UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~June 419, 2013

Nielsen Holdings N.V.

The Nielsen Company B.V.

(Exact name of registrant as specified in its charter)

The Netherlands		~~001-35042~~ 333-142546-29		98-~~0662038 98-~~0366864
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

85 Broad Street

New York, New York 10004

(646) 654-5000

Diemerhof 2

1112 XL Diemen

The Netherlands

+31 20 398 8777

(Address of principal executive offices)

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1 8.01. ~~Entry~~Other ~~into a Material Definitive Agreement.~~ Events

OnThe ~~May~~Nielsen Company ~~4, 2013, VNU International~~ B.V., a(the ~~company~~“Company” ~~incorporated~~or ~~under~~“Nielsen”) is filing this Form 8-K to update financial information and certain related disclosures in the ~~laws~~Company’s ofAnnual Report on Form 10-K for the ~~Netherlands~~year ended December 31, 2012 (“the “2012 ~~Seller~~Form 10-K”) ~~and~~to anreflect ~~indirect subsidiary~~the presentation of ~~Nielsen~~one ~~Holdings~~of ~~N.V.~~the ~~and~~Company’s ~~The~~legacy ~~Nielsen~~online ~~Company~~businesses Bas a discontinued operation.V. ~~(collectively,~~This update is consistent with the ~~“Registrants”),~~presentation of continuing and ~~Expo~~discontinued ~~Event~~operations ~~Transco~~included ~~Inc.,~~in athe Company’s ~~Delaware~~Form ~~corporation~~10-Q (for the ~~“Buyer”)~~first quarter ended March 31, an2013 ~~affiliate~~filed ofwith ~~Onex~~the ~~Corporation,~~U.S. ~~entered~~Securities ~~into~~and aExchange ~~Stock Purchase~~Commission ~~Agreement~~(the “SEC”) on April 25, 2013 (the “~~Purchase~~First ~~Agreement~~Quarter 2013 Form 10-Q”).

~~Pursuant~~As todisclosed ~~the terms of the Purchase Agreement, subject to the satisfaction or waiver of certain conditions set forth~~ in ~~the~~our ~~Purchase~~First ~~Agreement,~~Quarter on2013 ~~the~~Form ~~closing date~~10-Q, ~~Seller~~Nielsen ~~shall~~completed ~~sell to Buyer all of~~ the ~~issued~~exit and ~~outstanding~~shut ~~shares~~down of ~~common~~one ~~stock,~~of ~~par~~its ~~value~~legacy $0online businesses.~~001~~ ~~per~~This divestiture ~~share,~~was ofreported ~~Nielsen~~as ~~Business~~a ~~Media~~discontinued ~~Holding Company~~operation, awhich ~~Delaware~~requires ~~corporation~~retrospective ~~and~~restatement ~~wholly-owned subsidiary~~ of ~~the~~prior ~~Seller~~periods ~~(“Nielsen Business Media”), for cash consideration of $950.0 million (the “Transaction”). The purchase price is subject~~ to ~~adjustment~~classify ~~based~~operating ~~upon~~results ~~working capital and indebtedness~~ of ~~Nielsen~~this ~~Business~~business ~~Media~~as atdiscontinued ~~closing~~operations.

~~The~~Exhibits ~~board~~filed with this Form 8-K and incorporated into this Item 8.01 by reference revise those areas contained in the 2012 Form 10-K to reflect the presentation of ~~directors~~the historical operating results of one of Nielsen’s ~~Holdings~~legacy ~~N.V.~~online ~~has~~businesses ~~approved~~ as a discontinued operation and supersede those portions of the ~~Transaction~~2012 Form 10-K.

