Nielsen Holdings has signed a definitive agreement under which affiliates of Advent International, one of the largest global private equity investors, in partnership with former TransUnion CEO Jim Peck, will acquire the Nielsen Global Connect business for $2.7 billion.
The agreed-to price is subject to working capital, cash, debt-like items and other customary adjustments.
Nielsen will also receive warrants in the new company exercisable in certain circumstances.
Upon completion of the transaction, Nielsen Global Connect will be a private company “with the flexibility to continue investing in the development and deployment of leading-edge measurement products and solutions,” Nielsen says.
The transaction was unanimously approved by Nielsen’s Board of Directors.
“This is a win for both Nielsen Global Connect and for Nielsen (the remaining entity, RemainCo), as well as for our shareholders,” said CEO David Kenny. “The sale of this business to Advent will deliver substantial value sooner than was anticipated through the planned spin-off and creates certainty for all stakeholders. The proceeds from the sale will allow Nielsen to significantly reduce debt, which will provide greater financial flexibility to execute our growth strategy and expand our role in the global media marketplace. At the same time, we are excited about this opportunity for Nielsen Global Connect and believe that moving forward as a private company will better position the business to accelerate its transformation and strengthen its market-leading position. With the support of Advent’s resources and expertise, we believe the new company will create and define the next century of consumer and market measurement. We thank the entire Nielsen Global Connect team for their invaluable partnership and look forward to continuing a strong working relationship with them in the future.”
Kenny added, “All of the terrific work done by so many to pursue a spin-off will position both businesses to thrive as standalone companies and will allow us to execute a smooth transaction. We are grateful for all of this dedicated work.”
Peck noted, “Nielsen Global Connect is the gold standard in retail measurement, with exceptional insights and unrivaled scale and coverage of the global CPG and retail markets. As customers face a rapidly evolving marketplace, we recognize that they have high expectations for Nielsen Global Connect to help them meet these new demands and to build on its existing core platform and other retail measurement capabilities. We intend to work with David Rawlinson and the talented management team to accelerate the delivery of new capabilities and to continue the transformation underway to build an innovative, high-performing culture acutely focused on delivering value to customers around the world.”
Chris Egan, Managing Partner at Advent, added that his company “is thrilled to partner with Jim in driving this next phase of growth for Nielsen Global Connect.”
He continued, “Advent has invested in data and information services companies for nearly three decades, and earlier this year we teamed up with Jim to identify a compelling business in the sector where we can apply our combined experience and resources to create value. We see tremendous potential to build on Global Connect’s cutting-edge platform, drawing on our global footprint and operational strength to further scale the business and advance its leadership across established and emerging markets.”
David Rawlinson will remain CEO of Nielsen Global Connect through the close of the transaction and is expected to be part of the leadership team for the go-forward company.
Upon close, Peck will be involved in the day-to-day strategic and operational activities of the company, which will be headquartered in Chicago.
In early 2021, the Global Connect business will be renamed NielsenIQ, as previously reported by RBR+TVBR.
Nielsen will grant Nielsen Global Connect a license to brand its products and services with the “Nielsen” name and other Nielsen trademarks for 20 years following closing.
Additionally, Nielsen and Advent will enter into agreements pursuant to which, among other things, Nielsen and Advent will provide certain transitional services to each other for periods of up to 24 months following closing, grant each other reciprocal licenses for certain data and corresponding services relating to that data for periods of up to five years following closing and grant each other licenses to use certain patents.
J.P. Morgan Securities LLC and Guggenheim Securities, LLC are acting as financial advisors to Nielsen, and Wachtell, Lipton, Rosen & Katz, Clifford Chance LLP, DLA Piper, and Baker McKenzie are serving as legal advisors to Nielsen. Ropes & Gray LLP and Weil, Gotshal & Manges LLP are serving as legal counsel to Advent and BofA Securities is serving as lead financial advisor, with Deutsche Bank Securities Inc., RBC Capital Markets and UBS Investment Bank also advising. Financing for the transaction is being arranged and provided by Bank of America, UBS Investment Bank, Barclays, Deutsche Bank AG New York, HSBC, RBC Capital Markets, MUFG and Wells Fargo.