NEW YORK, Aug. 24, 2022 /PRNewswire/ -- Nielsen Holdings plc (NYSE: NLSN) (the "Company") announced today that certain of its subsidiaries have commenced cash tender offers (collectively, the "Tender Offer") to purchase any and all of The Nielsen Company (Luxembourg) S.à r.l.'s ("Luxembourg Issuer") outstanding 5.000% Senior Notes due 2025 (the "2025 Notes") and any and all of Nielsen Finance LLC and Nielsen Finance Co.'s (together, the "US Issuers" and, together with the Luxembourg Issuer, the "Offerors") outstanding 5.625% Senior Notes due 2028 (the "2028 Notes"), 4.500% Senior Notes due 2029 (the "2029 Notes"), 5.875% Senior Notes due 2030 (the "2030 Notes") and 4.750% Senior Notes due 2031 (the "2031 Notes" and together with the 2025 Notes, 2028 Notes, 2029 Notes and 2030 Notes, the "Notes"). In connection with the Tender Offer, the Offerors are soliciting the consents of holders of the Notes to certain proposed amendments to the respective indentures governing the Notes (collectively, the "Consent Solicitation"). Concurrently with but separate from the Tender Offer and the Consent Solicitation, the Offerors have commenced offers to purchase for cash any and all of the Notes at a purchase price equal to 101% of the aggregate principal amount (the "Change of Control Purchase Price") of the Notes repurchased, plus accrued and unpaid interest to, but excluding, the date of purchase (collectively, the "Change of Control Offer"), pursuant to the change of control provisions of the indentures governing each applicable series of Notes. The Offerors are commencing the Tender Offer, the Consent Solicitation and the Change of Control Offer in connection with, and each is expressly conditioned upon, the acquisition of the Company pursuant to the Transaction Agreement, dated March 28, 2022, as amended on August 19, 2022, by and among the Company, Neptune Intermediate Jersey Limited and Neptune BidCo US Inc., as further amended from time to time (the "Acquisition"). Neptune Intermediate Jersey Limited and Neptune BidCo US Inc. are newly-formed entities established by a consortium of private investment funds led by Evergreen Coast Capital Corp., an affiliate of Elliott Investment Management L.P., and Brookfield Business Partners L.P., together with institutional partners, for the purpose of acquiring the Company.