Nielsen Holdings N.V. (“The Nielsen Company”) announced today that it
has priced its initial public offering of 71,428,572 shares of its
common stock at $23.00 per share. The Nielsen Company’s shares of common
stock are expected to begin trading today, January 26, on the New York
Stock Exchange under the ticker symbol "NLSN." The Nielsen Company has
also priced its concurrent offering of $250 million in aggregate
principal amount of mandatory convertible subordinated bonds (the
“bonds”), which will be mandatorily convertible into shares of The
Nielsen Company’s common stock on February 1, 2013. The bonds will bear
interest at a rate of 6.25% per annum, and the conversion rate per
$50.00 principal amount of bonds will be between 1.8116 and 2.1739,
depending on the market value of The Nielsen Company’s common stock,
subject to customary anti-dilution adjustments.
In the initial public offering, The Nielsen Company will sell 71,428,572
shares of common stock. The IPO’s underwriters have a 30-day option to
purchase up to 10,714,286 of additional shares of common stock from The
Nielsen Company at the initial public offering price less the
underwriting discount. In the bond offering, The Nielsen Company will
sell an aggregate principal amount of $250 million of bonds. The
underwriters of the bond offering have a 30-day option to purchase up to
an additional $37.5 million in aggregate principal amount of bonds from
The Nielsen Company at the initial public offering price less the
underwriting discount.
The Nielsen Company will receive net proceeds of approximately $1,560
million from the initial public offering of its common stock and
approximately $240 million from the bond offering after payment of
commissions and estimated expenses. The Nielsen Company intends to use
the proceeds to repay a portion of its outstanding indebtedness and to
pay an advisory agreement termination fee to its current owners.
J.P. Morgan, Morgan Stanley, Credit Suisse, Deutsche Bank Securities,
Goldman, Sachs & Co. and Citi are serving as joint book-running managers
for both offerings, with BofA Merrill Lynch, William Blair & Company,
Guggenheim Securities, Wells Fargo Securities, Blaylock Robert Van, LLC,
HSBC, Loop Capital Markets, Mizuho Securities USA Inc., Ramirez & Co.,
Inc. and The Williams Capital Group, L.P. are acting as co-managers.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any securities nor will there be any
sale of these securities in any state or other jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or other
jurisdiction. Copies of the prospectuses may be obtained from: J.P.
Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155 Long
Island Avenue, Edgewood, New York 11717, or by calling toll-free at
1-866-803-9204, or Morgan Stanley & Co. Incorporated; Attn: Prospectus
Dept., 180 Varick Street, 2nd Floor, New York, NY 10014, Email: prospectus@morganstanley.com,
or by calling toll-free at 1-866-718-1649.
About The Nielsen Company
The Nielsen Company is a global information and measurement company with
leading market positions in marketing and consumer information,
television and other media measurement, online intelligence, mobile
measurement, trade shows and related assets. The company has a presence
in approximately 100 countries, with headquarters in New York, USA. For
more information on The Nielsen Company, visit www.nielsen.com.
