On February 15, 2013, Nielsen Holdings N.V. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement"), dated as of February 15, 2013, with certain selling stockholders, including Valcon Acquisition Holding
(Luxembourg) S.à r.l. ("Luxco" and, collectively, the "Selling Stockholders")
and J.P. Morgan Securities LLC (the "Representative", and together with the other underwriters named in Schedule 1 thereto the "Underwriters") with respect to a registered underwritten public offering of 38,500,000 shares of the Company's common stock, par value €0.07 per share (the "Common Stock"), at a public offering price of $32.55 per share, to be sold by the Selling Stockholders. The Underwriting Agreement grants the Underwriters a 30-day option to purchase up to an additional 5,775,000 shares of Common Stock from the Selling Stockholders. On February 19, 2013, the Representative notified the Company that they were electing to partially exercise their option to purchase additional shares, purchasing an additional 2,314,884 shares of Common Stock from the Selling Stockholders. The secondary offering was completed on February 21, 2013.

The sale of the Common Stock by the Selling Stockholders was made pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-180192) (the "Registration Statement"), including a prospectus supplement dated February 15, 2013 (the "Prospectus Supplement") to the prospectus contained therein dated March 19, 2012 (the "Base Prospectus"), filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Common Stock, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

Certain of the Underwriters or their affiliates perform and have performed commercial and investment banking and advisory services for the Company from time to time for which they receive and have received customary fees and expenses. The Underwriters may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of their business for which they will receive fees and expenses.

In connection with the offering by the Selling Stockholders of the Common Stock, as described in response to Item 1.01 of this Current Report on Form 8-K, the following exhibits are filed herewith in order to be incorporated by reference into the Registration Statement, the Base Prospectus and/or the Prospectus Supplement: (i) the Underwriting Agreement (Exhibit 1.1 to this Current Report on Form 8-K) and (ii) the opinion of counsel with respect to the validity of the Common Stock sold in the offering (Exhibit 5.1 to this Current Report on Form 8-K).

(d) Exhibits

Exhibit No.                                 Description

Exhibit 1.1     Underwriting Agreement, dated as of February 15, 2013, among the
                Company, the selling stockholders named therein and J.P. Morgan
                Securities LLC, as representative of the other underwriters named
                therein

Exhibit 5.1     Opinion of Clifford Chance LLP

Exhibit 23.1    Consent of Clifford Chance LLP (included in Exhibit 5.1)