Neptune BidCo US Issues $1.5B 9.5% Senior Secured Notes Backed by Nielsen
Neptune BidCo US Inc. (the “Issuer” or the “Company”), which is affiliated with Nielsen Holdings Limited (“Nielsen”), announced that it has finalized the pricing of a $1.5 billion issuance of 9.500% senior secured notes maturing in 2033 (the “Notes”). The Notes will be backed by guarantees from the Company’s parent entity, Neptune Intermediate, LLC (the “Parent”), as well as select subsidiaries. The transaction is anticipated to settle on January 28, 2026, subject to standard closing conditions.
The Company plans to apply the net proceeds from the offering, together with available cash, toward refinancing, repaying, or otherwise reducing outstanding borrowings under its secured second-lien term loan and secured first-lien term loan A facility, both of which mature in 2028.
Ownership of the Issuer and the Parent rests with a group of private investment funds led by Elliott Investment Management L.P. and Brookfield Business Partners L.P., along with other institutional investors.
The Notes were offered and will be sold exclusively through a private placement to investors reasonably believed to qualify as qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, and to non-U.S. investors in offshore transactions pursuant to Regulation S. The Notes have not been registered under the Securities Act, any U.S. state securities laws, or the laws of any other jurisdiction, and may not be offered or sold in the United States, or to U.S. persons, unless an applicable registration exemption is available.
This announcement is provided solely for informational purposes and does not constitute an offer to sell or a solicitation of an offer to purchase the Notes. No such offer or sale will occur in any jurisdiction where it would be unlawful. Any offer of the Notes will be made only through a private offering memorandum.
Forward-Looking Statements
This release contains statements that may be considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements regarding the proposed issuance of the Notes and other statements identified by terms such as “expects,” “intends,” “will,” “anticipates,” “may,” or similar expressions. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual outcomes to differ materially from current expectations.
Factors that could impact results include, among others, risks associated with the Company’s prior acquisition by a private equity consortium, unforeseen liabilities or expenses, Nielsen’s ability to achieve expected cost efficiencies, the effectiveness of Nielsen’s business strategy, economic and market conditions, actions of customers, suppliers, competitors, and employees, technological changes, and evolving legal and regulatory requirements. This list is not exhaustive.
These forward-looking statements are made as of the date of this release, and Nielsen undertakes no obligation to revise or update them to reflect subsequent events or circumstances, except as required by law.
The Company plans to apply the net proceeds from the offering, together with available cash, toward refinancing, repaying, or otherwise reducing outstanding borrowings under its secured second-lien term loan and secured first-lien term loan A facility, both of which mature in 2028.
Ownership of the Issuer and the Parent rests with a group of private investment funds led by Elliott Investment Management L.P. and Brookfield Business Partners L.P., along with other institutional investors.
The Notes were offered and will be sold exclusively through a private placement to investors reasonably believed to qualify as qualified institutional buyers under Rule 144A of the Securities Act of 1933, as amended, and to non-U.S. investors in offshore transactions pursuant to Regulation S. The Notes have not been registered under the Securities Act, any U.S. state securities laws, or the laws of any other jurisdiction, and may not be offered or sold in the United States, or to U.S. persons, unless an applicable registration exemption is available.
This announcement is provided solely for informational purposes and does not constitute an offer to sell or a solicitation of an offer to purchase the Notes. No such offer or sale will occur in any jurisdiction where it would be unlawful. Any offer of the Notes will be made only through a private offering memorandum.
Forward-Looking Statements
This release contains statements that may be considered forward-looking within the meaning of the Private Securities Litigation Reform Act of 1995. These include statements regarding the proposed issuance of the Notes and other statements identified by terms such as “expects,” “intends,” “will,” “anticipates,” “may,” or similar expressions. Forward-looking statements involve known and unknown risks and uncertainties that could cause actual outcomes to differ materially from current expectations.
Factors that could impact results include, among others, risks associated with the Company’s prior acquisition by a private equity consortium, unforeseen liabilities or expenses, Nielsen’s ability to achieve expected cost efficiencies, the effectiveness of Nielsen’s business strategy, economic and market conditions, actions of customers, suppliers, competitors, and employees, technological changes, and evolving legal and regulatory requirements. This list is not exhaustive.
These forward-looking statements are made as of the date of this release, and Nielsen undertakes no obligation to revise or update them to reflect subsequent events or circumstances, except as required by law.
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