UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

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☐		Preliminary Proxy Statement
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☒		Definitive Proxy Statement
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☐		Soliciting Material under Rule 14a-12

NIELSEN HOLDINGS PLC

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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December 23, 2020

Dear Nielsen Shareholder:

You are cordially invited to attend a general meeting of shareholders (the “Nielsen shareholders”) of Nielsen Holdings plc (“Nielsen,” the “Company,” “we” or “us”) (the “Nielsen special meeting”) to be held on February 11, 2021 at 9:00 a.m. (Eastern Time). You may attend online via live webcast at www.virtualshareholdermeeting.com/NLSN2021.

At the Nielsen special meeting, you will be asked to consider and vote upon the proposal (the “Transaction Proposal”) to approve the proposed sale (the “Transaction”) of Nielsen’s Global Connect business (“Connect”) to newly formed entities (collectively, “Purchaser”) which are controlled by investment funds advised by affiliates of Advent International Corporation (“Advent”), pursuant to the terms of the Stock Purchase Agreement, dated as of October 31, 2020, between Nielsen and Purchaser (the “Stock Purchase Agreement”). Specifically, under the Stock Purchase Agreement, we have agreed to sell to Purchaser the equity interests of certain subsidiaries which contain Connect. The purchase price to be paid by Purchaser is (i) $2,700,000,000 in cash, subject to adjustments based on closing levels of cash, indebtedness, debt-like items and working capital, and (ii) a warrant to purchase equity interests in the company that will own Connect following the closing of the Transaction (the “Closing”), exercisable in certain circumstances (the “Warrant”).

Following the Closing, Nielsen will continue to be a public limited company formed under the laws of England and Wales traded on the New York Stock Exchange (the “NYSE”) under the ticker symbol “NLSN” and will continue to operate its Global Media business (“Media”).

The Board of Directors of Nielsen (the “Nielsen Board of Directors”) considered a range of strategic options with respect to Connect and considered a number of factors in evaluating the Transaction. Based on its review, the Nielsen Board of Directors has (i) determined that the transactions contemplated by the Stock Purchase Agreement and the other Transaction Documents (as defined herein), including the Transaction, would be most likely to promote the success of Nielsen for the benefit of the Nielsen shareholders as a whole, (ii) approved the execution, delivery and performance of the Stock Purchase Agreement and the other Transaction Documents and the consummation of the transactions contemplated thereby, including the Transaction, (iii) resolved to recommend that the Nielsen shareholders vote in favor of the Transaction, and (iv) directed that the Transaction be submitted for approval by the Nielsen shareholders at the Nielsen special meeting. The Nielsen Board of Directors recommends that the Nielsen shareholders vote “FOR” the Transaction Proposal.

Your vote is very important, regardless of the number of ordinary shares, €0.07 nominal value per share, of Nielsen (the “Nielsen ordinary shares”) you own. The Transaction Proposal must be approved by a simple majority of the votes cast at the Nielsen special meeting virtually or by proxy. Only Nielsen shareholders who owned Nielsen ordinary shares as of the close of business in New York on December 23, 2020, the record date for the Nielsen special meeting (the “record date”), will be entitled to vote at the Nielsen special meeting.

To vote your shares, you may return your proxy card by mail, submit a proxy via the Internet or by telephone (as specified in the Internet and telephone voting instructions contained in the proxy statement), or attend the Nielsen special meeting and vote online. If your shares are held in the name of a brokerage firm, bank, trust or other nominee, you must instruct the brokerage firm, bank, trust or other nominee how to vote your shares or obtain a proxy, executed in your favor, from that record holder in order to vote at the Nielsen special meeting. Even if you plan to attend the Nielsen special meeting online, we urge you to promptly submit a proxy

for your shares via the Internet or by telephone or by completing, signing, dating and returning the accompanying proxy card by mail. If you attend the Nielsen special meeting and wish to vote online, you may revoke your proxy and vote online.

If you fail to return your proxy by mail, submit a proxy via the Internet or by telephone, attend the Nielsen special meeting and vote online, or give voting instructions to your brokerage firm, bank, trust or other nominee, then your shares will not be counted for determining whether a quorum is present at the Nielsen special meeting, and will not be counted as a vote for or against the Transaction Proposal.

The accompanying proxy statement provides detailed information about the Transaction, Connect and Nielsen. We encourage you to read the accompanying proxy statement, as well as the exhibits and documents incorporated by reference herein, carefully in their entirety.

Thank you for your ongoing support of Nielsen.

Sincerely,

David Kenny

Chief Executive Officer, Chief Diversity Officer

Nielsen Holdings plc

The accompanying proxy statement is dated December 23, 2020, and will be made publicly available at www.proxyvote.com and www.nielsen.com/investors beginning December 23, 2020, and notices of the accompanying proxy statement’s availability will be first sent to Nielsen shareholders on or about December 23, 2020.

NOTICE OF THE SPECIAL MEETING OF THE NIELSEN SHAREHOLDERS

Nielsen Holdings plc

Registered in England and Wales with registered no. 09422989

Notice is hereby given that a general meeting of Nielsen Holdings plc (“Nielsen”) will be held on February 11, 2021 at 9:00 a.m. (Eastern Time) (such meeting, the “Nielsen special meeting”). Holders of ordinary shares, nominal value €0.07 per share (the “Nielsen ordinary shares”), of Nielsen (the “Nielsen shareholders”) will be asked to consider and, if thought fit, pass the following resolutions as ordinary resolutions (the “Resolutions”):

Proposal 1: Transaction Approval

To consider and vote on a proposal (the “Transaction Proposal”) to approve the proposed sale to Indy US BidCo, LLC and Indy Dutch BidCo B.V. (together, “Purchaser”), two newly formed entities which are controlled by investment funds advised by affiliates of Advent International Corporation (“Advent”), pursuant to the terms and subject to the conditions set forth in the Stock Purchase Agreement, dated as of October 31, 2020 (the “Stock Purchase Agreement”), between Nielsen and Purchaser, of the equity interests of certain Nielsen subsidiaries that contain Nielsen’s Global Connect business (such business, “Connect” and such transaction, the “Transaction”).

The language of the resolution is as follows:

RESOLVED, THAT:

 

(A)

upon the unanimous recommendation of the members of the Nielsen Board of Directors and subject to the satisfaction or waiver of the conditions contained in the Stock Purchase Agreement, the Nielsen shareholders hereby approve the Transaction for the purposes of Article 5.3 of the Articles of Association of Nielsen; and

 

(B)

each and any of the members of the Nielsen Board of Directors and the executive officers of Nielsen be and is hereby authorized to conclude and implement the Transaction and to do or procure to be done all such acts and things on behalf of Nielsen and each of its subsidiaries as they may, in their discretion, consider necessary or expedient for the purpose of giving effect to the Transaction with such amendments, modifications, variations or revisions thereto as are not of a material nature.

Board Recommendation

The Nielsen Board of Directors has (i) determined in good faith that the transactions contemplated by the Stock Purchase Agreement and certain other agreements to be entered into in connection with the Transaction (the “Transaction Documents”), including the Transaction, would be most likely to promote the success of Nielsen for the benefit of its shareholders as a whole, (ii) approved the execution, delivery and performance of the Stock Purchase Agreement, the other Transaction Documents and the consummation of the transactions contemplated thereby, including the Transaction, (iii) resolved to recommend that the Nielsen shareholders vote in favor of the Transaction, and (iv) directed that the Transaction be submitted for approval at the Nielsen special meeting.

The Nielsen Board of Directors recommends that the Nielsen shareholders vote “FOR” the Transaction Proposal.

Notes

 

1.

In accordance with Nielsen’s Articles of Association, all resolutions will be taken on a poll. Voting on a poll means that each share represented online or by proxy will be counted in the vote. On June 25, 2020, the Corporate Insolvency and Governance Act 2020 came into force, which relaxed some of the requirements for the holding of and attendance at shareholder meetings held by companies incorporated in England and Wales. On November 26, 2020, the regulations were amended to extend the relevant period for which certain temporary emergency measures in response to the COVID-19 pandemic would apply until March 30, 2021. Consequently, the Nielsen shareholders, including their proxies and corporate representatives, will not be permitted to attend the Nielsen special meeting online and should instead attend online or vote in advance of the Nielsen special meeting by proxy. All resolutions will be proposed as ordinary resolutions, which under applicable law means that each resolution must be passed by a simple majority of the votes cast at the Nielsen special meeting in person or by proxy. Explanatory notes regarding the Resolutions are set out in the relevant sections of the accompanying proxy statement relating to the Resolutions.

 

2.

The results of the polls taken on the Resolutions at the Nielsen special meeting and any other information required by the UK Companies Act 2006 will be made available on Nielsen’s website as soon as reasonably practicable following the Nielsen special meeting and for a period of two years thereafter.

 

3.

To be entitled to attend and vote at the Nielsen special meeting and any adjournment or postponement thereof, shareholders must be registered in the register of members of Nielsen at the close of business in New York on December 23, 2020 (the “record date”). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. If you hold shares through a broker, bank or other nominee, you can attend the Nielsen special meeting and vote by following the instructions you receive from your bank, broker or other nominee.

 

4.

Shareholders are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the Nielsen special meeting. A shareholder may appoint more than one proxy in relation to the Nielsen special meeting; provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A corporate shareholder may appoint one or more corporate representatives to attend and to speak and vote on its behalf at the Nielsen special meeting. A proxy need not be a shareholder of Nielsen.

 

5.

If you are a shareholder of record or hold shares through a broker, bank or other nominee and are voting by proxy through the Internet or by telephone, your vote must be received by 11:59 p.m. (Eastern Time) on February 10, 2021 to be counted. If you are a shareholder of record or hold shares through a broker, bank or other nominee and are voting by mail, your vote must be received by 9:00 a.m. (Eastern Time) on February 9, 2021 to be counted. A shareholder who has returned a proxy instruction is not prevented from attending the Nielsen special meeting online and voting if he/she wishes to do so, but please note that only your vote last cast will count. If you hold shares through Nielsen’s 401(k) plan, the plan trustee, Fidelity Management Trust Company, will vote according to the instructions received from you provided that your instructions are received by 11:59 p.m. (Eastern Time) on February 8, 2021. Your instructions cannot be changed or revoked after that time, and the shares you hold through the 401(k) plan cannot be voted online at the Nielsen special meeting.

 

6.	Unless you hold shares through Nielsen’s 401(k) plan, you may revoke a previously delivered proxy at any time prior to the Nielsen special meeting. You may vote online if you attend the Nielsen special meeting online, and such online vote will be deemed to revoke any previously delivered proxy.

 

7.

Pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”), the accompanying proxy statement and related information prepared in connection with the Nielsen special meeting are available at: www.proxyvote.com and www.nielsen.com/investors. You will need the 16-digit control number included on your Notice of Internet Availability or proxy card in order to access the proxy materials on www.proxyvote.com. These proxy materials will be available free of charge.

 

8.	You may not use any electronic address provided in this Notice of the Special Meeting of Nielsen Shareholders or any related documentation to communicate with Nielsen for any purposes other than as expressly stated.

ABOUT THIS PROXY STATEMENT

This proxy statement constitutes a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended.

You should rely only on the information contained in, or incorporated by reference into, this proxy statement. No one has been authorized to provide you with information that is different from the information contained in, or incorporated by reference into, this proxy statement. This proxy statement is dated December 23, 2020. You should not assume that the information contained in, or incorporated by reference into, this proxy statement is accurate as of any date other than that date (or, in the case of incorporated documents, their respective dates). Our mailing of this proxy statement to the Nielsen shareholders will not create any implication to the contrary.

TABLE OF CONTENTS

 

		Page
SUMMARY			1
Information about Parties to the Transaction			1
The Transaction			2
The Stock Purchase Agreement			3
Financing of the Transaction			7
Ancillary Agreements			7
Regulatory Approvals			8
Certain U.S. Federal Income Tax Consequences of the Transaction; UK Tax Matters			8
Interests of Nielsen Directors and Executive Officers in the Transaction			8
No Appraisal Rights			9
Nielsen Special Meeting			9
QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE SPECIAL MEETING			10
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			15
THE NIELSEN SPECIAL MEETING			16
Date, Time and Place			16
Attendance at the Nielsen Special Meeting			16
Purpose			16
Required Vote			16
Quorum			16
Record Date; Nielsen Shareholders Entitled to Vote			16
Recommendation of the Nielsen Board of Directors			16
Voting by Nielsen’s Directors and Executive Officers			17
Voting by Internet, Telephone or Mail			17
Voting Virtually			17
Treatment of Abstentions; Failure to Vote			17
Shares Held in Street Name			18
Revocability of Proxies			18
Solicitation			18
Assistance			18
Tabulation of Votes			19
Adjournments			19
RISK FACTORS			20
Risks Relating to the Transaction			20
Risks Relating to the Failure to Complete the Transaction			23
PROPOSAL 1: THE TRANSACTION			24
Information about the Parties to the Transaction			24
Background of the Transaction			25
Reasons for the Transaction			32
Recommendation of the Nielsen Board of Directors			35
Transaction Overview			35
The Transaction			35
The Stock Purchase Agreement			35
Purchase Price			35
Closing Date			36
Conditions to the Completion of the Transaction			36
Treatment of Nielsen Equity			39

 

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TABLE OF CONTENTS

(continued)

 

		Page
No Solicitation; Termination Fees			40
Termination			43
Withholding Taxes			43
Representations and Warranties			43
Purchaser R&W Insurance Policy			45
Conduct of Connect Prior to Closing			45
Financing			49
Financing Cooperation Efforts			49
Regulatory Matters			49
Post-Closing Employee Matters			50
Non-Solicitation of Employees			50
European Works Council Consultation			50
Shared Contracts			51
Guarantees			51
Internal Reorganization			52
Survival			52
Indemnification			52
Tax Matters			53
Amendments			53
Specific Performance			53
Governing Law			53
Transaction Documents			53
Transition Services Agreement			53
Intellectual Property Matters Agreement			54
Trademark License Agreement			54
Master Services Agreement			54
Reseller Agreement			54
Warrant Agreement			54
Opinion of Nielsen’s Financial Advisor			55
Other Information			60
Certain Financial Forecasts			61
Regulatory Approvals			64
Interests of Nielsen Directors and Executive Officers in the Transaction			64
Treatment of Nielsen Equity Awards			65
Future Arrangements			65
D&O Indemnification and Insurance			65
Certain U.S. Federal Income Tax Consequences of the Transaction; UK Tax Matters			65
Accounting Treatment			66
Required Vote			66
No Appraisal Rights			66
Financial Information			66
Financial Statements of Nielsen and Connect			66
Unaudited Pro Forma Condensed Consolidated Financial Information of Nielsen			67

 

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TABLE OF CONTENTS

(continued)

 

		Page
COMPARATIVE PER SHARE MARKET PRICE DATA AND DIVIDEND INFORMATION			75
SELECTED HISTORICAL FINANCIAL DATA OF CONNECT			76
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			77
FINANCING OF THE TRANSACTION			80
INCORPORATION BY REFERENCE			82
OTHER MATTERS			83
SUBMISSION OF SHAREHOLDER PROPOSALS			84
WHERE YOU CAN FIND ADDITIONAL INFORMATION			85
INDEX TO FINANCIAL STATEMENTS OF CONNECT			F-1
ANNEX A: STOCK PURCHASE AGREEMENT			A-1
ANNEX B: FAIRNESS OPINION OF NIELSEN’S FINANCIAL ADVISOR			B-1

Presentation of Information

Unless the context otherwise requires, references in this proxy statement to “Nielsen” refer to Nielsen Holdings plc, a public limited company incorporated under the laws of England and Wales, and its subsidiaries (other than, after the Transaction, Connect and its consolidated subsidiaries). Unless the context otherwise requires, references in this proxy statement to “Advent” refer to Advent International Corporation, a Delaware corporation, and its subsidiaries and affiliates, including Indy Dutch BidCo B.V. and Indy US BidCo, LLC, and references in this proxy statement to “Purchaser” refer to Indy Dutch BidCo B.V. and Indy US BidCo, LLC, collectively.

 

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QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE SPECIAL MEETING

 

Why am I receiving this document?

To be entitled to attend and vote at the Nielsen special meeting and any adjournment or postponement thereof, shareholders must be registered in the register of members of Nielsen at the close of business in New York on December 23, 2020 (the “record date”). Changes to the register of members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the Nielsen special meeting. If you hold shares through a broker, bank or other nominee, you can attend the Nielsen special meeting virtually and vote by following the instructions you receive from your bank, broker or other nominee.

 

This document serves as a proxy statement of Nielsen in respect of the Nielsen special meeting, and it provides detailed information about the Nielsen special meeting, the Transaction, the Stock Purchase Agreement, Nielsen, Advent and Connect. Nielsen encourages you to read this document carefully in its entirety.

 

To approve the Transaction, in accordance with Nielsen’s Articles of Association, all resolutions will be taken on a poll. Voting on a poll means that each share represented online or by proxy will be counted in the vote. On June 25, 2020, the Corporate Insolvency and Governance Act 2020 came into force, which relaxed some of the requirements for the holding of and attendance at shareholder meetings held by companies incorporated in England and Wales. On November 26, 2020, the regulations were amended to extend the relevant period for which certain temporary emergency measures in response to the COVID-19 pandemic would apply until March 30, 2021. Consequently, the Nielsen shareholders, including their proxies and corporate representatives, will not be permitted to attend the Nielsen special meeting in person and should instead attend online or vote in advance of the Nielsen special meeting by proxy. All resolutions will be proposed as ordinary resolutions, which under applicable law means that each resolution must be passed by a simple majority of the votes cast at the Nielsen special meeting online

or by proxy. Explanatory notes regarding the Resolutions are set out in the relevant sections of the accompanying proxy materials relating to the Resolutions.

 

What am I being asked to vote on at the Nielsen special meeting?

You are being asked to vote on the Transaction Proposal.

 

 

What will I need in order to attend the Nielsen special meeting?

Nielsen will be hosting the Nielsen special meeting live via the Internet. The Nielsen special meeting will be held on February 11, 2021 at 9:00 a.m. (Eastern Time). You may attend online via live webcast at www.virtualshareholdermeeting.com/NLSN2021.

 

You will need your 16-digit control number included on your Notice of Internet Availability or proxy card. Instructions on how to attend and participate via the internet are posted at www.proxyvote.com

 

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(before the meeting) and www.virtualshareholdermeeting.com/NLSN2021 (during the meeting). The online meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome and Safari) and devices (desktops, laptops, tablets and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection if they intend to participate in the meeting online. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

 

Why do shareholders need to vote?

Your attendance is needed to ensure that a quorum is present and sufficient votes are obtained at the Nielsen special meeting so that the Transaction Proposal can be acted upon. Nielsen cannot complete the Transaction unless the Transaction Proposal is approved by a simple majority of the votes cast at the Nielsen special meeting online or by proxy. Your immediate response on the accompanying proxy card (or your submission of voting instructions by telephone or Internet) will help prevent the need for any further solicitations for a shareholder vote. Your vote is very important to Nielsen regardless of the number of ordinary shares you own.

 

What vote is required for the Nielsen shareholders to approve the Transaction Proposal?

The Transaction Proposal will be proposed as an ordinary resolution and requires the vote of a simple majority of the votes cast at the Nielsen special meeting online or by proxy.

 

Who can vote at the Nielsen special meeting?

Holders of Nielsen ordinary shares on the register of members as of the close of business in New York on the record date may vote at the Nielsen special meeting.

 

What is a quorum?

Two shareholders present virtually or by proxy at the meeting and entitled to vote are a quorum.

 

How many votes do I have?

You are entitled to one vote at the Nielsen special meeting for each share held by you via a bank, broker or other nominee as of the close of business in New York on the record date. As of the close of business on December 22, 2020, the last practicable trading day prior to the date of this proxy statement, there were 357,678,120 Nielsen ordinary shares outstanding and entitled to vote, held by one shareholder of record on the register of members of Nielsen (which amount does not include the number of shareholders whose ordinary shares are held by banks, brokers, or other nominees, but instead all includes all such institutions as one holder). The number of holders is based upon the actual number of holders registered in Nielsen’s records at such date and excludes holders of shares in “street name” or persons, partnerships, associations, corporations or other entities identified in security positions listings maintained by depository trust companies.

 

Why did I receive a one-page notice in the mail regarding the Internet availability of this proxy statement, instead of the full proxy statement?

Pursuant to the rules of the U.S. Securities and Exchange Commission (the “SEC”), Nielsen has elected to provide shareholders access to this proxy statement over the Internet. Nielsen believes that this process will expedite its shareholders’ receipt of materials, lower the costs and

 

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reduce its environmental impact. Accordingly, Nielsen sent a Notice of Internet Availability on or about December 23, 2020 to shareholders of record entitled to vote at the Nielsen special meeting.

 

All shareholders will have the ability to access the proxy statement and other proxy materials on a website referred to in the Notice of Internet Availability and to download printable versions of these materials, or to request and receive a printed set of these materials from us. Instructions on how to access these materials over the Internet or to request a printed copy from Nielsen may be found in the Notice of Internet Availability. Nielsen encourages you to read the proxy statement carefully.

 

How are votes counted?

Abstentions: Votes may be cast in favor of or against or you may abstain from voting. If you intend to abstain from voting for the Transaction Proposal, you will need to check the abstention box for the Transaction Proposal. In determining whether the Transaction Proposal receives the requisite number of affirmative votes, an abstention will not be considered to be a vote in law and will not be counted in the calculation of the votes “FOR” and “AGAINST” the Transaction Proposal.

 

Broker non-votes: Broker non-votes occur when shares held by a bank, broker or other nominee are not voted with respect to a proposal because (1) the bank, broker or other nominee has not received voting instructions from the shareholder who beneficially owns the shares and (2) the bank, broker or other nominee lacks the authority to vote the shares at its/his/her discretion. The Transaction Proposal is considered to be a non-routine matter under New York Stock Exchange rules. Accordingly, any bank, broker or other nominee holding your shares will not be permitted to vote on the Transaction Proposal at the Nielsen special meeting without receiving voting instructions from you. Broker non-votes will not be counted in the calculation of the votes “FOR” and “AGAINST” the Transaction Proposal.

 

If you sign and submit your proxy card (if you received one) without giving specific voting instructions, this will be construed as an instruction to vote the shares as recommended by the Nielsen Board of Directors, so your shares will be voted “FOR” the Transaction Proposal and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted on.

 

Who will count the votes?

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspectors of election.

 

Who will pay for the cost of this proxy solicitation?

Nielsen will pay the cost of soliciting proxies. Nielsen expects to pay approximately $10,000 plus out-of-pocket expenses for Morrow Sodali LLC to assist in soliciting proxies.

 

What are the material terms of the Transaction?

Pursuant to the terms of the Stock Purchase Agreement, Advent will acquire Connect. Specifically, under the Stock Purchase Agreement, Nielsen has agreed to sell the equity interests of certain Nielsen

 

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subsidiaries containing Connect to Purchaser. The purchase price that Purchaser will pay or cause to be paid in connection with the Transaction is $2,700,000,000 in cash, subject to adjustments for cash, debt, debt-like items and working capital as provided for in the Stock Purchase Agreement. In addition, Nielsen will also receive the Warrant as consideration in the Transaction. See the section of this proxy statement entitled “Proposal 1: The Transaction—The Stock Purchase Agreement.”

 

What are the effects of the Transaction?

If the Transaction Proposal is approved by the Nielsen shareholders and the other conditions to the completion of the Transaction as set forth in the Stock Purchase Agreement are satisfied or waived, Nielsen will sell Connect to Purchaser.

 

Will Nielsen cease to exist if the Transaction is completed?

No. Following the completion of the Transaction, Nielsen will continue to exist (though it will no longer own or operate Connect, except for its equity interest represented by the Warrant). Nielsen will continue to own and operate Media following the completion of the Transaction. Following the completion of the Transaction, Connect will be owned and operated by Purchaser, and Nielsen will have no interest in, and receive no income from, Connect (other than as may be recognized from the exercise of the Warrant).

 

What will happen to my shares in Nielsen if the Transaction is completed?

Nothing. The completion of the Transaction will not affect your Nielsen ordinary shares. You will continue to hold those shares you held immediately prior to the Transaction, which will continue to trade on the New York Stock Exchange under the ticker symbol “NLSN.”

