Exhibit 99.1
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News Release | | ![LOGO](https://capedge.com/proxy/8-K/0001193125-21-171297/g56592g0524023632541.jpg) |
Investor Relations: Sara Gubins, +1 646 654 8153
Nielsen Prices $625 Million of 4.500% Senior Notes Due 2029 and $625 Million of 4.750% Senior Notes Due 2031
New York, New York – May 24, 2021 – Nielsen Holdings plc (NYSE: NLSN) (“Nielsen”) today announced that its indirect wholly owned subsidiaries, Nielsen Finance LLC and Nielsen Finance Co. (the “Issuers”), priced $625 million aggregate principal amount of 4.500% senior notes due 2029 (the “2029 Notes”) and $625 million aggregate principal amount of 4.750% senior notes due 2031 (the “2031 Notes,” and collectively, with the 2029 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 May 28, 2021, subject to customary closing conditions. The 2029 Notes will mature on July 15, 2029 and the 2031 Notes will mature on July 15, 2031, unless earlier redeemed or repurchased.
Nielsen intends to apply the net proceeds of the Offering plus cash on hand to (i) prepay all of the Dollar Term B-5 Loans outstanding under that certain credit agreement, dated as of June 4, 2020, by and among Nielsen Finance LLC, Nielsen Holding and Finance B.V. (“Nielsen HF”), the guarantors party thereto from time to time, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as administrative agent (as amended by Amendment No. 1, dated as of July 21, 2020, among Nielsen Finance LLC, Nielsen HF, the guarantors party thereto, the lenders party thereto and Citibank, N.A., as administrative agent and Amendment No. 2, dated as of September 9, 2020, among Nielsen Finance LLC, Nielsen HF, the guarantors party thereto, the lenders party thereto and Citibank, N.A., as administrative agent) (the “TLB credit agreement”), (ii) prepay all of the Class B-2 Euro Term Loans outstanding under the Sixth Amended and Restated Credit Agreement, dated as of July 21, 2020, by and among Nielsen Finance LLC, TNC (US) Holdings Inc., Nielsen HF, the guarantors party thereto from time to time, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as administrative agent and (iii) prepay all of the Euro Term B-3 Loans outstanding under the TLB credit agreement, in each case, at a prepayment price equal to par plus accrued and unpaid interest.
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 in 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.