| SECURITIES AND EXCHANGE COMMISSION | |
| Washington, D.C. 20549 | |
| SCHEDULE 13D/A | |
| Under the Securities Exchange Act of 1934 | |
| (Amendment No. 1)* | |
|
Nielsen Holdings plc | |
| (Name of Issuer) | |
|
Ordinary shares, par value €0.07 per share | |
| (Title of Class of Securities) | |
|
G6518L108 | |
| (CUSIP Number) | |
|
The WindAcre Partnership LLC 2200 Post Oak Blvd Suite 1580 Houston, TX 77056
with a copy to: Eleazer Klein, Esq. Marc Weingarten, Esq. Schulte Roth & Zabel LLP 919 Third Avenue New York, New York 10022 (212) 756-2000 | |
| (Name, Address and Telephone Number of Person | |
| Authorized to Receive Notices and Communications) | |
|
March 20, 2022 | |
| (Date of Event Which Requires Filing of This Statement) | |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. x
(Page 1 of 6 Pages)
______________________________
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. G6518L108 | Schedule 13D/A | Page 2 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON The WindAcre Partnership LLC | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 34,555,300 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 34,555,300 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 34,555,300 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.61% | |||
| 14 |
TYPE OF REPORTING PERSON IA | |||
| CUSIP No. G6518L108 | Schedule 13D/A | Page 3 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON The WindAcre Partnership Master Fund LP | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS WC | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 34,555,300 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 34,555,300 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 34,555,300 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.61% | |||
| 14 |
TYPE OF REPORTING PERSON PN | |||
| CUSIP No. G6518L108 | Schedule 13D/A | Page 4 of 6 Pages |
| 1 |
NAME OF REPORTING PERSON Snehal Rajnikant Amin | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ¨ (b) ¨ | ||
| 3 | SEC USE ONLY | |||
| 4 |
SOURCE OF FUNDS AF | |||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) | ¨ | ||
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7 |
SOLE VOTING POWER -0- | ||
| 8 |
SHARED VOTING POWER 34,555,300 | |||
| 9 |
SOLE DISPOSITIVE POWER -0- | |||
| 10 |
SHARED DISPOSITIVE POWER 34,555,300 | |||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 34,555,300 | |||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | ¨ | ||
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.61% | |||
| 14 |
TYPE OF REPORTING PERSON IN | |||
| CUSIP No. G6518L108 | Schedule 13D/A | Page 5 of 6 Pages |
The following constitutes Amendment No. 1 (this "Amendment No. 1") to the Schedule 13D filed by the undersigned on March 14, 2022 with respect to the Ordinary Shares of the Issuer (the "Original Schedule 13D"). This Amendment No. 1 amends the Original Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D. This Amendment No. 1 amends Items 4 and 7, as set forth below.
| Item 4. | PURPOSE OF TRANSACTION |
| Item 4 of the Original Schedule 13D is hereby amended and supplemented to add the following: | |
| On March 20, 2022, WindAcre issued a press release (the "WindAcre Press Release") announcing its support of the Board's decision to reject a $25.40 per Ordinary Share acquisition proposal received by the Issuer from a private equity consortium (the “Offer”) because, among other things, WindAcre believes the Offer significantly undervalues the Issuer. As indicated in the WindAcre Press Release, if the Board had accepted the Offer, WindAcre intended to accumulate the number of Ordinary Shares necessary to block the proposed acquisition of the Issuer by the private equity consortium. | |
| The foregoing summary of the WindAcre Press Release is not intended to be complete and is qualified in its entirety by reference to the full text of the WindAcre Press Release, which is filed herewith as Exhibit B and is incorporated herein by reference. | |
| Item 7. | EXHIBIT |
| Item 7 of the Schedule 13D is hereby amended and supplemented to add the following: | |
| Exhibit B: | WindAcre Press Release, issued on March 20, 2022 |
| CUSIP No. G6518L108 | Schedule 13D/A | Page 6 of 6 Pages |
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
DATE: March 21, 2022
| the windacre partnership LLC | |
| /s/ Snehal Amin | |
| Name: Snehal Amin | |
| Title: Managing Member | |
| the windacre partnership master fund Lp | |
| By: The WindAcre Partnership LLC | |
| /s/ Snehal Amin | |
| Name: Snehal Amin | |
| Title: Managing Member | |
|
|
| /s/ Snehal Amin | |
| SNEHAL AMIN |
EXHIBIT B
WINDACRE FULLY SUPPORTS NIELSEN BOARD REJECTION OF ACQUISITION OFFER; WINDACRE INTENDED TO BLOCK PROPOSED TRANSACTION
Houston – March 20, 2022 – The WindAcre Partnership LLC ("WindAcre") today stated that it fully supports the decision by the Board of Directors ("Board") of Nielsen Holdings plc (NYSE: NLSN) ("Nielsen" or the "Company") to reject the $25.40 per share acquisition proposal received by the Company.
