RBS Out of Nielsen's $1.6 Billion Stock Offering After Unauthorized E-mail

Nielsen Holdings BV removed RBS Securities from the underwriting group for its planned $1.6 billion initial public offering after unauthorized communications on the stock sale were sent out.

Nielsen, a television audience-rating company owned by KKR & Co. and five other private-equity firms, said an employee at the overseas unit of a “previously named proposed underwriter” for the IPO distributed an unauthorized e-mail to potential institutional investors. Nielsen, which didn’t name the employee or the underwriter, omitted RBS from the list of underwriters in an amended registration statement filed yesterday with the U.S. Securities and Exchange Commission.

Under U.S. securities laws, companies that market their stock to investors before the disclosure documents have been cleared by the SEC can be forced to delay the sale or buy back the shares should they decline in value later. Goldman Sachs withdrew a private sale of Facebook Inc. shares to its U.S. clients earlier this week, citing laws that also ban publicity on unregistered securities offerings.

Ed Dandridge, a spokesman for New York-based Nielsen, and Michael Geller, a spokesman for RBS, both said they had no immediate comment. Stamford, Connecticut-based RBS is a unit of Royal Bank of Scotland Plc in Edinburgh.

According to the documents Nielsen filed yesterday, an employee at the overseas unit of a “previously named proposed underwriter” for the IPO distributed an unauthorized e-mail to potential institutional investors. The person, who wasn’t identified, also posted a debt research note on Nielsen to “select institutional accounts” on a password-protected website, the filing said.

Underwriter Out

“This previously named proposed underwriter will not participate as an underwriter in this offering” or a related sale of convertible debt, Nielsen said in the filing. Nielsen also said investors might have the right to “sue us for damages” if the e-mail and research violate securities laws, adding that the communications were unlikely to result in “any material liability” and that it would contest any claims.

The managers for the sale include JPMorgan Chase & Co., Morgan Stanley and Goldman Sachs Group Inc.

General Motors dropped one of the underwriters for its $23- billion IPO and preferred share offering last November after one of the bank’s employees sent an unauthorized e-mail to potential investors that may have violated securities laws, according to a regulatory filing.

GM didn’t identify the underwriter. UBS AG of Zurich, listed as an underwriter in GM’s preliminary filing on Oct. 28, was the only bank to be omitted from its subsequent filings since the automaker set the sale terms on Nov. 3.

Nielsen disclosed in a Jan. 10 filing it would seek to sell 71.4 million shares for $20 to $22 each, raising as much as $1.57 billion. The market-research firm first filed for the IPO in June.

To contact the reporter on this story: Miles Weiss in Washington at mweiss@bloomberg.net

To contact the editor responsible for this story: Christian Baumgaertel at cbaumgaertel@bloomberg.net.

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