UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 19 24, 2022

NIELSEN HOLDINGS PLC

(Exact name of Registrant as Specified in its Charter)


England and Wales	001-35042	98-1225347
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

675 Avenue of the Americas

New York, New York 10010

5^th Floor Endeavor House

189 Shaftesbury Avenue

London, WC2H 8JR

(Address of Principal Executive Offices)

+1 (410) 717-7134

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Ordinary shares, par value €0.07 per share

NLSN

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement.~~Events

AsOn ~~previously disclosed, on March~~August 2824, 2022, Nielsen Holdings plc, a public limited company formed under the laws of England and Wales (“Nielsen” or the “Company”), ~~entered~~issued ~~into~~ a ~~Transaction~~press ~~Agreement~~release announcing that certain of its subsidiaries have commenced cash tender offers (collectively, the “~~Transaction~~Tender ~~Agreement~~Offer”) byto purchase any and ~~among~~all of The Nielsen, ~~Neptune~~Company ~~Intermediate~~(Luxembourg) ~~Jersey~~S.à ~~Limited,~~r.l.’s a(“Luxembourg ~~private~~Issuer”) ~~limited~~outstanding ~~company~~5.000% ~~formed~~Senior ~~under~~Notes due 2025 (the ~~laws~~“2025 ofNotes”) ~~the~~and ~~Bailiwick~~any and all of ~~Jersey~~Nielsen Finance LLC and Nielsen Finance Co.’s (together with the Luxembourg Issuer, the “~~Parent~~Offerors”), ~~and~~outstanding ~~Neptune~~5.625% ~~BidCo~~Senior USNotes ~~Inc.~~due 2028, a4.500% ~~corporation~~Senior ~~formed~~Notes ~~under~~due ~~the~~2029, ~~laws~~5.875% ofSenior ~~Delaware~~Notes due 2030 and a4.750% ~~wholly~~Senior ~~owned~~Notes ~~subsidiary~~due 2031 (collectively with the other series of ~~Parent~~notes, (the “~~Purchaser~~Notes”),. ~~pursuant~~In toconnection ~~which~~with the ~~Purchaser~~Tender ~~will~~Offer, ~~acquire~~the Offerors are soliciting the ~~issued~~consents ~~and~~of toholders beof ~~issued~~the ~~ordinary~~Notes ~~share~~to ~~capital~~certain ofproposed ~~Nielsen~~amendments byto ~~way~~the ofrespective aindentures ~~scheme~~governing ofthe ~~arrangement~~Notes (collectively, the “~~Scheme~~Consent Solicitation”). ~~between~~Concurrently ~~Nielsen~~with ~~and~~but ~~the~~separate ~~Scheme~~from ~~Shareholders~~the ~~(as~~Tender ~~defined~~Offer inand the ~~Scheme)~~Consent ~~under~~Solicitation, ~~Part~~the 26Offerors ofhave ~~the~~commenced ~~United~~offers ~~Kingdom~~to ~~Companies~~purchase ~~Act~~for ~~2006,~~cash asany ~~amended.~~and ~~Parent~~all ~~and~~of ~~Purchaser~~the ~~are~~Notes ~~newly-formed~~at ~~entities~~a ~~established~~purchase byprice aequal ~~consortium~~to 101% of ~~private~~the ~~investment~~aggregate ~~funds~~principal ~~led~~amount byof ~~Evergreen~~the ~~Coast~~Notes ~~Corp.~~repurchased, anplus ~~affiliate~~accrued ofand ~~Elliott~~unpaid ~~Investment~~interest ~~Management~~to, ~~L.P.~~but excluding, ~~and~~the ~~Brookfield~~date ~~Business~~of ~~Partners~~purchase ~~L.P.~~(collectively, ~~together~~the ~~with~~“Change ~~institutional~~of ~~partners~~Control ~~for~~Offer”), pursuant to the ~~purpose~~change of ~~acquiring~~control ~~Nielsen~~provisions of the indentures governing each applicable series of Notes.

