Nielsen N.V. (Form: 8-K, Received: 02/25/2015 16:24:56)

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): February 25, 2015

Nielsen N.V.

(Exact name of registrant as specified in its charter)

The Netherlands

001-35042

98-0662038

(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 February 25, 2015, Nielsen Finance LLC and Nielsen Finance Co. (the “Issuers”), indirect wholly-owned subsidiaries of Nielsen N.V. (the “Company”), issued $750 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 February 25, 2015, 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, Valcon Acquisition B.V., The Nielsen Company B.V., 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 the direct and indirect wholly-owned subsidiary of Nielsen Holding and Finance B.V. (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 and the $800 million aggregate principal amount of 5.000% Senior Notes due 2022 (collectively, the “existing notes”) issued by Nielsen Finance LLC and Nielsen Finance Co. on April 11, 2014 and July 8, 2014, respectively.

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 N.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 February 25, 2015, 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: February 25, 2015


NIELSEN N.V.

By:		/s/ Harris A. Black
Name:		Harris A. Black
Title:		Secretary

Exhibit Index


Exhibit No.		Exhibit Description

Exhibit 4.1		Supplemental Indenture, dated as of February 25, 2015, 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 February 25, 2015, 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, and a supplemental indenture dated as of July 8, 2014, providing for the issuance of $800.0 million aggregate principal amount of 5.000% Senior Notes due 2022 (collectively, 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 $750,000,000 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 therefor in the exact same manner as they apply to the Initial Notes and any certificated Initial Notes in definitive form issued in exchange therefor. The Additional Notes and the Initial Notes will be treated as a single series for all purposes under the Indenture and will have identical terms, other than their issue date and issue price. The Additional Notes will accrue interest from October 15, 2014 and have a first Interest Payment Date of April 15, 2015.

(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 giving effect to the provisions of Section (2) above.

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.

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(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.

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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