial Redemption Date”), Nielsen expects the Issuers to redeem $750 million of the $2,300 million outstanding aggregate principal amount of their 5.000% senior notes due 2022 (the “2022 Notes” and the amount of the 2022 Notes to be redeemed, the “Redeemed Notes”), 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, at a redemption price equal to 100% of the principal amount of such 2022 Notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the Partial Redemption Date. Together with the partial redemption of the 2022 Notes that Nielsen expects to occur on October 9, 2020 (as previously disclosed in its Current Report on Form 8-K filed on September 9, 2020), the partial redemption of the 2022 Notes is expected to result in $825 million aggregate principal amount of 2022 Notes remaining outstanding. The redemption is conditioned on the completion of the offering of the Notes and the receipt of at least $1,750 million in gross proceeds therefrom.
Forward Looking Statements
This Current Report on Form 8-K 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 redemption of 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 or the redemption, the anticipated use of proceeds, Nielsen’s plan to spin-off Nielsen Global Connect, the expected benefits and costs of the spin-off transaction, the expected timing of completion of the spin-off transaction, the ability of Nielsen to complete the spin-off transaction considering the various conditions to the completion of the spin-off transaction (some of which are outside Nielsen’s control, including those conditions related to regulatory approvals), business disruption during the pendency of or following the spin-off transaction, diversion of management time on the spin-off transaction-
