The biggest financial windfall will go to the financial industry, including big underwriting banks like J.P. Morgan and Morgan Stanley. The filing estimates that the net proceeds of the offering, after the underwriters take their cut, will be $1.66 billion, the balance of which will be used to pay off various notes held by creditors including the private equity firms that took Nielsen private in 2006.
The filing says those private equity firms "sill continue to have significant influence over" Nielsen after the offering, and could limit the ability of other public shareholders to influence the direction of the company.
The biggest individual beneficiaries of the offering will be Nielsen's senior managers, especially CEO David Calhoun, whom will receive a multimillion windfall, mostly from shares of stock, as well as deferred compensation. Other top Nielsen executives reaping windfalls from deferred compensation and stock option grants include Vice Chairman Susan Whiting, CFO Brian West, Mitchell Habib, and Roberto Llamas.
The filing also discloses how handsomely Nielsen managers are paid. CEO Calhoun earned $6,326,221 in 2009 compensation. Executive Vice President Habib earned $3,050,736. Whiting earned $1,990,575. And West earned $1,850,973.
Of course, there are no long-term guarantees for Nielsen's investors, for all the "opportunities" the filing cites in terms of the rapidly changing consumer media and purchasing landscape, it also cites some "key risks," including:
* We may be unable to adapt to significant technological change which could adversely affect our business.
* Consolidation in the consumer packaged goods, media, entertainment, telecommunications and technology industries could put pressure on the pricing of our products and services, thereby leading to decreased earnings.
* Continued adverse market conditions, particularly in the consumer packaged goods, media, entertainment, telecommunications or technology industries in particular, could adversely impact our revenue.
* Our substantial indebtedness could adversely affect our financial health and we and our subsidiaries may still be able to incur substantially more debt, which could further increase the risk associated with our substantial leverage.
Upon completion, Nielsen's public shares will trade under the stock symbol NLSN.