 

Will any of the proceeds of the Transaction be distributed to me as a shareholder?

All of the proceeds from the Transaction will be paid to Nielsen. Nielsen currently intends to use the net proceeds from the Transaction to reduce debt.

 

When will the Transaction be completed?

Nielsen is working towards completing the Transaction as quickly as possible and currently expects the Transaction to be completed in the second quarter of 2021. However, the exact timing of the completion of the Transaction cannot be predicted because the Transaction is subject to conditions, including the approval of the Transaction by the Nielsen shareholders and regulatory approvals.

 

What happens if the Transaction Proposal is not approved by the Nielsen shareholders?

Pursuant to the terms of the Stock Purchase Agreement, if Nielsen fails to obtain shareholder approval of the Transaction Proposal or any other conditions to the closing of the Transaction set forth in the Stock Purchase Agreement are not satisfied or waived, the Transaction will not be completed. Nielsen will also be required to reimburse Purchaser’s out-of-pocket expenses in connection with the Transaction, up to an aggregate amount of $8.5 million (the “Expense Reimbursement”) if the Stock Purchase Agreement is terminated due to the Nielsen shareholders failing to approve the Transaction.

 

Are there any risks to the Transaction?

Yes. Please read carefully the sections of this proxy statement entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

 

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Do any of Nielsen’s directors or executive officers have interests in the Transaction that may differ from those of Nielsen shareholders generally?

In considering the recommendation of the Nielsen Board of Directors with respect to the Transaction Proposal, you should be aware that certain of Nielsen’s directors and executive officers may have interests in the Transaction that are different from or in addition to your interests as a shareholder. For a description of the interests of Nielsen’s directors and executive officers in the Transaction, see the section of this proxy statement entitled “Proposal 1: The Transaction—Interests of Nielsen Directors and Executive Officers in the Transaction.”

 

Will I be subject to any taxes as a result of the Transaction?

No. The Transaction will not result in any immediate U.S. federal income tax or UK tax consequences to the Nielsen shareholders. See the section of this proxy statement entitled “Certain U.S. Federal Income Tax Consequences of the Transaction; UK Tax Matters.”

 

Will I be entitled to appraisal rights if I oppose the Transaction?

No. Under UK law, you are not entitled to appraisal or dissenters’ rights in connection with the Transaction.

 

What does it mean if I receive more than one notice or more than one set of proxy materials on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card (if you received one) or, if you vote by Internet or telephone, vote once for each Notice of Internet Availability or proxy card you receive.

 

Where can I find more information about Nielsen and Connect?

See the section of this proxy statement entitled “Where You Can Find Additional Information.”

 

If you have any questions relating to Nielsen or Connect, you should contact:

 

Nielsen Holdings plc

675 6th Avenue, 3rd Floor

New York, NY 10010

Attention: Investor Relations

+1 (646) 654-8153

ir@nielsen.com

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995 concerning the Transaction, Nielsen’s expected financial performance and its strategic and operational plans. The words “believe,” “expect,” “estimate,” “could,” “should,” “intend,” “may,” “plan,” “seek,” “anticipate,” “project” and similar expressions, among others, generally identify “forward-looking statements,” which speak only as of the date the statements were made. Risks and uncertainties may cause actual results to differ materially from the results predicted and reported results should not be considered as an indication of future performance. There is no assurance that the Transaction will be completed in a timely manner or at all. In addition, the anticipated benefits of the Transaction may not be realized. Potential risks and uncertainties related to the Transaction include, among others:

 

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the amount of net proceeds Nielsen will receive is subject to uncertainties;

 

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the Transaction will require significant management resources;

 

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Nielsen will incur significant transaction costs in connection with the Transaction;

 

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Nielsen will be subject to business uncertainties while the Transaction is pending;

 

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Nielsen will be subject to certain operating and other contractual restrictions while the Transaction is pending;

 

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Nielsen could suffer adverse effects that could be exacerbated by any delays in the completion of the Transaction;

 

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Nielsen may be exposed to litigation related to the Transaction from its shareholders or from third parties;

 

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the opinion of the Nielsen Board of Directors’ financial advisor will not be updated to reflect changes in circumstances between the date such opinion was delivered and the completion of the Transaction;

 

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the Stock Purchase Agreement may be terminated in accordance with its terms and the Transaction may not be completed;

 

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termination of the Stock Purchase Agreement could negatively impact Nielsen; and

 

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failure to complete the Transaction could cause Nielsen’s stock price to decline.

All of these risks and uncertainties could potentially have an adverse impact on Nielsen’s business and financial performance, and could cause a decline in the price of Nielsen ordinary shares.

More information about other potential factors that could affect Nielsen’s business and financial results is included under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Nielsen’s Annual Report on Form 10-K for the year ended December 31, 2019 and Nielsen’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, which are on file with the SEC and available on the SEC’s website at www.sec.gov. See the section of this proxy statement entitled “Where You Can Find Additional Information.”

 

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THE NIELSEN SPECIAL MEETING

This proxy statement is being provided to the Nielsen shareholders as part of a solicitation of proxies by the Nielsen Board of Directors for use at the Nielsen special meeting to be held at the time and place specified below and at any properly convened meeting following an adjournment or postponement thereof. This proxy statement provides the Nielsen shareholders with information they need to know to be able to vote or instruct their vote to be cast at the Nielsen special meeting.

Date, Time and Place

Nielsen will be hosting a special meeting live via the Internet only. The Nielsen special meeting will be held on February 11, 2021 at 9:00  a.m. (Eastern Time). You may attend online via live webcast at www.virtualshareholdermeeting.com/NLSN2021.

Attendance at the Nielsen Special Meeting

You will need your 16-digit control number included on your Notice of Internet Availability or proxy card. Instructions on how to attend and participate via the Internet are posted at www.proxyvote.com (before the meeting) and www.virtualshareholdermeeting.com/NLSN2021 (during the meeting).

The online meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection if they intend to participate in the meeting online. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting.

Nielsen is hosting the Nielsen special meeting online to reduce the risk of aiding the spread of COVID-19. We are grateful to Nielsen shareholders for their understanding in these exceptional times.

Purpose

At the Nielsen special meeting, the Nielsen shareholders will be asked to consider and vote on a proposal (the “Transaction Proposal”) to authorize the sale to Indy US BidCo, LLC and Indy Dutch BidCo B.V., two newly formed entities which are controlled by investment funds advised by affiliates of Advent, pursuant to the terms and subject to the conditions set forth in the Stock Purchase Agreement, of the equity interests of certain Nielsen subsidiaries that will contain the Nielsen Global Connect business (such business, “Connect” and such transaction, the “Transaction”).

Required Vote

The affirmative vote of the holders of a majority of Nielsen ordinary shares present (online or by proxy) at the Nielsen special meeting is required to approve the Transaction Proposal.

Quorum

Two shareholders present virtually or by proxy at the Nielsen special meeting and entitled to vote constitute a quorum.

Record Date; Nielsen Shareholders Entitled to Vote

Holders of Nielsen ordinary shares as of the close of business in New York on the record date, December 23, 2020, may vote at the Nielsen special meeting.

Recommendation of the Nielsen Board of Directors

The Nielsen Board of Directors unanimously recommends that you vote “FOR” the Transaction Proposal.

 

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Voting by Nielsen’s Directors and Executive Officers

As of the close of business in New York on the record date, the directors and executive officers of Nielsen were entitled to vote 2,279,994 ordinary shares, or approximately 0.6% of Nielsen ordinary shares issued and outstanding on that date and entitled to vote at the Nielsen special meeting.

Voting by Internet, Telephone or Mail

If you are a shareholder of record on the record date, you may vote by granting a proxy:

 

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By Internet: You may submit your proxy by going to www.proxyvote.com (before the meeting) or at www.virtualshareholdermeeting.com/NLSN2021 (during the meeting) and by following the instructions on how to complete an electronic proxy card. You will need the 16-digit control number included in your Notice of Internet Availability or proxy card in order to vote by Internet.

 

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By Telephone: You may submit your proxy by dialing 1-800-690-6903 and by following the recorded instructions. You will need the 16-digit control number included in your Notice of Internet Availability or proxy card in order to vote by telephone.

 

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By Mail: You may submit your proxy by completing, signing and dating your proxy card (if you received one) where indicated and sending it back in the envelope provided. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

Internet and telephone voting facilities will close at 11:59 p.m. (Eastern Time) on February 10, 2021 for the voting of shares held by shareholders of record or held in “street name” and 11:59 p.m. (Eastern Time) on February 8, 2021 for the voting of shares held through Nielsen’s 401(k) plan. Mailed proxy cards with respect to shares held by shareholders of record or in “street name” must be received no later than 9:00 a.m. (Eastern Time) on February 9, 2021. Mailed proxy cards with respect to shares held through Nielsen’s 401(k) plan must be received no later than 11:59 p.m. (Eastern Time) on February 8, 2021.

Voting Virtually

Although Nielsen encourages you to vote through the Internet or the telephone or to complete and return a proxy card (if you received one) by mail prior to the Nielsen special meeting to ensure that your vote is counted, you can attend the Nielsen special meeting online and vote your shares during the meeting, unless you hold your shares through Nielsen’s 401(k) plan, which cannot be voted online at the Nielsen special meeting.

If you are a beneficial owner, you must obtain a legal proxy from the organization that holds your shares if you wish to attend the Nielsen special meeting online and vote virtually.

Treatment of Abstentions; Failure to Vote

Abstentions: Votes may be cast in favor of or against or you may abstain from voting. If you intend to abstain from voting for the Transaction Proposal, you will need to check the abstention box for the Transaction Proposal. In determining whether the Transaction Proposal receive the requisite number of affirmative votes, an abstention will not be considered to be a vote in law and will not be counted in the calculation of the votes “FOR” and “AGAINST” the Transaction Proposal.

Broker Non-Votes: Broker non-votes occur when shares held by a bank, broker or other nominee are not voted with respect to a proposal because (1) the bank, broker or other nominee has not received voting instructions from the shareholder who beneficially owns the shares and (2) the bank, broker or other nominee lacks the authority to vote the shares at its/his/her discretion. The Transaction Proposal is considered to be a non-routine matter under New York Stock Exchange rules. Accordingly, any bank, broker or other nominee

 

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holding your shares will not be permitted to vote on the Transaction Proposal at the Nielsen special meeting without receiving voting instructions from you. Broker non-votes will not be counted in the calculation of the votes “FOR” and “AGAINST” the Transaction Proposal.

If you sign and submit your proxy card (if you received one) without giving specific voting instructions, this will be construed as an instruction to vote the shares as recommended by the Nielsen Board of Directors, so your shares will be voted “FOR” the Transaction Proposal and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted on.

Shares Held in Street Name

For shares held in “street name,” you may vote by submitting voting instructions to your bank, broker or nominee.

Revocability of Proxies

Whether you have voted by Internet, telephone or mail, if you are a shareholder of record, you may change your vote and revoke your proxy by:

 

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voting again by Internet or telephone at a later time before the closing of those voting facilities at 11:59 p.m. (Eastern Time) on February 10, 2021;

 

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submitting a properly signed proxy card (if you received one) with a later date that is received no later than 9:00 a.m. (Eastern Time) on February 9, 2021;

 

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sending a written statement to that effect to Nielsen’s Company Secretary, provided such statement is received no later than 11:59 p.m. (Eastern Time) on February 10, 2021; or

 

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attending the Nielsen special meeting virtually, revoking your proxy and voting online.

If you hold shares through the Nielsen 401(k) plan, you may change your vote and revoke your proxy by any of the first three methods listed above if you do so no later than 11:59 p.m. (Eastern Time) on February 8, 2021. You cannot, however, revoke or change your proxy with respect to shares held through the Nielsen 401(k) plan after that date, and you cannot vote those shares online at the Nielsen special meeting.

If you hold shares in “street name,” you may submit new voting instructions by contacting your bank, broker or other nominee. You may also change your vote or revoke your proxy by attending the Nielsen special meeting online.

Nielsen will honor the proxy with the latest date. However, no revocation will be effective unless Nielsen receives notice of such revocation at or prior to the deadlines described above. For those shareholders who submit a proxy electronically or by telephone, the date on which the proxy is submitted in accordance with the instructions listed on the Notice of Internet Availability or the proxy card is the date of the proxy.

Solicitation

Nielsen will pay the cost of soliciting proxies. Nielsen expects to pay approximately $10,000 plus out-of-pocket expenses for Morrow Sodali LLC to assist in soliciting proxies.

Assistance

If you encounter any difficulties accessing the meeting online during the check-in or meeting time, please call the technical support number that will be posted online on the Shareholder Meeting login page.

 

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Tabulation of Votes

Representatives of Broadridge Financial Solutions, Inc. will tabulate the votes and act as inspectors of election.

Adjournments

If the persons attending the Nielsen special meeting within thirty (30) minutes of the time at which the Nielsen special meeting was due to start (or such longer time as the chairman of the Nielsen special meeting decides to wait) do not constitute a quorum, or if during the Nielsen special meeting a quorum ceases to be present, the chairman of the Nielsen special meeting must adjourn it.

 

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement, you should consider carefully the following risk factors and the matters addressed in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.” You should also read and consider the other information included and incorporated by reference into this proxy statement, including the information set forth under the caption “Risk Factors” in Nielsen’s Annual Report on Form 10-K for the year ended December 31, 2019, and Quarterly Report on Form 10-Q for the quarters ended March 31, 2020, June 30, 2020 and September 30, 2020, which are available on the SEC website at www.sec.gov. See the section of this proxy statement entitled “Where You Can Find Additional Information.”

Risks Relating to the Transaction

The amount of consideration Nielsen will receive in the Transaction is subject to uncertainties.

Pursuant to the Stock Purchase Agreement, the amount of consideration that Nielsen will receive from Purchaser is subject to uncertainties by virtue of the purchase price adjustments set forth in the Stock Purchase Agreement and the contingent value of the Warrant. Purchaser will pay to Nielsen, in exchange for the equity interests of certain subsidiaries which contain Connect, $2,700,000,000 in cash, subject to adjustments based on Closing levels of cash, indebtedness, debt-like items and working capital, and the Warrant. The $2.7 billion base purchase price will be subject to adjustments based on closing levels of cash, indebtedness, debt-like items and working capital. The value of the Warrant is dependent on the value of the equity interests in the company that will own Connect and other terms of the Warrant. See the section of this proxy statement entitled “Proposal 1: The Transaction.”

The parties must obtain certain regulatory approvals in order to complete the Transaction; if such approvals are not obtained or are obtained with conditions, the Transaction may be prevented or delayed or the anticipated benefits of the Transaction could be reduced.

Completion of the Transaction is conditioned upon, among other things, the expiration or termination of the applicable waiting period under the HSR Act. At any time before or after the Transaction is completed, any of the DOJ, the FTC, or U.S. state attorneys general could take action under the antitrust laws in opposition to the Transaction, including seeking to enjoin completion of the Transaction or condition completion of the Transaction upon the divestiture of assets of Nielsen, Purchaser or their respective subsidiaries or affiliates. Any such requirements or restrictions may prevent or delay completion of the Transaction or may reduce the anticipated benefits of the Transaction, which could also have a material adverse effect on Nielsen.

Completion of the Transaction is also subject to the receipt of other regulatory approvals, including the receipt of certain antitrust clearance and/or approvals including in Brazil, China, the European Union, and Mexico, and certain foreign investment clearances and/or approvals including Australia. No assurance can be given that the required regulatory approvals will be obtained or that the required conditions to closing will be satisfied, and, even if all such approvals are obtained and the conditions are satisfied, no assurance can be given as to the terms, conditions and timing of the approvals. See the section entitled “Proposal 1: The Transaction—The Stock Purchase Agreement—Conditions to the Completion of the Transaction” for a discussion of the conditions to the completion of the Transaction and the section entitled “Proposal 1: The Transaction—Regulatory Approvals” for a discussion of the regulatory approvals required in connection with the completion of the Transaction.

The Transaction will require significant management resources.

The implementation of the Transaction will require significant time, attention and resources of Nielsen’s senior management and others within Nielsen, potentially diverting their attention from the conduct of Nielsen’s business.

 

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Nielsen will incur significant transaction costs in connection with the Transaction.

Nielsen has incurred, and expects to incur, significant non-recurring costs associated with the Transaction. These costs and expense include financial advisory, legal, accounting, consulting and other advisory fees and expenses, reorganization and restructuring costs, severance and employee benefits-related expenses, public company filing fees and other regulatory expenses, printing expenses and other related charges. Through the date of this proxy statement, Nielsen has incurred aggregate transaction costs of approximately $200 million in connection with the Transaction. Based on information available as of the date of this proxy statement, Nielsen anticipates incurring additional transaction costs of approximately $50 million in connection with the Transaction, some of which are contingent upon the completion of the Transaction, and some of which are payable by Nielsen regardless of whether the Transaction is completed.

Nielsen will be subject to business uncertainties while the Transaction is pending.

Uncertainties about the completion or effect of the Transaction may affect the relationships between Nielsen, Connect and each of their existing or potential suppliers, customers, vendors, distributors, landlords, licensors, licensees, joint venture partners and other business partners, and may have an adverse effect on either or both of Nielsen and Connect. These uncertainties may cause Nielsen and Connect’s suppliers, customers, vendors, distributors, landlords, licensors, licensees, joint venture partners and other business partners to seek to change existing business relationships with Nielsen or Connect, to forego new relationships or to enter into alternative agreements with Nielsen or Connect’s competitors because business partners may perceive that such new relationships are likely to be more stable. If Nielsen fails to complete the Transaction, the failure to maintain existing business relationships, including pursuant to a termination or modification of such relationship, or to enter into new business relationships could adversely affect Nielsen or Connect’s business, revenues results of operations and financial condition, as well as the market price of Nielsen ordinary shares. Additionally, Connect may be required to obtain consent from certain of these business partners in connection with the Transaction. There is no assurance that such consents will be obtained, and the pursuit of such consents may disrupt Nielsen’s ability to achieve the anticipated benefits of the Transaction.

In addition, Connect is dependent on the experience and industry knowledge of its key management personnel and the other key employees to operate its business and execute its business plans. Current and prospective employees of Connect may experience uncertainty about their roles within Connect prior to and following the completion of the Transaction, which may have an adverse effect on the ability of Connect to attract or retain key management personnel or other key employees. If key employees depart because of issues related to this uncertainty or a desire not to remain with Connect, Connect could be negatively impacted. Accordingly, no assurance can be given that the Connect will be able to attract or retain key management personnel and other key employees to the same extent that Connect has previously been able to attract or retain key management personnel or other key employees.

Nielsen may not enter into an agreement with respect to a superior proposal for an acquisition of Nielsen that would preclude completion of the Transaction, unless Nielsen pays the Termination Fee to Purchaser.

The Stock Purchase Agreement requires Nielsen to pay Purchaser the Termination Fee if, subject to certain requirements set forth in the Stock Purchase Agreement, the Stock Purchase Agreement is terminated prior to the closing (i) by Purchaser as a result of the Nielsen Board of Directors changing its recommendation in favor of the Transaction or (ii) by Nielsen in order to accept a Competing WholeCo Proposal (as defined below) (if such Competing WholeCo Proposal would preclude the completion of the Transaction) that the Nielsen Board of Directors has determined in good faith is a superior proposal to the Transaction. Nielsen may not terminate the Stock Purchase Agreement in connection with a competing proposal to acquire Connect. These provisions may discourage a third party from submitting a strategic proposal to Nielsen during the pendency of the Transaction that might result in greater value to Nielsen than the Transaction. See the section of this proxy statement entitled “Proposal 1: The Transaction—The Stock Purchase Agreement—No Solicitation; Termination Fees.”

 

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Nielsen will be subject to certain other contractual restrictions while the Transaction is pending.

The Stock Purchase Agreement restricts Nielsen from making certain acquisitions and divestitures, entering into certain contracts, incurring certain indebtedness and expenditures and taking other specified actions until the earlier of the completion of the Transaction or the termination of the Stock Purchase Agreement. These restrictions may prevent Nielsen from pursuing attractive business opportunities that may arise prior to the completion of the Transaction and could have the effect of delaying or preventing other strategic transactions. See the section of this proxy statement entitled “Proposal 1: The Transaction—The Stock Purchase Agreement—Conduct of Connect Prior to Closing.”

Nielsen could suffer adverse effects that could be exacerbated by any delays in the completion of the Transaction.

The adverse effects arising from the pendency of the Transaction described above could be exacerbated by any delays in completion of the Transaction or termination of the Stock Purchase Agreement.

Nielsen may be exposed to litigation related to the Transaction from the Nielsen shareholders or from third parties.

Nielsen may become subject to litigation related to entering into or failing to complete the Transaction. Additionally, Nielsen may be subject to additional litigation by third parties related to the Transaction, including actions brought by persons with other business relationships with Nielsen. Lawsuits by shareholders and/or third parties could result in substantial costs and divert the Nielsen Board of Directors’ and our management’s attention from other business concerns.

The opinion of the Nielsen Board of Directors’ financial advisor will not be updated to reflect changes in circumstances between the date such opinion was delivered and the completion of the Transaction.

The Nielsen Board of Directors has not obtained an updated opinion from its financial advisor, J.P. Morgan, as of the date of this proxy statement, and the Nielsen Board of Directors does not anticipate asking J.P. Morgan to update its opinion. Changes in the operations and prospects of Connect, general market and economic conditions and other factors that may be beyond Nielsen’s control and on which J.P. Morgan’s opinion was, in part, based, may significantly alter the information contained in such opinion by the time the Transaction is completed. The opinion does not speak as of the time the Transaction will be completed or as of any date other than the date of such opinion. For a description of the opinion that the Nielsen Board of Directors received from J.P. Morgan, see the section of this proxy statement entitled “Proposal 1: The Transaction—Opinion of Nielsen’s Financial Advisor.”

The unaudited pro forma financial information of Nielsen included in this proxy statement is preliminary and Nielsen’s actual financial position or results of operations after the completion of the Transaction may differ materially.

The unaudited pro forma financial information of Nielsen in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what Nielsen’s actual financial position or results of operations would have been had the Transaction been completed on the dates indicated. The unaudited pro forma financial information reflects adjustments, which are based upon preliminary estimates of the final purchase price adjustments. Accordingly, the final purchase price adjustments may differ materially from what was estimated by Nielsen in deriving the pro forma adjustments reflected in this proxy statement. See the section of this proxy statement entitled “Unaudited Pro Forma Condensed Consolidated Financial Information of Nielsen.”

The Nielsen shareholders will not have appraisal or dissenters’ rights in connection with the Transaction.

Under UK law, holders of Nielsen ordinary shares do not have appraisal or dissenters’ rights with respect to the Transaction or any of the other transactions described in this proxy statement.

 

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Risks Relating to the Failure to Complete the Transaction

The Stock Purchase Agreement may be terminated in accordance with its terms and the Transaction may not be completed.

The completion of the Transaction is subject to the satisfaction or waiver of a number of conditions. See the section of this proxy statement entitled “Proposal 1: The Transaction—The Stock Purchase Agreement—Conditions to the Completion of the Transaction.” These conditions to the closing may not be fulfilled and, accordingly, the Transaction may not be completed. Furthermore, if the Transaction is not completed by July 31, 2021, either Nielsen or Purchaser may choose not to proceed with the Transaction, and the parties can mutually decide to terminate the Stock Purchase Agreement at any time prior to the completion of the Transaction, before or after the Nielsen shareholder approval is obtained. In addition, each of Nielsen and Purchaser may elect to terminate the Stock Purchase Agreement in certain other circumstances. If the Stock Purchase Agreement is terminated, Nielsen may incur substantial fees in connection with the termination of the Stock Purchase Agreement (including, in certain circumstances, the payment of the Termination Fee and/or the Expense Reimbursement) and will not recognize the anticipated benefits of the Transaction. See the section of this proxy statement entitled “Proposal 1: The Transaction—The Stock Purchase Agreement—No Solicitation; Termination Fees.”

Termination of the Stock Purchase Agreement could negatively impact Nielsen.

