29 MAR 2022

Nielsen agrees sale to Private Equity Consortium for $16 Billion

Earlier this month, Nielsen had rejected an offer of $25.40 per share from a consortium without naming the suitors. The new deal is 10% greater than the consortium’s previous offer, and the transaction is expected to close later this year. 

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Nielsen, the company, best known for providing TV ratings, is being bought by a consortium in a deal worth $16 billion, including debt. The consortium is led by Evergreen Coast Capital Corporation, an Elliott Investment Management L.P. affiliate, Brookfield Business Partners L.P., and institutional partners. The all-cash transaction includes $28 per share for a total value of around $16 billion. The deal offers $28 for each Nielsen share; the company said on Tuesday, a premium of 60% since early March when the deal talks were first reported. Shares of Nielsen jumped about 22% before the opening bell.

Earlier this month, Nielsen had rejected an offer of $25.40 per share from a consortium without naming the suitors. The offer was made by private equity companies, including Elliott Management, the Wall Street Journal had reported. The new deal is 10% greater than the consortium’s previous offer. The transaction is expected to close later this year. Nielsen gathers viewership data across TV, radio, and digital platforms that advertisers and others use to determine prime-time hours, but it has been under pressure as more cord-cutters move to streaming.

The Nielsen Board of Directors voted unanimously to support the acquisition. However, it is subject to approval by Nielsen shareholders, regulatory approvals, and other closing conditions. The deal also includes a 45-day “go-shop” period where Nielsen can look into other offers. “After a thorough assessment, the Board determined that this transaction represents an attractive outcome for our shareholders by providing a cash takeout at a substantial premium while supporting Nielsen’s commitment to our clients, employees, and stakeholders. The Consortium sees the full potential of Nielsen’s leadership position in the media industry and the unique value we deliver for our clients worldwide,” said James A. Attwood, chairperson of Nielsen’s board of directors, in a statement.

“After months of deep market analysis, industry diligence, and management reviews, we are firmly convinced that Nielsen will continue to be the gold standard for audience measurement as it executes on the Nielsen ONE roadmap,” managing partner Jesse Cohn and senior portfolio Manager Marc Steinberg, said in a joint statement on behalf of Evergreen and Elliott. “Having first invested in Nielsen nearly four years ago, we have a unique appreciation for the Company’s ongoing relevance to the global, digital-first media ecosystem. Today’s outcome represents a significant win for Nielsen’s shareholders and for the business itself, as our multi-billion-dollar investment will help Nielsen reinforce its transformation at this critical inflection point. We are pleased to partner with David and the existing management team to lead Nielsen after the transaction is completed.”

“Nielsen is deeply embedded in the media ecosystem and a trusted service provider to its customers. As a private company, Nielsen will be even better positioned to deliver the best measures of consumers’ rapidly changing behaviors across all channels and platforms,” Dave Gregory, managing partner, Brookfield Business Partners, said in a statement. “We are pleased to invest in this iconic company and help lead the industry into the next generation of audience measurement.”