Nielsen affiliate prices $1.4bn notes for DoubleVerify deal

The funds will cover the purchase price for DoubleVerify Holdings as well as associated fees and expenses.

Neptune BidCo US Inc., an affiliate of Nielsen Holdings Limited, has priced a $1.4 billion offering of senior secured notes to help finance its planned acquisition of DoubleVerify Holdings. The 10.500 percent notes mature in 2033, with the offering expected to close on November 30, 2026, subject to customary closing conditions.

The notes will be guaranteed by Neptune Intermediate, LLC, the issuer's parent company, and certain of its subsidiaries. The financing forms part of the funding arrangements for the DoubleVerify acquisition.

Neptune BidCo intends to combine the proceeds from the notes offering with borrowings under its term loan, an equity contribution from Nielsen's equity investors and available cash to finance the transaction.

Elliott and Brookfield lead investor consortium

Neptune BidCo and its parent company are controlled by a consortium of private investment funds led by Elliott Investment Management L.P. and Brookfield Business Partners L.P., alongside institutional partners.

The notes are being offered through a private placement to investors reasonably believed to be qualified institutional buyers under Rule 144A of the US Securities Act of 1933. They are also being offered to non-US persons in transactions outside the United States under Regulation S.

Notes offering restricted to eligible investors

The securities have not been registered under the US Securities Act, state securities laws or the securities laws of other jurisdictions. Consequently, they cannot be offered or sold in the United States, or to or for the benefit of US persons, without registration or an applicable exemption from registration requirements.

The company clarified that the announcement is for informational purposes and does not constitute an offer to sell or a solicitation to buy the notes. Any offers will be made exclusively through a private offering memorandum and will not take place in jurisdictions where such transactions are prohibited by law.

www.nielsen.com

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