OnThe ~~August 19,~~Offerors ~~2022,~~are ~~Nielsen~~commencing the Tender Offer, ~~Parent~~the Consent Solicitation and ~~Purchaser~~the ~~entered~~Change ~~into~~of ~~Amendment~~Control ~~No. 1~~Offer in connection with, and each is expressly conditioned upon, the acquisition of the Company pursuant to the Transaction Agreement, ~~(the~~dated ~~“Amendment”).~~March 28, ~~The~~2022, ~~Amendment~~as ~~provides,~~amended ~~among~~on ~~other~~August 19, ~~things~~2022, by and ~~subject~~among to the ~~terms~~Company, Neptune Intermediate Jersey Limited and ~~conditions~~Neptune ~~set~~BidCo ~~forth~~US ~~therein~~Inc., ~~that~~as ~~(i) Nielsen~~may ~~will~~be ~~use~~further ~~reasonable~~amended ~~best~~from ~~efforts~~time ~~(subject~~ to ~~Court~~time. ~~date~~Neptune ~~availability)~~Intermediate toJersey ~~arrange~~Limited ~~the~~and ~~Court~~Neptune ~~Hearing~~BidCo toUS ~~occur~~Inc. onare ~~October 7,~~newly-formed ~~2022,~~entities orestablished ~~such~~by ~~other~~a ~~date~~consortium asof ~~the~~private ~~parties~~investment tofunds ~~the~~led ~~Transaction~~by ~~Agreement~~Evergreen ~~may~~Coast ~~mutually~~Capital ~~agree~~Corp., an affiliate of Elliott Investment Management L.P., and ~~(ii) the~~Brookfield ~~End~~Business ~~Date~~Partners ~~will~~L.P., betogether ~~extended~~with toinstitutional ~~October 14~~partners, ~~2022~~for the purpose of acquiring the Company.

~~Other~~A ~~than~~copy asof ~~expressly~~the ~~modified~~press ~~pursuant~~release toissued ~~the~~by ~~Amendment,~~Nielsen announcing the ~~Transaction~~commencement ~~Agreement~~of ~~remains~~the inTender ~~full~~Offer, ~~force~~the Consent Solicitation and ~~effect~~the asChange ~~originally~~of ~~executed~~Control onOffer ~~March 28,~~is ~~2022.~~attached ~~Capitalized~~to ~~terms~~this ~~used~~Current ~~but~~Report ~~not~~on ~~defined~~Form ~~herein~~8-K ~~shall~~as ~~have~~Exhibit ~~the~~99.1, ~~meanings~~and ~~ascribed~~such toExhibit ~~them~~is inincorporated ~~the~~herein ~~Transaction~~by ~~Agreement~~reference.

~~The~~Item ~~foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 2~~9.101. toFinancial ~~this~~Statements ~~Current Report on Form 8-K~~ and ~~is incorporated herein by reference~~Exhibits.

~~Item~~(d) ~~9.01 Financial Statements and~~ Exhibits.

~~(d)~~The ~~Exhibits~~following is filed as an exhibit to this report:

ExhibitNo.		Description of Exhibit
2.1		Amendment No. 1 to the Transaction Agreement, dated August 19, 2022, by and among Nielsen Holdings plc, Neptune Intermediate Jersey Limited and Neptune BidCo US Inc.
99.1		Press release, issued August 24, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

