rrd305032_344093.html

0001181431-12-020204.txt : 20120328 0001181431-12-020204.hdr.sgml : 20120328 20120328174123 ACCESSION NUMBER: 0001181431-12-020204 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120326 FILED AS OF DATE: 20120328 DATE AS OF CHANGE: 20120328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CARLYLE OFFSHORE PARTNERS II LTD CENTRAL INDEX KEY: 0001158931 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35042 FILM NUMBER: 12721732 BUSINESS ADDRESS: STREET 1: CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVE. N.W. STE. 220 S. CITY: WASHINGTON STATE: DC ZIP: 20004-2505 BUSINESS PHONE: 2023472626 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nielsen Holdings N.V. CENTRAL INDEX KEY: 0001492633 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980662038 STATE OF INCORPORATION: P7 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 770 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10003 BUSINESS PHONE: (646) 654-5000 MAIL ADDRESS: STREET 1: 770 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10003 FORMER COMPANY: FORMER CONFORMED NAME: Nielsen Holdings B.V. DATE OF NAME CHANGE: 20100524 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DBD Cayman, Ltd. CENTRAL INDEX KEY: 0001427002 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35042 FILM NUMBER: 12721734 BUSINESS ADDRESS: STREET 1: C/O WALKERS STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 BUSINESS PHONE: (202) 729-5438 MAIL ADDRESS: STREET 1: C/O WALKERS STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TCG HOLDINGS CAYMAN II, L.P. CENTRAL INDEX KEY: 0001459899 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35042 FILM NUMBER: 12721731 BUSINESS ADDRESS: STREET 1: THE CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: 202-729-5626 MAIL ADDRESS: STREET 1: THE CARLYLE GROUP STREET 2: 1001 PENNSYLVANIA AVENUE, NW CITY: WASHINGTON STATE: DC ZIP: 20004 FORMER NAME: FORMER CONFORMED NAME: TCG HOLDINGS CAYMAN II LP DATE OF NAME CHANGE: 20090326 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TC Group Cayman Investment Holdings, L.P. CENTRAL INDEX KEY: 0001475444 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35042 FILM NUMBER: 12721730 BUSINESS ADDRESS: STREET 1: C/O WALKERS STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 BUSINESS PHONE: (202) 729-5438 MAIL ADDRESS: STREET 1: C/O WALKERS STREET 2: WALKER HOUSE, 87 MARY STREET CITY: GEORGE TOWN, GRAND CAYMAN STATE: E9 ZIP: KY1-9001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Carlyle Offshore Partners II Holdings, Ltd. CENTRAL INDEX KEY: 0001510748 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35042 FILM NUMBER: 12721733 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: (202) 729-5438 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DBD Cayman Holdings, Ltd. CENTRAL INDEX KEY: 0001510768 STATE OF INCORPORATION: F3 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35042 FILM NUMBER: 12721729 BUSINESS ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 BUSINESS PHONE: (202) 729-5438 MAIL ADDRESS: STREET 1: C/O THE CARLYLE GROUP, SUITE 220 SOUTH STREET 2: 1001 PENNSYLVANIA AVENUE, N.W. CITY: WASHINGTON STATE: DC ZIP: 20004 4 1 rrd340140.xml FORM 4 X0305 4 2012-03-26 0 0001492633 Nielsen Holdings N.V. NLSN 0001427002 DBD Cayman, Ltd. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON DC 20004 0 0 1 0 0001510748 Carlyle Offshore Partners II Holdings, Ltd. C/O WALKER CORPORATE SERVICES LIMITED WALKER HSE, 87 MARY STREET, GEORGE TOWN GRAND CAYMAN E9 KY1-9001 CAYMAN ISLANDS 0 0 1 0 0001158931 CARLYLE OFFSHORE PARTNERS II LTD C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., N.W., SUITE 220 WASHINGTON DC 20004-2505 0 0 1 0 0001459899 TCG HOLDINGS CAYMAN II, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON DC 20004 0 0 1 0 0001475444 TC Group Cayman Investment Holdings, L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE., NW, SUITE 220 S WASHINGTON DC 20004 0 0 1 0 0001510768 DBD Cayman Holdings, Ltd. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE, NW SUITE 220 S WASHINGTON DC 20004 0 0 1 0 Common Stock 2012-03-26 4 S 0 7811273 29.1156 D 47284081 I See footnotes Represents shares of common stock sold or held by Valcon Acquisition Holding (Luxembourg) S.a r.l. ("Luxco"). Includes 37,267,825 securities attributable to Carlyle Partners IV Cayman, L.P. ("CP IV"), 1,505,118 securities attributable to CP IV Coinvestment Cayman, L.P. ("CP IV Coinvest") and 8,511,138 securities attributable to CEP II Participations S.a r.l. SICAR ("CEP II P"), each through its ownership of securities of Luxco. TC Group IV Cayman, L.P. is the general partner of each of CP IV and CP IV Coinvest. CP IV GP, Ltd. is the general partner of TC Group IV Cayman, L.P. TC Group Cayman Investment Holdings, L.P. is the sole shareholder of TC Group IV Cayman, L.P. Carlyle Europe Partners II, L.P. is the sole shareholder of CEP II P. CEP II Managing GP, L.P. is the general partner of Carlyle Europe Partners II, L.P. CEP II Managing GP Holdings, Ltd. is the general partner of CEP II Managing GP, L.P. TC Group Cayman Investment Holdings, L.P. is the sole shareholder of CEP II Managing GP Holdings, Ltd. The general partner of TC Group Cayman Investment Holding, L.P. is TCG Holdings Cayman II, L.P. The general partner of TCG Holdings Cayman II, L.P. is DBD Cayman Ltd. The sole shareholder of DBD Cayman, Ltd. is DBD Cayman Holdings, Ltd., a Cayman Islands exempted limited liability company. DBD Cayman Holdings, Ltd. is controlled by its ordinary members, and all action relating to the voting or disposition of the securities requires the approval of a majority of the ordinary members. William E. Conway, Jr., Daniel A. D'Aniello and David M. Rubenstein are the ordinary members of DBD Cayman Holdings, Ltd. and, in such capacity, may be deemed to share beneficial ownership of securities beneficially owned by DBD Cayman Holdings, Ltd. Such individuals expressly disclaim any such beneficial ownership, except to the extent of their pecuniary interest therein. Pursuant to an agreement between DBD Cayman Holdings, Ltd. and its Class B member, Carlyle Offshore Partners II, Ltd., voting power over the Common Stock is held by Carlyle Offshore Partners II, Ltd. The sole shareholder of Carlyle Offshore Partners II, Ltd. is Carlyle Offshore Partners II Holdings, Ltd. Carlyle Offshore Partners II Holdings, Ltd. has 13 members, with no member controlling more than 7.7% of the vote. Each of these members expressly disclaims beneficial ownership of any such securities, except to the extent of their pecuniary interest therein. Due to the limitations of the electronic filing system, Carlyle Partners IV Cayman, L.P., CP IV GP, Ltd., TC Group IV Cayman, L.P., CP IV Coinvestment Cayman, L.P, CEP II Managing GP Holdings, Ltd., CEP II Managing GP, L.P. Carlyle Europe Partners II, L.P. and CEP II Participations S.a r.l. SICAR are filing a separate Form 4. Exhibit List Exhibit 24 - Power of Attorney Exhibit 99 - Joint Filer Information Form 1 of 2 /s/ Jeremy W. Anderson, attorney-in-fact 2012-03-28 EX-24. 2 rrd305032_344093.htm POWER OF ATTORNEY rrd305032_344093.html

