Nielsen to go private in deal valuing TV-ratings company at US$16b

[NEW YORK] Nielsen Holdings has agreed to be acquired by a consortium including Evergreen Coast Capital, an affiliate of Elliott Investment Management, and Brookfield Asset Management.

The take-private deal values Nielsen, the television-ratings gold standard since the 1950s, at about US$16 billion including debt, according to a statement Tuesday (Mar 29). The offer is all cash.

The consortium has fully committed debt and equity financing and there are no financing conditions to the closing, which is expected in the second half of the year. The transaction requires approval from Nielsen shareholders and UK court approval. Nielsen has a 45-day go-shop period to find other potential suitors.

The deal values the business at US$28 a share, according to the statement, which was 26 per cent higher than Monday's close. On Tuesday, Nielsen rose 20 per cent to US$26.72 in New York trading, giving it a market value of US$9.6 billion.

In the past year, the shares had sunk from a high of US$28.10 in May. On Mar 14, the stock jumped more than 30 per cent after reports that a group including Elliott was in talks to buy Nielsen.

Founded in 1923 as a market measuring firm, New York-based Nielsen provides audience data services to many of the media industry's premier networks. Led by chief executive officer David Kenny, the company has vied with mixed results to adapt to the growth of streaming in the past decade.

As the television industry transitions further from broadcast and cable, questions about Nielsen's ability to accurately quantify activity on next-generation media platforms have increased pressure on the company to keep up.

In September, an industry council suspended its accreditation of Nielsen's national ratings service for underreporting viewership during the Covid-19 pandemic.

This deal came after weeks of haggling over the price. Last week, Nielsen and WindAcre Partnership LLC, one of the company's largest shareholders, rejected a US$24.50-per-share offer from the group. Nielsen had said that offer didn't award shareholders for its growth prospects. WindAcre said it didn't come close to the company's "intrinsic value" of at least US$40 per share. A representative for WindAcre declined to comment.

Matthew Thornton, an analyst at Truist Financial said in a research note that the deal will go through "as-is". The consortium likely held discussions with WindAcre to determine whether the firm will vote for the latest offer, he said.

Activist investor Elliott, run by billionaire Paul Singer, made an initial investment in Nielsen in 2018. The following year, Singer's firm reduced its stake in the company because of its role in a strategic review. Elliott still owned a 4.6 per cent stake as of Dec 31, according to data compiled by Bloomberg.

Nielsen's stock has since been hounded by prospects of media clients weighing alternative audience-measurement firms. Nielsen is also facing a lawsuit by networks owned by media mogul Byron Allen that alleges the company's services are "unreliable" and have cost the industry lost ad revenue.

JPMorgan Chase & Co, Allen & Co and PJT Partners advised Nielsen. Evergreen and Brookfield's advisers were Bank of America, Barclays, Credit Suisse Group, Mizuho Financial Group, HSBC and Citigroup. BLOOMBERG