This communication 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 include those set forth above relating to the proposed transaction as well as those that may be identified by words such as “will,” “intend,” “expect,” “anticipate,” “should,” “could” and similar expressions. These statements are subject to risks and uncertainties, and actual results and events could differ materially from what presently is expected, including regarding the proposed transaction and Nielsen ONE. Factors leading thereto may include, without limitation, the risks related to Ukraine conflict or the COVID-19 pandemic on the global economy and financial markets, the uncertainties relating to the impact of the Ukraine conflict or the COVID-19 pandemic on Nielsen’s business, the failure of Nielsen’s new business strategy in accomplishing Nielsen’s objectives, economic or other conditions in the markets Nielsen is engaged in, impacts of actions and behaviors of customers, suppliers and competitors, technological developments, as well as legal and regulatory rules and processes affecting Nielsen’s business, the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction that could reduce anticipated benefits or cause the parties to abandon the proposed transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the transaction agreement entered into pursuant to the proposed transaction (the “~~Transaction~~ Agreement”), the possibility that Nielsen shareholders may not approve the proposed transaction, the risk that the parties to the ~~Transaction~~ Agreement may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Nielsen’s ordinary shares, the risk of any unexpected costs or expenses resulting from the proposed transaction, the risk of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of Nielsen to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, shareholders and other business relationships and on its operating results and business generally, the risk the pending proposed transaction could distract management of Nielsen, and other specific risk factors that are outlined in Nielsen’s disclosure filings and materials, which you can find on http://www.nielsen.com/investors, such as its 10-K, 10-Q and 8-K reports that have been

on the ability of Nielsen to retain customers and retain and hire key personnel and maintain relationships with customers, suppliers, employees, shareholders and other business relationships and on its operating results and business generally, the risk the pending proposed transaction could distract management of Nielsen, and other specific risk factors that are outlined in Nielsen’s disclosure filings and materials, which you can find on http://www.nielsen.com/investors, such as its 10-K, 10-Q and 8-K reports that have been filed with the Securities and Exchange Commission (the “SEC”). Please consult these documents for a more complete understanding of these risks and uncertainties. This list of factors is not intended to be exhaustive. Such forward-looking statements only speak as of the date of these materials, and Nielsen assumes no obligation to update any written or oral forward-looking statement made by Nielsen or on its behalf as a result of new information, future events or other factors, except as required by law.

Additional Information and Where to Find It

This communication relates to the proposed transaction involving Nielsen. In connection with the proposed transaction, Nielsen will file relevant materials with the SEC, including Nielsen’s definitive proxy statement on Schedule 14A filed on July 8, 2022, as supplemented by the supplement to the Definitive Proxy Statement filed on August 19, 2022 (the “Proxy Statement”). This communication is not a substitute for the Proxy Statement or for any other document that Nielsen may file with the SEC and send to its shareholders in connection with the proposed transaction. The proposed transaction will be submitted to Nielsen’s shareholders for their consideration. Before making any voting decision, Nielsen’s shareholders are urged to read all relevant documents filed or to be filed with the SEC, including the Proxy Statement, as well as any amendments or supplements to those documents, when they become available because they will contain important information about the proposed transaction.

Nielsen’s shareholders are able to obtain a free copy of the Proxy Statement, as well as other filings containing information about Nielsen, without charge, at the SEC’s website (www.sec.gov). Copies of the Proxy Statement and the filings with the SEC that will be incorporated by reference therein can also be obtained, without charge, by directing a request to Nielsen Holdings plc, 675 6th Avenue New York, NY 10010, Attention: Investor Relations; telephone (410) 717-7134, or from Nielsen’s website www.nielsen.com.

Participants in the Solicitation

Nielsen and certain of its directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Nielsen’s directors and executive officers is available in Nielsen’s definitive proxy statement for its 2022 Annual General Meeting, which was filed with the SEC on April 5, 2022. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the Proxy Statement and other relevant materials to be filed with the SEC in connection with the proposed transaction when they become available. Free copies of the Proxy Statement and such other materials may be obtained as described in the preceding paragraph.

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: August 19, 2022

NIELSEN HOLDINGS PLC

Date: August 24, 2022

NIELSEN HOLDINGS PLC

/s/ Jennifer Meschewski

Jennifer Meschewski Secretary

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