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NLSN > SEC Filings for NLSN > Form 8-K on 8-Jul-2014All Recent SEC Filings

Show all filings for NIELSEN N.V.

Form 8-K for NIELSEN N.V.


8-Jul-2014

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligatio


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.


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