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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
17. SUBSEQUENT EVENTS
Reorganization
On July 22, 2025, the Reorganization was completed, whereby NIQ Global Intelligence plc became the direct parent of AI PAVE and the indirect parent of other intermediate holding companies, including Dutch Holdings. All holders of equity interests in AI PAVE became shareholders of NIQ Global Intelligence plc.
Prior to the Reorganization, NIQ Global Intelligence plc had no material assets and conducted no operations (other than activities incidental to its formation, the Reorganization and the IPO). Beginning with the financial statements as of and for the nine months ended September 30, 2025, which is the first reporting period following the Reorganization, the historical financial statements of the AI PAVE Entities and the historical consolidated financial statements of Dutch Holdings will be combined with the historical financial statements of NIQ Global Intelligence plc., and NIQ Global Intelligence plc and its wholly-controlled subsidiaries will henceforth serve as the basis of presentation for all combined consolidated financial statements.
In connection with the Reorganization, the number of ordinary shares authorized increased to 1,500,000,000 and the ordinary shares outstanding became 245,000,000.
In connection with the Advent Acquisition, the Company issued a warrant to VNU International B.V., an affiliate of Nielsen, to subscribe for up to 184,284 shares of AI PAVE with an exercise price of $1,627.92 per share. The warrant is classified as a liability. Historically, this liability was maintained by AI PAVE, an entity that was not consolidated in the Company’s condensed consolidated financial statements as discussed above.
Upon the Reorganization, NIQ Global Intelligence plc will present a warrant liability of $255.1 million in its consolidated financial statements. NIQ Global Intelligence plc will remeasure the liability to fair value each reporting period based on the Black-Scholes option pricing model. Pursuant to its terms, the warrant converted to represent the right to subscribe for up to 17,725,122 ordinary shares of NIQ Global Intelligence plc with an exercise price of $16.93 per ordinary share.
Aside from the establishment of the warrant liability, the Company has assessed the impact to the consolidated financial statements of NIQ Global Intelligence plc as a result of the Reorganization to be immaterial.
Initial Public Offering
On July 24, 2025, NIQ Global Intelligence plc completed its IPO, in which NIQ Global Intelligence plc sold 50,000,000 ordinary shares at the initial public offering price of $21.00 per share. NIQ Global Intelligence plc received aggregate net proceeds of $985.1 million after deducting underwriting discounts and commissions and estimated offering expenses payable by NIQ Global Intelligence plc. The aggregate net proceeds were used to repay (i) the outstanding borrowings under the Revolver of approximately $533.4 million, (ii) the outstanding borrowings under the 2021 CAD Term Loan in the amount of C$122.6 million (approximately $89.0 million USD), (iii) a portion of the borrowings under the EUR Term Loan in the amount of €255.0 million (approximately $298.4 million USD, including accrued interest of $2.8 million USD) and (iv) accrued interest on the USD Term Loan of $5.7 million, as further discussed below. The Company also reclassed approximately $20.3 million of deferred offering from prepaid expenses and other current assets to paid-in capital.
During the third quarter of 2025, the Company recognized a cumulative expense of approximately $43.2 million for share-based compensation as a result of the accelerated and incremental vesting of the Incentive Awards and RSUs under the 2021 Plan, as triggered by the IPO. This amount also included expense related to the accelerated vesting of the phantom awards, which are cash-settled awards that were granted by Advent to certain NIQ employees upon the Advent Acquisition. The Company recognized a liability of approximately $23.5 million for the remaining phantom awards, which may be cash-settled upon the second anniversary of the IPO. The Company will remeasure the liability to fair value each reporting period until settlement.
In connection with the IPO, the Board of Directors adopted the NIQ Global Intelligence plc 2025 Equity Incentive Plan (the “2025 Plan”).
Debt Refinancing
Revolver & Term Loan Refinancing
On July 11, 2025, the Credit Agreement was amended, subject to the closing of the IPO, to, among other things, (i) increase the aggregate principal amount of the Revolver to $750.0 million, (ii) extend the maturity date with respect to Revolver to July 30, 2030; provided that if by a date no later than the Modified Maturity Date (as defined below), any term loans borrowed under the Credit Agreement with an aggregate principal amount in excess of $1.0 billion are outstanding and the maturity date applicable to such term loans is earlier than the date that is 90 days after July 30, 2030 (the “Trigger Maturity Date”), such maturity date shall be the date that is 91 days prior to the Trigger Maturity Date (the “Modified Maturity Date”), (iii) reduce the interest rate spread with respect to the revolving facility to a spread of 225 to 275 basis points dependent on certain ratio levels and (iv) reduce the commitment fee rate with respect to the revolving facility to 25 to 37.5 basis points dependent on certain ratio levels. During the third quarter of 2025, the Company anticipates recording a loss of approximately $1.4 million in nonoperating income (expense), net, related to the write-off of unamortized debt discount and issuance costs associated with this amendment.
On August 12, 2025, the Credit Agreement was amended to, among other things, (a) refinance and replace the existing USD Term Loan with a new USD term loan facility with a reduced interest rate spread of 225 to 250 basis points dependent on certain ratio levels, (b) refinance and replace the existing EUR Term Loan with a new EUR term loan facility with a reduced interest rate spread of 275 to 300 basis points dependent on certain ratio levels, (c) extend the maturity date with respect to the USD and EUR term loan facilities to October 31, 2030 and (d) reduce the interest rate spread with respect to the Revolver to a spread of 175 to 225 basis points dependent on certain ratio levels. The impact of this amendment will be evaluated and recorded in the third quarter of 2025.
Acquisition of M-Trix
On July 10, 2025, the Company entered into a definitive agreement to acquire 100% of the share capital of M-TRIX Tecnologia e Servicos de Marketing S.A. (“M-Trix”), a data intelligence and market analytics company based in Brazil. The transaction closed on August 1, 2025 for total cash consideration of approximately BRL340.0 million (equivalent to approximately $61.4 million USD), subject to customary purchase price adjustments, of which only BRL150.0 million (equivalent to approximately $27.1 million USD) was paid upon the closing.
The remaining BRL190.0 million will be paid as follows: (i) BRL60.0 million upon the first anniversary of the closing, (ii) BRL BRL60.0 million upon the second anniversary of the closing, (iii) BRL50.0 million upon the third anniversary of the closing and (iv) BRL20.0 million following the sixth anniversary of the closing, subject to any ongoing claims for which M-Trix is held indemnifiable (the “Holdback Amount”). Only the Holdback Amount will be subject to adjustment by the Interbank Deposit Certificate of Brazil (“CDI”).
In connection with the acquisition of M-Trix, the Company entered into a credit agreement with Banco J.P. Morgan S.A. on July 28, 2025, whereby the Company received BRL150.0 million (equivalent to approximately $27.1 million USD) to finance the transaction (the “BRL Loan”). The BRL Loan is subject to interest at the CDI rate plus a spread of 100 basis points. The Company intends to settle the BRL Loan in the third quarter of 2025.
The acquisition is expected to be accounted for as a business combination.