~~The~~Information ~~Purchase~~in ~~Agreement~~the ~~includes~~2012 ~~customary~~Form ~~representations,~~10-K ~~warranties,~~has ~~covenants~~not ~~and~~been ~~indemnifications~~updated byfor ~~the parties.~~other ~~The~~events ~~Seller~~or ~~has~~developments ~~agreed~~that occurred subsequent to, ~~among~~the ~~other~~filing ~~things,~~of ~~cause~~the 2012 ~~Nielsen~~Form ~~Business~~10-K ~~Media~~with ~~and~~the ~~certain~~SEC. ofFor ~~its~~additional ~~subsidiaries~~information related to ~~operate~~developments ~~their~~since ~~business~~the infiling of the ~~ordinary~~2012 ~~course~~Form ~~until~~10- ~~the~~K, ~~closing~~refer ~~date.~~to ~~The~~the ~~Seller~~Company’s ~~has~~First ~~also~~Quarter ~~agreed~~2013 toForm ~~certain non~~10-~~competition, non-solicitation~~Q and ~~exclusivity~~the ~~restrictions.~~Company’s InForms ~~addition,~~8-K ~~certain~~filed ~~covenants~~since ~~require~~the ~~each~~filing of the ~~parties~~2012 Form to10-K. ~~use~~The ~~reasonable~~information ~~best~~in ~~efforts~~this toForm ~~cause~~8-K, including the ~~Transaction~~exhibits, toshould be ~~consummated~~read in conjunction with the 2012 Form 10-K and subsequent SEC filings.

~~The~~Item ~~closing~~9.01 ofFinancial ~~the~~Statements ~~Transaction is subject to various customary closing conditions, including, (i) filings made pursuant to the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, having been made~~ and the applicable waiting period and any extensions thereof having expired or been terminated; (ii) the absence of any order, judgment or ruling enjoining or prohibiting the Transaction, (iii) the accuracy of the representations and warranties made by the parties, except where the failure to be true and correct would not result in a material adverse effect and (iv) the performance by the parties in all material respects of their covenants, obligations and agreements under the Purchase AgreementExhibits.

The Purchase Agreement contains certain termination rights and provides that upon termination of the Purchase Agreement by the Seller upon specified conditions, including a termination by the Seller upon a “Terminating Breach” (~~as defined in the Purchase Agreement~~d) on the part of Buyer or Buyer’s failure to close under certain circumstances when all conditions to closing have been satisfied or waived, Buyer will be required to pay the Seller a termination fee of $61.75 million. In addition, subject to certain exceptions and limitations, either party may terminate the Purchase Agreement if the Transaction is not consummated by August 16, 2013 (as such date may be extended under certain circumstances). Exhibits

Forward-looking Statements


Exhibit No.		Description

Exhibit 99.1		Revised Selected Financial and Other Data

Exhibit 99.2		Revised Management’s Discussion and Analysis of Financial Condition and Results of Operations

Exhibit 99.3		Financial Statements and Supplementary Data

Exhibit 101		The following financial information from this Form 8-K formatted in XBRL, includes: (i) Consolidated Statements of Operations for the three years ended December 31, 2012, 2011 and 2010, (ii) Consolidated Statements of Comprehensive Income for the three years ended December 31, 2012, 2011 and 2010; (iii) Consolidated Balance Sheets at December 31, 2012 and 2011, (iv) Consolidated Statements of Cash Flows for the three years ended December 31, 2012, 2011 and 2010, (v) Consolidated Statements of Changes in Equity for the three years ended December 31, 2012, 2011 and 2010, and (vi) the Notes to the Consolidated Financial Statements.

~~This~~2 report includes information that could constitute forward-looking statements made pursuant to the safe harbor provision of the Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as ‘will’, ‘may,’ ‘expect’, ‘should’, ‘could’, ‘shall’ and similar expressions. These statements are subject to risks and uncertainties concerning the Transaction,

and actual results and events could differ materially from what presently is expected. The potential risks and uncertainties include the possibility that the Transaction will not close or that the closing may be delayed; the possibility that the conditions to the closing of the Transaction may not be satisfied; the Transaction may involve unexpected costs, liabilities or delays; the outcome of any legal proceedings related to the Transaction; the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement, general economic conditions, conditions in the markets the Registrants and the Buyer are engaged in, behavior of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules affecting the Registrants’ business and specific risk factors discussed in the public filings made by the Registrants (including the Registrants’ filings with the Securities and Exchange Commission). This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of this report, and the Registrants assume no obligation to update any written or oral forward-looking statement made by them or on their behalf as a result of new information, future events or other factors.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: ~~May 6~~June 19, 2013

~~NIELSEN HOLDINGS N.V.~~ THE NIELSEN COMPANY B.V. (Registrant) By: /s/ ~~James~~Jeffrey WR. ~~Cuminale~~Charlton Name: ~~James~~Jeffrey WR. ~~Cuminale~~Charlton Title: ~~Chief~~Senior ~~Legal~~Vice President and Corporate Controller Duly Authorized Officer and Principal Accounting Officer

Filing Compare · Nielsen CO B.V.