Item 2.01 Completion of Acquisition or Disposition of Assets
On March 5, 2021, Nielsen Holdings plc (the "Company" or "Nielsen"), completed
the previously announced sale of the Company's Global Connect business (such
business, "Global Connect," and the sale of Global Connect, the "Transaction"),
pursuant to the Stock Purchase Agreement, dated as of October 31, 2020 (the
"Stock Purchase Agreement"), by and among the Company, Indy US Bidco, LLC ("US
Purchaser") and Indy Dutch Bidco B.V. ("Dutch Purchaser") (US Purchaser and
Dutch Purchaser, collectively, "Purchaser"), affiliates of Advent International
Corporation ("Advent"). Pursuant to the Stock Purchase Agreement, Purchaser
acquired Global Connect by means of a sale of the equity interests of certain
subsidiaries held by the Company, which operate Global Connect, for
(i) $2.7 billion 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 Global Connect.
Subsequent to the closing of the Transaction, the Company will no longer
consolidate the financial results of the Global Connect segment and instead will
report the financial results of the Global Connect segment as discontinued
operations for all periods presented.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Chief Operating Officer
Effective as of the closing of the Transaction, Karthik Rao, the Chief Operating
Officer of Global Media, became the Chief Operating Officer of the Company.
Mr. Rao, age 47, has served at the Company for over twenty years in a variety of
leadership roles spanning the U.S., Middle East and Asia. Mr. Rao was the Chief
Operating Officer of Global Media from February 2020 to March 5, 2021, and,
prior to that, he served as Chief Product & Technology Officer of Global Media
where he led the International Media product and technology teams. Previously
Mr. Rao was the President of Nielsen Portfolio, where he led the Nielsen
Entertainment, Nielsen Gracenote, Nielsen Brandbank and Nielsen Telecom
businesses across all global markets. He led Gracenote during its acquisition
and integration by Nielsen. Prior to Gracenote, he served as President, Expanded
Verticals, and led the teams serving the Company's advertiser and agency
clients. Earlier in his career, Mr. Rao was Executive Vice President of Digital
Enablement, where he oversaw a global transformation program. He also led
Nielsen's Media Analytics business, which delivers deep analytical insights that
help media companies with their ad sales and programming activities. As head of
Nielsen China, Mr. Rao oversaw the Company's initiatives towards China becoming
one of the fastest growing markets for Nielsen. Mr. Rao also serves on the board
of directors of Blucora. Mr. Rao began his career as an account executive at
Ogilvy & Mather in India.
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In connection with Mr. Rao's promotion, the Compensation Committee of the Board
of Directors of the Company (the "Board") approved the increase of Mr. Rao's
long-term incentives by $400,000 from $800,000 to $1,200,000.
Each of the equity awards granted to Mr. Rao will be subject to the terms and
conditions of the 2019 Nielsen Stock Incentive Plan and the applicable award
agreements and will have termination provisions that are generally consistent
with the Company's prior equity grants to executive officers.
Mr. Rao will be eligible to participate in the Company's U.S. Severance Policy
for Section 16 Officers and Senior Executives and will be subject to applicable
requirements in accordance with the Company's share ownership guidelines.
There are no arrangements or understandings between Mr. Rao and any other
persons pursuant to which Mr. Rao was selected as Chief Operating Officer of the
Company. Mr. Rao does not have any family relationship with any director or
executive officer of the Company, nor does he have any direct or indirect
material interests in any transaction required to be disclosed pursuant to Item
404(a) of Regulation S-K.
Departure of Chief Executive Officer, Global Connect and Director; Entry into
Separation Agreement
On March 5, 2021, in connection with the closing of the Transaction, the Company
accepted the resignation of David Rawlinson, the Chief Executive Officer of
Global Connect, effective as of the closing of the Transaction. In connection
with the Company's Articles of Association, Mr. Rawlinson ceased to be a
director of the Company once he was no longer an employee of the Company.
Mr. Rawlinson's departure from the Board was not a result of a disagreement with
the Company, known to an executive officer of the Company, on any matter
relating to the Company's operations, policies or practices. The Company thanks
Mr. Rawlinson for his contributions to the Company during his tenure as an
officer and director of the Company.
In connection with Mr. Rawlinson's resignation, the Company and AIPAVE & Cy
SCSp, a Luxembourg special limited partnership and an affiliate of Advent,
entered into a Separation Agreement and Release with Mr. Rawlinson, dated as of
March 5, 2021 (the "Separation Agreement"), pursuant to which Mr. Rawlinson will
separate from the Company and no longer serve as Chief Executive Officer of
Global Connect, effective as of March 5, 2021. Pursuant to the terms of the
Separation Agreement, Mr. Rawlinson will be entitled to receive an aggregate
amount equal to two times the sum of his annual base salary and target annual
bonus (the "Cash Severance"), payable over the course of 104 weeks in accordance
with Global Connect's standard payroll practices. Mr. Rawlinson will also be
receive a lump-sum payment of $263,014; which equals a pro rata portion of his
target bonus for calendar year 2021 (the "2021 Pro-Rata Bonus") and accelerated
vesting of restricted stock units covering a total of 94,376 Company shares.
Such payments and benefits are subject to Mr. Rawlinson's execution of an
irrevocable release of general claims against the Company. Pursuant to the
Separation Agreement, Mr. Rawlinson is subject to non-competition and
non-solicitation covenants for two years following his departure, as well as
perpetual confidentiality and non-disparagement covenants. Pursuant to the
Separation Agreement, AIPAVE & Cy SCSp is responsible for 50% of the Cash
Severance and 100% of the 2021 Pro-Rata Bonus. The foregoing description of the
Separation Agreement does not purport to be complete and is qualified in its
entirety by reference to the Separation Agreement, which is attached hereto as
Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by
reference.