As a long-term Nielsen shareholder, WindAcre believes that the acquisition offer significantly undervalues the Company. Specifically, the offer price:
| · | Does not fairly value Nielsen's unique and strategic position as critical measurement infrastructure supporting the $100+ billion U.S. video advertising ecosystem; |
| · | Does not reflect the Company's progress on executing the Nielsen ONE roadmap; |
| · | Is unattractive relative to the valuation of information services peers that similarly have proprietary and essential data assets, and mid-single digit revenue growth, in line with Nielsen's medium-term outlook; and |
| · | Is significantly below Nielsen's intrinsic value per share, which WindAcre assesses at well in excess of $40 per share |
Accordingly, WindAcre informed the Board that it would not support the proposed transaction, that it intended to accumulate the shares required to block the acquisition, and that it was confident in its ability to do so. Under UK law, a scheme of arrangement requires the approval of the holders of at least 75% in value of the shares voting on the transaction, with members of the acquiring consortium not eligible to vote their shares. WindAcre currently owns 9.6% of Nielsen's ordinary shares and has economic exposure equivalent to another 14.4% of the Company's shares through cash-settled swaps.
Snehal Amin, Managing Partner of WindAcre, said, "Nielsen is, and we believe will continue to be, the currency for the video advertising ecosystem. Advertisers need the truth about who is watching their advertising across all screens and all platforms, and only Nielsen ONE has the promise to deliver that. A series of unaudited, unvalidated, and often self-serving measurement metrics that provide a glimpse of the audience only on certain screens or limited platforms simply won't suffice. Advertisers know that, and in the end they are the ones who decide what currency to use. We are confident it will be Nielsen ONE."
Amin continued, "We do not believe the offer comes close to recognizing Nielsen's intrinsic value and we were not going to be forced out of our holding at this price. We intended to block the transaction, so that we could realize, in time, the intrinsic value of our investment. We believe strongly that the Board made the right decision in the face of an inadequate offer, saving the Company from months of distraction and instability resulting from an acquisition process that would eventually fail."
Disclaimer
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any state to any person. This press release does not recommend the purchase or sale of a security. In addition, this press release and the discussions and opinions herein are for general information only, and are not intended to provide investment advice. All statements contained herein that are not clearly historical in nature or that necessarily depend on future events are "forward-looking statements," which are not guarantees of future performance or results, and the words "anticipate," "believe," "expect," "potential," "could," "opportunity," "estimate," and similar expressions are generally intended to identify forward-looking
statements. Any projected results and statements contained herein and the material contained herein that are not historical facts are based on current expectations, speak only as of the date hereof, and involve risks that may cause the actual results to be materially different. Certain information included in this material is based on data obtained from sources considered to be reliable. No representation is made with respect to the accuracy or completeness of such data, and any analyses provided to assist the recipient of this material in evaluating the matters described herein may be based on subjective assessments and assumptions and may use one among alternative methodologies that produce different results. Accordingly, any analyses should also not be viewed as factual and also should not be relied upon as an accurate prediction of future results. All figures are unaudited estimates and subject to revision without notice. Except as required by law, WindAcre disclaims any obligation to update the information herein and reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. There is no assurance or guarantee with respect to the prices at which any securities of the Company will trade, and such securities may not trade at prices that may be implied herein. WindAcre currently beneficially owns securities of the Company. It is possible that there will be developments in the future that cause WindAcre from time to time to sell all or a portion of its holdings of the Company in open market transactions or otherwise, buy additional securities (in open market transactions or privately negotiated transactions or otherwise), or trade in options, puts, calls, or other derivative instruments relating to such securities.
SOURCE WindAcre Partnership LLC