Exhibit 99.1
Nielsen Prices $1 Billion of 5.625% Senior Notes Due 2028 and $750 Million of 5.875% Senior Notes Due 2030
New York – Sept. 10, 2020 – Nielsen Holdings plc (NYSE: NLSN) (“Nielsen”) today announced that its indirect wholly owned subsidiaries, Nielsen Finance LLC and Nielsen Finance Co. (the “Issuers”), priced $1 billion aggregate principal amount of 5.625% senior notes due 2028 (the “2028 Notes”) and $750 million aggregate principal amount of 5.875% senior notes due 2030 (the “2030 Notes”, and collectively, with the 2028 Notes, 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”).
The closing of the Offering is expected to occur, and the Notes are anticipated to be issued, on or about September 24, 2020, subject to customary closing conditions. The 2028 Notes will mature on October 1, 2028, and the 2030 Notes will mature on October 1, 2030, unless earlier redeemed or repurchased.
On September 10, 2020, 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 $750 million aggregate principal amount 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. This Conditional Notice of Partial Redemption is in addition to the Conditional Notices of Partial Redemption that Nielsen’s wholly owned subsidiary, The Nielsen Company (Luxembourg) S.à r.l., delivered on September 9, 2020 to partially redeem $275 million aggregate principal amount of its 5.500% senior notes due 2021 (the “2021 Notes”) and that the Issuers delivered on September 9, 2020 to partially redeem $725 million aggregate principal amount of the 2022 Notes.
Nielsen intends to use the net proceeds from the Offering plus cash on hand to fund the partial redemptions of $275 million aggregate principal amount of the 2021 Notes and $1,475 million aggregate principal amount of the 2022 Notes in total.
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