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NIELSEN N.V. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

June 6, 2014

Item 1.01 Entry into a Material Definitive Agreement.

On June 2, 2014, Nielsen N.V. (the "Company") entered into an Underwriting Agreement (the "Underwriting Agreement"), dated as of June 2, 2014, with Valcon Acquisition Holding (Luxembourg) S.À r.l. (the "Selling Stockholder") and Goldman, Sachs & Co. (the "Underwriter") with respect to a registered underwritten public offering of 20,000,000 shares of the Company's common stock, par value 0.07 per share (the "Common Stock"), to be sold by the Selling Stockholder. The Selling Stockholder sold the Common Stock to the Underwriter at a price of $47.08 per share. The Underwriting Agreement grants the Underwriter a 30-day option to purchase up to an additional 3,000,000 shares of Common Stock from the Selling Stockholder. The secondary offering was completed on June 6, 2014.

The sale of the Common Stock by the Selling Stockholder was made pursuant to the Company's Registration Statement on Form S-3 (Registration No. 333-180192) (the "Registration Statement"), including a prospectus supplement dated June 2, 2014 (the "Prospectus Supplement") to the prospectus contained therein dated March 19, 2012 (the "Base Prospectus"), filed by the Company with the Securities and Exchange Commission, pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended.

The Underwriting Agreement contains customary representations, warranties and covenants and includes the terms and conditions for the sale of the Common Stock, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

The Underwriter and its affiliates perform and have performed commercial and investment banking and advisory services for the Company from time to time for which they receive and have received customary fees and expenses. The Underwriter may, from time to time, engage in transactions with and perform services for the Company in the ordinary course of its business for which it will receive fees and expenses.

Item 8.01 Other Events.

In connection with the offering by the Selling Stockholder of the Common Stock, as described in response to Item 1.01 of this Current Report on Form 8-K, the following exhibits are filed herewith in order to be incorporated by reference into the Registration Statement, the Base Prospectus and/or the Prospectus Supplement: (i) the Underwriting Agreement (Exhibit 1.1 to this Current Report on Form 8-K) and (ii) the opinion of counsel with respect to the validity of the Common Stock sold in the offering (Exhibit 5.1 to this Current Report on Form 8-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description Exhibit 1.1 Underwriting Agreement, dated as of June 2, 2014, among the Company, the selling stockholder named therein and Goldman, Sachs & Co. Exhibit 5.1 Opinion of Clifford Chance LLP Exhibit 23.1 Consent of Clifford Chance LLP (included in Exhibit 5.1) 2


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Source: Edgar Glimpses

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