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Nielsen Holdings PLCÂ (NLSN)
Q3Â 2020 Earnings Call
Nov 5, 2020, 8:00 a.m. ET
Contents:
- Prepared Remarks
- Questions and Answers
- Call Participants
Prepared Remarks:
Operator
Ladies and gentlemen, thank you for standing by, and welcome to the 2020 Nielsen Holdings Third Quarter Results Call and to discuss the sale of Global Connect. [Operator Instructions]
I would now like to hand the conference over to Sara Gubins, Senior Vice President, Investor Relations and Treasury.
Sara Gubins -- Senior Vice President, Investor Relations and Treasury
Good morning, everyone. Thank you for joining us to discuss Nielsen's announced sale of the Connect business and our third quarter 2020 financial performance. I'm joined by our CEO, David Kenny; our CFO, Linda Zukauckas; and the CEO of Connect, David Rawlinson. A slide presentation that we'll use on this call is available under the Events section of our Investor Relations website. Before we begin, I'd like to remind all of you that our remarks and responses to your questions today may contain forward-looking statements, including those relating to the proposed transaction, 2020 guidance and the impact of COVID-19. Forward-looking statements inherently involve risks and uncertainties and only reflect our view as of today, November 2, and we are under no obligation to update. Our actual results in future periods may differ materially from those currently expected because of a number of risks and uncertainties, including those identified in the Risk Factors section of our most recent annual report on Form 10-K as amended and in subsequent reports filed with the SEC, including our third quarter 10-Q that will be filed today, which are available on our website. We assume no obligation to update any forward-looking statements, except as required by law. On today's call, we will also refer to certain non-GAAP financial measures. Reconciliations of these non-GAAP financial measures to the most comparable GAAP measures are available in the earnings press release, which is available at the Investor Relations section of our website at nielsen.com. [Operator Instructions]
And now to start the call, I'd like to turn it over to our CEO, David Kenny.
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Thank you for joining the call today. We have three main topics to cover: first, the sale of our global Connect business to Advent International and Jim Peck; second, our strong third quarter results and updates on our progress. And finally, our updated outlook for 2020. Starting with the sale of Global Connect. Yesterday, we announced the sale of the Global Connect business to Advent International, a highly regarded private equity investor, and their partner, Jim Peck Ventures, for approximately $2.7 billion plus performance-based warrants tied to long-term performance. Before I get into the details of the transaction, I want to make a few comments about Nielsen Connect. Nielsen Connect is a leader in this industry. It has a strong global franchise and a 97-year-old history, providing measurement and analytics to the fast-moving consumer goods and retail industry. Our Connect team has done an incredible job driving its transformation, strengthening its competitive position and improving its financial performance. I want to personally thank each and every colleague on the Global Connect team for their hard work and dedication, especially during this global pandemic. Advent's investment in Connect is great for Connect, its clients and its people. This investment will allow Connect to operate as a privately held company and work with an experienced investor who is keen to invest in the business to accelerate its growth and help Connect achieve its long-term potential. I certainly look forward to seeing Connect's continued success. Now let me turn to the details of the transaction, which was unanimously approved by Nielsen's Board of Directors. The sale price represents a multiple of approximately seven times Connect's trailing 12-month adjusted EBITDA on a stand-alone basis. We expect the transaction to close in the second quarter of 2021, subject to customary closing conditions and regulatory approvals and a Nielsen shareholder vote. We expect the Global Connect segment to be reported as a discontinued operation, starting in the first quarter of 2021.
