As Nielsen plans to separate into two independent, publicly traded companies, some of the puzzle pieces of the separation are falling into place. The measurement giant Thursday announced plans to spin-off its Global Connect business, the division that measures retail and consumer behavior, into a separate company. That will leave Nielsen’s Global Media business, which measures radio, TV and other media, as its own separate entity.
Once the transaction closes, Nielsen shareholders will own shares of both Nielsen, which would house the media measurement business, and the new separately traded entity housing the Global Connect business, the company said.
Nielsen CEO Dave Kenny will run the Global Media business. The company has begun the search for a CEO for Global Connect with some internal and external candidates already identified. Dave Anderson, who joined Nielsen in September 2018 as CFO before tacking on the role of Chief Operating Officer in March 2019, will focus his time as COO of Connect while continuing his CFO duties across the entire company.
With the separation, Nielsen said it is reducing its cash dividend payment to six cents a share from 35 cents a share.
The decision to break up Nielsen comes more than a year after the New York-based data giant launched a strategic review and follows a weak performance streak for the Global Connect business. The company’s board, led by James Attwood who took on the role of Executive Chairman of the board, considered three different paths forward: continue to operate as a public independent company, separate the businesses, or sell the entire company.
Speaking to analysts during the company’s third quarter earnings call Thursday morning, Kenny said the split “is the best path to position each of our businesses for long term success and to maximize more value.” Separating the two will “accelerate” improvements both companies have made since the review began in 2018 and “allow each of these businesses to pursue their unique operational and strategic priorities,” Kenny said.
Explaining the decision to analysts during the lengthy call, Kenny said the two units are “fundamentally different businesses with different financial profiles, different people, different tech needs and different end markets.” Operating the two businesses separately will speed up decision making, allow them to respond to changing market demands and push key initiatives forward, Kenny said.
The transaction is expected to take 9 to 12 months to close and will be structured as a tax-free separation with a stock distribution to be determined later. Anderson said they will need to develop standalone financial statements for each business, separate them from a legal and operational standpoint and work out capital structure and governance considerations.
One important hurdle Nielsen’s clients are likely contemplating is how the two companies will finesse the commercial relationships that have long existed between the two businesses. The divisions formerly known as Watch and Buy have worked together closely for years on comparing media and exposure with product purchase decisions to develop marketing effectiveness tools and studies that rely on data from each business. Kenny said they will “continue to have a preferred relationship” between the two companies to serve the consumer packaged goods clients that rely on those services. But a separation will allow the media business “to focus on all industries and not over index on CPG,” he added, opening an opportunity “on the outcome side of media business.” And once the two are separated, Anderson said “we can continue those through arm's-length agreements.”
Before the split reaches the closing table, Nielsen will have to work out tax matters and leverage ratios and figure out issues related to back office, tech platforms and real estate. It will also need to develop a registration statement for shares of the new company that will be distributed to Nielsen's shareholders, and get sign-off from the board and shareholders.
The separation comes after persistent activist shareholder pressure to sell the company from Elliott Management. But the hedge fund signaled its approval Thursday with a statement that said the separation will “unlock the substantial valuation upside of both businesses, which today trade at a meaningfully depressed level after a year of uncertainty.”
Revenue at both divisions finished ahead of expectations in third quarter results Nielsen announced Thursday. After opening at $19.31, investors responded by sending Nielsen’s share price as low as $17.94 in the morning hours after the announcement, before recovering to close at $19.91.