If the Stock Purchase Agreement is terminated in accordance with its terms and the Transaction is not completed, the ongoing business of Nielsen may be adversely affected by a variety of factors. Nielsen’s business may be impacted by having foregone other strategic opportunities during the pendency of the Transaction, the failure to obtain the anticipated benefits of completing the Transaction, changes to existing business relationships caused by uncertainties pending the Transaction, payment of certain costs relating to the Transaction, and the attention, time and resources of our senior management and other employees devoted to the Transaction, diverting their attention from the conduct of our business. In addition, if the Stock Purchase Agreement is terminated under certain circumstances, Nielsen may be required to pay the Termination Fee and/or the Expense Reimbursement, depending on the circumstances surrounding the termination. See the section of this proxy statement entitled “Proposal 1: The Transaction—The Stock Purchase Agreement—No Solicitation; Termination Fees.”

Failure to complete the Transaction could cause Nielsen’s stock price to decline.

The failure to complete the Transaction may create doubt as to the value of Connect or about Nielsen’s ability to effectively implement its current business strategies and/or a strategic transaction, which may result in a decline in Nielsen’s stock price.

 

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PROPOSAL 1: THE TRANSACTION

Information about the Parties to the Transaction

Nielsen Holdings plc

Nielsen Holdings plc (“Nielsen,” the “Company,” “we” or “us”) is a global measurement and data analytics company. Nielsen provides clients with a comprehensive understanding of what consumers watch and what they buy and how those choices intersect. We deliver critical media and marketing information, analytics and manufacturer and retailer expertise about what and where consumers buy and what consumers read, watch and listen to (consumer interaction across the television, radio, print, online, digital, mobile viewing and listening platforms) on a local and global basis. Our measurement and analytical services help our clients maintain and strengthen their market positions and identify opportunities for profitable growth. We have a presence in approximately 100 countries and our services cover more than 90 percent of the globe’s GDP and population. We have significant investments in resources and associates all over the world, including in many emerging markets, and hold leading market positions in many of our services and geographies. Based on the strength of the Nielsen brand, our scale and the breadth and depth of our solutions, we believe we are the global leader in measuring and analyzing consumer behavior in the segments in which we operate. Our stock is listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “NLSN,” and we are headquartered in New York.

Prior to February 2019, we were aligned into two reporting segments: what consumers buy (“Buy”) and what consumers read, watch and listen to (“Watch”). In February 2019, we realigned our business segments from Buy and Watch to Nielsen Global Connect (“Connect”) and Nielsen Global Media (“Media”). Each segment operates as a complete unit-from the conception of a product, through the collection of the data, into the technology and operations, all the way to the data being sold and delivered to the client. Our Connect and Media segments are built on a foundation of proprietary data assets that are designed to yield essential insights for our clients to successfully measure, analyze and grow their businesses. Our segments each consist of two categories: Measure and Predict / Activate in Connect and Audience Measurement and Plan / Optimize in Media. These categories are based on our core measurement platforms in both Connect and Media, while Predict / Activate and Plan / Optimize are designed to build on our measurement capabilities to enhance client decision-making. These changes better align our external view to our go-forward internal view. Our reportable segments are stated on the new basis and such changes were applied retrospectively. The impact of these changes did not have a material impact on our consolidated financial statements or segment results.

Additional information about Nielsen and its subsidiaries is included in documents incorporated by reference into this proxy statement. See the section of this proxy statement entitled “Where You Can Find Additional Information.”

Indy US BidCo, LLC

Indy US BidCo, LLC, a Delaware limited liability company (“US Purchaser”), was formed on October 23, 2020, solely for the purpose of engaging in transactions contemplated by the Stock Purchase Agreement and has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the Stock Purchase Agreement.

US Purchaser’s address is c/o Advent International Corporation, 800 Boylston Street, Massachusetts 02199, and its telephone number is (617) 951-9400.

Indy Dutch BidCo B.V.

Indy Dutch BidCo B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) with corporate seat in Amsterdam, the Netherlands, and its address at Herengracht 450 (1017CA) Amsterdam, the Netherlands, with trade register number 861761376 (“Dutch Purchaser” and together

 

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with US Purchaser, “Purchaser”) was formed on October 22, 2020, solely for the purpose of engaging in transactions contemplated by the Stock Purchase Agreement and has not engaged in any business activities other than as incidental to its formation and in connection with the transactions contemplated by the Stock Purchase Agreement.

Purchaser’s address is c/o Advent International Corporation, 800 Boylston Street, Massachusetts 02199, and its telephone number is (617) 951-9400.

Background of the Transaction

The following chronology summarizes certain key events and contacts that led to the execution of the Stock Purchase Agreement. It does not purport to catalogue every conversation among the Nielsen Board of Directors, its committees (including the Ad Hoc Committee and the Finance Committee, in each case as defined below), members of Nielsen’s management or their respective representatives, and other parties.

Strategic Review Process

As part of their ongoing evaluation of Nielsen’s business and long-term strategic goals and plans, the Nielsen Board of Directors and senior management periodically review, consider and assess the operations and financial performance of Nielsen, as well as potential opportunities for business combinations, acquisitions, divestitures and other financial and strategic alternatives.

On July 26, 2018, Nielsen announced the Nielsen Board of Directors’ decision to initiate an in-depth strategic review of Connect (then known as the “Buy” business of Nielsen), which strategic review was expanded in scope in September 2018 to include a broad review of strategic alternatives for Nielsen and its businesses, including continuing to operate as a public, independent company, a separation of either Connect or Nielsen’s Media business (then known as the “Watch” business of Nielsen), or a sale of Nielsen.

Over the course of the remainder of 2018 and the first half of 2019, representatives of Nielsen contacted financial sponsors and other industry participants regarding a potential strategic transaction involving some or all of Nielsen. Nielsen entered into confidentiality agreements with those that indicated interest in exploring a potential transaction, including Advent. Substantially all of the executed confidentiality agreements included a customary standstill restricting the counterparty from taking certain actions with respect to Nielsen and its securities.

At a meeting of the Nielsen Board of Directors held on August 7, 2018, the Nielsen Board of Directors established an ad hoc committee consisting of Mr. Attwood, Mr. David Rawlinson, Mr. Javier Teruel and Ms. Karen Hoguet to oversee the strategic review (the “Ad Hoc Committee”).

On August 7, 2018, Elliott Management Corporation (“Elliott”) filed a beneficial ownership report on Schedule 13D disclosing aggregate beneficial ownership of 5.1% of the outstanding Nielsen ordinary shares, and total economic exposure equivalent to 8.4% of the outstanding Nielsen ordinary shares. Over the course of the remainder of 2018 and 2019, representatives of Nielsen periodically had discussions with representatives of Elliott and other investors to receive their input on Nielsen and its businesses and strategic alternatives.    

At a meeting of the Nielsen Board of Directors held on December 20, 2018, the Nielsen Board of Directors approved proceeding with the next steps of a sale process for some or all of Nielsen, including providing confidential information and seeking preliminary indications of interest from potentially interested parties.

In January 2019, several parties submitted preliminary indications of interest to acquire Nielsen for cash or to acquire Connect for cash, and/or for a minority investment in Nielsen, including (i) a financial sponsor who submitted a preliminary indication of interest for the acquisition of Nielsen at a price range from $26.00 to

 

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$27.00 per share, and a preliminary indication of interest for the acquisition of Connect at an enterprise value range of $2.65 to $2.85 billion (“Bidder A”), (ii) an industry participant who submitted a preliminary indication of interest for the acquisition of Connect at an enterprise value range of $3.25 billion to $3.75 billion (“Bidder B”), (iii) a financial sponsor who submitted a preliminary indication of interest for the acquisition of Nielsen at a price range from $28.00 to $30.00 per share (“Bidder C”) and (iv) a consortium consisting of Advent, another financial sponsor and an industry participant, who submitted a preliminary indication of interest to acquire Nielsen at a price of $30.00 per share (the “Advent Consortium”).

Between January 2019 and October 2019, representatives of Nielsen and members of Nielsen’s management continued to negotiate terms of potential transactions with and provided diligence materials to the financial sponsors and industry participants that had submitted indications of interest to acquire Nielsen or Connect, and/or for a minority investment in Nielsen.

In March 2019, Bidder C notified Nielsen that it was no longer interested in pursuing a potential transaction for the acquisition of Nielsen.

In April 2019, the Advent Consortium submitted a revised indication of interest for the acquisition of Nielsen, confirming its initial price indication of $30.00 per share, but in June 2019, the Advent Consortium notified Nielsen that it was no longer interested in pursuing such a transaction.

In May 2019, Bidder B submitted a revised indication of interest for the acquisition of Connect, decreasing its enterprise value range to $3.0 billion from $3.25 to $3.75 billion, and in June 2019, a financial sponsor not previously participating in the process expressed interest in partnering with Bidder B with respect to the acquisition of Connect for cash (collectively, the “Connect Consortium”). In June 2019, the Connect Consortium submitted a preliminary indication of interest for the acquisition of Connect with an enterprise value range of $3.25 billion to $3.4 billion. The Connect Consortium submitted a revised proposal reaffirming such enterprise value range in July 2019, which contained additional detail on the anticipated timeline to the announcement of a sale of Connect.

On September 6, 2019, Bidder A submitted a revised indication of interest for the acquisition of Connect specifying an enterprise value of $2.0 billion, including Nielsen retaining a 20% equity ownership in Connect. Based on the value proposed by Bidder A and the anticipated amount of time it would take for Bidder A to be prepared to enter into any transaction, the Nielsen Board of Directors determined to suspend negotiations with Bidder A.

On September 30, 2019, the Connect Consortium submitted a revised proposal to acquire Connect in exchange for $2.1 billion of cash, a 20% retained equity ownership for Nielsen in Connect (but subordinated to the equity in Connect that would be held by the Connect Consortium), and the assumption of specified liabilities of Connect. The revised indication of interest provided that Nielsen would be responsible for numerous (and in certain cases uncapped) restructuring and separation costs, pension liabilities, transition services costs and other liabilities. The revised indication of interest also provided for very limited governance and liquidity rights for Nielsen with respect to its ongoing subordinated equity interest in Connect. On October 15, 2019, the Connect Consortium submitted a revised proposal at the same valuation as its September 30, 2019 proposal and only nominal improvement on the costs (in certain cases still uncapped) for which Nielsen would be responsible.

The Nielsen Board of Directors considered the numerous open issues on which the parties remained far apart, including many that raised significant uncertainty as to the value to be received by Nielsen in the transaction upon closing and through its ongoing equity interest in Connect. In late October 2019, the Nielsen Board of Directors, in consultation with senior management and its financial and legal advisors, determined that the proposal would not be transactable on the terms and on the timeline acceptable to the Nielsen Board of Directors.

 

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Proposed Spin-Off of Connect

At a meeting of the Nielsen Board of Directors held on November 3, 2019, after reviewing the alternative transactions and indications of interest received during the course of the 15-month strategic review process, the Nielsen Board of Directors, in consultation with senior management and its financial and legal advisors, determined that a spin-off of Connect to Nielsen’s shareholders was the best path to position each business for long-term success and maximize value creation for Nielsen’s shareholders, and approved the announcement of such proposed spin-off.

On November 6, 2019, Nielsen formally engaged J.P. Morgan, which had been advising Nielsen and the Nielsen Board of Directors, to act as its financial advisor in connection with Nielsen’s analysis and consideration of various alternatives.

Nielsen issued a press release announcing its proposed spin-off of Connect to Nielsen’s shareholders and the conclusion of the strategic review on November 7, 2019.

Re-Initiation of Connect Business Sale Process; Sale of Connect to Advent

Between November 2019 and June 2020, while Nielsen continued to prepare for the spin-off of Connect to its shareholders, including progressing the global reorganization of Connect in anticipation of the consummation of the spin-off and filing a Form 10 registration statement on May 7, 2020, financial sponsors and industry participants contacted Nielsen and J.P. Morgan about a potential sale or other transaction involving Connect. During this period, representatives of Nielsen continued to have discussions with representatives of Elliott and other investors to receive their input on the spin-off, as well as on Nielsen and its businesses and strategic alternatives.

At a meeting of the Nielsen Board of Directors held on April 16, 2020, representatives of J.P. Morgan reviewed with the Nielsen Board of Directors an overview of forecasted financial information that Nielsen management developed with respect to Connect, which reflected Nielsen’s operating plan for the fiscal year ending December 31, 2020, adjusted for the impacts of the COVID-19 pandemic, various restructuring and separation costs, and updated corporate allocations. In addition, representatives of J.P. Morgan also reviewed with the Nielsen Board of Directors the illustrative capital structure and leverage profile of the Media business following the consummation of the spin-off, deleveraging alternatives, and the possibility of reengaging with one or more third parties, following the filing of the Form 10 registration statement, with respect to a possible sale of Connect.

Following the April 16, 2020 meeting of the Nielsen Board of Directors, Nielsen management continued to refine assumptions and adjustments included in the forecasted financial information developed with respect to Connect, which was ultimately presented to potential bidders beginning in July 2020 as part of a confidential information memorandum (referred to as the “CIM Case”).

On April 30, 2020, Nielsen entered into cooperation and information sharing agreements with Elliott, pursuant to which Nielsen agreed, among other things, to appoint Mr. Jonathan Miller to the Nielsen Board of Directors, and to permit Elliott access to certain confidential information of Nielsen at its request, subject to an appropriate confidentiality agreement. Nielsen also agreed to establish a Finance Committee of the Nielsen Board of Directors to remain in place at least until the consummation of the spin-off of Connect, which committee would be composed of Mr. Attwood, three other independent directors selected by the Nielsen Board of Directors (Ms. Hoguet, Ms. Nancy Tellem and Mr. Teruel), and Mr. Miller (the “Finance Committee”).

At a meeting of the Nielsen Board of Directors held on June 19, 2020, representatives of J.P. Morgan discussed a possible process to explore a potential sale of Connect, including potential counterparties and illustrative timing and terms for such a sale. The Nielsen Board of Directors authorized representatives of J.P. Morgan to engage with a limited number of third parties to explore a potential sale or other transaction involving Connect (including Advent, Bidder B, Bidder C and Bidder D (as defined below)).

On July 14, 2020, Nielsen entered into confidentiality agreements with an industry participant and one of its shareholders (collectively, “Bidder D”), which included a customary standstill restricting the counterparty from

 

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taking certain actions with respect to Nielsen and its securities. On July 15, 2020, representatives of Bidder D met with members of Nielsen’s management as part of their due diligence in connection with a potential transaction. Additionally, on July 30, 2020, Nielsen entered into “clean team” agreements with Bidder D with respect to competitively sensitive confidential information.

On July 20, 2020, Nielsen entered into a confidentiality agreement with a consortium consisting of Bidder C and an industry participant (collectively, the “Mixed Consortium”), which included a customary standstill restricting the counterparty from taking certain actions with respect to Nielsen and its securities. On July 21, 2020, representatives of the Mixed Consortium met with members of Nielsen’s management as part of their due diligence in connection with a potential transaction. Additionally, on July 31, 2020, Nielsen entered into “clean team” agreements with the Mixed Consortium with respect to competitively sensitive confidential information. The Mixed Consortium ultimately declined to submit an indication of interest with respect to a potential transaction with Nielsen.

On August 18, 2020, Nielsen received a non-binding indication of interest from Bidder D to acquire Connect on a cash-free, debt-free basis for an enterprise value of $2.2 billion in cash, subject to further deductions for a number of preliminary debt-like items estimated to be approximately $248 million in the aggregate. The indication of interest contemplated the execution of definitive transaction agreements within four weeks and requested a two-week exclusivity period, with an option to extend such exclusivity period for an additional two weeks.

Also on August 18, 2020, Nielsen entered into a confidentiality agreement with Advent in substantially the same form entered into with Advent in 2018, which included a customary standstill restricting Advent from taking certain actions with respect to Nielsen and its securities.

At a meeting of the Finance Committee held on August 24, 2020, representatives of Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), counsel to Nielsen, reviewed with members of the Finance Committee their fiduciary duties in connection with the evaluation of a potential sale of Connect, and reviewed the potential timelines for a sale transaction and a spin-off transaction. Representatives of J.P. Morgan then provided the Finance Committee with an update on recent discussions with the parties who had expressed interest in either a sale or a sponsored spin-off of Connect, as well as the terms of the non-binding indication of interest received from Bidder D. Following discussion, the Finance Committee directed Nielsen’s management and advisors to continue discussions with Bidder D and to engage with Advent to enable Advent to submit a preliminary indication of interest for the acquisition of Connect, and to engage with Bidder B to enable Bidder B to submit a preliminary indication of interest for a sponsored spin-off of Connect.

At a meeting of the Nielsen Board of Directors held on September 4, 2020, representatives of J.P. Morgan provided the Nielsen Board of Directors with an update on recent discussions with the parties that had expressed interest in either an acquisition or a sponsored spin-off of Connect, including Bidder D, Advent and Bidder B. Representatives of J.P. Morgan also discussed with the Nielsen Board of Directors capital structure considerations, including the expected leverage and free cash flow for Nielsen following a potential sale or spin-off of Connect, as well as illustrative timelines for each potential transaction. In particular, representatives of J.P. Morgan described how Nielsen had been hampered by a highly-levered capital structure, and explained that the spun-off Connect business would likely be unable to support its pro rata portion of Nielsen’s current debt given the cash flow of Connect, and that without reducing its existing indebtedness, the Media business could be challenged to invest in growth and execute on its strategies to deliver value to Nielsen shareholders.

Between August 25, 2020 and September 10, 2020, Mr. Attwood and representatives of J.P. Morgan had several discussions with representatives of Bidder D regarding the terms of its indication of interest and areas in which it could be improved to make it more valuable to Nielsen shareholders.

On September 10, 2020, Bidder D submitted a revised non-binding indication of interest to acquire Connect on a cash-free, debt-free basis for an enterprise value of $2.3 billion in cash, plus up to an additional $150 million

 

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in cash payments contingent upon Connect achieving certain financial targets related to standalone adjusted EBITDA at the closing of the transaction, subject to further deductions for a number of preliminary debt-like items estimated to be approximately $248 million in the aggregate. The indication of interest contemplated the execution of definitive transaction agreements within a longer time frame of five weeks and requested a three-week exclusivity period, with an option to extend such exclusivity period for an additional two weeks.

After the receipt of Bidder D’s revised indication of interest, Mr. Attwood and representatives of J.P. Morgan continued to discuss with representatives of Bidder D the terms of its revised indication of interest and areas in which it could be improved to make it more valuable to Nielsen shareholders.

On September 15, 2020, Nielsen received a non-binding indication of interest from Advent to acquire Connect, on a cash-free, debt-free basis for an enterprise value of $2.7 billion in cash, subject to further deductions for a number of preliminary debt-like items estimated to be approximately $314 million in the aggregate, and including the right to use the Nielsen trademark and brand on a worldwide basis post-closing. The indication of interest contemplated the completion of due diligence and execution of definitive transaction agreements by October 31, 2020 and requested a 45-day exclusivity period, subject to automatic renewal on a weekly basis thereafter, unless terminated by either party upon written notice to the other party at least one day prior to the expiration of the then-pending exclusivity period.

At a meeting of the Finance Committee held on September 15, 2020, representatives of J.P. Morgan provided the Finance Committee with an update on the proposals received for the acquisition of Connect from Advent and Bidder D, including the proposed pricing, acquisition financing, timing and due diligence requirements and requests for exclusivity. Representatives of J.P. Morgan also discussed the preliminary valuation adjustments that each of Bidder D and Advent had included in their proposals, and the impact of each of these proposals, as well as the impact of a spin-off of Connect, on the expected gross leverage of Nielsen following a sale or spin-off transaction. The Finance Committee delegated to Mr. Attwood the authority to negotiate with and seek improvements to the indications of interest received from each of Bidder D and Advent, and to commit Nielsen to an exclusivity period with one of the two parties with respect to a potential transaction involving Connect.

On September 18, 2020, Bidder D submitted a further revised non-binding indication of interest to acquire Connect on a cash-free, debt-free basis for an enterprise value of $2.6 billion in cash, which offer would be contingent upon Connect achieving certain financial targets related to standalone adjusted EBITDA at the closing of the transaction, subject to further deductions for a number of debt-like items estimated to be approximately $248 million in the aggregate. Bidder D indicated that this was its best and final offer.

Also on September 18, 2020, Advent submitted a revised non-binding indication of interest to acquire Connect on a cash-free (subject to a minimum level of cash reasonably necessary for Connect to continue its operations), debt-free basis for an enterprise value of $2.8 billion in cash, subject to further deductions for a number of preliminary debt-like items estimated to be approximately $207 million in the aggregate. The indication of interest contemplated the completion of due diligence and execution of definitive transaction agreements by October 24, 2020.

Given the superior nature of Advent’s revised proposal and the risks to closing certainty and potential delays with closing timing in connection with the regulatory approvals required for a transaction with Bidder D, on September 19, 2020, Nielsen granted Advent exclusivity with respect to a transaction involving the sale of Connect until October 9, 2020, subject to renewal on a weekly basis thereafter unless earlier terminated by either party. The exclusivity agreement allowed Nielsen to continue to pursue a spin-off of Connect, including a possible sponsored spin-off of Connect.

On September 21, 2020, representatives of Wachtell Lipton sent an initial draft of the Stock Purchase Agreement and Transition Services Agreement for the Transaction to Ropes & Gray, counsel to Advent.

 

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On October 4, 2020, Nielsen received a preliminary non-binding indication of interest from Bidder B with respect to a sponsored spin-off of Connect, which contemplated a convertible preferred equity investment of $200 million in the spun-off Connect entity, a strategic partnership program and a cost transformation program. The indication of interest contemplated the completion of due diligence and execution of definitive transaction agreements by the week of December 14, 2020.    

At a meeting of the Finance Committee held on October 5, 2020, representatives of J.P. Morgan provided the Finance Committee with an update on the proposals received from Advent and Bidder D for the acquisition of Connect and the proposal received from Bidder B for a sponsored spin-off of Connect. Representatives of J.P. Morgan and Mr. Attwood briefed the Finance Committee on the further negotiations with each bidder since the previous meeting of the Finance Committee—which had resulted in improved offers from Advent and Bidder D that were believed to be Advent’s and Bidder D’s respective best offers—and said that Nielsen had granted Advent an exclusivity period to reach a final transaction, consistent with the prior direction from the Finance Committee. The Finance Committee also discussed the proposal received from Bidder B, and reached a preliminary conclusion that a sale of Connect on the terms proposed by Advent would be a more attractive alternative. Representatives of J.P. Morgan also discussed the preliminary valuation adjustments that each of Bidder D and Advent had included in their proposals, and the impact of these proposals, as well as the impact of a spin-off of Connect, on the expected gross leverage of Nielsen.

In addition, representatives of J.P. Morgan reviewed with the Finance Committee a summary of forecasted financial information cases for Connect using a range of different assumptions, in each case prepared by Nielsen’s management at the direction of the Nielsen Board of Directors to assist the Nielsen Board of Directors in its review of a potential transaction involving Connect. The forecasted financial information cases included the Trend Case, the Trend with Cost Mitigants Case, the CIM Case and the Upside Case (each as described in the section of this proxy statement entitled “—Certain Financial Forecasts”). The Trend Case and the Trend with Cost Mitigants Case were presented at this meeting as a “downside” case and a “downside with cost mitigants” case, but were subsequently presented as a “trend” case and a “trend with cost mitigants” case, as further described in the section of this proxy statement entitled “—Certain Financial Forecasts.” The Finance Committee discussed the assumptions underlying these different cases, including in the context of the historical and most recent revenue trends for Connect, the renewal of or failure to renew certain customer contracts, the terms of recent customer contract renewals, and the cost reduction steps taken by Connect in response to the COVID-19 pandemic or otherwise.    

On October 5, 2020, representatives of Bidder D contacted representatives of J.P. Morgan to express Bidder D’s continued interest in a potential transaction with respect to Connect on the terms set forth in its September 18, 2020 proposal.

On October 6, 2020, representatives of Ropes & Gray sent a revised draft of the Stock Purchase Agreement to representatives of Wachtell Lipton.