This transaction is a terrific outcome for Nielsen and our shareholders. The sale of the Global Connect business will deliver substantial value to shareholders, with greater near-term certainty than would have been the case with a spin off. The proceeds will be impacted by debt-like items, other adjustments and taxes. And we plan to use the net proceeds of approximately $2 billion, primarily for debt paid out. This strengthens our Nielsen balance sheet, and it reduces other liabilities on the balance sheet such as pension obligations and equipment leases. It results in net leverage on a pro forma basis at year-end 2020 of approximately four times. That compares to our expected leverage of roughly five times at the time of the spin-off had we gone down that path. We'll have greater financial flexibility to execute on our growth strategy and expand our role in the Global Media marketplace. I look forward to sharing more about our outlook and strategy at a virtual Investor Day coming up on December 9, and I hope you will all join us there. For today, we want to focus on the great progress we made in the third quarter and our outlook for the rest of the year. So let's now turn to the results. In the third quarter, we had a strong performance, with all key metrics in line or ahead of expectations. We are building a consistent track record of successful execution. Our revenues declined 3% in constant currency, which was in line with our expectations. What I would say is we have a strong and resilient business model with high client retention rates and 70% recurring revenue providing visibility in a dynamic and COVID-influenced environment. Our adjusted EBITDA grew 6.1% year-over-year, which is the highest growth rate of that metric since the second quarter of 2016, with significant margin expansion higher than we expected. Free cash flow was also above our expectations. These results reflect decisive actions and discipline, which permanently changes the way Nielsen operates. We are prioritizing research allocation for our faster growth opportunities, and we're zero-basing our cost structure and our capital expenditures.
We have made good progress on the optimization plan announced in July, and this is expediting our transformation to a more efficient, agile, platform-based organization. Notably, we exited several smaller international markets in the third quarter, and we continued to tightly manage headcount. Our teams have worked incredibly hard and adapted so well in what is still a challenging environment in order to deliver these results, and I'm truly appreciative of my colleagues' efforts. Following another strong quarter, we have refined our 2020 guidance. We raised our target ranges for adjusted EBITDA, adjusted EBITDA margin and free cash flow, and we tightened the adjusted EPS range. I'm confident in our ability to deliver on our 2020 goals. That said, we are monitoring the COVID pandemic very closely. It is, as you know, a fluid situation, especially for a global organization, and the health and safety of our employees continues to be our first priority. But we've also shown a proven ability to adapt and execute in a dynamic market, and we are well positioned across a range of scenarios. I'll now turn the call over to Linda to review the financials.
And then I'll come back to review highlights and progress in both Media and Connect.
Linda Zukauckas -- Chief Financial Officer
Thank you, David, and good morning, everyone. As David highlighted, we continued to execute against our plans in this unprecedented time. Overall, Q3 results were better than our forecast, including greater margin expansion and higher free cash flow than expected. And this comes in spite of continuing top line pressures related to COVID. I'll start with slide eight to review the third quarter results. COVID continued to put pressure on top line revenue, though at a lesser pace than in Q2. Overall revenue declined 3.3%, which includes an FX drag of 30 basis points. Constant currency revenue declined 3%, or 3.8% organic, in line with our expectations. Adjusted EBITDA was ahead of our expectations of 277 basis points constant currency, driven by disciplined cost management, including temporary COVID-related cost takeout and permanent savings from the optimization plan we announced in July. Our adjusted EBITDA margin of 32.1% was the highest third quarter margin in Nielsen's recent history. Our Q3 revenue was down $53 million year-over-year, while adjusted EBITDA was up $25 million. Adjusted EPS was $0.43 compared to $0.51 in the third quarter of 2019. Higher adjusted EBITDA year-over-year was more than offset by higher taxes and depreciation and amortization. Free cash flow of $336 million was above our expectations and was up from $301 million in the prior year. These results exclude $32 million of separation-related cash payments in the quarter. Key drivers of the year-over-year improvement include higher EBITDA and lower cash taxes, partially offset by higher restructuring. Cash collections remain solid. Let me update you on the optimization plan. In July, we announced the plan to drive $250 million of annual run rate permanent cost savings in the second half of 2020 and beyond, and we began to generate savings from this plan in the third quarter. On top of the $84 million restructuring charge we took in Q2, we incurred $50 million in restructuring charges in the third quarter.