                                                                      Exhibit 24

                                POWER OF ATTORNEY

        The undersigned understands that, from time to time, the Carlyle
Companies (defined below) are required to prepare, execute and file certain
federal and state securities laws filings.

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of Curt Buser, Jeff Ferguson, David Pearson, Catherine Ziobro, R.
Rainey Hoffman, Joanne Cosiol, Monica Harris, Jeremy Anderson, Bruno De Gusmao,
Ann Siebecker, Andrea Pekala, Tom Mayrhofer, David Willich, Glen Goold, Orit
Mizrachi, John Beczak, Rick Kappler, Matt LoRusso, Rob Konigsberg, Katey Bogue,
James Sloan, or any of them signing singly, and with full power of substitution,
the undersigned's true and lawful attorney-in-fact to:

        (1)     prepare, execute in the name of each Carlyle Company and on
        behalf of each Carlyle Company, and submit to the U.S. Securities and
        Exchange Commission (the "SEC") a Form ID, including amendments thereto,
        and any other documents necessary or appropriate to obtain codes and
        passwords enabling the undersigned to make electronic filings with the
        SEC of Forms D ("Form D") required to be filed in accordance with Rule
        503 ("Rule 503") promulgated with respect to Sections 4(2), 4(6) and
        3(b) of the Securities Act of 1933 (the "1933 Act") and reports required
        by Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 (the
        "1934 Act") or any rule or regulation of the SEC;

        (2)     prepare and execute for and on behalf of each Carlyle Company,
        in the undersigned's capacity as a Managing Director, authorized person,
        officer and/or director of each Carlyle Company, federal and state
        securities laws filings including without limitation Forms D pursuant to
        Rule 503 and Schedules 13D and 13G and Forms 3, 4, and 5 in accordance
        with Sections 13(d) and 16(a) of the 1934 Act and the rules thereunder;

        (3)     do and perform any and all acts for and on behalf of each
        Carlyle Company which may be necessary or desirable to complete and
        execute any such federal and state securities laws filings including
        without limitation Forms D, Schedules 13D and 13G and Forms 3, 4, and 5,
        complete and execute any amendment or amendments thereto, and timely
        file such form with the SEC and the securities administrators of any
        state, the District of Columbia, the Commonwealth of Puerto Rico, Guam
        and the United States Virgin Islands or their designees and any stock
        exchange or similar authority; and

        (4)     take any other action of any type whatsoever in connection with
        the foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted, whether the same needs to be executed, taken
or done by him in his capacity as a current or former member, partner,
shareholder, director or officer of any company, partnership, corporation,
organization, firm, branch or other entity connected with, related to or
affiliated with any of the entities constituting the Carlyle Companies or
entities that directly or indirectly hold interests in the Carlyle Companies.

