Nielsen Privatization Plan Gets Shareholder Approval

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In less than eight weeks, the dominant audience measurement and media consumption data specialist in the U.S. will no longer be a publicly traded company on the NYSE.


Following an August postponement to allow it to forge an agreement with major shareholder The WindAcre Partnership LLC, a court meeting and special meeting of Nielsen Holdings plc moved forward on September 1.

These events, with the court meeting held under the laws of England and Wales, proved to be fruitful, as Nielsen shareholders approved the company’s privatization plan, putting a closing date ever-closer to realization.

With the vote, Nielsen will be owned by a private equity consortium composed of Evergreen Coast Capital Corp., an affiliate of one-time Nielsen dissident investor Elliott Investment Management L.P., and Brookfield Business Partners L.P., together with institutional partners.

Shareholders approved the $28.00 per share in an all-cash transaction valued at approximately $16 billion, including the assumption of debt.

Just after Thursday’s Opening Bell on Wall Street, NLSN was trading at $27.90. Upon closing, Nielsen will become a private company, and its shares will no longer be traded on the New York Stock Exchange.

The transaction is expected to close in October 2022 and remains subject to customary closing conditions, including approval of the scheme of arrangement to implement the transaction by the U.K. Court and the delivery of a copy of the court order approving the transaction to the U.K. Companies Registry, as well as to the satisfaction of the other conditions set forth in the transaction agreement.


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.