NIELSEN HOLDINGS PLC Item 1.01. Entry into a Material Definitive Agreement.
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
New Credit Agreements
On the Closing Date, Purchaser, as the borrower, entered into (a) that certain
Credit Agreement with
Item 1.02. Termination of a Material Definitive Agreement.
The information provided in the Introductory Note of this Current Report on Form 8-K (this "Current Report") is incorporated herein by reference.
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Concurrently with the closing of the Acquisition, the Company repaid all loans
and terminated all credit commitments outstanding under that certain Sixth
Amended and Restated Credit Agreement, dated as of
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in the Introductory Note and in Items 3.03, 5.01, 5.02, 5.03 and 8.01 of this Current Report is incorporated herein by reference.
On
Pursuant to the Transaction Agreement, at the Effective Time, each outstanding option to purchase Company Ordinary Shares (a "Company Option"), whether vested or unvested, was cancelled and converted into the right to receive a cash payment equal to the product of (1) the number of Company Ordinary Shares subject to such Company Option as of immediately prior to the Effective Time and (2) the excess, if any, of the Offer Consideration over the exercise price per Company Ordinary Share subject to such Company Option as of the Effective Time. At the Effective Time, each outstanding restricted stock unit award in respect of Company Ordinary Shares (a "Company RSU Award") was cancelled and converted into the right to receive a cash payment equal to the product of (1) the number of Company Ordinary Shares subject to such Company RSU Award as of immediately prior to the Effective Time and (2) the Offer Consideration. For purposes of clause (1) of the immediately preceding sentence, the number of Company Ordinary Shares subject to a performance-based Company RSU Award with respect to which the applicable performance period was incomplete as of immediately prior to the Effective Time was based on target (100%) performance.
The description of the Acquisition and the Transaction Agreement contained in
this Item 2.01 does not purport to be complete and is subject to and qualified
in its entirety by reference to the Transaction Agreement, which was filed as
Exhibit 2.1 to the Current Report on Form 8-K filed by Nielsen with the
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
The information set forth under Item 2.01 of this Current Report is incorporated by reference into this Item 3.01.
Prior to the Effective Time, Company Ordinary Shares were listed and traded on
the
Upon effectiveness of such Form 25, Nielsen intends to file a certification on
Form 15 with the
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Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report is incorporated by reference into this Item 3.03.
At the Effective Time, all outstanding Company Ordinary Shares were acquired by
Purchaser in accordance with the provisions of the Scheme and the laws of
Item 5.01. Change in Control of Registrant.
The information set forth in the Introductory Note and the information set forth under Items 2.01, 3.03 and 5.02 of this Current Report is incorporated by reference into this Item 5.01.
As a result of the completion of the Acquisition, a change in control of Nielsen occurred at the Effective Time, and Nielsen became a wholly-owned subsidiary of Parent.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in the Introductory Note and Item 2.01 of this Current Report is incorporated by reference into this Item 5.02.
Effective as of the Effective Time,
The officers of Nielsen immediately prior to the Effective Time continued as
officers of Nielsen. Effective upon completion of the Acquisition on
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the Transaction Agreement, effective as of
Item 8.01 Other Events.
On
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Exhibit Description
Exhibit 2.1 Transaction Agreement, dated as of March 28, 2022 , by and among
Nielsen Holdings plc , Neptune Intermediate Jersey Limited and
Neptune BidCo US Inc. (incorporated by reference to Exhibit 2.1 to
the Current Report on Form 8-K filed by Nielsen Holdings plc with
the Securities and Exchange Commission on March 30, 2022 ).
Exhibit 2.2 Amendment No. 1 to the Transaction Agreement, dated August 19,
2022 , by and among Nielsen Holdings plc , Neptune Intermediate
Jersey Limited and Neptune BidCo US Inc. (incorporated by reference
to Exhibit 2.1 to the Current Report on Form 8-K filed by Nielsen
Holdings plc with the Securities and Exchange Commission on
August 19, 2022 ).
Exhibit 3.1 Articles of Association of Nielsen Holdings plc.
Exhibit 99.1 Press Release of Nielsen Holdings plc , dated as of October 11,
2022 .
Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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