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): July 8, 2014

 

 

Nielsen 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 1.01 Entry Into a Material Definitive Agreement

On July 8, 2014, Nielsen Finance LLC and Nielsen Finance Co. (the “Issuers”), indirect wholly-owned subsidiaries of Nielsen N.V., parent company of The Nielsen Company B.V. (the “Company”), issued $800 million aggregate principal amount of their 5.000% Senior Notes due 2022 (the “notes”), which mature on April 15, 2022, pursuant to an indenture, dated April 11, 2014 (the “Base Indenture”), among the Issuers, the Guarantors (as defined therein) and Law Debenture Trust Company of New York, as trustee (the “Trustee”), as supplemented by the supplemental indenture, dated July 8, 2014, among the Issuers, the Guarantors (as defined therein) and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). The notes are guaranteed by the Company, VNU Intermediate Holding B.V. (“VNU”), Nielsen Holding and Finance B.V. (together with VNU and the Issuers, the “Covenant Parties”) and, subject to certain exceptions, each of their direct and indirect wholly-owned subsidiaries other than the Issuers, in each case to the extent that such entity is a borrower or provides a guarantee under the Company’s senior secured credit agreements. The notes will trade interchangeably with the $750 million aggregate principal amount of 5.000% Senior Notes due 2022 (the “existing notes”) issued by Nielsen Finance LLC and Nielsen Finance Co. on April 11, 2014.

The Issuers will pay interest on the notes at a rate of 5.000% per annum, semi-annually on interest payment dates as provided in the Indenture.

Until April 15, 2017, the Issuers may, at their option, redeem up to 35% of the aggregate principal amount of the notes and the existing notes at a redemption price equal to 105.000% of the aggregate principal amount thereof with the net proceeds of one or more equity offerings so long as at least 65% of the aggregate principal amount of the notes and the existing notes originally issued under the Indenture remains outstanding following any such redemption.

The Indenture contains covenants that limit the Covenant Parties’ ability and the ability of the Covenant Parties’ restricted subsidiaries to, among other things: create liens on certain assets to secure debt; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and enter into sale-leaseback transactions. These covenants are subject to a number of important limitations and exceptions. The Indenture also provides for events of default, which, if any of them occurs, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding notes and existing notes to be due and payable immediately.

The foregoing descriptions of the notes and the Indenture do not purport to be complete and are qualified in their entirety by reference to the Base Indenture, incorporated by reference to Exhibit 4.1 of the current report on Form 8-K of Nielsen Holdings N.V. and The Nielsen Company B.V., filed with the Securities and Exchange Commission on April 11, 2014, together with the Supplemental Indenture, attached hereto as Exhibit 4.1.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 above is incorporated by reference into this Item 2.03.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

      Exhibit      

No.

  

Exhibit Description

Exhibit 4.1    Supplemental Indenture, dated as of July 8, 2014, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors (as defined therein) and Law Debenture Trust Company of New York, as Trustee.


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: July 8, 2014

 

NIELSEN N.V.

THE NIELSEN COMPANY B.V.

By:

 

/s/ Harris A. Black

Name:   Harris A. Black
Title:  

Senior Vice President, General

Counsel – Corporate and Secretary


Exhibit Index

Exhibit No.

  

Exhibit Description

Exhibit 4.1    Supplemental Indenture, dated as of July 8, 2014, among Nielsen Finance LLC, Nielsen Finance Co., the Guarantors (as defined therein) and Law Debenture Trust Company of New York, as Trustee.

Exhibit 4.1

EXECUTION VERSION

SUPPLEMENTAL INDENTURE

Supplemental Indenture (this “ Supplemental Indenture ”), dated as of July 8, 2014, among Nielsen Finance LLC, a Delaware limited liability company, and Nielsen Finance Co., a Delaware corporation (the “ Issuers ”), the Guarantors (as defined in the Indenture referred to below) and Law Debenture Trust Company of New York, as trustee (the “ Trustee ”).

W I T N E S S E T H

WHEREAS, the Issuers and the Guarantors have heretofore executed and delivered to the Trustee an indenture dated as of April 11, 2014 (the “ Indenture ”), providing for the issuance of $750.0 million aggregate principal amount of 5.000% Senior Notes due 2022 (the “ Initial Notes ”);

WHEREAS, pursuant to Section 2.01 of the Indenture, the Issuers may create and issue, from time to time without notice to or consent of any holder of the Initial Notes, additional notes that are subject to the provisions of the Indenture upon written order of the Issuers to the Trustee in the form of an Authentication Order specifying the amount and series of such notes to be authenticated and the date on which the notes are to be authenticated by the Trustee;

WHEREAS, the Issuers are issuing an additional $800,000,000 aggregate principal amount of their 5.000% Senior Notes due 2022 (the “ Additional Notes ”) with the same terms as the Initial Notes;

WHEREAS, pursuant to Section 9.01 of the Indenture, the Issuers, the Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture without the consent of the holders and the conditions set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and

WHEREAS, all other actions necessary to make this Supplemental Indenture a legal, valid and binding agreement of the Issuers, the Guarantors and the Trustee, in accordance with its terms, and a supplement to, the Indenture, have been performed;

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

(1) Definitions . Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.