At a meeting of the Nielsen Board of Directors held on October 8, 2020, representatives of J.P. Morgan provided the Nielsen Board of Directors with a summary of Advent’s revised non-binding indication of interest for the acquisition of Connect submitted on September 18, 2020. Representatives of J.P. Morgan discussed the preliminary valuation adjustments that Advent had included in its indication of interest, reviewed the forecasted financial information cases described above with the Nielsen Board of Directors and discussed the illustrative preliminary standalone valuation of Connect using various valuation methodologies and the various forecasted financial information cases. Representatives of Wachtell Lipton and J.P. Morgan also reviewed the terms of the non-binding indication of interest received from Bidder B with respect to the potential sponsored spin-off of Connect.

Between October 6, 2020 and October 25, 2020, representatives of Wachtell Lipton and representatives of Ropes & Gray negotiated the Stock Purchase Agreement, as well as ancillary agreements such as the Transition

 

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Services Agreement, Trademark License Agreement, IP Matters Agreement, Master Services Agreement and Reseller Agreement. Key issues that were negotiated included the nature of the debt and debt-like items that would be deducted from the cash purchase price, limitations on the upward purchase price adjustment for cash left in Connect, the ongoing global reorganization in connection with the separation of Connect, the internal restructuring initiatives undertaken by Nielsen with respect to Connect, the required regulatory approvals and outside date for closing the Transaction, the fields of use for the Nielsen brand trademark license and intellectual property cross-license (in light of which the parties agreed to eliminate any non-competition covenants), and indemnification in respect of certain representations made by Nielsen in the Stock Purchase Agreement with respect to cost base of Connect.

At a meeting of the Finance Committee held on October 20, 2020, representatives of Nielsen management, J.P. Morgan and Wachtell Lipton discussed with the Finance Committee the forecasted financial information cases, and the Finance Committee discussed the question of which case or cases should be used to assess the proposed sale of Connect. It was the sense of the majority of the Finance Committee, following extensive analysis, discussion and deliberation at this and prior meetings of the Finance Committee and the Nielsen Board of Directors, that the Trend with Cost Mitigants Case captured the most up-to-date trajectories for both revenues and costs of Connect, in light of recent revenue trends, experience with contract renewals and demonstrated cost reduction in 2020. The Finance Committee agreed that this analysis should be discussed with the full Nielsen Board of Directors, including the question of which case or cases J.P. Morgan should be directed to use for purposes of its analysis. Representatives of J.P. Morgan also reviewed with the Finance Committee the principal open items that remained under negotiation with Advent from a financial perspective.

At a meeting of the Nielsen Board of Directors held on October 25, 2020, Mr. Attwood briefed the Nielsen Board of Directors on the discussion of the Finance Committee at its October 20, 2020 meeting. The Nielsen Board of Directors engaged in a full discussion of the forecasted financial information cases—including a discussion of which assumptions underlying the cases were most appropriate in light of recent performance and current revenue and cost trends—and unanimously determined that for purposes of its analysis of the Advent proposal, J.P. Morgan should apply an 80% weighting to the Trend with Cost Mitigants Case and a 20% weighting to the CIM Case. Representatives of J.P. Morgan and Wachtell Lipton also provided the Nielsen Board of Directors with an update on the negotiation of the Transaction Documents with Advent, including with respect to the debt and debt-like items that would be deducted from the cash purchase price, and briefed the Nielsen Board of Directors on a change in Advent’s model relating to cash taxes, arising from Advent’s diligence, that could result in a request for a purchase price reduction from Advent.

Also on October 25, 2020, representatives of Advent discussed with representatives of J.P. Morgan a possible reduction in the cash purchase price for the Transaction from $2.8 billion to $2.7 billion because of an increase in their model for cash taxes payable by Connect. Representatives of J.P. Morgan conveyed that in order for Advent’s proposal to remain attractive, it needed to maintain the current purchase price either through the cash consideration or the issuance of equity to Nielsen.

On October 26, 2020, representatives of Bidder D contacted representatives of J.P. Morgan again to reiterate Bidder D’s continued interest in a potential transaction with respect to Connect.

On October 27, 2020, Advent formally proposed the cash purchase price reduction from $2.8 billion to $2.7 billion, but offered a warrant to purchase equity interests in Connect in the future (the “Warrant”). The Warrant would begin out-of-the-money but provide upside if Connect performed well in the future. See the section of this proxy statement entitled “—Transaction Documents—Warrant Agreement” for a description of the terms of the Warrant.

On October 28, 2020, representatives of J.P. Morgan discussed the proposed terms of the Warrant with Advent and the ways in which Advent could make such terms more valuable to Nielsen shareholders. Later that day, Advent provided an improved proposal with respect to the terms of the Warrant.

 

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On October 29, 2020, the Nielsen Board of Directors held a meeting, with members of management, Wachtell Lipton, and Clifford Chance LLP (“Clifford Chance”), counsel to Nielsen, participating. Representatives of Clifford Chance reviewed with the directors their fiduciary duties under UK law. Representatives of J.P. Morgan described the economic terms of the Advent proposal that had been negotiated, including the terms of the Warrant to be issued to Nielsen in connection with the Transaction. Representatives of J.P. Morgan then presented their financial analysis of the purchase price to be paid by Advent to Nielsen in connection with the Transaction and rendered the oral opinion of J.P. Morgan to the Board, which was subsequently confirmed by delivery of a written opinion, to the effect that, as of the date of such opinion, and on the basis of and subject to the factors and assumptions set forth in J.P. Morgan’s written opinion, the purchase price to be paid to Nielsen in the Transaction, pursuant to the Stock Purchase Agreement, was fair, from a financial point of view, to Nielsen.

The Nielsen Board of Directors, by unanimous vote of all directors, (i) determined that the transactions contemplated by the Stock Purchase Agreement and the other Transaction Documents, including the Transaction, would be most likely to promote the success of Nielsen for the benefit of its shareholders as a whole, (ii) approved the execution, delivery and performance of the Stock Purchase Agreement and the other Transaction Documents and the consummation of the transactions contemplated thereby, including the Transaction, (iii) resolved to recommend that the holders of Nielsen’s ordinary shares vote in favor of the Transaction and (iv) directed that the Transaction be submitted for approval by the holders of Nielsen’s ordinary shares at a meeting of such holders.

Following the meeting of the Nielsen Board of Directors, until October 31, 2020, representatives of Wachtell Lipton and Ropes & Gray finalized the terms of the Transaction Documents, in accordance with the terms approved by the Nielsen Board of Directors, and on October 31, 2020, Nielsen and Purchaser executed the Stock Purchase Agreement.

On November 1, 2020, Nielsen and Advent issued a joint press release announcing the Transaction and the execution of the Transaction Documents.

Reasons for the Transaction

After careful consideration, the Nielsen Board of Directors has (i) determined that the transactions contemplated by the Stock Purchase Agreement and the other Transaction Documents, including the Transaction, would be most likely to promote the success of Nielsen for the benefit of its shareholders as a whole, (ii) approved the execution, delivery and performance of the Stock Purchase Agreement, the other Transaction Documents and the consummation of the transactions contemplated thereby, including the Transaction, (iii) resolved to recommend that the holders of Nielsen shareholders vote in favor of the Transaction and (iv) directed that the Transaction be submitted for approval at a special meeting of the Nielsen shareholders. In arriving at its determination, the Nielsen Board of Directors consulted with Nielsen’s senior management, as well as with outside legal and financial advisors, reviewed a significant amount of information and considered a number of factors, in each case over a lengthy period of time. These factors included, but were not limited to, the following factors which the Nielsen Board of Directors viewed as supporting its determination:

 

•

the financial analysis reviewed and discussed with the Finance Committee and the Nielsen Board of Directors by representatives of J.P. Morgan, including that the Purchase Price was within the range of discounted cash flow values of Connect of $2.1 to $2.7 billion based on the Board Direction Case and that the Transaction could result in further enhanced value for Nielsen and its shareholders, including by reducing its leverage;

 

•

the oral opinion of J.P. Morgan rendered to the Nielsen Board of Directors on October 29, 2020, which was subsequently confirmed by delivery of a written opinion dated October 31, 2020, to the effect that, as of such date, and based upon and subject to the factors and assumptions set forth in J.P. Morgan’s written opinion, the Consideration to be paid in the Transaction pursuant to the Stock Purchase

 

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Agreement, was fair, from a financial point of view, to Nielsen, as more fully described in the section of this proxy statement entitled “—Opinion of Nielsen’s Financial Advisor”;

 

•

the fact that the Nielsen Board of Directors conducted two separate thorough and diligent strategic alternatives reviews, the first in 2018 to 2019 including communicating with 60 potential bidders regarding the potential sale of Connect or Nielsen as a whole, executing non-disclosure agreements with 30 of those bidders, and receiving indications of interest from at least five of these bidders, and the second in 2020 including communicating with four potential bidders or bidding consortiums regarding the potential sale or sponsored spin-off of Connect, executing non-disclosure agreements with three of those bidders, and receiving indications of interest from three of these bidders;

 

•

the fact that at the conclusion of the 2020 process, the Nielsen Board of Directors determined that Advent’s proposal was more favorable than the other proposals submitted, and the Nielsen Board of Directors’ belief that Advent’s proposal was more favorable for Nielsen than pursuing the previously announced spin-off transaction, a sponsored spin-off transaction or retaining Connect and continuing to operate it, including that the Transaction would provide an additional $1.1 billion of estimated net proceeds to Nielsen as compared to the previously announced spin-off transaction, and enable Nielsen to reduce its pro forma gross leverage to 4.3x as compared to 5.0x in the case of the previously announced spin-off transaction;

 

•

the Nielsen Board of Directors’ belief that the purchase price to be paid to Nielsen in connection with the Transaction represents fair valuation for Connect, including in the context of the recent historical and projected future performance of Connect;

 

•

the potential future value of the Warrant to be issued to Nielsen in connection with the Transaction;

 

•

the Nielsen Board of Directors’ view that the Transaction has a high likelihood of being completed in a timely manner given the commitments of both parties to complete the Transaction pursuant to their respective obligations under the Stock Purchase Agreement, the limited nature of the closing conditions under the Stock Purchase Agreement, the fact that Advent’s obligation to complete the Transaction is not conditioned on it obtaining financing, and the fact that Advent has obtained firm commitments from one or more lenders for the financing of the Transaction;

 

•

the Nielsen Board of Directors’ view that the following terms and conditions of the Stock Purchase Agreement were favorable to the Company:

 

•

that Nielsen will receive predominantly cash consideration in connection with the Transaction, and, in particular, the certainty of value and liquidity of such cash consideration;

 

•

the ability of the Nielsen Board of Directors, subject to the Stock Purchase Agreement, to evaluate Competing WholeCo Proposals that Nielsen may receive, and Nielsen’s ability, subject to certain provisions of the Stock Purchase Agreement, to terminate the Stock Purchase Agreement (and pay the relatively low Termination Fee upon certain circumstances) if the Nielsen Board of Directors determines that such Competing WholeCo Proposal is more favorable from a financial point of view to Nielsen and its shareholders than the Transaction and is reasonably likely to be completed on the terms proposed (see the section of this proxy statement entitled “—The Stock Purchase Agreement—No Solicitation; Termination Fees”);

 

•

the non-survival of the representations, warranties and pre-closing covenants and agreements in the Stock Purchase Agreement (except for the Specified Representations); and

 

•

Nielsen would be entitled to a $168 million reverse termination fee in the event the Stock Purchase Agreement was terminated under certain circumstances; and

 

•

the Nielsen Board of Directors’ knowledge of Nielsen’s business, operations, financial condition, earnings and prospects.

 

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The Nielsen Board of Directors also considered potential uncertainties, drawbacks and risks related to the Transaction, including the following risks and potentially negative factors, but determined that these potential risks and potentially negative factors were outweighed by the expected benefits of the Transaction:

 

•

the lack of availability of appraisal rights under United Kingdom law for Nielsen shareholders;

 

•

the restrictions on Nielsen’s operation of Connect between the date of the Stock Purchase Agreement and the completion of the Transaction;

 

•

the risks relating to Nielsen’s ability to retain or recruit key management personnel or other key employees;

 

•

the risks and costs to Nielsen if the Transaction does not close, including the diversion of management and employee attention, potential disruption in Nielsen’s customer and vendor relationships and other potential operational and performance uncertainties;

 

•

the possibility that certain of Nielsen’s directors and executive officers may have interests with respect to the Transaction that are different from or in addition to their interests as Nielsen shareholders generally (see the section of this proxy statement entitled “—Interests of Nielsen Directors and Executive Officers in the Transaction”);

 

•

the fact that, under the terms of the terms of the Stock Purchase Agreement, Nielsen is required to indemnify Advent for losses up to an aggregate amount of $50 million in connection with any breach or inaccuracy of the Specified representations (see the section of this proxy statement entitled “—The Stock Purchase Agreement—Representations and Warranties”);

 

•

the fact that, under the terms of the Stock Purchase Agreement, Nielsen must pay Advent the Termination Fee if the Stock Purchase Agreement is terminated in certain circumstances, although the Nielsen Board of Directors was of the view that the amount of the Termination Fee was reasonable and relatively low in the context of similar fees payable in other transactions and would not preclude another party from making a Competing WholeCo Proposal (see the section of this proxy statement entitled “—The Stock Purchase Agreement—No Solicitation; Termination Fees”);

 

•

the fact that, under the terms of the Stock Purchase Agreement, Nielsen must reimburse certain of Advent’s expenses in an amount up to $8,500,000 in the event that the Stock Purchase Agreement is terminated due to Nielsen’s shareholders failing to approve the Transaction at the Nielsen special meeting;

 

•

the fact that a terminated sale of Connect could delay a future sale to a third party or other strategic transaction, including, for example, the previously announced spin-off transaction, a minority investment in Nielsen or a sponsored spin-off transaction;

 

•

the fact that, as a result of the sale, the Nielsen shareholders would no longer participate in the future value of Connect, other than potentially through the Warrant in the event the shares of common stock of Issuer (as defined below) were to reach a per share value in excess of the Exercise Price (as defined below);

 

•

the discounted cash flow value ranges of Connect that were reviewed by the Finance Committee and the Nielsen Board of Directors based on the CIM Case of $3.1 to $3.9 billion and based on the Upside Case of $4.2 to $5.2 billion, compared to the discounted cash flow value ranges of Connect that were reviewed by the Finance Committee and the Nielsen Board of Directors based on the Board Direction Case of $2.1 to $2.7 billion, based on the Trend Case of $1.3 to $1.7 billion, and based on the Trend with Cost Mitigants Case of $1.9 to $2.4 billion (with each of these discounted cash flow value ranges based on the same methodology as described in the section of this proxy statement entitled “—Opinion of Nielsen’s Financial Advisor—Discounted Cash Flow Analysis”);

 

•

the uncertain value of the Warrant, which will initially be deeply out-of-the-money and in a company that Nielsen no longer controls;

 

•

the fact that the Transaction will generally be taxable to Nielsen for U.S. federal income tax purposes; and

 

•

the other factors described in the section of this proxy statement entitled “Risk Factors.”

The foregoing description of the factors considered by the Nielsen Board of Directors is not intended to be exhaustive, but rather includes material factors considered by the Nielsen Board of Directors. The

 

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Nielsen Board of Directors also considered other factors in deciding to approve and recommend that the Nielsen shareholder authorize the Transaction. In reaching its decision and recommendation, the Nielsen Board of Directors did not quantify or assign any relative weights to the factors considered and individual directors may have given different weights to different factors.

This explanation of the Nielsen Board of Directors’ reasons for the Transaction and the other information presented in this section are forward-looking in nature and should be read in light of the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.”

Recommendation of the Nielsen Board of Directors

The Nielsen Board of Directors unanimously recommends that shareholders vote “FOR” the Transaction Proposal.

Transaction Overview

This proxy statement highlights selected information related to the Transaction and is qualified in its entirety by reference to the complete text of the Stock Purchase Agreement, which is incorporated into this proxy statement by reference and attached as Annex A hereto. This proxy statement therefore may not contain all of the information that is important to you. To understand the Transaction more fully and for a complete description of the legal terms of the Transaction, you should read this entire proxy statement, the appendices to this proxy statement and the documents incorporated by reference into this proxy statement carefully before voting. You may obtain the documents and information incorporated by reference into this proxy statement without charge by following the instructions under the section of this proxy statement entitled “Where You Can Find Additional Information.”

The Transaction

Nielsen and Purchaser have entered into the Stock Purchase Agreement, pursuant to which Nielsen has agreed to sell the equity interests of certain Nielsen subsidiaries containing Connect to Purchaser subject to the terms and conditions set forth in the Stock Purchase Agreement. The purchase price that Purchaser will pay or cause to be paid in connection with the Transaction is $2,700,000,000 in cash, subject to adjustments for Closing levels of cash, indebtedness, debt-like items and working capital as provided for in the Stock Purchase Agreement. In addition, Nielsen will also receive a warrant to purchase equity interests (the “Warrant Shares”) in the company (the “Issuer”) that will own Connect following the closing of the Transaction (the “Closing”), exercisable in certain circumstances (the “Warrant”).

The Stock Purchase Agreement

Purchase Price

Pursuant to the Stock Purchase Agreement, Purchaser will pay or cause to be paid to Nielsen, in exchange for the equity interests of the Nielsen subsidiaries containing Connect, $2,700,000,000 in cash, subject to the following adjustments, In addition, Nielsen will also receive the Warrant.

 

•

plus or minus the amount by which the net working capital of Connect as of 11:59 p.m. on the business day immediately prior to the date of the Closing is greater than $228,900,000 or less than $207,100,000;

 

•

plus or minus the sum of the following (but not to exceed $50,000,000):

 

•

the amount (which may be positive or negative) by which the cash amounts of the Purchased Companies located in countries in which Nielsen has multi-currency notional pooling capacities,

 

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as of 11:59 pm on the business day immediately prior to the date of the Closing, exceeds $15,000,000 (which is an agreed minimum level of cash to operate Connect in such countries that will not increase the purchase price); provided, that if the amount is a positive number, it shall be reduced by 7% of the excess amount (which is an estimate of the repatriation costs associated with such cash);

 

•

the cash amounts (which may be positive or negative) of the Purchased Companies located in the United States as of 11:59 p.m. on the business day immediately prior to the date of the Closing, minus $5,000,000 (which is an agreed minimum level of cash to operate Connect in the United States that will not increase the purchase price); and

 

•

the amount (which will either be $0 or negative) equal to the cumulative amount, for all countries in which Nielsen does not have multi-currency notional pooling capacities, between the actual cash amounts of the Purchased Companies in such countries as of 11:59 p.m. on the business day immediately prior to the date of Closing and specified minimum cash amounts for such countries (which are agreed minimum levels of cash to operate Connect in such countries that will not increase the purchase price, and which aggregate to $90,000,000); and

 

•

minus the amount of certain debt and debt-like items of the Purchased Companies as of 11:59 p.m. on the business day immediately prior to the date of the Closing.

Closing Date

Subject to the satisfaction or waiver of the conditions contemplated in the Stock Purchase Agreement (see the section of this proxy statement entitled “Proposal 1: The Transaction—The Stock Purchase Agreement—Conditions to the Completion of the Transaction”), the Closing will take place through the electronic exchange of documents on the second business day following the satisfaction of all the conditions contained in the Stock Purchase Agreement (other than those conditions that by their nature are to be satisfied by the actions taken at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing, or, to the extent permitted, waived by the parties entitled to the benefits of such conditions). Purchaser will not be required to consummate the closing prior to January 22, 2021, unless an earlier date is specified in writing by Purchaser to Nielsen at least three business days in advance. In addition, if the Closing would otherwise happen between March 15, 2021 and March 31, 2021, then the Closing will instead occur on April 1, 2021 unless otherwise agreed to in writing by Nielsen. Nielsen currently expects the Closing to occur in the second quarter of 2021.

Conditions to the Completion of the Transaction

Nielsen and Purchaser’s obligations to effect the Transaction are subject to the satisfaction of certain conditions, including, among other things:

 

•

the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the other required governmental filings, notices, approvals and clearances having been obtained or occurred;

 

•

the absence of an injunction or law that prevents, enjoins, prohibits or makes illegal the consummation of the Transaction; and

 

•

the receipt of the approval of the transaction by the Nielsen shareholders.

Nielsen’s obligations to effect the Transaction are subject to the satisfaction or waiver of additional conditions including, among other things:

 

•

the representations by Purchaser contained in the Stock Purchase Agreement being true and correct on and as of the Closing as if made on and as of the Closing without giving effect to any materiality, “Purchaser Material Adverse Effect” (as defined below) or similar qualifiers set forth therein, except

 

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(x) that representations and warranties that are made as of a specific date shall be true and correct on and as of such date and (y) where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect;

 

•

Purchaser’s performance in all material respects with its covenants and agreements contained in the Stock Purchase Agreement to be performed on or before Closing;

 

•

Nielsen’s receipt from Purchaser of a certificate signed on behalf of Purchaser by an executive officer of Purchaser, stating that the conditions to Nielsen’s obligations to complete the Transaction above have been satisfied; and

 

•

Nielsen’s receipt of each of the counterparts of the Transaction Documents other than the Stock Purchase Agreement and the Warrant Agreement.

Purchaser’s obligations to effect the Transaction are subject to the satisfaction or waiver of additional conditions, including, among other things:

 

•

the representations by Nielsen contained in the Stock Purchase Agreement:

 

•

regarding the capitalization of the Purchased Companies (other than the Target Entities) and the Minority Equity Entities, the sufficiency of the assets transferred in the Transaction, and the absence of any undisclosed broker’s fees, in each case being true and correct in all material respects on and as of the Closing as if made on and as of the Closing, except that representations and warranties that are made as of a specific date shall be true and correct in all material respects on and as of such date;

 

•

regarding the capitalization of the Target Entities and Nielsen’s authority to execute and deliver the Stock Purchase Agreement and consummate the Transaction, in each case being true and correct in all but de minimis respects on and as of the Closing as if made on and as of the Closing, except that representations and warranties that are made as of a specific date shall be true and correct in all but de minimis respects on and as of such date; and

 

•

other than the representations and warranties described in the bullets above, being true and correct as of the Closing as if made on and as of the Closing, without giving effect to any materiality, Business Material Adverse Effect, or similar qualifications set forth in the Stock Purchase Agreement, except (x) that representations and warranties that are made as of a specific date shall be true and correct on and as of such date and (y) where the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Business Material Adverse Effect;

 

•

Nielsen’s performance in all material respects of its covenants and agreements contained in the Stock Purchase Agreement to be performed on or before Closing;

 

•

since the date of the Stock Purchase Agreement, no Business Material Adverse Effect having occurred;

 

•

Purchaser’s receipt from Nielsen of a certificate signed on behalf of Nielsen by an executive officer of Nielsen, stating that the conditions to Purchaser’s obligations to complete the Transaction above have been satisfied; and

 

•

Purchaser’s receipt of each of Nielsen’s executed counterparts of the Transaction Documents other than the Stock Purchase Agreement.

