On October 31, 2020, Nielsen entered into the Stock Purchase Agreement to sell its Global Connect business to affiliates of Advent, 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, Global Connect 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 and recorded a gain of $489 million net of tax, inclusive of closing adjustments, during the year ended December 31, 2021. Proceeds from the sale were primarily utilized for debt repayment. Prior to final closing adjustments, the Company recorded a gain of $542 million net of tax during the three months ended March 31, 2021.

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. 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 continues to 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 March 31,
(IN MILLIONS)		2022	2021
Operations
Revenues	$	-	$	452
Cost of revenues, exclusive of depreciation and amortization shown separately below		-		264
Selling, general and administrative expenses, exclusive of depreciation and amortization shown separately below		-		229
Depreciation and amortization		-		36
Restructuring charges		-		6
Operating income/(loss)		-		(83	)
Other income and expenses ⁽¹⁾		4		(13	)
Income/(loss) from discontinued operations before income taxes		4		(96	)
Benefit/(provision) for income taxes		-		21
Net income/(loss) from discontinued operations	$	4	$	(75	)
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		4		467
Net income/(loss) from discontinued operations attributable to noncontrolling interests		-		-
Net income/(loss) from discontinued operations attributable to Nielsen shareholders	$	4	$	467

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, which has since been terminated, 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 for the three months ended March 31, 2021. There was no interest expense for the three months ended March 31, 2022.

The Company has incurred $162 million in separation costs related to the sale of Global Connect, of which $37 million is reflected in the Company’s condensed consolidated statement of operations as discontinued operations for the three months ended March 31, 2021. 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.

As of March 31, 2022, the consolidated balance sheet included $32 million of a receivable from Advent within prepaid expenses and other current assets as well as $2 million payable to Advent within accounts payable and other current liabilities and $14 million within other non-current liabilities for liabilities to affiliates of Advent. These represent estimated receivables from and payables to affiliates of Advent under tax indemnification arrangements for certain liabilities to various taxing authorities that will be settled in future periods.

The following table provides operating and investing cash flows for Nielsen’s discontinued operations for the three months ended March 31, 2021 (in millions):

There was no cash flows from discontinued operations during the three months ended March 31, 2022.