Nielsen moving forward toward IPO


Raising billions on Wall Street is not an easy process. The Nielsen Company has now filed its third update to its pending IPO. A few more blanks have been filled in, but many more remain.

The big news from the latest update filed with the SEC is that a stock ticker symbol has been assigned by the New York Stock Exchange. But while the stock will be listed on the NYSE, the company is going to use a four-letter ticker symbol like those more commonly used on the Nasdaq exchange. The stock will use the symbol “NLSN.”

The obvious three-letter choices were already taken: NLS is Nautilus and NLN is National Lampoon.

The latest update also increased the anticipated public stock sale to just over $2 billion ($2,012,500,000 to be precise) from the previous $1.75 billion, so Nielsen has paid the SEC an additional $18,716 registration fee for a total of $143,491.

In the description of the offering, Nielsen spells out how the cash raised from the offering will be deployed. The net proceeds are estimated at $1.661 billion, after offering expenses, but that’s purely theoretical, based on the new shares being priced at the mid-point of an estimated range which is, as of yet, still blank. $127 million will be used to repay a portion of the company’s nearly $3.3 billion in senior secured term loans due 2013; $914 million will be used to redeem all of approximately $870 million in aggregate principal amount of 10% Senior Notes due 2014; $195 million will be applied to redeem approximately $175 million face amount (out of $500 million) of 11.5% Senior Notes due 2016; $128 million will be applied to redeem approximately $115 million face amount (out of $330 million) of 11.625% Senior Notes due 2014; $194 million will be applied to redeem all of approximately $186 million in euro-denominated 9% Senior Notes due 2014; and $103 million “will be paid to the Sponsors as a fee in connection with the termination of certain advisory agreements in accordance with their terms,” the prospectus stated. All of those figures are approximate, but they do add up to $1.661 billion.

The prospectus notes that some of the debt to be repaid with proceeds from the IPO is held by the sponsors and their affiliates. The Nielsen Company, formerly a public company under the name VNU, was taken private in a 2006 leveraged buyout totaling $9 billion by Alpinvest, the Blackstone Group, the Carlyle Group, Kohlberg Kravis Roberts, Hellman & Friedman and Thomas H. Lee Partners.

With a considerable amount of publicly traded debt, Nielsen has continued to report quarterly results and conduct Wall Street conference calls with bond analysts. It last reported that Q2 revenues were up 7% to $1.27 billion.

The number of underwriters for the stock offering has grown considerably over time from the initial six listed when the IPO was first filed in June. In addition to lead underwriters JP Morgan and Morgan Stanley, the list of participating firms has expanded from Credit Suisse, Deutsche Bank Securities, Goldman Sachs and Citi to also include BofA Merrill Lynch, William Blair & Company, Guggenheim Securities, RBS, Wells Fargo Securities, Blaylock Robert Van LLC, HSBC, Loop Capital Markets, Mizuho Securities USA, Ramirez & Co. and The Williams Capital Group LP.