For purposes of the Stock Purchase Agreement and as used in this proxy statement, “Business Material Adverse Effect” means any change, effect, event, occurrence, fact, condition, circumstance or development that, individually or in the aggregate, has had or would reasonably be expected to have, a material adverse effect on:

 

•

the ability of Purchaser to consummate the Transaction by the Outside Date; or

 

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•

the business, results of operations or financial condition of Connect or the Purchased Companies, taken as a whole; however, the following are excluded in determining whether a Business Material Effect has occurred or would reasonably be expected to occur for purposes of this clause:

 

a.

general, business, regulatory or other conditions in the industries in which Connect operates, including competition in any of the geographic areas in which Connect operates (except to the extent that such impact is, or is reasonably expected to be, disproportionately adverse to Connect, taken as a whole, relative to similarly situated businesses in the industry or industries in which Connect operates (in which case, the incremental disproportionate impact to the extent not otherwise excluded by the definition of Business Material Adverse Effect or otherwise attributable to the COVID-19 pandemic may be taken into account in determining whether there has been a Business Material Adverse Effect));

 

b.

any changes or developments in domestic, foreign or global markets or domestic, foreign or global economic conditions generally, including (i) any changes or developments in or affecting domestic or foreign securities, equity, credit or financial markets or (ii) any changes or developments in or affecting domestic or foreign interests or exchange rates (except to the extent that such impact is, or is reasonably expected to be, disproportionally adverse to Connect, taken as a whole, relative to similarly situated businesses in the industry or industries in which Connect operates (in which case, the incremental disproportionate impact to the extent not otherwise excluded by the definition of Business Material Adverse Effect or otherwise attributable to the COVID-19 pandemic may be taken into account in determining whether there has been a Business Material Adverse Effect));

 

c.

changes in the Generally Accepted Accounting Principles (“GAAP”) or other applicable accounting standards or in any interpretation or enforcement thereof (except to the extent that such impact is, or is reasonably expected to be, disproportionately adverse to Connect, taken as a whole, relative to similarly situated businesses in the industry or industries in which Connect operates (in which case, the incremental disproportionate impact to the extent not otherwise excluded by the definition of Business Material Adverse Effect or otherwise attributable to the COVID-19 pandemic may be taken into account in determining whether there has been a Business Material Adverse Effect));

 

d.

changes in law or any interpretation or enforcement thereof (except to the extent that such impact is, or is reasonably expected to be, disproportionately adverse to Connect, taken as a whole, relative to similarly situated businesses in the industry or industries in which Connect operates (in which case, the incremental disproportionate impact to the extent not otherwise excluded by the definition of Business Material Adverse Effect or otherwise attributable to the COVID-19 pandemic may be taken into account in determining whether there has been a Business Material Adverse Effect));

 

e.

changes in domestic, foreign or global political conditions (except to the extent that such impact is, or is reasonably expected to be, disproportionately adverse to Connect, taken as a whole, relative to similarly situated businesses in the industry or industries in which Connect operates (in which case, the incremental disproportionate impact to the extent not otherwise excluded by the definition of Business Material Adverse Effect or otherwise attributable to the COVID-19 pandemic may be taken into account in determining whether there has been a Business Material Adverse Effect));

 

f.

any act of civil unrest, civil disobedience, riots, looting, war, terrorism, cyberterrorism, military activity, sabotage or cybercrime, including an outbreak or escalation of hostilities, declaration of a national emergency or war, or the worsening of such existing conditions (except to the extent that such impact is, or is reasonably expected to be, disproportionately adverse to Connect, taken as a whole, relative to similarly situated businesses in the industry or industries in which Connect operates (in which case, the incremental disproportionate impact to the extent not otherwise

 

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excluded by the definition of Business Material Adverse Effect or otherwise attributable to the COVID-19 pandemic may be taken into account in determining whether there has been a Business Material Adverse Effect));

 

g.

conditions resulting from epidemics and pandemics (including the COVID-19 pandemic), weather conditions, natural or manmade disasters or other acts of God (including storms, earthquakes, tornados, floods or other natural disasters) (except to the extent that such impact is, or is reasonably expected to be, disproportionately adverse to Connect, taken as a whole, relative to similarly situated businesses in the industry or industries in which Connect operates (in which case, the incremental disproportionate impact to the extent not otherwise excluded by the definition of Business Material Adverse Effect or otherwise attributable to the COVID-19 pandemic may be taken into account in determining whether there has been a Business Material Adverse Effect));

 

h.

the execution, delivery and performance of the Stock Purchase Agreement or any other Transaction Documents or the public announcement, pendency or consummation of the Transaction or the other transactions contemplated by the Transaction Documents, including the impact on the relationships of Connect with labor unions, works councils, financing sources, customers, suppliers, partners or other persons (except to the extent arising from a breach of Nielsen’s representations regarding the absence of conflicts and third-party consents or to the extent taken in compliance with Nielsen’s obligations to continue to run Connect in the ordinary course between Signing and Closing, unless such actions are taken at the express direction of Purchaser);

 

i.

the identity of Purchaser or any of its affiliates as the acquiror of Connect;

 

j.

any matter set forth in Nielsen’s disclosure schedules relating to its representations and warranties under the Stock Purchase Agreement;

 

k.

the failure of Nielsen, the Purchased Companies or Connect to meet any internal, Purchaser, analyst, published or other external projections, budgets, forecasts or estimates for any period (provided that the underlying causes thereof may be considered in determining whether a Business Material Adverse Effect has occurred if not otherwise excluded under this definition); and

 

l.

compliance with the terms of the Stock Purchase Agreement or the taking or omission of any action under the Stock Purchase Agreement or consented to or requested by Purchaser in writing (provided, that this will not apply to effects arising to any breach of Nielsen’s representations regarding the absence of conflicts and third-party consents or to the extent taken in compliance with Nielsen’s obligations to continue to run Connect in the ordinary course between Signing and Closing, unless such actions are taken at the express direction of Purchaser).

Treatment of Nielsen Equity

With the exception of equity awards held by Connect employees, each Nielsen equity award granted under the Nielsen 2019 Stock Incentive Plan or the Amended and Restated Nielsen 2010 Stock Incentive Plan (together, the “Nielsen Stock Plans”), as applicable, will not be impacted by the Transaction and will continue to be an award of Nielsen ordinary shares following the Closing, subject to the same terms and conditions that were applicable to such awards before the Closing.

Nielsen equity awards granted to Connect employees under the Nielsen Stock Plans will, pursuant to the Stock Purchase Agreement, receive the following treatment:

Tier I Connect Employees. All outstanding Nielsen equity awards granted to Connect employees who are considered Tier I Connect employees will remain outstanding following the Closing and will be eligible to be assumed or substituted by Purchaser, subject to terms and conditions determined by Purchaser. The Tier I Connect employees are the one hundred Connect employees with the highest 2020 total compensation.

 

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All Other Connect Employees. All outstanding Nielsen equity awards granted to Connect employees who are not considered Tier I Connect employees will become vested in full, effective immediately prior to the Closing, assuming achievement at not less than target in the event of any award subject to performance-based vesting conditions.

No Solicitation; Termination Fees

No Solicitation

Pursuant to the Stock Purchase Agreement, Nielsen has agreed that, from the execution of the Stock Purchase Agreement, it will not, and will cause each of its subsidiaries and its and their respective officers and directors, and shall instruct each of its other representatives not to, directly or indirectly:

 

•

solicit, initiate, knowingly encourage or knowingly facilitate any proposal or offer that constitutes, or would reasonably be expected to lead to, any Competing Proposal (as defined below);

 

•

participate in any discussions or negotiations regarding, or furnish to any other person any non-public information in connection with or for the purpose of facilitating, any proposal or offer that constitutes, or would reasonably be expected to lead to, a Competing Proposal (other than, solely in the case of a Competing WholeCo Proposal (as defined below), to ascertain facts from the person making such proposal or offer for the sole purpose of the Nielsen Board of Directors informing itself about such proposal or offer and the person that made it and, in the case of any Competing Proposal, for Nielsen to refer the inquiring person to the no solicitation provision of the Stock Purchase Agreement); or

 

•

enter into any letter of intent, agreement or agreement in principle providing for a Competing Proposal (other than, solely in the case of a Competing WholeCo Proposal, a confidentiality agreement containing confidentiality provisions that are not less favorable in any material respect to Nielsen than those contained in the confidentiality agreement signed with Advent).

Pursuant to the Stock Purchase Agreement, Nielsen has agreed that, from the execution of the Stock Purchase Agreement, it will, and will cause each of its subsidiaries and its and their respective officers and directors, and shall instruct each of its other representatives to immediately cease and cause to be terminated any discussions or negotiations with any persons (other than Purchaser and its affiliates and representatives) that may be ongoing with respect to any Competing Proposal. Nielsen agrees not to release any third party from, waive, amend or modify any standstill or confidentiality provision with respect to a Competing Proposal in any agreement to which Nielsen is a party; provided that if the Nielsen Board of Directors determines in good faith, after consultation with Nielsen’s outside legal counsel, that the failure to take such action with respect to a Competing WholeCo Proposal would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, Nielsen may wave any such standstill provision to the extent necessary to permit a third party to make a Competing WholeCo Proposal.

For purposes of the Stock Purchase Agreement and as used in this proxy statement:

 

•

a “Competing WholeCo Proposal” means any bona fide proposal or offer made by a third party to purchase or otherwise acquire, directly or indirectly, beneficial ownership of more than 25% of any class of equity securities of Nielsen (unless such proposal does not, and would not reasonably be expected to, materially delay or prohibit (including by imposing a consent right on the part of such proposing third party with respect to) the consummation of the Transaction as contemplated hereunder and, as a condition to Nielsen’s entry into a definitive agreement with respect to such proposal, the proposing third party agrees to vote, or cause to be voted, all Nielsen ordinary shares it owns in favor of the Transaction at the Nielsen special meeting (such proposal, a “Permitted WholeCo Proposal”)); and

 

•

a “Competing Proposal” means (i) any bona fide proposal or offer made by a third party to purchase or otherwise acquire, directly or indirectly, beneficial ownership of any assets of Nielsen and its

 

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subsidiaries that constitute a material portion of the assets of Connect or (ii) a Competing WholeCo Proposal.

Superior Proposal; Adverse Recommendation Changes

Pursuant to the Stock Purchase Agreement, Nielsen has agreed that, from the execution of the Stock Purchase Agreement and prior to the date the Nielsen shareholder approval is obtained, if Nielsen receives a Competing WholeCo Proposal that the Nielsen Board of Directors determines in good faith constitutes or could reasonably be expected to lead to a Superior Proposal (as defined below), then Nielsen and its representatives may (i) furnish, pursuant to a confidentiality agreement containing confidentiality provisions that are not less favorable in any material respect to Nielsen than those contained in the confidentiality agreement signed with Purchaser, information with respect to Nielsen and its subsidiaries to the person that has made the Competing WholeCo Proposal and its representatives (provided that Nielsen shall, substantially concurrently with delivering information to such person, also provide the relevant information to Purchaser, unless previously provided) and (ii) engage in or otherwise participate in discussions or negotiations with the person that has made the Competing WholeCo Proposal and its representatives regarding the Competing WholeCo Proposal. Nielsen will notify Purchaser within 24 hours if it takes any of the actions described in (i)-(ii). Nielsen will notify Purchaser within 24 hours after receipt of any Competing Proposal, offer or discussions that would be reasonably likely to lead to a Competing Proposal, including the material terms and conditions thereof and the identity of the person making the Competing Proposal, and will keep Purchaser reasonably informed to the status of such Competing Proposal.

Unless otherwise provided by the Stock Purchase Agreement, neither the Nielsen Board of Directors nor any committee will be permitted to (i) qualify, withhold, withdraw or modify (or publicly propose to qualify, withhold, withdraw or modify), in any manner adverse to Advent, the Nielsen Recommendation (as defined below); (ii) fail to include the Nielsen Recommendation in this proxy statement; (iii) in the event that a Competing Proposal that is a tender or exchange offer is commenced (within the meaning of Rule 14d-2 under the Exchange Act), fail to send the Nielsen shareholders, pursuant to Rule 14e-2(a) under the Exchange Act and within ten business days after such tender or exchange offer is first commenced, a recommendation that the Nielsen shareholders reject such tender or exchange offer and publicly affirming the Nielsen Recommendation; (iv) approve or recommend to the Nielsen shareholders (or publicly propose to approve or recommend to the shareholders) a Competing Proposal (any action in this (iv), an “Adverse Recommendation Change”); or (v) authorize, cause or permit Nielsen or any of its subsidiaries to enter into any letter of intent, agreement or agreement in principle providing for a Competing Proposal.

Notwithstanding anything to the contrary contained in the Stock Purchase Agreement, at any time prior to the time that the Nielsen shareholder approval is obtained and following the time at which a Competing WholeCo Proposal has been made to Nielsen, the Nielsen Board of Directors may make an Adverse Recommendation Change if, prior to taking such action, the Nielsen Board of Directors has determined in good faith, after consultation with Nielsen’s outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the Nielsen Board of Directors’ fiduciary duties under applicable law; provided that, prior to making such Adverse Recommendation Change, (i) Nielsen has given Purchaser at least three business days’ prior written notice of its intention to take such action, including the reasons therefor and (ii) at the end of such notice period, the Nielsen Board of Directors shall have considered in good faith any revision to the terms of the Stock Purchase Agreement proposed in writing by Purchaser, and shall have determined, after consultation with Nielsen’s outside legal counsel, that the failure to make an Adverse Recommendation Change would continue to be reasonably expected to be inconsistent with the Nielsen Board of Directors’ fiduciary duties under applicable law.

If the Nielsen Board of Directors has determined in good faith that a Competing WholeCo Proposal constitutes a Superior Proposal, the Nielsen Board of Directors may, subject to the terms described above, (i) make an Adverse Recommendation Change or (ii) cause Nielsen to terminate the Stock Purchase Agreement in order to enter into a definitive agreement related to the Superior Proposal (subject to paying the Termination

 

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Fee as described below); provided that, prior to taking any such action in (i) or (ii), (a) Nielsen has given Purchaser three business days’ prior written notice of its intention to take such action, which includes a description of the material terms and the identity of the person making such Superior Proposal, (b) at the end of the notice period, the Nielsen Board of Directors shall have considered in good faith any revisions proposed by Purchaser, and shall have determined that the Superior Proposal would continue to constitute a Superior Proposal if such revisions proposed by Purchaser were to be given effect and (c) in the event of any material change to the terms of the Superior Proposal, Nielsen will have delivered Purchaser an additional written notice and a new two business day notice period will commence.

For purposes of the Stock Purchase Agreement and as used in this proxy statement, a “Superior Proposal” means a Competing WholeCo Proposal that the Nielsen Board of Directors determines in good faith, after consultation with Nielsen’s outside financial advisors and outside legal counsel, taking into account the timing, likelihood of consummation, legal, financial, regulatory and other aspects of the Competing WholeCo Proposal, including the financing terms thereof, and other factors that the Nielsen Board of Directors considers appropriate, to be more favorable to Nielsen and its shareholders than the transactions contemplated by the Stock Purchase Agreement.

Termination Fee; Expense Reimbursement

Nielsen is required to pay Purchaser the Termination Fee in the event that:

 

•

Nielsen terminates the Stock Purchase Agreement in order to enter into a definitive agreement relating to a Competing WholeCo Proposal that the Nielsen Board of Directors has determined is a Superior Proposal;

 

•

Purchaser terminates the Stock Purchase Agreement, prior to the receipt of the Nielsen shareholder approval, because an Adverse Recommendation Change has occurred; or

 

•

(i) after the Signing, a Competing Proposal for beneficial ownership of more than 50% of any class of equity securities of Nielsen is made and not withdrawn at least two business days prior to the Nielsen special meeting, (ii) the Stock Purchase Agreement is subsequently terminated by Nielsen or Purchaser due to a failure to receive the necessary Nielsen shareholder approval and (iii) Nielsen enters into a definitive agreement for the transaction described in (i) within the twelve months following such termination.

Nielsen will also be required to reimburse Purchaser’s reasonable out-of-pocket expenses of up to $8,500,000 incurred in connection with the Transaction in the event that the Nielsen shareholders fail to approve the Transaction.

Purchaser is obligated to pay Nielsen the Reverse Termination Fee in the event that:

 

•

Nielsen terminates the Stock Purchase Agreement due to an uncured breach by Purchaser of its representations, warranties or covenants under the Stock Purchase Agreement that would cause a failure of the conditions to Closing to be satisfied; or

 

•

either Nielsen or Purchaser terminates the Stock Purchase Agreement based on failure to close by the Outside Date, and at such time Nielsen could also have terminated the Stock Purchase Agreement for (i) an uncured breach of Purchaser’s representations, warranties or covenants under the Stock Purchase Agreement as described in the bullet above or (ii) if all the conditions to the Closing have been met, Purchaser has not consummated the Closing by the date on which it is required to occur under the Stock Purchase Agreement, and Nielsen has given Purchaser two business days’ notice of the satisfaction of the closing conditions and that Nielsen stands ready to consummate the Closing (a “Financing Failure”).

 

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Termination

The Stock Purchase Agreement may be terminated under certain circumstances, including:

 

•

by mutual written agreement of Nielsen and Purchaser;

 

•

by either Nielsen or Purchaser, if:

 

•

the Closing has not occurred before the Outside Date;

 

•

there is a permanent injunction or judgment issued by a court of competent jurisdiction which has become final and non-appealable, preventing the consummation of the Transaction, provided that the terminating party shall have used its reasonable best efforts to prevent the entry of the relevant permanent injunction or judgment; or

 

•

the Nielsen special meeting has concluded (including any adjournments or postponements) at which the a vote on the Transaction Proposal has been taken and the Nielsen shareholder approval has not been obtained.

 

•

by Purchaser, if:

 

•

prior to the receipt of the Nielsen shareholder approval, the Nielsen Board of Directors makes an Adverse Recommendation Change; or

 

•

Nielsen has materially breached its representations, warranties or covenants in a manner that would cause a Closing condition to fail to be satisfied (and such breach has not been cured during the applicable cure period).

 

•

by Nielsen, if:

 

•

the Nielsen Board of Directors has determined in good faith that a Competing WholeCo Proposal is a Superior Proposal, and is terminating the Stock Purchase Agreement to enter into a definitive agreement related to such Competing WholeCo Proposal;

 

•

all the conditions to the Closing have been met, Purchaser has not consummated the Closing by the date on which it is required to occur under the Stock Purchase Agreement, and Nielsen has given Purchaser two business days’ notice of the satisfaction of the closing conditions and that Nielsen stands ready to consummate the Closing; or

 

•

Advent has materially breached its representations, warranties or covenants in a manner that would cause a Closing condition to fail to be satisfied (and such breach has not been cured during the applicable cure period).

Withholding Taxes

Advent, Nielsen, their respective affiliates, and any other applicable withholding agent are entitled to deduct and withhold from any amounts otherwise payable pursuant to the Stock Purchase Agreement only such amounts required under applicable tax law to be deducted and withheld with respect to the making of such payment; provided, that (a) at least five days prior to making any payment of the purchase price, Purchaser will provide Nielsen written notice and a reasonable opportunity for Nielsen to provide evidence that would eliminate or reduce any such deduction or withholding and (b)  Purchaser and Nielsen (and their respective affiliates) will cooperate in good faith to reduce or eliminate any deduction or withholding.

Representations and Warranties

The Stock Purchase Agreement contains a number of representations and warranties made by Nielsen. Such representations and warranties are subject to qualifications and exceptions set forth in the Stock Purchase

 

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Agreement or in the confidential disclosure schedule provided by Nielsen to Purchaser pursuant to the Stock Purchase Agreement, and relate to, among other things, the following:

 

•

due organization, valid existence and good standing, and other corporate matters;

 

•

capitalization, title and ownership of, and absence of liens on or voting agreements related to the equity of, the Purchased Companies and the Minority Equity Entities;

 

•

authorization, execution, delivery and enforceability of the Transaction Documents;

 

•

the absence of conflicts or violations under organizational documents, contracts or law;

 

•

material litigation and material orders;

 

•

financial statements and absence of undisclosed liabilities;

 

•

absence of certain material changes or events;

 

•

sufficiency of assets;

 

•

intellectual property;

 

•

technology;

 

•

real property;

 

•

material contracts;

 

•

compliance with applicable laws and permits;

 

•

anti-corruption laws and sanctions;

 

•

environmental matters;

 

•

taxes;

 

•

labor relations, employees and employee benefits;

 

•

privacy;

 

•

information contained in this proxy statement;

 

•

intercompany arrangements and related party transactions;

 

•

brokers’ or finders’ fees with respect to the Transaction;

 

•

insurance;

 

•

contracts with top customers, vendors and retail cooperators; and

 

•

certain representations with respect to the accuracy of: (i) the Connect employee census delivered at Signing, (ii) the trial balance of Connect for the nine-month period ended September 30, 2020 and the unaudited condensed combined financial statements of the Connect for the nine-month period ended September 30, 2020, when prepared by Nielsen (collectively, the “Specified Representations”).

The Stock Purchase Agreement also contains a number of representations and warranties made by Purchaser. Such representations and warranties are subject to qualifications and exceptions set forth in the Stock Purchase Agreement and relate to, among other things, the following:

 

•

due organization, valid existence and good standing, and other corporate matters;

 

•

authorization, execution, delivery and enforceability of the Transaction Documents;

 

•

the absence of conflicts or violations under organizational documents, contracts or law;

 

•

the debt and equity financing commitments related to the Transaction;

 

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•

material litigation and material orders;

 

•

information contained in this proxy statement;

 

•

brokers’ or finders’ fees with respect to the Transaction;

 

•

accredited investor status and investigation and analysis of Nielsen, the Purchased Companies and Connect;

 

•

availability of funds to complete the Transaction;

 

•

receipt of a guarantee from certain affiliates of Advent for Purchaser’s obligations in connection with the Stock Purchase Agreement; and

 

•

interests in competitors of Connect.

Purchaser R&W Insurance Policy

At Signing, Purchaser conditionally bound a buyer-side representation and warranty insurance policy to be issued to Purchaser providing coverage for breaches or inaccuracies of the representations and warranties in the Stock Purchase Agreement (the “Purchaser R&W Insurance Policy”). Purchaser is required to bear all costs and expenses related to the Purchaser R&W Insurance Policy, including the premium, retention, deductible, broker fee, underwriting fee, due diligence fee, carrier commissions, underwriting costs, and surplus lines taxes and fees. Prior to the Closing, Nielsen is required to use commercially reasonable efforts to make available due diligence material reasonably requested by Purchaser to obtain the Purchaser R&W Insurance Policy.

Conduct of Connect Prior to Closing

Under the Stock Purchase Agreement, Nielsen has agreed that between Signing and Closing, Nielsen will cause the Purchased Companies, subject to the exceptions set forth in the Stock Purchase Agreement (with notable examples thereof set forth below), to (a) operate Connect in all material respects in the ordinary course of business, (b) use commercially reasonable efforts to preserve material existing relationships with third parties with whom the Purchased Companies conduct Connect, (c) take such commercially reasonable actions as may be necessary to implement the ongoing internal restructuring initiatives of Connect, and (d) use commercially reasonable efforts to enter into a cash pooling agreement with respect to Connect and take actions necessary to implement such agreement. Nielsen has also agreed that, subject to the exceptions set forth in the Stock Purchase Agreement (with notable examples thereof set forth below), Nielsen will not, and will cause the Purchased Companies and Connect not to, take the following actions (or authorize, commit or agree to take such actions):

 

•

unless required under an existing benefit plan or collective bargaining agreement, (i) increase compensation or benefits payable to any Connect employee or contractor of any Purchased Company, other than an ordinary course increase for an employee whose annual base salary is less than $250,000, (ii) provide or promise to provide severance, retention or other transaction-related benefits or equity awards to a Connect employee or (iii) accelerate the vesting or payment of compensation or benefits under a benefit plan;

 

•

other than in the ordinary course of business, terminate (other than termination for cause) or hire an independent contractor or Connect employee with annual base compensation in excess of $250,000 per year;

 

•

other than as required by law, negotiate, enter into, amend or extend a collective bargaining agreement;

 

•

take any action that would constitute a “mass layoff” or “plant closing” under the Worker Adjustment and Retraining Notification Act or that would otherwise trigger notice requirements or create a liability under any applicable plant closing notice law;

 

•

adopt, enter into, terminate or materially amend a Nielsen benefit plan related to Connect employees;

 

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•

amend or change the organizational documents of a Purchased Company, or of a material joint venture, partnership or other similar agreement involving equity co-investment between any Purchased Company, on the one hand, and any third party (other than a Purchased Company), on the other hand (a “Business Joint Venture”) (to the extent Nielsen or any of its subsidiaries has the authority to cause or consent to such amendment or change);

 

•

issue, transfer or dispose of, or grant any options, warrants or other rights related to, the equity interests of any Purchased Company;

 

•

other than in the ordinary course of business, (i) incur or guarantee and indebtedness over $500,000, (ii) make any material acquisitions of assets or businesses (including equity interests), (iii) sell, pledge, dispose of or encumber any material assets (including equity interests) or (iv) waive, cancel or assign any claims or rights of any Purchased Company that are material to Connect;

 

•

exclusively license, sell, assign or transfer ownership of any Business intellectual property, or abandon or allow any material Business intellectual property to lapse, except in the ordinary course of business;

 

•

except as required by applicable law, make any material changes to privacy or data security policies or practices;

 

•

(i) settle or agree to settle, waive, compromise or release any proceeding, other than a proceeding involving solely monetary damages under $500,000 for a single settlement and $2,500,000 in the aggregate which does not involve any admission of liability or wrongdoing by a Purchased Company, equitable relief adversely affecting a Purchased Company or a material restriction on the operation of Connect or admission of violation of law or (ii) commencing any material proceeding other than in the ordinary course of business;

 

•

other than (i) in the ordinary course of business in respect of any non-material amount in the aggregate or (ii) if such action would not reasonably be expected to result in a material increase in the tax liability of the Purchased Companies for any post-Closing tax period:

 

•

change the jurisdiction of tax residence of any Purchased Company;

 

•

waive or extend any statute of limitations in respect of any taxes, other than (a) extensions granted in connection with ongoing tax proceedings or (b) automatic or automatically granted extensions;

 

•

file any amended tax return;

 

•

make, change or revoke any tax election, other than in a manner consistent with past practice and in the ordinary course of business;

 

•

change any annual tax accounting period or method; or

 

•

settle or compromise any tax proceeding or enter into any closing agreement with any tax authority in respect of any tax;

 

•

other than in the ordinary course of business, enter into a contract with an affiliate (other than a Purchased Company) that would be binding on a Purchased Company or a Business Joint Venture after the Closing;

 

•

other than in the ordinary course of business, (i) enter into any new material contract or (ii) adversely amend, terminate, assign, modify in a material respect, or grant any material waiver or release under any material contract;

 

•

(i) make, commit to or incur any loans, advances or capital expenditure not contemplated in the capital budget of Connect in excess of $500,000 or (ii) other than in the ordinary course of business, fail to make or materially delay any capital expenditure contemplated in the capital budget of Connect;

 

•

other than in the ordinary course of business, delay or postpone the payment of accounts payable, accelerate the collection of accounts receivable or otherwise change or modify any material cash management practice or policy;

 

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•

reclassify, split, combine or subdivide any of its equity interests or authorize and declare any dividend or distribution (including of convertible securities);

 

•

adopt a plan of partial or complete liquidation, dissolution, merger, consolidation or other reorganization (other than any reorganization contemplated in connection with the Stock Purchase Agreement);

 

•

(i) make any material change to the product composition, scope or geographic coverage of Connect other than in the ordinary course of business or (ii) except as previously disclosed to Purchaser, modify, alter or otherwise change the name, marks or other branding tools used in connection with Connect;

 

•

transfer employees from Nielsen or any of the Nielsen subsidiaries that are selling the Purchased Companies to any Purchased Company or vice versa;

 

•

engage in any receivable factoring that would materially reduce the amount of assets of the Purchased Companies; or

 

•

make any material change in any method of financial accounting or auditing practice, other than as required by GAAP or applicable law.

