Nielsen Holdings IPO: Cautionary Note

NEW YORK (TheStreet) - NLSN filed to come public back in June, 2010, with many on Wall Street expecting the debut of this stock to set the tone for the new issues market in 2011. However, there are two ways in which an investor can view NLSN, and depending on which side of the road you stand on, this will determine your posturing on this deal.

There is no dispute that NLSN is an iconic brand, a pioneer in the industry, with the term market share born out of the market research and media measurement tools developed by the company. Currently NLSN maintains a presence in 100 countries, with its business broken down into three segments: what people watch, which represents 34% of its revenue; what people buy, 62% of revenues; and exposition 4%.

Watch "provides viewership data and analytics" to media and advertising industries across television, online and mobile screens, with ratings the primary metric used to ascertain the "value of programming and advertising."

Turning to Buy, NLSN derives the majority of its revenues from this segment, providing transactional measurement data, consumer behavior information and analytics to businesses that operate in the consumer packaged goods industry. Moreover, this service tracks billions of sales transactions per month in retail outlets, spanning 100 countries worldwide.
  • Nielsen Holdings (NLSN)
  • Lead Underwriter: JP Morgan
  • Offering: 71,428,572 common shares
  • Current Price Range: $20 to $22
  • Deal Size to the mid-range - $1.5 billion
  • Week Due: Jan. 24, 2011
  • Sector: Publishing -- Periodicals

Exposition represents the smallest piece of the revenue pie, operating in the business-to-business trade show market in the U.S. One of the noteworthy elements of NLSN's business model is the company's ability to revamp its strategies, as the company, which began tracking television and radio ratings, has expanded into the Internet and mobile sectors, as this part of the technology puzzle is an essential component to this rapidly changing business environment.

NLSN certainly gets an A for innovation and it scores high marks for its diverse product and geographic reach. Nevertheless, the ugly side of this offering is the private equity component, as just about every major U.S. PE player has a piece of this deal. Insiders will not be selling at the open, but a notable portion of the proceeds from this offering will be paid to terminate its advisory agreement with its sponsors, roughly $103 million.

The sponsors will own roughly 78% of the common stock, with a 180-day lockup period looming in the background. Currently, total debt stands around $8.571 billion, and while there will be a 12.5% reduction in its liabilities once the IPO is completed, the company will remain highly leveraged.

NLSN is looking to move into the black for 2010; nevertheless, the presence of significant private equity ownership serves as a major red flag.

This commentary comes from an independent investor or market observer as part of TheStreet guest contributor program. The views expressed are those of the author and do not necessarily represent the views of TheStreet or its management.

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