(2) Provisions of the Indenture . The provisions of the Indenture shall apply to the Additional Notes and any certificated Additional Notes in definitive form issued in exchange therefore in the exact same manner as they apply to the Initial Notes and any certificated Initial Notes in definitive form issued in exchange therefore.

(3) Effect of Supplemental Indenture .

(a) This Supplemental Indenture is a supplemental indenture within the meaning of Section 9.01 of the Indenture, and the Indenture shall be read together with this Supplemental Indenture and shall have the same effect over the Additional Notes, in the same manner as if the provisions of the Indenture and this Supplemental Indenture were contained in the same instrument.

(b) In all other respects, the Indenture is ratified and confirmed by the parties as supplemented by the terms of this Supplemental Indenture.

(4) Note Forms . The Additional Notes issued by the Issuers pursuant to this Supplemental Indenture shall be substantially in the form of Exhibit A to the Indenture.

The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage in addition to those set forth in Exhibit A to the Indenture.

(5) Governing Law . THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

(6) Counterparts . The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

(7) Effect of Headings . The Section headings herein are for convenience only and shall not affect the construction hereof.

(8) The Trustee . The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Issuers.

(9) Severability Clause . In case any provision in this Supplemental Indenture or in the Additional Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(10) Successors . All agreements of the Issuers and the Guarantors in this Supplemental Indenture shall bind their successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

 

-2-


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

 

NIELSEN FINANCE LLC

By:  

/s/ Harris A. Black

Name:   Harris A. Black
Title:   Vice President and Secretary

NIELSEN FINANCE CO.

By:  

/s/ Harris A. Black

Name:   Harris A. Black
Title:   Vice President and Secretary

 

[Nielsen July 2014 Tack-On Notes – Signature Page to Supplemental Indenture]


A. C. NIELSEN (ARGENTINA) S.A.

A. C. NIELSEN COMPANY, LLC

ACN HOLDINGS INC.

ACNIELSEN CORPORATION

ACNIELSEN ERATINGS.COM

ART HOLDING, L.L.C.

ATHENIAN LEASING CORPORATION

CARDINAL NORTH LLC

CZT/ACN TRADEMARKS, L.L.C.

G4 ANALYTICS, INC.

MARKETING ANALYTICS, INC.

NETRATINGS, LLC

NEUROFOCUS, INC.

NIELSEN AUDIO, INC.

NIELSEN CONSUMER INSIGHTS, INC.

NIELSEN INTERNATIONAL HOLDINGS, INC.

NIELSEN MOBILE, LLC

NIELSEN NATIONAL RESEARCH GROUP, INC.

NMR INVESTING I, INC.

THE CAMBRIDGE GROUP, INC.

THE NIELSEN COMPANY (US), LLC

THE PERISHABLES GROUP, INC.

TNC (US) HOLDINGS, INC.

VIZU CORPORATION

VNU MARKETING INFORMATION, INC.

 

By:  

/s/ Harris A. Black

  Name:   Harris A. Black
  Title:   Vice President and Secretary

 

[Nielsen July 2014 Tack-On Notes – Signature Page to Supplemental Indenture]


NMR LICENSING ASSOCIATES, L.P.

A LIMITED PARTNERSHIP

BY: NMR INVESTING I, INC., ITS GENERAL

PARTNER

By:  

/s/ Harris A. Black

Name:   Harris A. Black
Title:   Vice President and Secretary

 

[Nielsen July 2014 Tack-On Notes – Signature Page to Supplemental Indenture]


NIELSEN HOLDING AND FINANCE B.V.
By:  

/s/ M.J.B. Rutte

Name:   M.J.B. Rutte
Title:   Managing Director
THE NIELSEN COMPANY B.V.
By:  

/s/ M.J.B. Rutte

Name:   M.J.B. Rutte
Title:   Managing Director
VNU INTERMEDIATE HOLDING B.V.
By:  

/s/ M.J.B. Rutte

Name:   VNU International B.V., represented by M.J.B. Rutte
Title:   Managing Director
VNU INTERNATIONAL B.V.
By:  

/s/ M.J.B. Rutte

Name:   M.J.B. Rutte
Title:   Managing Director

 

[Nielsen July 2014 Tack-On Notes – Signature Page to Supplemental Indenture]


THE NIELSEN COMPANY (LUXEMBOURG)

S.À R.L.

By:  

/s/ Virginie Deconinck

Name:   Virginie Deconinck
Title:   Manager A
By:  

/s/ Lisa Longo

Name:   Lisa Longo
Title:   Manager B

 

[Nielsen July 2014 Tack-On Notes – Signature Page to Supplemental Indenture]


SIGNED AND DELIVERED as a Deed

for and on behalf of

THE NIELSEN COMPANY FINANCE (IRELAND) LIMITED

by its lawfully appointed attorney

in the presence of:

 

/s/ Timothy Farmer

Signature of Attorney

 

/s/ Louise Harrison

Signature of Witness

Louise Harrison

Name of Witness

Solicitor

Occupation of Witness

Fitzwilton House, Wilton Place, Dublin 2, Ireland

Address of Witness

 

[Nielsen July 2014 Tack-On Notes – Signature Page to Supplemental Indenture]


LAW DEBENTURE TRUST COMPANY OF

NEW YORK, as Trustee

By:  

/s/ James D. Heaney

Name:   James D. Heaney
Title:   Managing Director

 

[Nielsen July 2014 Tack-On Notes – Signature Page to Supplemental Indenture]