We expect the charge in the fourth quarter to be more modest. We've begun executing on the business transformation efforts and remain on track to realize about half of the savings in 2020. We've also begun to exit certain markets and businesses. Our organic revenue growth adjusts for the impact of exits, which was relatively small during the quarter. Before I turn to the segment results, I also note that we were active in the debt markets during the third quarter. We issued $1.75 billion in unsecured bonds maturing in eight to 10 years and refinanced $240 million of Euro senior secured term loans during the quarter. In October, we used the value of proceeds to partially redeem 2021 and 2022 bond. We now expect net leverage to be 4.1 times at the end of 2020, down from our prior expectations of 4.3 times due to stronger free cash flow than previously expected. Turning to slide nine. I'll review the segment results, starting with Media on the left. Q3 revenue was $836 million, down 4.2% constant currency or down 3.4% organic, generally in line with our expectations. COVID continued to impact Media revenues, though this lessened somewhat compared to Q2. Audience Measurement revenues declined 1.6% constant currency and 1.1% organic, which is adjusted for the Q3 sale of the social business and market exits. We saw ongoing pressure in local television and continued COVID-driven pressure in sports and ad hoc products. Plan/optimize revenue declined 10.8% constant currency, with organic revenue slightly stronger, down 9%, which adjusts for the Q4 '19 divestiture of our music business. COVID continued to impact sports, Gracenote Auto and short-cycle revenue. Though revenue decline, Media's adjusted EBITDA was up 2.6% constant currency to $392 million. Margins of 46.9% were up 313 basis points in constant currency. As you can see, the temporary cost actions we put in place in the first quarter and the benefit of the permanent optimization plan savings are driving margins expansion.
Shifting to Connect on the right side of the page. Q3 revenue was $727 million, down 1.6% constant currency, with organic revenue down 4.3%, which adjusts for the impact of Precima, the loyalty analytics provider we acquired in January 2020 and the impacts of Q3 market exits. This is a significant improvement from 10.2% organic revenue decline in Q2. The 4.3% organic decline includes a 1.4% decline in developed markets and a 9.3% decline in the emerging markets. Measure revenues declined 0.6% constant currency, reflecting some continued, but lessening impact of COVID. Predict/Activate revenue declined 4.2% constant currency, with organic revenue down 13.6%, which adjusts for the Precima acquisition. COVID pressures continue to impact our businesses where work is conducted face-to-face and in-store, but to a lesser extent than in the second quarter. Similar to Media, Connect has impressive margin expansion. Margins of 17.1% were up 285 basis points constant currency, and adjusted EBITDA was up 18.1% constant currency to $124 million. Revenue pressures from COVID were more than offset by both the temporary cost actions we put in place late in the first quarter and the benefit of the optimization plan. Overall, this quarter demonstrated solid performance, with a clear focus on driving permanent cost efficiencies. Turning to slide 11. I'll discuss our 2020 outlook. We are updating our 2020 guidance, maintaining revenue, raising adjusted EBITDA and margin guidance, tightening adjusted EPS and raising free cash flow guidance. Our guidance includes total company constant currency revenue decline of 4% to 2%. This continues to include a decline of 3% to 2% for Media. As we look at the fourth quarter, we continue to expect ongoing impacts from COVID, largely due to a slower return of sports, auto and ad hoc analytics. For the businesses we plan to exit, we are also seeing slowing revenue trends. In Connect, we continue to forecast a decline of 4% to 2% for the year. We currently expect a lessening COVID impact in Q4 as some markets open and demand improved, but uncertainty remains in the global environment.
Last quarter, we talked about the impact of exits being about 50 basis points to revenue in 2020 and an additional 150 basis points in 2021. The timing of a few exits has shifted closer to year-end, and so this relationship is now looking closer to 25 basis points in 2020 and 175 basis points in 2021. Including exits, our revenue forecast includes approximately 80 basis points of net benefit from acquisitions and divestitures completed in the last 12 months. We are raising our adjusted EBITDA guidance to a range of $1.850 billion to $1.880 billion, and tightening our EBITDA margin guidance range by 50 basis points to 29.5% to 30%, given solid EBITDA performance in the third quarter and permanent cost takeout. Our optimization plan will have an even greater impact in the fourth quarter and we forecast strong year-over-year margin expansion in both Media and Connect. In spite of revenue declines, we expect to drive strong EBITDA growth in the fourth quarter. We're also raising the low end of our adjusted EPS guidance by $0.04, and the range is now $1.54 to $1.62. This reflects higher EBITDA, partially offset by higher depreciation and amortization, driven by the timing of capabilities coming into the market and the acceleration of depreciation and amortization related to certain exits. We are increasing our free cash flow range to $530 million to $550 million. This implies a year-over-year decline in the fourth quarter. While we expect adjusted EBITDA growth, we are also incorporating higher restructuring payments and a working capital drag on a challenging comparison from Q4 '19 and an expectation of lower collections. As a reminder, adjusted EBITDA, adjusted EPS and free cash flow guidance ranges do not include the impact of onetime separation-related costs or any incremental costs of beginning to operate as two separate companies. We remain diligent in managing separation-related expenditures. These cash costs are $56 million year-to-date and will increase as we approach separation. We now forecast $175 million to $225 million in cash separation-related costs in 2020.
