| January 21, 2011 |
VIA EDGAR
| Re: | Nielsen Holdings N.V. |
| Registration Statement on Form S-1 |
| File No.: 333-167271 |
SECURITIES AND EXCHANGE COMMISSION
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Barbara C. Jacobs, Assistant Director |
| Jan Woo, Attorney-Adviser |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Nielsen Holdings N.V. (the “Corporation”) hereby requests that the effective date of the above-referenced Registration Statement be accelerated so that it may become effective at 12 noon, Washington, D.C. time, on January 25, 2011, or as soon as possible thereafter. In this regard, the Corporation is aware of its obligations under the Securities Act.
The Corporation acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Corporation from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Corporation may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Very truly yours,
NIELSEN HOLDINGS N.V.
| By: | /s/ Harris Black | |||
| Name: | Harris Black | |||
| Title: | Secretary | |||
VIA EDGAR
| January 21, 2011 |
| Re: | Acceleration Request for Nielsen Holdings N.V. |
| Registration Statement on Form S-1 (File No. 333- 167271) |
SECURITIES AND EXCHANGE COMMISSION
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attention: | Barbara C. Jacobs, Assistant Director |
| Jan Woo, Attorney-Adviser |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, we attach the requests of our client, Nielsen Holdings N.V., and of the underwriters that effectiveness of the above-referenced Registration Statement be accelerated to 12 noon, Washington D.C. time, on Tuesday, January 25, 2011, or as soon as practicable thereafter. We ask, however, that the Securities and Exchange Commission staff not accelerate such effectiveness until we speak with you on that date.
Call me at (212) 455-2948 with any questions.
| Very truly yours, |
| /s/ Joseph H. Kaufman |
| Joseph H. Kaufman |
Morgan Stanley & Co. Incorporated
As Representative of the
several Underwriters
1585 Broadway
New York, New York 10036
January 21, 2011
Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 3561
100 F Street, N.E.
Washington, D.C. 20549-7010
| Attention: | Barbara C. Jacobs |
| Re: | Nielsen Holdings N.V. – Registration Statement on Form S-1 |
| (File No. 333-167271) |
Ladies and Gentlemen:
Pursuant to Rule 461 of the Rules and Regulations of the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned, as Representative of the several Underwriters, hereby join in the request of Nielsen Holdings N.V. (the “Company”) that the effective date of the above-referenced Registration Statement be accelerated so that the Registration Statement, as then amended, will become effective under the Securities Act at 12:00 p.m. Eastern time, on Tuesday, January 25, 2011, or as soon as practicable thereafter.
Pursuant to Rule 460 of the Rules and Regulations of the Commission under the Securities Act regarding the distribution of preliminary prospectuses, we hereby advise the Commission that the distribution of (i) the Preliminary Prospectus dated January 10, 2011 (the “First IPO Preliminary Prospectus”) relating to the proposed initial public offering of the Company’s common stock commenced January 10, 2011 and (ii) the Preliminary Prospectus dated January 10, 2011 (the “First Mandatory Bond Preliminary Prospectus”) relating to the proposed public offering of the Company’s Mandatory Convertible Subordinated Bonds due 2013 commenced January 10, 2011. Approximately twenty thousand eight hundred (20,800) copies of the First IPO Preliminary Prospectus and approximately seven thousand six hundred (7,600) copies of the First Mandatory Bond Preliminary Prospectus were distributed to prospective underwriters, institutional investors, dealers and others. Each of the Preliminary Prospectus dated January 18, 2011 (the “IPO Preliminary Prospectus”) relating to the proposed initial public offering of the Company’s common stock and the Preliminary Prospectus dated January 18, 2011 (the “Mandatory Bond Preliminary Prospectus”, and together with the IPO Preliminary Prospectus, the “Preliminary Prospectuses”) relating
to the proposed public offering of the Company’s Mandatory Convertible Subordinated Bonds due 2013 have been available on the Commission’s website since its date.
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In connection with the distribution of the Preliminary Prospectuses for the above-mentioned issue, the underwriters have confirmed that they have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
| Very truly yours,
Morgan Stanley & Co. Incorporated For themselves and on behalf of the several Underwriters
MORGAN STANLEY & CO. INCORPORATED | ||
| /s/ Max Herrnstein | ||
| Name: | Max Herrnstein | |
| Title: | Managing Director | |