Nielsen Agrees To $16B Buyout Deal From Private Equity Consortium

Nielsen Holdings has agreed to be acquired by a private equity consortium led by Evergreen Coast Capital Corp., an affiliate of Elliott Investment Management, and Brookfield Business Partners, for $16 billion in an all-cash share and debt-assumption deal.

The deal gives shareholders $28 a share. Nielsen’s board of directors now says the agreement is 10% premium over a previous offer. In addition, it is 60% premium over Nielsen's stock price as of March 11, 2022.

In a previous offer, Nielsen said a review of the consortium’s proposal would have a value of $25.40 per share.

This comes in the midst of troubling measurement issues for Nielsen. The company has put its hopes around a new cross-platform effort -- Nielsen One. This is where the consortium believes Nielsen continues to have strong value.

"After months of deep market analysis, industry diligence and management reviews, we are firmly convinced that Nielsen will continue to be the gold standard for audience measurement as it executes on the Nielsen One roadmap," said Jesse Cohn, managing partner and Marc Steinberg, senior portfolio manager on behalf of Evergreen Coast Capital and Elliott Investment Management, in a joint statement.

Nielsen has had some major missteps over the past two years -- including under-counting of TV viewership due to lack of maintenance in Nielsen national TV panel homes due the pandemic. This led to the MRC suspending its accreditation of its national and local service.

In addition, last December, Nielsen said there was undercounting of its out-of-home viewing since September 2020. At the time, it said, the error had “no impact to most telecasts,” except for some live sports events.

As a result, TV networks -- in partnership with media agencies and other measurement companies -- have accelerated efforts to find alternative TV measures and/or “currencies” by which to do business with TV marketers.



Sean Cunningham, president and chief executive officer of the Video Advertising Bureau (VAB), a TV network advertising group, said in a statement:

“For any version of Nielsen, current as-is or next after-sale, the ad industry needs are identical: Deep disclosures and real transparency, commitment to the modernization that sharply increased competition demands, and increased collaboration rather than collision with their clients and customers. We are rooting hard for these overdue outcomes from any version of Nielsen."

2 comments about "Nielsen Agrees To $16B Buyout Deal From Private Equity Consortium".
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  1. Nicholas Schiavone from Nicholas P. Schiavone, LLC, March 29, 2022 at 2:31 p.m.

    Bravo, Wayne Friedman & MediaPost!

    With all due respect to Jesse Cohn, managing partner & Marc Steinberg, senior portfolio manager on behalf of Evergreen Coast Capital & Elliott Investment Management,
    NIELSEN will NOT "continue to be the gold standard for audience measurement...."
    It is not now. And it has not been for decades.

    The Nielsen ownership chronology is a revealing tale of fluctuating ownership and
    "financial accretion." But it is also a history of RESEARCH QUALITY DECRETION.

    The Dun & Bradstreet acquistion marks a steady slide that began not long after the
    introduction of the so-called People Meter Measurement IN 1987. It is important
    to note that the People Meter concept was not per se "wrong." It is also important
    to recognize that Nielsen never actually measured viewing, as such behavior is
    subjective and there can be no objective measurement of a subjective behavior.

    The best Nielsen can determine is if a TV set is on or off, what channel it is tuned
    to and maybe if panel members are in the "TV room" when the set is on.
    Is anyone paying attention? Who knows? And that's the TV audience measurement
    fantasy. It hurts to imagine what Nielsen wants its customers to believe about online/streaming audiences - and how it measures them

    The Capital & Investment Management firms in question can hardly possess
    the necessary talent to understand the methodological research & electronic
    media marketing challenges they have just assumed. Can they explain, for example,
    what it means to be without MRC (Media Rating Council) Accreditation or an E&Y Audit?

    Given the price just paid for Nielsen, one thing is certain about Nielsen and
    it's not quality. Media company CEO's need to pay attention. The terms & conditions
    in Nielsen Contracts, so-called Agreements, are likely to be headed nowhere good.
    In this commentator's mind, based on history, Nieslen will negotiate as if it were a natural monopoly. Even knowledgeable clients are forced to accept financial terms and operating conditions before quality is guaranteed and remedies are established. In effect,
    Nielsen Clients are trapped...prisoners, more or less. That's hardly an equitable deal.

    The media and marketing industries can hope all they want. They can be "rooting hard"
    for long overdue changes. But here is the bottom line: Nielsen is handsomely paid for
    what it does and does not do! It's time for clients to assume responsibility for measurement.

  2. Ed Papazian from Media Dynamics Inc, March 29, 2022 at 3:39 p.m.

    Good one, Nick. The fact remains that we have never had a "gold standard" for determining how many people "watch" TV shows at any moment in time. It was long believed that telephone coincidentials were a sort of "gold standard" but that this method was simply too expensive to be suited for the continuous every show ---every minute---measurements that a meter panel could provide. But telephone coincidentials haven't been feasible for decades ---even if one assumed that this was the "best" method"---which is doubtful. And,as I have pointed out on many occasions, for 70 years nobody has  seemed concerned about validating our TV rating surveys---nor, to be fair, our radio ratings or magazine/newspaper audience studies.

    The new Nielsen "Big Data"TV  rating service is basically a cobbled together stew of smart set and set-top-box panel device usage, involving millions of homes---- which will be turned into commercial-specific "viewing" data--I assume---- by some sort of viewer-per -set calculations derived from that relativeley small nuber of homes with people meter
    button pressing gadgets. The resulting stats will be very inflated as regards actual eyes-on-screen "viewing"---which is what the networks and other time sellers want so they can monetize their "audiences" to the maximum extent.

    I can't blame them, nor can I blame Nielsen as this is a basic business decision---do what your primary customers wish. But I do blame the advertisers who just can't be bothered to take an active and serious funding interest in audience measurement. "We want better research", they tell us, "Research that goes to outcomes". Bla, bla, bla.That,folks, isn't good enough. What about attentiveness? Why the silence about that? There's an old adage---you get what you pay for---and in TV that's exactly what the advertisers will be getting---not much.

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