On October 31, 2020, Nielsen entered into the Stock Purchase Agreement to sell its Global Connect business to affiliates of Purchaser, for $2.7 billion in cash, subject to adjustments based on closing levels of cash, indebtedness, debt-like items and working capital, and the Connect Warrant. On February 11, 2021, Nielsen held a special meeting of Nielsen’s shareholders. At the special meeting, the Connect Transaction was submitted to a vote of the shareholders through the solicitation of proxies. Approval of the Connect Transaction required the affirmative vote of the holders of a majority of ordinary shares present (online or by proxy) at the special meeting. The Connect Transaction was approved by the requisite vote of Nielsen’s shareholders. Beginning in the first quarter of 2021, the Global Connect segment met the criteria set forth in ASC 205 – 20 “Presentation of Financial Statements – Discontinued Operations,” and has been presented on a discontinued operations basis for all periods presented. Given the Global Connect segment represented a separate segment and approximately 50% of our consolidated revenues, we considered this to be a strategic shift.

The Connect Transaction closed on March 5, 2021. The Company received net proceeds of $2.4 billion on March 5, 2021, subject to final closing adjustments, and recorded an estimated gain of $542 million, net of tax within discontinued operations. Proceeds from the sale were primarily utilized for debt repayment.

On March 16, 2021, Nielsen completed the partial prepayment of $1.0 billion of the senior secured term loans due 2023 and $0.3 billion of the senior secured term loans due 2025. The partial prepayment resulted in aggregate principal amount of 2023 and 2025 senior secured term loans remaining outstanding of approximately $2.6 billion and $1 billion, respectively. Nielsen redeemed $150 million outstanding aggregate principal amount of its 5.500% senior notes due 2021 effective March 21 2021 and redeemed $825 million of outstanding aggregate principal amount of the 5.000% senior notes due 2022 effective April 10 2021, in each case at a redemption price equal to 100% of the principal amount of such notes to be redeemed, plus accrued and unpaid interest thereon to, but excluding, the applicable redemption date.

In connection with the Connect Transaction, Nielsen and Global Connect entered into a Transition Services Agreement for services that primarily relate to technology functions such as infrastructure and cybersecurity, which will run for up to two years following the closing, with an option to extend the term by six months per service. In addition, Nielsen and Global Connect entered into a Master Services Agreement pursuant to which each party granted the other reciprocal licenses to certain data used by Global Connect and Nielsen, respectively, as well as certain corresponding services related to such data at agreed rates for up to five years following the closing.

The following table summarizes the major classes of line items constituting net income from discontinued operations, net of tax:

	Three Months Ended			Three Months Ended
	March 31,			March 31,
(IN MILLIONS)	2021					2020
Operations
Revenues	$	452				$	717
Cost of revenues, exclusive of depreciation and amortization shown separately below		264					397
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		229					313
Depreciation and amortization		36					78
Restructuring charges		6					8
Operating income/(loss)		(83	)				(79		)
Other income and expenses(1)		(13	)				(8		)
Income/(loss) from discontinued operations before income taxes		(96	)				(87		)
Benefit/(provision) for income taxes		21					14
Net income/(loss) from discontinued operations	$	(75	)			$	(73		)
Disposal
Gain on disposal before income taxes	$	379				$	-
Benefit/(provision) for income taxes		163					-
Gain on disposal, net of taxes		542					-
Net income/(loss) from discontinued operations		467						(73		)
Net income/(loss) from discontinued operations attributable to noncontrolling interests		-						1
Net income/(loss) from discontinued operations attributable to Nielsen shareholders	$	467			$			(74		)

(1)The Company’s Sixth Amended and Restated Credit Agreement entered into in July 2020 and the Credit Agreement entered into in June 2020, as amended by Amendment No. 1 thereto in July 2020, required $1.3 billion of senior secured term loans to be repaid pursuant to the debt covenants which were triggered as a result of the Connect Transaction. As such, the Company elected to allocate interest expense to discontinued operations of $8 million and $10 for the three months ended March 31, 2021 and 2020, respectively.

The Company has incurred $162 million in separation costs related to the sale of Global Connect, of which $37 and $35 are reflected in the Company’s condensed consolidated statement of operations as discontinued operations for the three months ended March 31, 2021 and 2020, respectively. These costs are comprised primarily of professional fees (e.g., legal, banking and accounting), as well as other items that are incremental and one-time in nature that are related to the sale of Global Connect.

The following table summarizes the major classes of assets and liabilities of discontinued operations at December 31, 2020:

	December 31,
(IN MILLIONS)	2020

Assets:
Current assets
Cash and cash equivalents	$	110
Trade and other receivables, net of allowances for doubtful accounts and sales returns		689
Prepaid expenses and other current assets		265
Total current assets of discontinued operations		1,064
Non-current assets
Property, plant and equipment, net		177
Operating lease right-of-use asset		217
Goodwill		360
Other intangible assets, net		807
Deferred tax assets		228
Other non-current assets		136
Total assets of discontinued operations	$	2,989
Liabilities:
Current liabilities
Accounts payable and other current liabilities	$	710
Deferred revenues		235
Income tax liabilities		27
Current portion of long-term debt, finance lease obligations and short-term borrowings		17
Total current liabilities of discontinued operations		989
Non-current liabilities
Long-term debt and finance lease obligations		1,330
Deferred tax liabilities		65
Operating lease liabilities		218
Other non-current liabilities		224
Total liabilities of discontinued operations	$	2,826

As of March 31, 2021, the condensed consolidated balance sheet included $60 million of an estimated receivable from Purchaser within prepaid expenses and other current assets as well as $49 million within accounts payable and other current liabilities and $27 million within other non-current liabilities for estimated liabilities to affiliates of Purchaser and incurred separation costs. These represent estimated receivables from and payables to affiliates of Purchaser under tax indemnification arrangements for certain liabilities to various taxing authorities that will be settled in future periods as well as separation costs incurred related to the sale of Global Connect.

The following table provides operating and investing cash flows for Nielsen’s discontinued operations (in millions):

		March 31,			March 31,
(IN MILLIONS)		2021			2020
		(Unaudited)			(Unaudited)
Net cash flows provided by/(used in) operating activities	$	(213	)	$	(126	)
Net cash flows provided by/(used in) investing activities		(26	)		(68	)