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NLSN > SEC Filings for NLSN > Form 8-K on 19-Aug-2013All Recent SEC Filings

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Form 8-K for NIELSEN HOLDINGS N.V.


19-Aug-2013

Entry into a Material Definitive Agreement


Item 1.01. Entry into a Material Definitive Agreement.

On August 14, 2013, Nielsen Holdings N.V. ("Nielsen" or the "Company") entered into the Agreement Terminating the Amended and Restated Shareholders' Agreement Regarding Nielsen Holdings N.V. (the "Termination Agreement"), dated as of August 14, 2013, with The Nielsen Company B.V. ("TNC"), Valcon Acquisition B.V. ("Valcon"), Valcon Acquisition Holding (Luxembourg) S.ar.l. ("Luxco") and funds associated with or designated by AlpInvest Partners ("AlpInvest"), The Blackstone Group ("Blackstone"), The Carlyle Group ("Carlyle"), Centerview Partners ("Centerview"), Hellman & Friedman LLC ("Hellman & Friedman"), Kohlberg Kravis Roberts & Co. ("KKR") and Thomas H. Lee Partners ("THL" and, together with AlpInvest, Blackstone, Carlyle, Centerview, Hellman & Friedman and KKR, the "Sponsors"). The Termination Agreement terminates in all material respects the Amended and Restated Shareholders' Agreement Regarding Nielsen Holdings N.V., dated as of January 31, 2011, as amended, by and among Nielsen, TNC, Valcon, Luxco and the Sponsors, other than with respect to certain specified provisions, including provisions regarding indemnification, access to information and confidentiality. The parties entered into the Termination Agreement in light of the Sponsor's reduced ownership of Nielsen common stock.

In connection with the Termination Agreement, on August 14, 2013, Nielsen entered into separate letter agreements with affiliates of each of Blackstone, Carlyle, Hellman & Friedman, KKR and THL (each such affiliate, a "Counterparty"), which provides such Counterparty with the right to nominate one director to Nielsen's Board of Directors directly, rather than through Luxco, if such Counterparty holds, directly or indirectly, at least 3% of Nielsen's voting power.

Also in connection with the Termination Agreement, on August 14, 2013, Nielsen entered into a letter agreement with affiliates of AlpInvest, which provides AlpInvest with the right to receive information from the Company subject to confidentiality, insider trading restrictions and other provisions.


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