The general conduct requirements and specific restrictions on operations set forth above are not applicable to the following:

 

•

actions required to affect the Closing structure set forth in the Stock Purchase Agreement;

 

•

actions required by applicable law;

 

•

reasonable actions taken or omitted in response to the COVID-19 pandemic (subject to an obligation to keep Purchaser informed of such actions);

 

•

actions required by the terms of the Stock Purchase Agreement (including actions relating to Nielsen’s ongoing internal restructuring initiatives);

 

•

actions taken for the entry into an agreement for or consummation of a Permitted WholeCo Proposal in and of itself;

 

•

actions taken to dividend or distribute cash amounts in excess of certain minimum cash amounts set forth in the Stock Purchase Agreement; or

 

•

actions taken with Purchaser’s consent.

Proxy Statement; Nielsen Special Meeting

Nielsen and Purchaser have agreed to certain obligations with respect to this proxy statement:

 

•

Nielsen was required to prepare and file the preliminary version of this proxy statement with the SEC as promptly as reasonably practicable (and in any event within 20 business days following the Signing);

 

•

Purchaser is required to reasonably cooperate with Nielsen in the preparation of the proxy statement and furnish all information about itself that is required in connection with the preparation of the proxy statement;

 

•

Nielsen is required to respond promptly to any comments from the SEC or the staff of the SEC and resolve such comments as soon as reasonably practicable, and to notify Purchaser of the receipt of such comments and provide copies of all correspondence between Nielsen and the SEC or staff of the SEC with respect to the proxy statement or the transactions contemplated by the Stock Purchase Agreement;

 

•

Nielsen is required to cause the proxy statement to be mailed to the Nielsen shareholders by December 31, 2020;

 

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•

subject to applicable law, Nielsen must provide Purchaser with reasonably opportunity to review and comment on the proxy statement and any amendment or supplement prior to when it is filed with the SEC or mailed to the Nielsen shareholders;

 

•

each of Nielsen and Purchaser represent to each other that the information included in the proxy statement that is mailed to Nielsen shareholder which they supply will not contain an untrue statement or material fact, omit to state a required material fact, or contain a misleading statement;

 

•

subject to the Nielsen Board of Directors’ ability to make an Adverse Recommendation Change, the Nielsen Board of Directors is required to include its recommendation to Nielsen shareholders that they adopt the Transaction Proposal in this proxy statement, and reasonably cooperate with Advent in making presentations to proxy advisory firms or other similar persons recommending the Transaction; and

 

•

if, prior to the Nielsen special meeting, any information relating to Nielsen or Purchaser or their respective affiliates is discovered by either Nielsen or Purchaser that would be required to be set forth in an amendment or supplement to the proxy statement, the discovering party will notify the other and an appropriate amendment will be promptly filed with the SEC, and disseminated to shareholders as required by law.

Nielsen and Purchaser have also agreed that Nielsen’s obligations under the Stock Purchase Agreement to mail this proxy statement and related materials to Nielsen shareholders shall be satisfied via delivery through “Notice and Access” pursuant to Rule 14a-16 promulgated under the Exchange Act.

In accordance with applicable law and Nielsen’s Articles of Association, Nielsen has agreed to set a record date for and hold the Nielsen special meeting to obtain the Nielsen shareholder approval of the Transaction as promptly as practicable and permissible, either on or following the mailing of the proxy statement to the Nielsen shareholders (and in any event, within fifty days after the date of such mailing). Once the record date for the Nielsen shareholder meeting has been set, Nielsen may not change the record date without Purchaser’s prior written consent (not to be unreasonably withheld, conditioned or delayed), unless the Nielsen Board of Directors determines in good faith (after consultation with outside legal counsel) that it is legally required to do so. Nielsen must cooperate with and keep Purchaser reasonably informed on its solicitation efforts and voting results following the dissemination of the proxy statement to the Nielsen shareholders. Nielsen may adjourn or postpone the Nielsen special meeting:

 

•

to allow for the filing and dissemination of any supplemental or amended disclosure document that the Nielsen Board of Directors has determined in good faith (after consultation with outside legal counsel) is required to be filed and disseminated under applicable law, as well as the evaluation of such supplemental or amended disclosure document by the Nielsen shareholders;

 

•

if there are insufficient Nielsen ordinary shares represented (either online or by proxy) to constitute the necessary quorum at the Nielsen special meeting;

 

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to the extent permitted by applicable law, to allow reasonable additional time to solicit additional proxies if Nielsen has not yet received proxies representing a sufficient number of Nielsen ordinary shares to obtain the Nielsen shareholder approval of the Transaction, whether or not a quorum is present (provided that Nielsen may only adjourn or postpone the meeting twice for this reason);

 

•

with the prior written consent of Purchaser (not to be unreasonably conditioned, withheld or delayed);

 

•

if required by applicable law or on account of a force majeure event or emergency; or

 

•

if the Nielsen shareholders approve a motion to adjourn the Nielsen special meeting pursuant to Nielsen’s Articles of Association.

Purchaser may require Nielsen to postpone or adjourn the Nielsen special meeting once, for not more than 10 business days, to solicit additional proxies if Nielsen had not yet received proxies representing a sufficient number of Nielsen ordinary shares to obtain the Nielsen shareholder approval of the Transaction, unless prior to

 

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any such postponement or adjournment, Nielsen has received an aggregate number of proxies such that, if the Nielsen ordinary shares subject to those proxies are not otherwise voted at the Nielsen special meeting to withdraw such proxies, the Nielsen shareholder approval of the Transaction would be obtained. Purchaser may not require Nielsen to postpone the Nielsen special meeting to within ten business days prior to the Outside Date.

Financing

Purchaser has obtained debt and equity financing commitments for the purpose of financing the Transaction and paying related fees and expenses. The obligations of Purchaser to consummate the Transaction are not subject to a financing condition and Purchaser is required to use its reasonable best efforts to obtain the financing set forth in the Commitment Letters (as defined below) on the terms and conditions described in the Commitment Letters.

Financing Cooperation Efforts

Nielsen is required to use its reasonable best efforts to, and cause its applicable subsidiaries and its and their respective representatives to, use their reasonable best efforts to, provide such cooperation as is reasonably requested by Purchaser in connection with the Debt Financing as set forth in the Stock Purchase Agreement and in the reasonable opinion of Nielsen, as does not unreasonably interfere with the ongoing operations of its or its Affiliates’ businesses (including Connect).

Regulatory Matters

Subject to the terms and conditions of the Stock Purchase Agreement, including with respect to antitrust laws, which are discussed further below, Purchaser and the Company have agreed to use reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to consummate and make effective the Transaction as promptly as practicable, including (i) preparing and filing all filings, forms, registrations and notifications required to be filed to consummate the Transaction, (ii) using reasonable best efforts to satisfy the conditions to consummating the Transaction, (iii) using reasonable best efforts to obtain (and to cooperate with each other in obtaining) any consent, authorization, expiration or termination of a waiting period, permit, order, approval, waiver or exemption of or by any governmental entity (including furnishing all information and documentary material required under the HSR Act or any other antitrust and foreign investment law) required to be obtained or made by Purchaser, the Company, or any of their respective affiliates in connection with the Transaction, (iv) defending any lawsuits or other legal proceedings, whether judicial or administrative, challenging the Stock Purchase Agreement or the consummation of the Transaction, (v) executing and delivering any additional instruments necessary to consummate the Transaction and to fully carry out the purposes of the Stock Purchase Agreement, and (vi) using reasonable best efforts to give all notices to, and obtain all approvals from certain scheduled third parties.

In addition to the above, each of the parties to the Stock Purchase Agreement has agreed that it will:

 

•

file, as promptly as practicable, all filings that may be required to be filed to consummate the Transaction, including filing their respective notification and report forms under the HSR Act no later than ten (10) business days after Signing, and to, as promptly as practicable, respond to inquiries and provide supplemental information requested from any governmental entity;

 

•

keep each other apprised of the status of matters relating to the completion of the Transaction and work cooperatively in connection with obtaining all required clearances and approvals; and

 

•

promptly inform the other party, and if in writing, furnish the other party with copies or (or, in the case of oral communications, advise the other party orally of) any communication from any governmental entity regarding the transaction and permit the other party to review and discuss in advance, and consider in good faith, the views of the other party in connection with, any proposed communication or submission with any such government entity.

 

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Further, and notwithstanding anything to the contrary in the Stock Purchase Agreement, Purchaser shall in order to permit the closing to occur as promptly as practicable and in any event before July 31, 2021, (i) propose, negotiate, commit to, effect and agree to, by consent decree, hold separate order, or otherwise, the sale, divestiture, license, holding separate, and other disposition of and restriction on the businesses, assets, properties, product lines and equity interests of, or changes to the conduct of business of, Purchaser, the Purchased Companies, and any of their respective subsidiaries, (ii) create, terminate, or divest relationships, ventures, contractual rights or obligations of Purchaser, the Purchased Companies, and their respective subsidiaries, and (iii) otherwise take or commit to take any action that would limit Purchaser’s freedom of action with respect to, or its ability to retain or hold, directly or indirectly, any businesses, assets, equity interests, product lines or properties of Purchaser, the Purchased Companies and their respective subsidiaries; provided that any such agreement or action binding upon the Purchased Companies is conditioned upon the Closing.

Post-Closing Employee Matters

During the period commencing at the Closing and ending on the one-year anniversary of the Closing, or such longer period as required by applicable law, Purchaser will provide, or cause to be provided, to each Connect employee (including the executive officers), subject to the Connect employee remaining employed by Purchaser or its affiliate during such period, (i) the same wage rate or base salary that is in effect immediately prior to the Closing, (ii) target cash opportunities that are in the aggregate no less favorable than those in effect immediately prior to the Closing, (iii) all other employee benefits (excluding equity-based compensation, defined benefits pursuant to qualified and nonqualified retirement plans, and retiree health and welfare benefits) that are no less favorable, in the aggregate, than those in effect immediately prior to the Closing, (iv) for Connect employees who are eligible to participate in the Nielsen Amended & Restated Severance Policy for Section 16 Officers and United States-based Senior Executives and/or the replica transferred benefit plan for Connect employees, a principal place of employment that is not more than 50 miles from the Connect employee’s principal place of employment as of immediately prior to the Closing (unless such Connect employee consents to a change in principal place of employment), and (v) for Connect employees who are providing services outside the United States and to the extent required by applicable law or the terms of any collective bargaining agreement, the recognition of seniority prior to the Closing with Nielsen or any of its affiliates (or any of their predecessors) for all purposes. In addition, the compensation and benefits of any Connect employees covered by a collective bargaining agreement shall be provided in accordance with such applicable agreement.

Non-Solicitation of Employees

For a period of three years from the Closing, neither party may, without the other party’s written consent, directly or indirectly solicit for employment or engagement as an independent contractor any Connect employee or Nielsen employee, as applicable, or hire or engage any such employee, in each case if such employee receives an annual base compensation in excess of $50,000 per annum. Notwithstanding the above, each party may solicit or employ any employee whose employment ceased at least three months prior to commencement of employment discussions between such party and such employee, or solicit (but not employ) any such employee who responds to solicitation not specifically targeted at Connect employees or Nielsen employees, as applicable (including by a search firm or recruiting agency).

European Works Council Consultation

Nielsen informed the European Works Council on November 1, 2020 that it had entered into the Stock Purchase Agreement. Nielsen is required to, as promptly as reasonably practicable after Signing, request that the European Works Council render its non-binding opinion on the impact of the Transaction on Nielsen’s operations and employees. If the European Works Council gives an opinion within the requested time limit, the opinion will be considered in good faith by the parties, but will not be legally binding. Nielsen is required to keep Purchaser reasonably informed and consult with Purchaser in relation to discussions and consultations with the European Works Council to the extent legally permissible, including giving Purchaser and its counsel reasonably opportunity to comment on any information and answers to be provided. Neither party may make any

 

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commitment or obligation in connection with the European Works Council consultation without the prior written consent of the other party or their affiliates (not to be unreasonably withheld, conditioned or delayed), including the ability to make future layoffs, terminations, reductions in force, employee transfers, role restructurings, changes to the terms or conditions or employment or other personnel-related cost-cutting measures affecting the Connect employees.

Purchaser is required to promptly provide all information and assistance reasonably requested by Nielsen in relation to the European Works Council consultation, including providing information on the consequences of the transactions contemplated by the Stock Purchase Agreement. If the European Works Council consultation results in an opinion of which rejects the proposed decision (voorgenomen besluit) to consummate the transactions contemplated by the Stock Purchase Agreement, the parties will discuss in good faith whether and to what extent the transactions contemplated by the Stock Purchase Agreement can be altered to accommodate the European Works Council’s advice or concerns. Following the conclusion of the parties’ discussions related to the European Works Council, The Nielsen Company B.V. will inform the European Works Council in writing of its resolution with respect to the opinion and the transactions contemplated by the Stock Purchase Agreement.

Shared Contracts

Any Connect contracts that do not exclusively relate to Connect (“Shared Contracts”) other than customer contracts, will be assigned, transferred and conveyed only with respect to (and preserving the meaning of) those parts that relate to Connect or the business and operations of Nielsen other than Connect (the “Retained Business”) to Purchaser or a Purchased Company, or to Nielsen or its subsidiaries (other than the Purchased Companies), respectively, if so assignable, transferable or conveyable, or appropriately amended prior to, on or after the Closing, so that at Closing, each of Nielsen and Purchaser will be entitled to the rights and benefits of, and assume the related portion of any liabilities of, those parts of the Shared Contract that relate to Connect and the Retained Business, as applicable. If a contract is not assignable or cannot be partially assigned without an approval which cannot be obtained prior to Closing, until the earliest of (i) such time as such approval is obtained and (ii) the expiration of the term of such Shared Contract in accordance with its current term, the parties will cooperate to establish an agency type or similar arrangement reasonably satisfactory to both parties to provide each party the claims, rights, benefits and burdens of those parts of the Shared Contract that relate to Connect (in the case of Purchaser) or the Retained Business (in the case of Nielsen) and cause each party to bear the related portion of any liabilities. When under such Shared Contract a party that is not the counterparty to such Shared Contract is due a benefit in consideration for the provision of its services under certain trade and barter or manufacturing fund arrangements, the party that is the counterparty to such Shared Contract will transfer an amount of cash to the other party that corresponds to the value of such services, such value to be determined consistent with Nielsen’s internal accounting principles and practices applied with respect to such arrangements prior to Signing.

For any Shared Contracts that are customer contracts, the contract will be assigned to either Purchaser or a Purchased Company, if primarily related to Connect, or Nielsen or its subsidiaries (other than the Purchased Companies), if primarily related to the Retained Business, if so assignable, transferable or conveyable, at or prior to Closing. Until the expiration of the Shared Contract, the parties will cooperate to establish an agency type or similar arrangement reasonably satisfactory to both parties to provide each party the rights, claims, benefits and burdens of the portions of the Shared Contract relevant to Connect (in the case of Purchaser) or the Retained Business (in the case of Nielsen).

Guarantees

At or prior to Closing, Purchaser will use its reasonable best efforts to (i) arrange for substitute letters of credit, surety bonds, security deposits, guarantees or other contractual obligations to replace identified outstanding letters of credit, surety bonds, security deposits, guarantees and other contractual obligations entered into by or on behalf of Nielsen or any of its affiliates (other than the Purchased Companies) in connection with or relating to Connect or Purchased Companies (the “Connect Guarantees”) or (ii) assume all obligations under each Connect Guarantee, obtaining a full and irrevocable release of Nielsen and its affiliates (other than the Purchased

 

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Companies) from the relevant counterparty. To the extent Nielsen or any of its affiliates (other than the Purchased Companies) incurs any cost or expense, or is required to make any payment, in connection with any Connect Guarantees after the Closing, Purchaser is required indemnify and hold harmless Nielsen and such affiliates against, and reimburse Nielsen and such affiliates for, all reasonable amounts paid out-of-pocket by Nielsen or such affiliates to the extent a result of (i) any such Connect Guarantee being drawn upon or (ii) Nielsen or any of its affiliates (other than the Purchased Companies) being required to perform under any such Connect Guarantee.

Internal Reorganization

Nielsen and its subsidiaries will take all actions reasonably necessary to effect and consummate the ongoing internal reorganization to separate Connect from the Retained Business in the manner set forth in the closing structure to the Stock Purchase Agreement, in accordance with applicable law and the organizational documents of Nielsen and each of its subsidiaries. Nielsen and its subsidiaries are obligated to reasonably consult with Purchaser and keep Purchaser reasonably informed on the state of the internal reorganization, and the material documentation implementing those actions must be reasonably satisfactory to both Nielsen and Purchaser. Nielsen may modify the closing structure, or modify or terminate the agreements implementing such structure, provided that it must receive Purchaser’s prior written consent to the extent such modification or termination has an adverse effect on Purchaser or the Purchased Companies as a whole. Nielsen and Purchaser will cooperate in good faith regarding any respect to any proposed modifications or terminations, and such modifications shall be incorporated into a revised and restated closing structure and revised restructuring agreements, as applicable.

Survival

The representations and warranties in the Stock Purchase Agreement (except for the Specified Representations) do not survive the Closing. The covenants and other agreements contained in the Stock Purchase Agreement that (i) are to be performed prior to the Closing do not survive, and will terminate at, the Closing and that (ii) are to be performed on or after the Closing survive the Closing until fully performed in accordance with their respective terms. The Specified Representations survive the Closing and terminate on the earlier of (a) the date on which Purchaser completes its audit of the financial statements of the Purchased Companies for the fiscal year ended December 31, 2021 and (b) April 15, 2022.

Indemnification

From and after the Closing, Nielsen is required to indemnify Purchaser for certain losses arising out of or resulting from (i) any liabilities arising out of or relating to Nielsen or its subsidiaries (other than the Purchased Companies) or the Retained Business, (ii) the internal reorganization, (iii) certain tax and litigation proceedings, (iv) certain taxes (see the section of this proxy statement entitled “—Tax Matters”), (v) certain indebtedness to the extent not fully reflected in the final determination of the purchase price and (vi) any breaches of or inaccuracies in the Specified Representations. These indemnification obligations are uncapped except with respect to indemnification of breaches of or inaccuracies in the Specified Representations, which is subject to a $5 million deductible and $50 million cap. In the event that the Purchaser R&W Insurance Policy would provide coverage with respect to any losses for which Purchaser may also be entitled to be indemnified by Nielsen in connection with any breaches of or inaccuracies in the Specified Representations, then Purchaser must also use reasonable best efforts to seek recovery against the Purchaser R&W Insurance Policy.

From and after the Closing, Purchaser is required to indemnify Nielsen for certain losses arising out of or resulting from (i) any liabilities arising out of or relating to the Purchased Companies or Business, (ii) the failure to pay any liability when due to the extent reflected in the determination of working capital or indebtedness of Connect and (iii) certain taxes (as described in “—Tax Matters” below). These indemnification obligations are uncapped.

 

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Tax Matters

From and after the Closing, Nielsen will indemnify Purchaser for certain tax liabilities, including all taxes imposed on the internal reorganization to separate Connect from the Retained Business, taxes for which any of the Purchased Companies are liable for pre-Closing tax periods, and certain taxes for which any of the Purchased Companies are liable for post-Closing tax periods (generally to the extent such taxes (i) relate to the portion of a Shared Contract relating to the Retained Business, (ii) arise as a result of certain pre-Closing actions or transactions by Nielsen, or (iii) arise as a result of breaches of certain representations or covenants by Nielsen).

From and after the Closing, Purchaser will indemnify Nielsen for certain tax liabilities (generally to the extent such taxes (i) relate to the portion of a Shared Contract relating to Connect or (ii) arise as a result of certain post-Closing actions or transactions by Purchaser).

Nielsen and Purchaser are each responsible for fifty percent of any transfer taxes imposed on or payable in connection with the Transaction. The Stock Purchase Agreement contains certain covenants and agreements regarding tax matters, including tax elections, cooperation with respect to tax matters, preparation and filing of tax returns, allocation of tax refunds, and control of tax proceedings.

Amendments

The provisions of the Stock Purchase Agreement may only be amended or waived if such amendment or waiver is signed by both Nielsen and Purchaser, in the case of an amendment, or by the party against whom the waiver is to be enforced, in the case of a waiver. After the receipt of the Nielsen shareholder approval of the Transaction, any amendment that would require further approval of the Nielsen shareholders will be subject to the approval of the Nielsen shareholders. None of the provisions of the Stock Purchase Agreement relating to Purchaser’s debt financing sources may be amended, waiver or modified in any way adverse to the debt financing sources without their prior written consent.

Specific Performance

Nielsen and Purchaser agree that irreparable damage would occur if any of the provisions of the Stock Purchase Agreement were not performed in accordance with their specific terms and therefore each party will be entitled to specific performance of the terms of the Stock Purchase Agreement in addition to any other remedy to which it is entitled at law or in equity. Nielsen’s pursuit of specific performance will not be deemed an election of remedies or waiver of the right to pursue any other right or remedy to which it may be entitled, including the right to pursue the Reverse Termination Fee; provided that Nielsen will not be entitled to receive both a grant of specific performance of the Closing and payment of the Reverse Termination Fee.

Governing Law

The Stock Purchase Agreement is governed by the laws of the State of Delaware, without regard to any conflict of law principles, except that matters relating to the duties of the Nielsen Board of Directors are governed by the laws of England.

Transaction Documents

Transition Services Agreement

In accordance with the terms of the Stock Purchase Agreement, Nielsen and Purchaser will enter into a transition services agreement (the “TSA”) at the Closing, pursuant to which each will provide certain services to the other. The services provided under the TSA will run for the periods of time set forth in the schedules to the TSA, up to two years following the Closing. Each of Nielsen and Purchaser may extend the term of services which they receive pursuant to the TSA by six months per service.

