9. Long-term Debt and Other Financing Arrangements

Unless otherwise stated, interest rates are as of March 31, 2013.


(IN MILLIONS)	March 31, 2013							December 31, 2012
(IN MILLIONS)	Weighted Interest Rate			Carrying Amount		Fair Value		Weighted Interest Rate			Carrying Amount		Fair Value
$1,610 million Senior secured term loan due 2013				$	—	$	—				$	218	$	218
$2,386 million Senior secured term loan due 2016					—		—					2,315		2,324
$2,532 million Senior secured term loan (LIBOR based variable rate of 2.95%) due 2016					2,526		2,549					—		—
$1,222 million Senior secured term loan (LIBOR based variable rate of 2.20%) due 2017					1,161		1,167					1,176		1,173
€227 million Senior secured term loan due 2013					—		—					34		34
€273 million Senior secured term loan due 2016					—		—					347		347
€289 million Senior secured term loan (Euro LIBOR based variable rate of 3.06%) due 2016					371		373					—		—
$635 million senior secured revolving credit facility (Euro LIBOR or LIBOR based variable rate) due 2016					55		55					—		—

Total senior secured credit facilities (with weighted-average contractual interest rate)		2.90	%		4,113		4,144		3.46	%		4,090		4,096
$215 million 11.625% senior debenture loan due 2014					210		227					209		232
$1,080 million 7.75% senior debenture loan due 2018					1,084		1,203					1,084		1,211
$800 million 4.50% senior debenture loan due 2020					800		799					800		794
$288 million 6.25% mandatory convertible subordinated bonds due 2013					—		—					288		325

Total debenture loans (with weighted-average contractual interest rate)		7.60	%		2,094		2,229		7.70	%		2,381		2,562
Other loans					1		1					1		1

Total long-term debt		4.49	%		6,208		6,374		5.02	%		6,472		6,659
Capital lease and other financing obligations					106							107
Bank overdrafts					6							5

Total debt and other financing arrangements					6,320							6,584

Less: Current portion of long-term debt, capital lease and other financing obligations and other short-term borrowings					372							355

Non-current portion of long-term debt and capital lease and other financing obligations				$	5,948						$	6,229

The fair value of the Company’s long-term debt instruments was based on the yield on public debt where available or current borrowing rates available for financings with similar terms and maturities and such fair value measurements are considered Level 1 or Level 2 in nature, respectively.

Annual maturities of Nielsen’s long-term debt are as follows:


(IN MILLIONS)
For April 1, 2013 to December 31, 2013	$	124
2014		348
2015		151
2016		2,969
2017		733
2018		1,083
Thereafter		800

	$	6,208

In December 2012, the Company signed a definitive agreement to acquire Arbitron Inc. (NYSE: ARB), an international media and marketing research firm, for $48 per share in cash (the “Transaction”). In addition, the Company entered into a commitment for an unsecured note or unsecured loan of up to $1,300 million (the “Commitment Letter”) to fund the closing of the Transaction. As of March 31, 2013, there were no borrowings outstanding under the Commitment Letter.

In April 2013, Arbitron’s shareholders voted to approve the Transaction, which remains subject to customary closing conditions, including regulatory review.

In February 2013, the $288 million mandatory convertible subordinated bonds were converted into 10,416,700 shares of our common stock at a conversion rate of 1.8116 shares per $50.00 principal amount of the bonds.

Amendment to Senior Secured Credit Facility

In February 2013, the Second Amended and Restated Senior Secured Credit Agreement was amended and restated to provide for a new class of term loans (the “Class E Term Loans”) in an aggregate principal amount of $2,532 million and €289 million, the proceeds of which were used to repay or replace in full a like amount of our existing Class A Term Loans maturing August 9, 2013, Class B Term Loans maturing May 1, 2016 and Class C Term Loans maturing May 1, 2016. As a result of this transaction, the Company recorded a charge of $12 million primarily related to the write-off of previously capitalized deferred financing fees associated with the Class A, B and C term loans to other expense, net in the condensed consolidated statement of operations.

The Class E Term Loans will mature in full on May 1, 2016 and are required to be repaid in equal quarterly installments in aggregate annual amounts equal to 1.00% of the original principal amount of Class E Term Loans, with the balance payable on May 1, 2016. Class E Term Loans denominated in dollars bear interest equal to, at our election, a base rate or eurocurrency rate, in each case plus an applicable margin, which is equal to 1.75% (in the case of base rate loans) or 2.75% (in the case of eurocurrency rate loans). Class E Term Loan denominated in Euros bear interest equal to the eurocurrency rate plus an applicable margin of 3.00%. The newly Amended and Restated Senior Secured Credit Agreement contains substantially the same affirmative and negative covenants as those of the Existing Credit Agreement, other than certain amendments to the limitation on the ability of Nielsen and certain of its subsidiaries and affiliates to incur indebtedness and make investments.