PE consortium to buy Nielsen for $16bn

June 2022 | DEALFRONT | PRIVATE EQUITY & VENTURE CAPITAL

Financier Worldwide Magazine

June 2022 Issue

A private equity (PE) consortium led by Elliott Management and Brookfield Asset Management has agreed to acquire television ratings group Nielsen for $16bn, including debt.

Under the terms of the deal, Nielsen shareholders will receive $28 per share of the company held. The offer represents an increase of 10 percent from an earlier bid for the company and a 60 percent premium to Nielsen’s value before reports of a potential sale first emerged. Nielsen rejected the consortium’s first offer in March on the basis that the proposal did not “adequately compensate shareholders for Nielsen’s growth prospects”.

The acquisition remains subject to approval by Nielsen shareholders, as well as regulatory approvals, consultation with the works council and other customary closing conditions. The Nielsen board of directors voted unanimously to support the deal. The agreement also includes a ‘go-shop’ clause which gives Nielsen the opportunity to look for a higher bid from other parties for a period of 45 days.

The transaction will also be subject to UK court approval pursuant to a scheme of arrangement. Alternatively, pursuant to the agreement, the parties may elect instead to complete the transaction pursuant to an agreed-upon tender offer. If the closing conditions are met, the transaction is expected to close in the second half of 2022.

The consortium has secured fully committed debt and equity financing, including an approximately $5.7bn equity commitment from the consortium consisting of Evergreen and Brookfield. There are no financing conditions to the closing of the transaction.

“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,” said James A. Attwood, chairperson of Nielsen’s board of directors. “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.”

Amid a changing broadcast landscape and particularly since the emergence of streaming services Nielsen has struggled. But there are high hopes for its new measurement product, Nielsen ONE, which cuts across network TV and streaming media. Elliott highlighted Nielsen ONE as one of the drivers of the deal.

“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,” said Jesse Cohn, managing partner, and Marc Steinberg, senior portfolio manager, 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 multibillion-dollar investment will help Nielsen reinforce its transformation at this critical inflection point.”

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

The deal is the second notable transaction involving Elliott this year. In January, Elliott and software buyout firm Vista Equity Partners led the $16.5bn takeover of Citrix.

Nielsen has confirmed that it no longer intends to commence share repurchases under the board’s previously approved authorisation.

Richard Summerfield