 

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Intellectual Property Matters Agreement

In accordance with the terms of the Stock Purchase Agreement, Nielsen and Purchaser will enter into an intellectual property matters agreement (the “IPMA”) at the Closing, pursuant to which each of Nielsen and Purchaser will provide each other a worldwide, royalty-free license to certain intellectual property rights. With respect to patents, each party’s patent licenses will be (i) limited to the field of Connect and the Retained Business, respectively, and (ii) exclusive in their respective field of business for a period of five years following the Closing, as set forth in the IPMA, and will be non-exclusive following that time. With respect to copyrights and trade secrets, each party’s license will not be limited to their respective field of business.

Trademark License Agreement

In accordance with the terms of the Stock Purchase Agreement, Nielsen and Purchaser will enter into a trademark license agreement (the “TLA”) at the Closing, pursuant to which Nielsen will grant Purchaser a worldwide, royalty-free license to use certain Nielsen trademarks in all fields of business, other than a specified core Retained Business field, for 20 years following the Closing. The trademark license is non-exclusive, except that Purchaser will have the exclusive right to use the “Nielsen” standalone trademark and certain other Nielsen trademarks in a specified core Business field. Nielsen will also grant Purchaser the right to continue using “Nielsen” in certain core entity names for 20 years following the Closing.

Master Services Agreement

In accordance with the terms of the Stock Purchase Agreement, Nielsen and Purchaser will enter into a master services agreement (the “MSA”) at the Closing, pursuant to which each party will grant the other reciprocal licenses to certain data used in Connect and the Retained Business, respectively, as well as certain corresponding services related to such data, which are specified in the MSA, at agreed rates for up to five years following the Closing.

Reseller Agreement

In accordance with the terms of the Stock Purchase Agreement, Nielsen and Purchaser will enter into a reseller agreement at the Closing, pursuant to which each will be authorized to resell and distribute certain of the other party’s products and services for up to five years following the Closing.

Warrant Agreement

In accordance with the terms of the Stock Purchase Agreement, Nielsen and Purchaser will enter into a warrant agreement (the “Warrant Agreement”) at the Closing, pursuant to which Nielsen will be issued the Warrant Shares.

Exercisability and Exercise Price. The Warrant will be exercisable at any time, in whole or in part, by Nielsen prior to the 20^th anniversary of the Closing, for a per Warrant Share exercise price (the “Exercise Price”) equal to three times the per share price paid by the Purchaser Sponsors to acquire common stock of the Issuer in connection with the Closing (the “Sponsor Per Share Price”), subject to customary anti-dilution provisions, including for distributions (other than customary tax distributions) by the Issuer following the Closing. The number of Warrant Shares that Nielsen will receive upon such exercise will be determined as of the Closing such that, were the per share value of the Warrant Shares equal to four times the Sponsor Per Share Price, the amount of (x) such per share value less the Exercise Price multiplied by (y) the number of Warrant Shares, would equal $100 million. The Warrant may be exercised through the payment of cash or through customary net exercise mechanics.

Redemption. The Warrant will be not be redeemable by either Nielsen or the Issuer.

 

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Transferability. Prior to an initial public offering of the Issuer’s common stock, neither the Warrant nor the Warrant Shares may be transferred, directly or indirectly and in whole or in part, by Nielsen without the consent of the Issuer, other than to one or more subsidiaries of Nielsen.

Adjustments. Upon any merger, liquidation, dissolution, or winding up of the Issuer, (i) the Warrant will become exercisable for the securities, assets, or other property into which the shares of common stock of the Issuer are converted, or which the holders of the Issuer’s common stock have the right to receive, based on the number of Warrant Shares then issuable, and (ii) the exercise price of the Warrant will be adjusted as necessary to take into account the effect of any such transaction. Customary adjustments to the Warrant and the Warrant Shares will also be made in the event of any split, reverse split, combination, recapitalization, or other similar transaction affecting the common stock of the Issuer.

Change of Control. In connection with any change of control of the Issuer prior to an initial public offering of the Issuer’s common stock, Nielsen will have the right to participate, and the Issuer will have the right to require Nielsen to participate and to waive appraisal rights in connection therewith, in such transaction on a ratable basis with the other holders of the Issuer’s common stock.

Registration Rights. Following an initial public offering of the Issuer’s common stock, Nielsen will have customary piggyback registration rights with respect to registered offerings of the Issuer’s common stock. Nielsen will be required to enter into customary lock-up agreements in connection with such initial public offering and subsequent offerings.

Information Rights. Subject to customary confidentiality obligations, Nielsen will have the right to receive quarterly and annual financial statements in the same manner, and at the same time, as are provided to the senior lenders to Purchaser.

Opinion of Nielsen’s Financial Advisor

Pursuant to an engagement letter, Nielsen retained J.P. Morgan as its financial advisor in connection with a possible sale of Connect and to deliver a fairness opinion in connection with the Transaction.

At a meeting of the Nielsen Board of Directors held on October 29, 2020, J.P. Morgan rendered its oral opinion to the Nielsen Board of Directors that, as of such date and based upon and subject to the factors and assumptions set forth in its opinion, the consideration to be paid to Nielsen in the Transaction was fair, from a financial point of view, to Nielsen. J.P. Morgan confirmed its October 29, 2020 oral opinion by delivering its written opinion to the Nielsen Board of Directors, dated October 31, 2020, that, as of such date, the consideration to be paid to Nielsen in the Transaction was fair, from a financial point of view, to Nielsen.

The full text of the written opinion of J.P. Morgan, dated October 31, 2020, which sets forth the assumptions made, matters considered and limits on the review undertaken, is attached as Annex B to this proxy statement and is incorporated herein by reference. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of such opinion. Nielsen shareholders are urged to read the opinion in its entirety.

J.P. Morgan’s written opinion was addressed to the Nielsen Board of Directors (in its capacity as such) in connection with and for the purposes of its evaluation of the Transaction, was directed only to the consideration to be paid to Nielsen in the Transaction and did not address any other aspect of the Transaction. J.P. Morgan expressed no opinion as to the fairness of the consideration to the holders of any class of securities, creditors or other constituencies of Nielsen or as to the underlying decision by Nielsen to engage in the Transaction. The issuance of J.P. Morgan’s opinion was approved by a fairness committee of J.P. Morgan. The summary of the opinion of J.P. Morgan set forth in this proxy statement is qualified in its entirety by reference to the full text of J.P. Morgan’s written opinion. The opinion does not constitute a recommendation to any Nielsen shareholder as to how such shareholder should vote with respect to the Transaction or any other matter.

 

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In arriving at its opinion, J.P. Morgan, among other things:

 

•

reviewed the stock purchase agreement, including the term sheet containing the key terms of the Warrant Agreement;

 

•

reviewed certain publicly available business and financial information concerning Connect and the industries in which it operates;

 

•

compared the proposed financial terms of the Transaction with the publicly available financial terms of certain transactions involving companies J.P. Morgan deemed relevant and the consideration paid for such companies;

 

•

compared the financial and operating performance of Connect with publicly available information concerning certain other companies J.P. Morgan deemed relevant and reviewed the current and historical market prices of certain publicly traded securities of such other companies;

 

•

reviewed certain internal financial analyses and forecasted financial information prepared by Nielsen management relating to Connect (which are summarized under the section of this proxy statement entitled “Certain Financial Forecasts”); and

 

•

performed such other financial studies and analyses and considered such other information as J.P. Morgan deemed appropriate for the purposes of its opinion.

In addition, J.P. Morgan held discussions with certain members of management of Nielsen and Connect with respect to certain aspects of the Transaction, and the past and current business operations of Nielsen and Connect, the financial condition and future prospects and operations of Nielsen and Connect, and certain other matters J.P. Morgan believed necessary or appropriate to its inquiry.

In giving its opinion, J.P. Morgan relied upon and assumed the accuracy and completeness of all information that was publicly available or was furnished to or discussed with J.P. Morgan by Nielsen and Connect or otherwise reviewed by or for J.P. Morgan. J.P. Morgan did not independently verify any such information or its accuracy or completeness and, pursuant to J.P. Morgan’s engagement letter with Nielsen, J.P. Morgan did not assume any obligation to undertake any such independent verification. J.P. Morgan did not conduct and was not provided with any valuation or appraisal of any assets or liabilities, nor did J.P. Morgan evaluate the solvency of Nielsen, Connect or Purchaser under any state or federal laws relating to bankruptcy, insolvency or similar matters. In relying on financial analyses and forecasted financial information provided to J.P. Morgan or derived therefrom, J.P. Morgan assumed that they were reasonably prepared based on assumptions reflecting the then best currently available estimates and judgments by Nielsen’s management as to the expected future results of operations and financial condition of Connect to which such analyses or forecasts relate. As discussed in the section of this proxy statement entitled “—Background of the Transaction,” for purposes of J.P. Morgan’s opinion and financial analyses, the Nielsen Board of Directors directed J.P. Morgan to apply an 80% weighting to the Trend with Cost Mitigants Case and a 20% weighting to the CIM Case (such forecasts resulting from such weightings, the “Board Direction Case”). J.P. Morgan expressed no view as to such analyses or forecasted financial information, the assumptions on which they were based or as to such weightings. J.P. Morgan also assumed that the Transaction and the other transactions contemplated by the Stock Purchase Agreement would have the tax consequences described in discussions with, and materials furnished to J.P. Morgan by, representatives of Nielsen and would be consummated as described in the Stock Purchase Agreement; that the definitive Stock Purchase Agreement would not differ in any material respects from the draft thereof furnished to J.P. Morgan; and that the terms of the Warrant Agreement would not differ in any material respects from the term sheet attached to the Stock Purchase Agreement and furnished to J.P. Morgan. J.P. Morgan also assumed that the representations and warranties made by Nielsen and Purchaser in the Stock Purchase Agreement and the related agreements were and would be true and correct in all respects material to its analyses, that Nielsen would have no exposure under any indemnification obligations contained within the Stock Purchase Agreement or the related agreements in any amount material to its analysis, and that the purchase price adjustments set forth in the Stock Purchase Agreement would not result in any adjustments that would be

 

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material to its analysis. J.P. Morgan is not a legal, regulatory or tax expert and relied on the assessments made by advisors to Nielsen with respect to such issues. J.P. Morgan further assumed that all material governmental, regulatory or other consents and approvals necessary for the consummation of the Transaction would be obtained without any adverse effect on Nielsen or Connect or on the contemplated benefits of the Transaction.

The forecasted financial information furnished to J.P. Morgan was prepared by Nielsen’s management. Nielsen does not, as a matter of course, develop or publicly disclose long-term internal forecasted financial information of the type provided to J.P. Morgan in connection with J.P. Morgan’s analysis of the Transaction, and such forecasted financial information was not prepared with a view to public disclosure. This forecasted financial information was based on numerous variables and assumptions that are inherently uncertain and may be beyond the control of Nielsen’s management, including, without limitation, factors related to general economic conditions, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures, changes in tax laws and matters specific to the business of Connect. Accordingly, actual results could vary significantly from those set forth in such forecasted financial information. For more information regarding the use of the forecasted financial information and other forward-looking statements, please refer to the sections of this proxy statement entitled “Certain Financial Forecasts” and “Cautionary Statement Regarding Forward-Looking Statements.”

J.P. Morgan’s opinion was necessarily based on economic, market and other conditions as in effect on, and the information made available to J.P. Morgan as of, the date of such opinion. J.P. Morgan’s opinion noted that subsequent developments may affect J.P. Morgan’s opinion and that J.P. Morgan does not have any obligation to update, revise, or reaffirm its opinion. J.P. Morgan’s opinion was limited to the fairness, from a financial point of view, of the consideration to be paid to Nielsen in the Transaction, and J.P. Morgan expressed no opinion as to the fairness of any consideration paid in connection with the Transaction to the holders of any class of securities, creditors or other constituencies of Nielsen or as to the underlying decision by Nielsen to engage in the Transaction. Furthermore, J.P. Morgan expressed no opinion with respect to the amount or nature of any compensation to any officers, directors, or employees of any party to the Transaction, or any class of such persons relative to the consideration to be paid to Nielsen in the Transaction or with respect to the fairness of any such compensation.

The terms of the Stock Purchase Agreement were determined through arm’s length negotiations between Nielsen and Purchaser, and the decision to enter into the Stock Purchase Agreement was solely that of the Nielsen Board of Directors. J.P. Morgan’s opinion and financial analyses were only one of the many factors considered by the Nielsen Board of Directors in its evaluation of the Transaction and should not be viewed as determinative of the views of the Nielsen Board of Directors or Nielsen’s management with respect to the Transaction or the consideration to be paid to Nielsen in the Transaction.

In accordance with customary investment banking practice, J.P. Morgan employed generally accepted valuation methodology in rendering its oral opinion to the Nielsen Board of Directors on October 29, 2020 and contained in the presentation delivered to the Nielsen Board of Directors on that date in connection with the rendering of its opinion, and this summary does not purport to be a complete description of the analyses or data presented by J.P. Morgan. Some of the summaries of the financial analyses include information presented in tabular format. The tables are not intended to stand alone, and to understand the financial analyses used by J.P. Morgan, the tables must be read together with the full text of each summary. Considering the data set forth below without considering the full narrative description in the summary of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of J.P. Morgan’s analyses.

Trading Multiples Analysis. Using publicly available information, J.P. Morgan compared selected financial data of Connect with similar data for publicly traded companies engaged in businesses which J.P. Morgan judged to be similar in certain respects to Connect or aspects thereof based on J.P. Morgan’s experience and its familiarity with the industries in which Connect operates. The companies selected by J.P. Morgan were as follows:

 

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Information Services Companies

 

•

CoreLogic, Inc.

 

•

Ipsos Group S.A.

Ad Agency Companies

 

•

Omnicom Group Inc.

 

•

Publicis Groupe

 

•

WPP plc

 

•

The Interpublic Group of Companies, Inc.

 

•

Dentsu Inc.

These companies (“Selected Companies”) were selected, among other reasons, because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of Connect based on business sector participation and financial metrics. However, none of the Selected Companies reviewed is identical to Connect, and the Selected Companies may have financial characteristics that are materially different from those of Connect.

Using publicly available information, J.P. Morgan calculated the multiple of firm value for Nielsen on an unaffected basis as of October 26, 2020, prior to news reports regarding a potential sale of Connect, and for each Selected Company as of October 28, 2020 (except for CoreLogic, Inc., which is shown on an unaffected basis as of June 25, 2020, prior to the public announcement of an unsolicited takeover bid) to published equity research consensus estimates that J.P. Morgan obtained from FactSet Research Systems and company filings for adjusted EBITDA (calculated as earnings before interest, taxes, depreciation and amortization) after stock-based compensation for calendar year 2021 (“FV/CY 2021E EBITDA”). This analysis indicated the following FV/CY 2021E EBITDA multiples:

 

		FV/CY 2021E EBITDA
Nielsen			7.0x

 

Selected Companies		FV/CY 2021E EBITDA
Information Services Companies
CoreLogic, Inc.			11.8x
Ipsos Group, S.A.			5.8x
Ad Agency Companies
Omnicom Group Inc.			6.1x
Publicis Groupe			5.5x
WPP plc			5.6x
The Interpublic Group of Companies, Inc.			7.1x
Dentsu Inc.			6.4x

Based on the results of this analysis and other factors that J.P. Morgan considered appropriate based on J.P. Morgan’s experience, J.P. Morgan selected a multiple reference range for FV/CY 2021E EBITDA of 5.5x – 6.0x. This multiple range was then applied to Connect’s estimated adjusted EBITDA after stock-based compensation for calendar year 2021 as provided in the Board Direction Case, which indicated an implied firm value of Connect of $2.2 billion to $2.4 billion.

 

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Discounted Cash Flow Analysis. J.P. Morgan conducted a discounted cash flow analysis for the purpose of determining the implied firm value of Connect. A discounted cash flow analysis is a method of evaluating an asset by estimating the future unlevered cash flows generated by an asset and taking into consideration the time value of money with respect to those future cash flows by calculating their “present value.” “Unlevered free cash flows” refers to a calculation of the future cash flows generated by an asset without including in such calculation any debt servicing costs. “Present value” refers to the current value of the cash flows generated by the asset and is obtained by discounting those cash flows back to the present using a discount rate that takes into account macro-economic assumptions, estimates of risk, the opportunity cost of capital and other appropriate factors. “Terminal value” refers to the present value of all future cash flows generated by the asset for periods beyond the periods presented in the forecasted financial information.

J.P. Morgan used the unlevered free cash flows that Connect is expected to generate during calendar year 2020 and through calendar year 2024 based upon the Board Direction Case. J.P. Morgan treated stock-based compensation as a cash expense in the unlevered free cash flows calculation for purposes of its discounted cash flow analysis, as stock-based compensation is viewed as a true economic expense of the business. J.P. Morgan also calculated a range of terminal values for Connect at the end of calendar year 2024 by applying terminal growth rates ranging from 0.0% to 1.0% to the unlevered free cash flows of Connect in 2024. The unlevered free cash flows and the range of terminal values were then discounted to present values using a range of discount rates from 8.75% to 9.75%, which was chosen by J.P. Morgan based upon an analysis of the weighted average cost of capital of Connect. The present value of the unlevered free cash flows and the range of terminal values indicated an implied firm value of Connect, based on the Board Direction Case, of $2.1 billion to $2.7 billion.

Transaction Multiples Analysis. Using publicly available information, J.P. Morgan examined selected transactions involving target companies engaged in businesses which J.P. Morgan judged to be similar to Connect or aspects thereof based on J.P. Morgan’s experience and its familiarity with the industries in which Connect operates.

For each of the selected transactions, J.P. Morgan calculated the firm value implied for the target company in such transaction as a multiple of estimates for the target company’s EBITDA (calculated as earnings before interest, taxes, depreciation and amortization) based on company filings, sell-side equity research estimates, information obtained from Dealogic and FactSet Research Systems and public news sources for the 12-month period prior to the announcement of the applicable transaction (“FV/LTM EBITDA”). The transactions considered and the FV/LTM EBITDA multiples calculated by J.P. Morgan are as follows:

 

Month/Year Announced		Target		Acquirer		FV/LTM EBITDA
December 2013		Valassis Communications, Inc.		MacAndrews & Forbes Holdings Inc.		7.2x
December 2016		GfK SE		KKR & Co., Inc.		9.0x
December 2016		Neustar Inc.		Golden Gate Capital		6.5x
April 2019		Epsilon		Publicis Groupe		8.2x
July 2019		Kantar Group		Bain Capital		8.2x

Based on the results of this analysis and other factors that J.P. Morgan considered appropriate based on J.P. Morgan’s experience, J.P. Morgan selected a multiple reference range for FV/LTM EBITDA of 6.5x – 9.0x. This multiple range was then applied to Connect’s adjusted EBITDA after stock-based compensation for the 12-month period ending September 30, 2020, which indicated an implied firm value of Connect of $2.1 billion to $2.9 billion.

Warrant. As part of calculating aggregate consideration payable in connection with the Transaction, J.P. Morgan determined the present value of the Warrant by performing a hypothetical leveraged buyout analysis to determine the price at which Advent might effect an exit of Connect at the end of 2024. Assuming an EBITDA exit multiple of 7.0x at the end of 2024 and a discount rate based on Connect’s cost of equity equal to 12.0%, J.P. Morgan calculated the implied exit equity value of the Warrant and estimated a present value of $6 million for the Warrant.

 

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Other Information

Alternative Trading Multiples Analysis. For reference only and not as a component of its fairness analyses, using publicly available information, J.P. Morgan calculated the multiple of firm value for Nielsen on an unaffected basis as of October 26, 2020, prior to news reports regarding a potential sale of Connect, and for each Selected Company as of October 28, 2020 (except for CoreLogic, Inc., which is shown on an unaffected basis as of June 25, 2020, prior to the public announcement of an unsolicited takeover bid) to published equity research consensus estimates that J.P. Morgan obtained from FactSet Research Systems and company filings for adjusted EBITDA after stock-based compensation minus capital expenditures for calendar year 2021 (“FV/CY 2021E EBITDA—Capex”). This analysis indicated the following FV/CY 2021E EBITDA—Capex multiples:

 

		FV/CY 2021E EBITDA – Capex
The Company		9.6x
Selected Companies		FV/CY 2021E EBITDA – Capex
Information Services Companies
CoreLogic, Inc.		14.4x
Ipsos Group, S.A.		6.7x
Ad Agency Companies
Omnicom Group Inc.		6.5x
Publicis Groupe		6.3x
WPP plc		6.7x
The Interpublic Group of Companies, Inc.		8.3x
Dentsu Inc.		7.9x

Based on the results of this analysis and other factors that J.P. Morgan considered appropriate based on J.P. Morgan’s experience, J.P. Morgan selected a multiple reference range for FV/CY 2021E EBITDA—Capex of 6.0x—7.0x. This multiple range was then applied to Connect’s estimated adjusted EBITDA after stock-based compensation minus capital expenditures for calendar year 2021 as provided in the Board Direction Case, which indicated an implied firm value of Connect of $1.3 billion to $1.5 billion.

Equity Research Analyst Valuations. For reference only and not as a component of its fairness analyses, J.P. Morgan reviewed certain publicly available equity research analyst valuations for the firm value of Connect as of certain dates in 2020. J.P. Morgan noted that the range of such valuations was $1.6 billion to $3.8 billion, with a median valuation of $2.1 billion.

Miscellaneous. The foregoing summary of certain material financial analyses does not purport to be a complete description of the analyses or data considered or presented by J.P. Morgan. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. J.P. Morgan believes that the foregoing summary and its analyses must be considered as a whole and that selecting portions of the foregoing summary and these analyses, without considering all of its analyses as a whole, could create an incomplete view of the processes underlying the analyses and its opinion. As a result, the ranges of valuations resulting from any particular analysis or combination of analyses described above were merely utilized to create points of reference for analytical purposes and should not be taken to be the view of J.P. Morgan with respect to the actual value of Connect. The order of analyses described does not represent the relative importance or weight given to those analyses by J.P. Morgan. In arriving at its opinion, J.P. Morgan did not attribute any particular weight to any analyses or factors considered by it and did not form an opinion as to whether any individual analysis or factor (positive or negative), considered in isolation, supported or failed to support its opinion. Rather, J.P. Morgan considered the totality of the factors and analyses performed in determining its opinion.

 

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Analyses based upon forecasts of future results are inherently uncertain, as they are subject to numerous factors or events beyond the control of the parties and their advisors. Accordingly, forecasts and analyses used or made by J.P. Morgan are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by those analyses. Moreover, J.P. Morgan’s analyses are not and do not purport to be appraisals or otherwise reflective of the prices at which businesses actually could be acquired or sold. None of the selected companies reviewed as described in the above summary is identical to Connect, and none of the selected transactions reviewed was identical to the Transaction. However, the companies selected were chosen because they are publicly traded companies with operations and businesses that, for purposes of J.P. Morgan’s analysis, may be considered similar to those of Connect. The transactions selected were similarly chosen because their participants, size and other factors, for purposes of J.P. Morgan’s analysis, may be considered similar to the Transaction. The analyses necessarily involve complex considerations and judgments concerning differences in financial and operational characteristics of the companies involved and other factors that could affect the companies compared to Connect and the transactions compared to the Transaction.

As a part of its investment banking business, J.P. Morgan and its affiliates are continually engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements, and valuations for corporate and other purposes. J.P. Morgan was selected to advise Nielsen with respect to the Transaction on the basis of, among other things, such experience and its qualifications and reputation in connection with such matters and its familiarity with Nielsen and Connect and the industries in which they operate.

