| 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.
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