An Activist Investor Gains Nielsen’s Cooperation, and Info Sharing


Early Thursday, the Soo Kim-led Standard General failed to sway TEGNA shareholders into giving him or any of his firm’s board of directors nominees a seat at the table for the next year.

But, another activist investor was successful on Thursday in securing an “information sharing and cooperation agreement” with the company it has a big stake in.

It’s a big step for Nielsen, which saw its Q1 earnings dip slightly as COVID-19 fueled headwinds began to ravage its global business halfway through the three-month period while naming a former News Corp. digital leader to its board — a move tied to an engagement announcement with Elliott Management Group.

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Digital media veteran Jonathan Miller, CEO of Integrated Media Co. (IPG) and the Chairman/CEO of News Corporation’s digital media group from April 2009 until October 2012, will be given a seat on the Nielsen Board of Directors following the company’s annual shareholders meet, scheduled for Tuesday, May 12.

Nielsen expects the appointment to be effective in June.

With Miller’s arrival, the Nielsen board will move forward in forming a Finance Committee, with the main responsibility of overseeing the company’s strategic, capital and financial plans. This includes the still-scheduled separation of Nielsen’s Global Connect business and the company’s go-forward strategy.

Miller’s background includes a stint from July 2013 through January 2018 as a partner at venture capital investment fund Advancit Capital LLC. From February 2007 through April 2009, he was associated with Velocity Interactive Group, as a founding partner.

However, longtime Tech pros will recognize Miller for his roles as AOL CEO from August 2002-December 2006.

Miller’s appointment is concurrent to Nielsen’s entrance into “Information Sharing and Cooperation Agreements” with Elliott, which holds a 13% economic interest in Nielsen.

The agreements, Nielsen explains, allow Elliott to access “certain confidential information” — at its request. The pact also gives Elliott the ability to “continue to engage with members of the company’s senior management team and board.” Further, the agreements paved the way for Miller, which Elliott selected as its board representative, to take a seat and form the finance committee.

The finance committee will be chaired by four-year Nielsen Board Chairman James Attwood. He and Miller will be joined on the committee by three other independent directors selected by the board.

Attwood said, “Jon marks the fourth new board member we have welcomed in the last six months as we … ensure we have the right capabilities to execute on our strategic plans and increase value for our company and shareholders.” He added that the formation of the finance committee has been planned “for some time.”

But, Attwood did not state if the involvement of an Elliott-appointed board representative was also in the long-term plans at Nielsen.


Nielsen shares advanced in midday trading on Thursday following word of Miller’s board appointment, Elliott Management arrangement, and Q1 2020 earnings that came in slightly lower than anticipated when viewed against the Zacks Consensus Estimate.

In Q1, revenue moved to $1.56 milion, just $200,000 below the Zacks estimate, and were statistically flat from a year ago.

But, operating income shrank to $98 million from $174 million, as Nielsen swung to a net loss attributable to its shareholders of $18 million (-$0.05 per diluted share), compared to net income of $43 million (12 cents) in Q1 2019.

Adjusted EBITDA, perhaps the key financial measure for Nielsen in the quarter, fell to $395 million from $415 million.

Adjusted EPS was 29 cents, down from 35 cents in Q1 2019.

Zacks analysts predicted EPS of 30 cents on an adjusted basis.

With net debt leverage at 4.4x at the end of Q1, Elliott believes there is much more room for Nielsen to grow — and for its stock to bounce back from not just a COVID-19 fueled malaise but a 42-month meltdown after surpassing $53.50 per share in September 2016. On April 1, a new floor of $11.85 was seen for NLSN — surpassing late 2018 lows that until the coronavirus pandemic had been the worst performance for Nielsen on Wall Street in a decade.

“Elliott believes that Nielsen is significantly undervalued, and we have increased our economic stake in the company to 13% given our conviction in the value opportunity,” said Elliott Partner Jesse Cohn. “We have had collaborative engagement with Nielsen over the past two years, and today’s agreement allows us to further this engagement.”


While many media companies have pulled their 2020 guidance, Nielsen opted to offer a revised look at what it expects to see in the next seven months.

  • Total revenue growth on a constant currency basis: -4% to -1% (previously: +1.5% to +3.0%)
  • Adjusted EBITDA margin: 28.5% – 29.5% (previously 27.7% – 28.5%)
  • Adjusted EBITDA: $1,790 – $1,860 million (previously $1,830 – $1,910 million)
  • Adjusted earnings per share: $1.43 – $1.58 (previously $1.67 – $1.80)
  • Free cash flow: $460 – $530 million (previously $530 – $580 million)

These estimates exclude $275 million to $300 million of cash separation-related costs in 2020, the majority of which will occur close to the separation date.

By the way, COVID-19 has pushed that back by several months.

On February 27, Nielsen said it planned to complete the spinoff of Nielsen Global Connect by November 2020. Now, the company expects the closing to take place in Q1 2021, largely due to temporary shutdowns of government agencies that are necessary to move forward with the separation.

“The company is managing operating expenses and capital expenditures to improve profitability and cash flow,” it said.

Separately, Nielsen said in a SEC filing made April 29 that its senior leadership — including CEO David Kenny and Global Connect CEO David Rawlinson, have each agreed to a 30% pay cut that includes their base salaries and annual incentive compensation.

Other senior leadership executives in the C-Suite are taking 20% pay cuts.