In About Face, Nielsen Agrees To Elliott-Led Acquisition

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NEW YORK — Eight days ago, Nielsen Holdings released a statement late in the day — on a Sunday — that made it clear it was firmly rejecting a purchase by a consortium led by shareholder Elliott Management Corp. 


This seemingly put the kibosh on a report in The Wall Street Journal that negotiations were near their conclusion, and that a deal was imminent.

Guess what? WSJ was right all along.

Nielsen has entered into an agreement to be acquired by a consortium led by an affiliate of Elliott Investment Management L.P. The deal is valued at $16 billion.

The private equity consortium is led by Elliott affiliate Evergreen Coast Capital Corporation and Brookfield Business Partners L.P., together with institutional partners.

Importantly, shareholders will receive $28 per share in an all-cash transaction that includes the assumption of debt.

What led the Nielsen Board of Directors to not only say yes to Elliott but vote unanimously to support the acquisition proposal? Money. The second offer, which the Board is saying yes to, represents a 10% premium over the consortium’s previous proposal. Plus, it represents a 60% premium over Nielsen’s “unaffected” stock price as of March 11, the last trading day before market speculation regarding a potential transaction.

“The Board reached this determination following a comprehensive review of the proposal, with the assistance of its independent financial and legal advisors,” Nielsen says.

James A. Attwood, Chairperson of Nielsen’s Board of Directors, further explained, ‘”After a thorough assessment, the Board determined that this transaction represents an attractive outcome for our shareholders by providing a cash takeout at a substantial premium, while supporting Nielsen’s commitment to our clients, employees and stakeholders. The Consortium sees the full potential of Nielsen’s leadership position in the media industry and the unique value we deliver for our clients worldwide.”

The acceptance of a second deal from the Elliott-led consortium concludes a 15-day period that began March 14, when WSJ reported, “Financing talks with a number of banks are progressing and a takeover deal could be completed within weeks.”

In a joint statement, Managing Partner Jesse Cohn and Senior Portfolio Manager Marc Steinberg, speaking on behalf of Evergreen and Elliott, commented, “After months of deep market analysis, industry diligence and management reviews, we are firmly convinced that Nielsen will continue to be the gold standard for audience measurement as it executes on the Nielsen ONE roadmap. Having first invested in Nielsen nearly four years ago, we have a unique appreciation for the company’s ongoing relevance to the global, digital-first media ecosystem. Today’s outcome represents a significant win for Nielsen’s shareholders and for the business itself, as our multibillion-dollar investment will help Nielsen reinforce its transformation at this critical inflection point. We are pleased to partner with [CEO] David [Kenny] and the existing management team to lead Nielsen after the transaction is completed.”

Brookfield Business Partners Managing Partner Dave Gregory added, “Nielsen is deeply embedded in the media ecosystem and a trusted service provider to its customers. As a private company, Nielsen will be even better positioned to deliver the best measures of consumers’ rapidly changing behaviors across all channels and platforms. We are pleased to invest in this iconic company and help lead the industry into the next generation of audience measurement.”

The consortium said it has secured fully committed debt and equity financing, including an approximately $5.7 billion equity commitment from the consortium consisting of Evergreen and Brookfield.

There are no financing conditions to the closing of the transaction.

What’s next?

The $16 billion transaction is subject to approval by Nielsen shareholders, regulatory approvals, consultation with the works council and other customary closing conditions. The transaction will also be subject to U.K. court approval pursuant to a scheme of arrangement.

Alternatively, pursuant to the agreement, the parties may elect instead to complete the transaction pursuant to an agreed-upon tender offer. If the closing conditions are met, the transaction is expected to close in the second half of 2022.

Meanwhile, in a big reversal of its March 21 announcement, Nielsen will no longer move forward with large share repurchases under the board’s previously approved authorization.


A ‘GO-SHOP’ PERIOD BEGINS

While the Elliott deal has received the Board’s approval, that won’t stop a competing bid from arriving — and could that involve WindAcre Partnership LLC?

MORE HERE FROM RBR+TVBR


 

Advisors

J.P. Morgan and Allen & Company LLC are acting as lead financial advisors to Nielsen. PJT Partners is also acting as an advisor to Nielsen. Wachtell, Lipton, Rosen & Katz, Clifford Chance LLP, DLA Piper, and Baker McKenzie are serving as legal advisors to Nielsen. Gibson, Dunn & Crutcher LLP and Herbert Smith Freehills LLP are serving as legal advisors to Evergreen and the Consortium, and Davis Polk & Wardwell LLP is acting as legal advisor to Brookfield. BofA Securities, Barclays, Credit Suisse, Mizuho Securities USA LLC, HSBC Securities (USA) Inc., and Citi are serving as financial advisors to Evergreen and Brookfield.

Debt commitments to Evergreen and Brookfield were provided by Bank of America, Barclays, Credit Suisse, Mizuho Securities USA LLC, HSBC Bank USA National Association, KKR Capital Markets, Citi, Nomura Securities International Inc., and Ares Capital Management LLC.