New York, November 10th, PR Newswire News – Neptune BidCo US Inc. ("Issuer" or "Company"), as an affiliated company of Nielsen Holdings Limited ("Nielsen"), today announced that it has priced the issuance of preferred secured notes ("Notes") with a total principal amount of $1.4 billion, maturing in 2033, and a coupon rate of 10.500%.
The instrument will be guaranteed by its parent companies Neptune Intermediate, LLC (referred to as "parent companies"), as well as several subsidiaries of the issuer. The issuance is expected to be settled on November 30, 2026, provided that customary settlement conditions are met.
The issuer intends to use the proceeds from this issuance, together with the loans under its regular loans, the equity contributions from Nielsen equity investors, and the cash on hand, to pay for the acquisition of DoubleVerify Holdings, Inc. (The “DoubleVerify acquisition”) and to cover related fees and expenses.
The issuer and parent company are controlled by a private equity investment fund consortium, which is led by Elliott Investment Management L.P. and Brookfield Business Partners L.P., and includes institutional partners.
These securities are sold solely on a private placement basis to persons who are reasonably believed to be qualified institutional buyers under Section 144A of the Securities Act of 1933 (as amended), as well as to non-U.S. persons in transactions outside the United States. Such securities have not yet been registered under the Securities Act, any state securities law, or the securities laws of any other jurisdiction. Therefore, without registration under the Securities Act or obtaining applicable exemptions, they may not be offered or sold within the United States, or to U.S. persons, or for their benefit.
This press release is for informational purposes only and does not constitute an offer to sell or an invitation to purchase. No offers, invitations, or sales will be made in any jurisdiction where such offers, invitations, or sales are illegal. Any issuance of securities shall only be conducted through a private placement memorandum.
Forward-looking Statements
This communication contains information that may constitute forward-looking statements. These statements include the content regarding note issuance and the acquisition of DoubleVerify mentioned above, as well as expressions that can be identified by words such as “will”, “intends”, “expects”, “anticipates”, “should”, “may”, etc. These statements are subject to risks and uncertainties, and actual results and events may differ significantly from current expectations. Factors that could lead to such differences include, but are not limited to: risks associated with the company’s previous sale to a private equity consortium, including any unexpected liabilities or costs, and Nielsen’s ability to achieve the expected cost savings; risks and uncertainties related to the acquisition of DoubleVerify, including the timing and completion of the transaction, potential disruptions to the business and operations of Nielsen and DoubleVerify, litigation and unexpected costs, as well as the ability to achieve the expected transaction benefits; the risk that Nielsen’s new business strategy may not achieve its objectives; economic or other conditions in the market in which Nielsen operates; the impact of the behavior and actions of customers, suppliers, competitors, and key employees; technological developments, legal and regulatory rules and procedures that affect Nielsen’s business; and other specific risk factors listed in Nielsen’s other disclosure reports and materials, which can be accessed through the websites of the applicable lenders or bondholders for obtaining Nielsen information. Please review these documents for a more comprehensive understanding of these risks and uncertainties. The list of factors mentioned above is not exhaustive. Such forward-looking statements are only valid as of the date of issuance of this material, and unless required by law, Nielsen does not undertake any obligation to update any written or oral forward-looking statements made by it or on its behalf due to new information, future events, or other factors.
About Nielsen
Nielsen is a leader in the field of global audience measurement, data, and analytics. Through our understanding of audiences and their behaviors across various channels and platforms, we provide our clients with independent and actionable insights to help them connect with and interact with their global audiences—now and in the future.
