Attached files
| file | filename |
|---|---|
| EX-4.1 - AMENDMENT NO. 1 TO THE AMENDED AND RESTATED CREDIT AGREEMENT - Nielsen CO B.V. | dex41.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 12, 2010
The Nielsen Company B.V.
(Exact name of registrant as specified in its charter)
| The Netherlands | 333-142546-29 | 98-0366864 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 770 Broadway New York, New York 10003 (646) 654-5000 |
Diemerhof 2 1112 XL Diemen The Netherlands +31 20 398 8777 |
(Address of principal executive offices)
Registrant’s telephone number, including area code
N/A
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 12, 2010, Nielsen Finance LLC (the “Company”), a subsidiary of the registrant, completed a term loan extension offer in accordance with the terms of the Company’s Amended and Restated Credit Agreement, dated August 9, 2006 and amended and restated as of June 23, 2009 (the “Credit Agreement”), among the Company, the other borrowers and guarantors party thereto, the lenders and other parties from time to time party thereto, and Citibank, N.A., as administrative agent. In connection with completing the term loan extension offer and in order to document the terms of the new class C term loans, as of such date the Company entered into an amendment to the Credit Agreement (the “Amendment Agreement”).
Pursuant to the term loan extension offer and the Amendment Agreement, approximately $1.495 billion of the Company’s class A term loans (which mature May 2013) and approximately $5 million of the Company’s class B term loans (which mature May 2016) were exchanged for the same principal amount of new class C term loans. The new class C term loans mature on May 1, 2016 and bear a tiered floating interest rate of LIBOR plus a margin of (x) 3.75% to the extent that the Company’s Total Leverage Ratio (as defined in the Credit Agreement) is greater than 5.0 to 1.0 and (y) 3.50% to the extent that the Company’s Total Leverage Ratio is less than or equal to 5.0 to 1.0. The foregoing margins are also subject to a decrease of 0.25% in the event and for so long as the Company’s corporate credit and/or family rating, as applicable, from either S&P or Moody’s is at least Ba3 or BB-, respectively. The class C term loans shall amortize in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount. No optional prepayments of class C term loans may be made so long as any class A or class B term loans are outstanding. Except as set forth in the Amendment Agreement, the class C term loans shall have the same terms as class B term loans.
A copy of the Amendment Agreement is furnished as Exhibit 4.1 to this report and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information in Item 1.01 above is incorporated into this Item 2.03 by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Exhibit Description | |
| 4.1 | Amendment No. 1, dated as of August 13, 2010, to the Amended and Restated Credit Agreement, dated August 9, 2006 and amended and restated as of June 23, 2009, among Nielsen Finance LLC, as a U.S. Borrower, TNC (US) Holdings Inc., as a U.S. Borrower, Nielsen Holding and Finance B.V., as Dutch Borrower, the Guarantors party thereto from time to time, Citibank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, ABN AMRO Bank N.V., as Swing Line Lender, the other Lenders party thereto from time to time, Deutsche Bank Securities Inc., as Syndication Agent and JPMorgan Chase Bank, N.A., ABN AMRO Bank N.V. and ING Bank N.V., as Co-Documentation Agents | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 16, 2010
| THE NIELSEN COMPANY B.V. | ||
| By: | /S/ JAMES W. CUMINALE | |
| Name: | James W. Cuminale | |
| Title: | Chief Legal Officer | |