New Issue: Neilsen/VNU price $1.68 billion equivalent of notes in four tranches

By Paul A. Harris

St. Louis, Aug. 1 - Nielsen Finance LLC, Nielsen Finance Co. and VNU Group BV combined on Tuesday to price $1.68 billion equivalent of high-yield notes, according to an informed source.

Deutsche Bank Securities, Citigroup, JP Morgan, ABN Amro and ING led the deal.

Nielsen Finance LLC and Nielsen Finance Co., at the operating company level, (Nielsen) priced a $650 million tranche of eight-year senior notes (B3/CCC+) at par to yield 10%, on top of price talk that had been revised from the 9¾% area.

Nielsen also priced a €150 million tranche of the senior notes (B3/CCC+) at par to yield 9%, on top of price talk.

In addition Nielsen priced $585 million proceeds of 10-year senior subordinated discount notes (Caa1/CCC+) at 54.686 to yield 12½%, on the wide end of the price talk that had the dollar-denominated discount notes coming 225 to 250 basis points behind the dollar-denominated senior notes.

Meanwhile VNU Group BV, the holding company, priced a €200 million proceeds issue of 10-year senior discount notes at 58.337 to yield 11 1/8%, on top of price talk that had been revise from Euribor plus 625 to 650 basis points.

Proceeds will be used to partially fund the €7.6 billion acquisition of VNU by Valcon Acquisition BV, a group of investors that includes Kohlberg Kravis Roberts & Co. and Carlyle Group.

The issuer is a Haarlem, The Netherlands-based market research company.

Issuer:	Nielsen Finance LLC, Nielsen Finance Co. and VNU Group BV (operating company)
Amount:	$1.68 billion equivalent
Bookrunners:	Deutsche Bank Securities, Citigroup, JP Morgan, ABN Amro, ING
Trade date:	Aug. 1
Settlement date:	Aug. 9
Dollar-denominated senior notes
Amount:	$650 million
Maturity:	Aug. 1, 2014
Coupon:	10%
Price:	Par
Yield:	10%
Spread:	503 bps
Call protection:	Callable on and after Aug. 1, 2010 at 105.0, 102.50, par on and after Aug. 1, 2012
Equity clawback:	Until Aug. 1, 2009 for 35% at 110.0
Ratings:	Moody's: B3
	Standard & Poor's: CCC+
Price talk:	10% (revised from 9¾% area)
Euro-denominated senior notes
Amount:	€150 million
Maturity:	Aug. 1, 2014
Coupon:	9%
Price:	Par
Yield:	9%
Spread:	512 bps
Call protection:	Callable on and after Aug. 1, 2010 at 104.50, 102.75, par on and after Aug. 1, 2012
Equity clawback:	Until Aug. 1, 2009 for 35% at 109.0
Ratings:	Moody's: B3
	Standard & Poor's: CCC+
Price talk:	9%
Senior subordinated discount notes
Amount:	$585 million proceeds
Maturity:	Aug. 1, 2016
Coupon:	0%
Price:	54.686
Yield:	12½%
Spread:	750 bps
Call protection:	Callable on and after Aug. 1, 2011 at 106.25, 104.167, 102.083, par on and after Aug. 1, 2014
Equity clawback:	Until Aug. 1, 2009 for 35% at 112.50
Ratings:	Moody's: Caa1
	Standard & Poor's: CCC+
Price talk:	225-250 bps behind the senior notes
Holding company notes
Issuer:	VNU Group BV (holding company)
Amount:	€200 million proceeds
Maturity:	Aug. 1, 2016
Security description:	Senior discount notes
Coupon:	0%
Price:	58.337
Yield:	11 1/8%
Spread:	718 bps
Call protection:	Callable on and after Aug. 1, 2011 at 105.563, 103.708, 101.854, par on and after Aug. 1, 2014
Equity clawback:	Until Aug. 1, 2009 for 35% at 111.125
Ratings:	Moody's: Caa1
	Standard & Poor's: CCC+
Price talk:	11 1/8% (revised from Euribor plus 625 to 650 bps)

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