        The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with federal and state
securities laws, including without limitation Rule 503 of the 1933 Act or
Section 13 and Section 16 of the 1934 Act.

        This Power of Attorney and all authority conferred hereby shall not be
terminated by operation of law, whether by the death or incapacity of the
undersigned or by occurrence of any other event. Actions taken by an
attorney-in-fact pursuant to this Power of Attorney shall be as valid as if any
event described in the preceding sentence had not occurred, whether or not the
attorney-in-fact shall have received notice of such event. Notwithstanding the
foregoing, (i) in the event that an attorney-in-fact is no longer employed by
The Carlyle Group Employee Co., L.L.C. or its affiliates, this Power of Attorney
and all authority conferred hereby shall be immediately terminated with respect
to such Attorney, and (ii) the undersigned may terminate or revoke this Power of
Attorney at any time.

        For purposes hereof, the "Carlyle Companies" shall consist of: (i) TWC
Virginia, Inc., a Delaware corporation, TC Group, L.L.C., a Delaware limited
liability company, TC Group Cayman, L.P., a Cayman Islands exempted limited
partnership, TC Group Investment Holdings, L.P., a Delaware limited partnership
and TC Group Cayman Investment Holdings, L.P., a Cayman Islands exempted limited
partnership; (ii) their respective owners, including without limitation TCG
Holdings, L.L.C., a Delaware limited liability company, TCG Holdings Cayman,
L.P., a Cayman Islands exempted limited partnership, TCG Holdings II, L.P., a
Delaware limited partnership, TCG Holdings Cayman II, L.P., a Cayman Islands
exempted limited partnership, TCG Employee Co., L.L.C., a Delaware limited
liability company, Carlyle Offshore Partners II, Ltd., a Cayman Islands exempted
company with limited liability, Carlyle Offshore Partners II Holdings, Ltd., a
Cayman Islands exempted company with limited liability, DBD Investors V, L.L.C.,
a Delaware limited liability company, DBD Investors V Holdings, L.L.C., a
Delaware limited liability company, DBD Cayman, Ltd., a Cayman Islands exempted
company with limited liability and DBD Cayman Holdings, Ltd., a Cayman Islands
exempted company with limited liability; and (iii) the subsidiaries and
affiliates of the foregoing in clauses (i) and (ii), including without
limitation investment funds sponsored directly or indirectly by one or more of
the Carlyle Companies.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 11th day of February, 2011.

                                        /s/ David M. Rubenstein
                                        ---------------------------------------
                                        Name: David M. Rubenstein

EX-99. 3 rrd305032_344170.htm JOINT FILER INFORMATION rrd305032_344170.html

Exhibit 99

Joint Filer Information

Date of Event
Requiring Statement: March 26, 2012

Issuer Name and Ticker
or Trading Symbol: Nielsen Holdings N.V. [NLSN]

Designated Filer: DBD Cayman, Ltd.

Other Joint Filers: Carlyle Offshore Partners II Holdings, Ltd.
Carlyle Offshore Partners II Ltd.
DBD Cayman Holdings, Ltd.
TCG Holdings Cayman II, L.P.
TC Group Cayman Investment Holdings, L.P.
CP IV GP, Ltd.
TC Group IV Cayman, L.P.
Carlyle Partners IV Cayman, L.P.
CP IV Coinvestment Cayman, L.P.
CEP II Managing GP Holdings, Ltd.
CEP II Managing GP, L.P.
Carlyle Europe Partners II, L.P.
CEP II Participations S.a r.l. SICAR

Addresses: The address for each of CEP II Managing GP, L.P. and
Carlyle Europe Partners II, L.P. is c/o The Carlyle
Group, 1001 Pennsylvania Ave. NW, Suite 220 South,
Washington, D.C. 20004-2505.

The address for CEP II Participations S.a
r.l. SICAR is 2 Avenue Charles de Gaulle,
Luxembourg L-1653, Luxembourg.

The address for each of the other Reporting
Persons is c/o Walker Corporate Services
Limited, Walker House, 87 Mary Street, George Town,
Grand Cayman KY1-9001, Cayman Islands.

Signatures: Dated: March 28, 2012

Carlyle Offshore Partners II Holdings, Ltd.