For services rendered in connection with the Transaction and the delivery of its opinion, Nielsen has agreed to pay J.P. Morgan a fee of approximately $25 million, of which $8 million was paid to J.P. Morgan in October 2020, $3 million became payable upon delivery of the opinion and the remainder will be payable only upon the completion of the Transaction. In addition, Nielsen has agreed to reimburse J.P. Morgan for its reasonable and documented costs and expenses incurred in connection with its services, including the fees and disbursements of counsel, and will indemnify J.P. Morgan against certain liabilities arising out of J.P. Morgan’s engagement. During the two years preceding the date of J.P. Morgan’s opinion, J.P. Morgan and its affiliates have had commercial or investment banking relationships with Nielsen and affiliated entities of Advent, for which J.P. Morgan and such affiliates have received, or will receive, customary compensation. Such services during such period have included acting as joint lead arranger and joint lead bookrunner on Nielsen’s term and revolving credit facilities, which closed in June and July of 2020, joint lead bookrunner of an offering of debt securities of Nielsen, which closed in September 2020 and as financial advisor to Nielsen in connection with Nielsen’s strategic planning and as joint lead arranger and bookrunner, sole or joint lead bookrunner and financial advisor on various credit facilities, debt securities offerings and investment banking transactions for affiliate entities of Advent unrelated to the Transaction. In addition, J.P. Morgan’s commercial banking affiliate is an agent bank and a lender under outstanding credit facilities of affiliated entities of Advent, for which it receives customary compensation or other financial benefits. During the two year period preceding delivery of its opinion, the aggregate fees received by J.P. Morgan from Nielsen were approximately $20 million and from Advent were approximately $45 million. In addition, J.P. Morgan and its affiliates hold, on a proprietary basis, less than 2% of the outstanding ordinary shares of Nielsen. In the ordinary course of J.P. Morgan’s businesses, J.P. Morgan and its affiliates may actively trade the debt and equity securities or financial instruments (including derivatives, bank loans or other obligations) of Nielsen for the accounts of J.P. Morgan’s and its affiliates or for the accounts of customers and, accordingly, J.P. Morgan and its affiliates may at any time hold long or short positions in such securities or other financial instruments.

Certain Financial Forecasts

Nielsen does not, as a matter of course, develop or publicly disclose long-term projections due to, among other reasons, the unpredictability and uncertainty of the underlying assumptions and estimates. However, at the Nielsen Board of Directors’ request, in connection with its review of strategic alternatives, Nielsen’s management prepared five years of forecasted financial information for Connect which included Nielsen’s

 

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operating plan for the fiscal year ending December 31, 2020, adjusted for the impacts of the COVID-19 pandemic, various restructuring and separation costs, and updated corporate allocations, all as understood at the time. Such forecasted financial information was presented to and reviewed by the Nielsen Board of Directors at a meeting of the Nielsen Board of Directors held on April 16, 2020, and was thereafter provided (with certain assumptions and adjustments refined) to potential bidders as part of a confidential information memorandum in connection with their due diligence review of a potential transaction with respect to Connect (the “CIM Case”).

In addition, at Nielsen Board of Directors’ request during the course of its evaluation of a potential transaction involving Connect, Nielsen’s management prepared three additional forecasted financial information cases for Connect using a range of different assumptions, which cases, together with the CIM Case, were presented to and reviewed by the Nielsen Board of Directors at meetings of the Finance Committee held on October 5, 2020 and October 20, 2020 and of the Nielsen Board of Directors held on October 8, 2020, October 25, 2020 and October 29, 2020. These cases differed from the CIM Case as follows:

 

•

Trend Case: A variation on the CIM Case that, based on the historical and most recent revenue trends of Connect, contemplated $1 billion less in revenue on a cumulative basis for the 2021 to 2024 fiscal years as compared to the CIM Case and minimal increases in standalone adjusted EBITDA margins for Connect (this case was first presented as a “downside” case, reflecting that it represented a downside scenario compared to the CIM case, but was subsequently referred to as the Trend Case);

 

•

Trend with Cost Mitigants Case: A variation of the Trend Case contemplating the mitigation of the profitability impact of the lower revenue growth contemplated by the Trend Case with approximately $275 million of cost saving measures on a cumulative basis for the 2021 to 2024 fiscal years (this case was first presented as a “downside with cost mitigants” case, but was subsequently referred to as the Trend with Cost Mitigants Case); and

 

•

Upside Case: A variation on the CIM Case contemplating $1.1 billion of total incremental revenue for the 2021 to 2024 fiscal years and increases in standalone adjusted EBITDA margins for Connect that could potentially result, if successful, from the future pursuit of new business initiatives not yet developed or reflected in Connect historical performance.

After reviewing and discussing the cases, at a meeting of the Nielsen Board of Directors held on October 25, 2020, the Nielsen Board of Directors determined that J.P. Morgan should apply an 80% weighting to the Trend with Cost Mitigants Case and a 20% weighting to the CIM Case (such weighted blend, the “Board Direction Case,” and together with the CIM Case, the Trend Case, the Trend with Cost Mitigants Case and the Upside Case, the “Cases”) in performing its financial analysis of the purchase price to be paid by Advent to Nielsen in connection with the Transaction, which financial analysis was presented to the Nielsen Board of Directors by J.P. Morgan and is summarized in Annex B of this proxy statement. The Board Direction Case was reviewed by Nielsen’s management and J.P. Morgan with, and considered by, the Nielsen Board of Directors in connection with its evaluation, recommendation, and approval of the Transaction.

The Cases were not prepared with a view to public disclosure and the summary thereof is included in this proxy statement only because such information was made available as described above. The Cases were not prepared with a view to compliance with GAAP, the published guidelines of the SEC regarding projections and forward-looking statements, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, Ernst & Young LLP, our independent registered public accounting firm, has not examined, reviewed, compiled, or otherwise applied procedures to, the Cases and, accordingly, assumes no responsibility for, and expresses no opinion on, them. The Ernst & Young LLP report on the combined financial statements of Connect, included in the Index to the Financial Statements, relates to Connect’s historical financial information. It does not extend to the Cases and should not be read to do so. The Cases were prepared solely for internal use of Nielsen and J.P. Morgan and are subjective in many respects.

Although the Cases are presented with numerical specificity, they reflect numerous assumptions and estimates as to future events that our management believed were reasonable at the time the Cases were prepared,

 

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taking into account the relevant information available to our management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the Cases not to be achieved include general economic conditions, prevailing interest rates, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures, changes in tax laws and matters specific to the business of Connect. The Cases are forward-looking statements and should be read in conjunction with the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Statements.” In addition, the Cases do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Transaction. As a result, there can be no assurance that the Cases will be realized, and actual results may be materially better or worse than those contemplated in the Cases. The inclusion of this information should not be regarded as an indication that the Nielsen Board of Directors, Nielsen, J.P. Morgan or any other recipient of this information considered, or now considers, that actual future results will necessarily reflect the Cases. The Cases are not included in this proxy statement in order to induce any Nielsen shareholder to vote in favor of the Transaction Proposal or any of the other proposals to be voted on at the Nielsen special meeting or to influence any Nielsen shareholder to make any investment decision with respect to the Transaction.

The Cases should be evaluated, if at all, in conjunction with the combined financial statements of Connect and other information regarding Nielsen contained in our public filings with the SEC.

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise any of the Cases to reflect circumstances existing after the date the Cases were prepared or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying any of the Cases are shown to be in error.

In light of the foregoing factors and the uncertainties inherent in the Cases, Nielsen shareholders are cautioned not to unduly rely on any of the Cases included in this proxy statement.

Certain of the measures included in the Cases may be considered non-GAAP financial measures, as noted below. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Nielsen may not be comparable to similarly titled amounts used by other companies.

The following tables summarize the Cases:

 

Revenue (Dollars in millions)		2020E				2021E				2022E				2023E				2024E
Board Direction Case		$	3,000			$	2,979			$	3,048			$	3,140			$	3,251
CIM Case		$	3,000			$	3,072			$	3,209			$	3,375			$	3,541
Trend Case		$	3,000			$	2,956			$	3,008			$	3,081			$	3,178
Trend with Cost Mitigants Case		$	3,000			$	2,956			$	3,008			$	3,081			$	3,178
Upside Case		$	3,000			$	3,203			$	3,449			$	3,716			$	3,948

 

Adjusted Standalone EBITDA (Post-SBC) (Dollars in millions)		2020E				2021E				2022E				2023E				2024E
Board Direction Case		$	371			$	398			$	433			$	471			$	531
CIM Case		$	371			$	460			$	514			$	557			$	648
Trend Case		$	371			$	354			$	358			$	366			$	392
Trend with Cost Mitigants Case		$	371			$	382			$	413			$	449			$	502
Upside Case		$	371			$	508			$	608			$	692			$	817

 

Free Cash Flow (Dollars in millions)		2020E				2021E				2022E				2023E				2024E
Board Direction Case		$	(83	)		$	24			$	86			$	139			$	193
CIM Case		$	(83	)		$	106			$	168			$	226			$	296
Trend Case		$	(83	)		$	(4	)		$	39			$	70			$	97
Trend with Cost Mitigants Case		$	(83	)		$	3			$	66			$	118			$	167
Upside Case		$	(83	)		$	136			$	229			$	318			$	413

 

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Regulatory Approvals

HSR Clearance. Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations promulgated thereunder, certain transactions, including the Transaction, may not be completed until notifications have been given and information furnished to the Antitrust Division of the U.S. Department of Justice (“DOJ”) and to the United States Federal Trade Commission (“FTC”) and all statutory waiting period requirements have been satisfied. On November 10, 2020, Nielsen and Purchaser filed their respective Notification and Report Forms with the DOJ and the FTC. On December 1, 2020, the FTC granted early termination of the waiting period under the HSR Act.

At any time before or after the expiration of the statutory waiting periods under the HSR Act, or before or after the Closing, the DOJ or the FTC may take action under the antitrust laws, including seeking to enjoin the completion of the Transaction, to rescind the Transaction or to conditionally permit completion of the Transaction subject to regulatory conditions or other remedies. In addition, U.S. state attorneys general could take action under the antitrust laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin the completion of the Transaction or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under the antitrust laws under some circumstances. Although neither Nielsen nor Purchaser believes that the Transaction will violate the antitrust laws, there can be no assurance that a challenge to the Transaction on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

Other Approvals. Completion of the Transaction is subject to the receipt of other regulatory approvals, including the receipt of certain antitrust clearance and/or approvals including in Brazil, China, the European Union, and Mexico, and certain foreign investment clearances and/or approvals including Australia.

There can be no assurance that all of the required regulatory approvals that might be required to consummate the Transaction will be sought or obtained and, if obtained, there can be no assurance as to the timing of any such approvals, the parties ability to obtain the approvals on satisfactory terms, or that such regulatory bodies or private parties will not seek to take legal action to enjoin the completion of the Transaction. Although neither Nielsen nor Purchaser believes that the Transaction will violate the antitrust or foreign investment laws of any jurisdiction, there can be no assurance that a challenge to the Transaction on such grounds will not be made or, if such a challenge is made, that it would not be successful.

Interests of Nielsen Directors and Executive Officers in the Transaction

In considering the recommendations of the Nielsen Board of Directors with respect to the Transaction Proposal, the Nielsen shareholders should be aware that certain directors and executive officers of Nielsen may have interests in the Transaction that may be different from or in addition to the interests of the Nielsen shareholders generally. The Nielsen Board of Directors was aware of these interests and considered them, among other matters, in approving the Transaction Documents and in recommending that you approve the Transaction Proposal. These interests are described in more detail below, and certain of them are quantified in the narrative below. The amounts reported below are estimates based on multiple assumptions that may or may not actually occur or be accurate on the relevant date.

The Company’s executive officers are as follows:

 

Name of Executive Officer		Position
David Kenny		Chief Executive Officer
George Callard		Chief Legal and Corporate Affairs Officer
Christopher Taft		Senior Vice President and Corporate Controller
Laurie Lovett		Chief Human Resources Officer
David Rawlinson		Chief Executive Officer, Global Connect
Linda Zukauckas		Chief Financial Officer

 

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Treatment of Nielsen Equity Awards

With the exception of equity awards held by Connect employees, each Nielsen equity award granted under the Nielsen Stock Plans, as applicable, will not be impacted by the Transaction and will continue to be an award of Nielsen ordinary shares following the Closing, subject to the same terms and conditions that were applicable to such awards before the Closing. Each of the Company’s executive officers, with the exception of Mr. Rawlinson, hold equity awards that will not be impacted by the Transaction.

Nielsen equity awards granted to Connect employees under the Nielsen Stock Plans will, pursuant to the Stock Purchase Agreement, receive the following treatment:

Tier I Connect Employees. All outstanding Nielsen equity awards granted to Connect employees who are considered Tier I Connect employees will remain outstanding following the Closing and will be eligible to be assumed or substituted by Purchaser, subject to terms and conditions determined by Purchaser. The Tier I Connect employees are the one hundred Connect employees with the highest 2020 total compensation. Mr. Rawlinson is considered a Tier I Connect employee and he currently holds restricted stock units covering 187,300 Nielsen ordinary shares and performance-based restricted stock units covering 223,880 Nielsen ordinary shares, which will remain outstanding and eligible to be assumed or substituted by Purchaser following the Closing.

All Other Connect Employees. All outstanding Nielsen equity awards granted to Connect employees who are not considered Tier I Connect employees will become vested in full, effective immediately prior to the Closing, assuming achievement at not less than target in the event of any award subject to performance-based vesting conditions.

Future Arrangements

It is possible that Connect employees, including Mr. Rawlinson, will enter into new compensation arrangements with Purchaser. Those arrangements may include, among other things, agreements regarding future terms of employment, the right to receive equity or equity-based awards of Purchaser and/or to receive retention bonus awards. Any of these types of arrangements are currently expected to be entered into at or after the Closing, if at all. There can be no assurance that the applicable parties will reach an agreement on any terms, or at all.

D&O Indemnification and Insurance

On or prior to the Closing, Nielsen may (and if Purchaser requests, shall use its reasonable best efforts to) purchase, with Purchaser’s consent and at Purchaser’s expense, a six-year “tail” prepaid officers’ and directors’ liability insurance policy (“D&O insurance”) providing for an aggregate annual coverage of at least $160 million in respect of acts or omissions occurring prior to the Closing covering the current and former directors, officers, individual partners, members or managers of any of the Purchased Companies (“D&O indemnitees”). Purchaser may also purchase such D&O insurance itself, or cause each of the Purchased Companies to maintain the D&O insurance for the six-year tail period.

Following the Closing, Purchaser will, and will cause each of the Purchased Companies to, indemnify, defend and hold harmless the D&O indemnitees to the fullest extent permitted under applicable law with respect to all acts or omissions taken by them in their relevant capacities, or at the request of any Purchased Company at any time at or prior to Closing.

Certain U.S. Federal Income Tax Consequences of the Transaction; UK Tax Matters

The following discussion is a summary of certain U.S. federal income tax consequences of the Transaction. This discussion is based on current provisions of the Internal Revenue Code of 1986, as amended, applicable

 

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Treasury regulations promulgated thereunder, judicial opinions and published positions of the Internal Revenue Service, all as in effect as of the date hereof. Such authorities are subject to change or differing interpretations at any time, possibly with retroactive effect, and any such change or interpretation could affect the accuracy of the statements in this proxy statement. This discussion does not address any U.S. federal tax considerations other than those relating to income tax (e.g., estate and gift taxes), nor does it address any state, local or foreign tax considerations or any tax reporting requirements.

The Transaction will not result in any immediate U.S. federal income tax consequences to the Nielsen shareholders.

A portion of the Transaction will be taxable to Nielsen for U.S. federal income tax purposes.

The following discussion of certain UK tax consequences of the Transaction is based on UK tax law and published practice of HM Revenue & Customs as of the date hereof. Such authorities are subject to change or differing interpretations at any time, possibly with retroactive effect, and any such change or interpretation could affect the accuracy of the statements in this proxy statement.

The Transaction will not result in any immediate UK tax consequences to the Nielsen shareholders.

The Transaction is not expected to result in any immediate UK tax consequences to Nielsen.

Accounting Treatment

The Transaction is expected to be accounted for as a sale of a business. The results of operations of Connect will be treated as discontinued operations.

Required Vote

The affirmative vote of the holders of a majority of Nielsen ordinary shares present (online or by proxy) at the Nielsen special meeting is required to approve the Transaction Proposal.    

No Appraisal Rights

Under UK law, holders of Nielsen ordinary shares do not have appraisal or dissenters’ rights with respect to the Transaction or any of the other transactions described in this proxy statement.

Financial Information

Financial Statements of Nielsen and Connect

See the section of this proxy statement entitled “Index to Financial Statements of Connect” for the audited financial statements of Connect for the years ended December 31, 2019 and December 31, 2018, as well as the unaudited interim financial statements of Connect for the nine month period ended September 30, 2020.

The audited historical financial statements of Nielsen and its subsidiaries for the years ended December 31, 2019 and December 31, 2018 are contained in Nielsen’s Annual Report on Form 10-K for the year ended December 31, 2019, and are incorporated by reference into this proxy statement. The unaudited historical financial statements of Nielsen and its subsidiaries for the nine months ended September 30, 2020 are contained in Nielsen’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, and are incorporated by reference into this proxy statement.

 

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Unaudited Pro Forma Condensed Consolidated Financial Information of Nielsen

The unaudited pro forma condensed consolidated financial statements of Nielsen presented below have been derived from the historical consolidated financial statements of Nielsen included or incorporated by reference elsewhere in this proxy statement. While the historical consolidated financial statements of Nielsen reflect the past financial results of the Nielsen business, this pro forma information gives effect to the Transaction and presents Connect on a stand-alone basis as included in the combined financial statements of Connect with the required adjustments to present Connect on an ASC 205 – Presentation of Financial Statements (“ASC 205”) basis. The financial information presented in accordance with ASC 205 excludes attributions, allocations and other carve-out adjustments. The unaudited pro forma condensed consolidated financial statements of Nielsen should be read in conjunction with the accompanying notes thereto. The pro forma adjustments to reflect the Transaction include but are not limited to:

 

•

the separation of the operations, assets (including the equity interests of certain subsidiaries) and liabilities related to Connect from Nielsen and the transfer of those assets (including the equity interests of certain subsidiaries) and liabilities to the Purchased Companies;

 

•

the impact of, and transactions contemplated by, the Stock Purchase Agreement and the other Transaction Documents such as the MSA and TSA; and

 

•

the effect of Nielsen’s anticipated capital structure after the Closing, including the retirement of approximately $2,000 million of debt with the proceeds from the Transaction.

The pro forma adjustments are based on available information and assumptions that Nielsen’s management believes are reasonable. However, such adjustments are estimates and may not prove to be accurate. The unaudited pro forma condensed consolidated financial statements of Nielsen include certain adjustments to give effect to events that are (1) directly attributable to the Transaction and the Transaction Documents, (2) factually supportable and (3) with respect to the statement of operations, expected to have a continuing impact on Nielsen, as applicable.    

The unaudited pro forma condensed consolidated statements of operations of Nielsen for the fiscal years ended December 31, 2019 and December 31, 2018 and nine-month period ended September 30, 2020 have been prepared as though the Closing occurred on January 1, 2018. The unaudited pro forma condensed consolidated balance sheet of Nielsen as of September 30, 2020 has been prepared as though the Closing occurred on September 30, 2020. The unaudited pro forma condensed consolidated financial statements of Nielsen are for illustrative purposes only, do not reflect what Nielsen’s financial position and results of operations would have been had the Closing occurred on the dates indicated, are not necessarily indicative of Nielsen’s future financial position and future results of operations and do not reflect all actions that may be taken by Nielsen after the Closing. For example, the unaudited pro forma condensed consolidated statements of operations do not reflect incremental costs we expect to incur to reposition the Retained Business following the Closing. These incremental costs primarily relate to dis-synergies from losing certain benefits of scale as a result of the separation of Connect from Nielsen in the form of vendor discounts, international finance operations and other functions.

The unaudited pro forma condensed consolidated financial statements of Nielsen should be read in conjunction with Nielsen’s historical financial information incorporated by reference into this proxy statement. The unaudited pro forma condensed consolidated financial statements of Nielsen constitute forward-looking information and are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated. See the sections of this proxy statement entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

 

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Unaudited Pro Forma Condensed Consolidated Statement of Operations of Nielsen

For the Nine Months Ended September 30, 2020

 

(in millions, except per share amounts)		Historical				Condensed Combined Statement of Operations of Connect (A)				Discontinued Operations Adjustments (B)				Notes				Pro Forma Adjustments				Notes				Pro Forma Nielsen
Revenues		$	4,618			$	(2,129	)		$	—							$	1				(D	)		$	2,490
Cost of revenues, exclusive of depreciation and amortization shown separately below			2,048				(1,135	)			3				(i)				11				(D	)			927
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below			1,417				(820	)			(54	)			(i) (ii)				1				(C (E	)  )			544
Depreciation and amortization			655				(218	)			(16	)			(iv)				—								421
Impairment of goodwill and other long-lived assets			53				(4	)			—								—								49
Restructuring charges			145				(104	)			—								—								41
Operating income/(loss)			300				152				67								(11	)							508
Interest income			1				—				—								—								1
Interest expense			(277	)			1				26				(viii)				30				(G	)			(220	)
Foreign currency exchange transaction gains/(losses), net			(6	)			1				14				(viii)				—								9
Other income/(expense), net			(5	)			(12	)			3				(v)				—								(14	)
Income/(loss) from continuing operations before income taxes			13				142				110								19								284
Benefit/(provision) for income taxes			(42	)			19				(43	)			(iii)				(3	)			(H	)			(69	)
Net income/(loss) from continuing operations			(29	)			161				67								16								215
Net income/(loss) from continuing operations attributable to noncontrolling interests			12				(1	)			—								—								11
Net income/(loss) from continuing operations attributable to Nielsen shareholders		$	(41	)		$	162			$	67							$	16							$	204
Net income/(loss) per ordinary share, basic
Net income/(loss) attributable to Nielsen shareholders		$	(0.11	)																						$	0.57
Net income/(loss) per share ordinary share, diluted
Net income/(loss) attributable to Nielsen shareholders		$	(0.11	)																						$	0.57
Weighted-average ordinary shares outstanding, basic			356,661,167																								356,661,167
Dilutive ordinary shares			—																								1,162,553
Weighted-average ordinary shares outstanding, diluted			356,661,167																								357,823,720

Refer to accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements of Nielsen

 

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Unaudited Pro Forma Condensed Consolidated Statement of Operations of Nielsen

For the Year Ended December 31, 2019

 

(in millions, except per share amounts)		Historical				Combined Statement of Operations of Connect (A)				Discontinued Operations Adjustments (B)				Notes		Pro Forma Adjustments				Notes				Pro Forma Nielsen
Revenues		$	6,498			$	(3,057	)		$	—					$	1				(D	)		$	3,442
Cost of revenues, exclusive of depreciation and amortization shown separately below			2,822				(1,653	)			22			(i)			15				(D	)			1,206
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below			1,929				(1,086	)			42			(i)			1				(C (E	)  )			886
Depreciation and amortization			756				(249	)			(44	)		(iv)			—								463
Impairment of goodwill and other long-lived assets			1,004				(1,004	)			—						—								—
Restructuring charges			80				(50	)			—						—								30
Operating income/(loss)			(93	)			985				(20	)					(15	)							857
Interest income			6				—				—						—								6
Interest expense			(397	)			1				43			(iv) (viii)			42				(G	)			(311	)
Foreign currency exchange transaction gains/(losses), net			(10	)			1				(4	)		(viii)			—								(13	)
Other income/(expense), net			(169	)			94				(2	)		(v)			—								(77	)
Income/(loss) from continuing operations before income taxes			(663	)			1,081				17						27								462
Benefit/(provision) for income taxes			260				(185	)			74			(iii)			(5	)			(H	)			144
Net income/(loss) from continuing operations			(403	)			896				91						22								606
Net income/(loss) from continuing operations attributable to noncontrolling interests			12				—				—						—								12
Net income/(loss) from continuing operations attributable to Nielsen shareholders		$	(415	)		$	896			$	91					$	22							$	594
Net income/(loss) per ordinary share, basic
Net income/(loss) attributable to Nielsen shareholders		$	(1.17	)																				$	1.67
Net income/(loss) per ordinary share, diluted
Net income/(loss) attributable to Nielsen shareholders		$	(1.17	)																				$	1.66
Weighted-average ordinary shares outstanding, basic			355,731,862																						355,731,862
Dilutive ordinary shares			—																						1,099,853
Weighted-average ordinary shares outstanding, diluted			355,731,862																						356,831,715

Refer to accompanying Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements of Nielsen

 

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