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Item 8.01 Other Events
Warrant
In accordance with the terms of the Stock Purchase Agreement, at the closing of
the Transaction, VNU International B.V., a wholly owned subsidiary of the
Company (the "Holder"), entered into a Warrant (the "Warrant") with AI PAVE
Dutchco I B.V., an affiliate of Purchaser that will own Global Connect, pursuant
to which the Holder was issued a warrant to acquire shares of the Issuer. The
terms of the Warrant are summarized in the Company's Proxy Statement on Schedule
14A filed with the U.S. Securities and Exchange Commission on December 23, 2020,
which description is incorporated herein by reference. The foregoing description
of the Warrant does not purport to be complete and is qualified in its entirety
by reference to the Warrant, which is attached hereto as Exhibit 10.2 to this
Current Report on Form 8-K and incorporated herein by reference.
Press Release
On March 5, 2021, the Company issued a press release announcing the closing of
the Transaction. A copy of the press release is furnished herewith as Exhibit
99.1 hereto and is incorporated by reference herein.
Debt Repayment
The Company expects to use proceeds from the Transaction to: (i) redeem in full
the $150 million outstanding aggregate principal amount of its 5.500% Senior
Notes due 2021, issued pursuant to that certain Indenture, dated as of
September 27, 2013, between The Nielsen Company (Luxembourg) S.ar.l., as issuer,
and Deutsche Bank Trust Company Americas, as trustee, (ii) redeem in full the
$825 million outstanding aggregate principal amount of its 5.000% Senior Notes
due 2022, issued pursuant to that certain Indenture, dated as of April 11, 2014,
between Nielsen Finance LLC and Nielsen Finance Co., as issuers, and Delaware
Trust Company, as trustee, (iii) prepay in part the senior secured term loan
facilities under the Sixth Amended and Restated Credit Agreement, dated as of
July 21, 2020, among Nielsen Finance LLC, TNC (US) Holdings Inc., Nielsen
Holding and Finance B.V., the guarantors from time to time party thereto, the
lenders from time to time party thereto and Citibank, N.A. as administrative
agent (as amended, restated, supplemented or otherwise modified from time to
time) and (iv) prepay in part the senior secured term loan facilities under the
Credit Agreement, dated as of June 4, 2020, among Nielsen Finance LLC, Nielsen
Holding and Finance B.V., the guarantors from time to time party thereto, the
lenders from time to time party thereto and Citibank, N.A., as administrative
agent.
Forward-Looking Statements
This communication includes information that could constitute forward-looking
statements made pursuant to the safe harbor provision of the Private Securities
Litigation Reform Act of 1995. These statements include those set forth above
relating to the sale by Nielsen of our Global Connect business, or Nielsen IQ,
to affiliates of Advent International Corporation, as well as those that may
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be identified by words such as "will," "intend," "expect," "anticipate,"
"should," "could" and similar expressions. These statements are subject to risks
and uncertainties, and actual results and events could differ materially from
what presently is expected. Factors leading thereto may include, without
limitation, the risks related to the COVID-19 pandemic on the global economy and
financial markets, the uncertainties relating to the impact of the COVID-19
pandemic on Nielsen's business, the failure of our new business strategy in
accomplishing our objectives, conditions in the markets Nielsen is engaged in,
behavior of customers, suppliers and competitors, technological developments, as
well as legal and regulatory rules affecting Nielsen's business and other
specific risk factors that are outlined in our disclosure filings and materials,
which you can find on http://www.nielsen.com/investors, such as our 10-K, 10-Q
and 8-K reports that have been filed with the Securities and Exchange
Commission. Please consult these documents for a more complete understanding of
these risks and uncertainties. This list of factors is not intended to be
exhaustive. Such forward-looking statements only speak as of the date of this
communication, and we assume no obligation to update any written or oral
forward-looking statement made by us or on our behalf as a result of new
information, future events or other factors, except as required by law.
Item 9.01 Financial Statements and Exhibits
(b) Pro forma financial statements
The unaudited pro forma condensed consolidated financial information of Nielsen
for the fiscal years ended December 31, 2020, December 31, 2019 and December 31,
2018 as required by Item 9.01(b) are attached as Exhibit 99.2 to this Current
Report on Form 8-K and incorporated herein by reference.
(d) Exhibits
Exhibit
No. Exhibit Description
Exhibit 2.1 Stock Purchase Agreement by and among Nielsen Holdings plc, IndyUS Bidco, LLC and Indy Dutch Bidco B.V., dated as of October 31,
2020 (incorporated by reference to Exhibit 2.1 to the Current
Report on Form 8-K filed by Nielsen Holdings plc with the
Securities and Exchange Commission on November 2, 2020).
Exhibit 10.1 Separation Agreement and Release by and among David Rawlinson,
Nielsen Holdings plc, AIPAVE & Cy SCSp, dated as of March 5, 2021.
Exhibit 10.2 Warrant by and between VNU International B.V. and AI PAVE Dutchco
I B.V., dated as of March 5, 2021.
Exhibit 99.1 Press Release of Nielsen Holdings plc, dated as of March 5, 2021.
Exhibit 99.2 Unaudited Pro Forma Condensed Consolidated Financial Statements.
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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