This is down from our prior estimate of $275 million to $300 million, and we expect roughly another $75 million to $125 million in 2021, depending on the timing of costs in 2020. To wrap up, we remain confident in the full year and believe our outlook evidences the effective way in which we have managed the business in this uncertain environment. Of note, the midpoint of our updated adjusted EBITDA guidance is only $5 million lower than the pre-COVID guidance that we gave back in February. And the midpoint of our updated free cash flow guidance is only $15 million lower than the related pre-COVID guidance. And that's after we took on the optimization plan, which drove a direction of $60 million more in restructuring costs than we had originally planned. We continue to closely monitor the impact of the pandemic, but this year has reinforced our ability to adapt and take rapid and decisive actions to manage our business. I'm very proud of the work the team has done on our optimization plan and on delivering these results. We look forward to updating you on our continued progress as we go forward, including at our December nine Investor Day.
I'll now turn the call back to David Kenny for a business update on Media and Connect.
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Thanks, Linda. Let me start with the Media segment. Nielsen has an essential role in the rapidly changing Global Media ecosystem. To remind you, approximately 80% of Media's revenue is contracted, and we have a high client retention rate. Clients also continue to renew in this environment. While the Media industry has seen unprecedented change and growth in the past few years, audience behavior trends have been drastically accelerated by the stay-at-home reaction to the pandemic around the world. The amount of disruption and innovation that we have experienced in the past few months would normally happen over the course of a few years. Understanding these changes creates an even greater need by our clients for Nielsen's measurement and analytics. In Audience Measurement, as media fragmentation continues and streaming through connected devices surges, the industry is increasingly demanding a currency grade solution that provides media buyers and Media sellers holistic cross-media metrics. Cross-media measurement is Nielsen's north star, unifying linear TV, advanced TV and digital solutions to provide clients with a clear understanding of their total de-duplicated audience. We are collaborating closely with the industry to build alignment between Media Buyers and sellers, and we are seeing strong demand from our key industry players. During the third quarter, we made big progress in currency quality measurement of Connected TV. Specifically, we are expanding our Connected TV footprint to include YouTube and YouTube TV in the first half of 2021 for upfront, that's built on our existing coverage, including Roku, Hulu, Amazon and others. We further rolled out the streaming meter, which is now installed in roughly 5,500 households, and we are tracking to be in roughly 10,000 households over the next two to three months. These advances in our product road map and our panel footprint mark important steps to deliver true de-duplicated cross-media ad and content measurement and comparability between Connected TV and linear TV.
Comparable, resilience and full coverage measurement is underpinned by the Nielsen ID, which allows us to validate big data with panel research from real people, and we've made great progress on improving the efficacy of our methodology. The Nielsen Audience ID fosters more resilience in measurement by diversifying third-party data sources, reducing our dependence on unreliable digital identifiers and ensuring comparability across platforms. The Nielsen Audience ID will be bolstered by our alignment with the Unified ID 2.0, which is an open source ID led by the Trade Desk, operating across advertising channels. This creates a stronger environment for precision and measurement in a way that puts the consumer in control, protects our privacy and drives innovation through an open source platform. In Plan/Optimize, we are fundamentally enabling content discovery and predicting measurement outcomes, both are essential in the changing media landscape. There has been an explosion of content and consumer spend on content is increasing, which is creating greater demand for discovery and improving the consumer experience across both SVOD and AVOD platforms. Content discovery is key in this environment, and that's where Gracenote makes a difference. Gracenote is already the worldwide leader in metadata, and we are building on our global leadership position with the world's most popular distribution platforms as evidenced by our recent international wins with both Samsung and Liberty Global. Content discovery is underpinned for our distribution clients by the Gracenote ID, which is a unique identifier that enables standardization and settlement throughout the value chain. This is extremely powerful for any content owner on the planet. And our aspiration is to get the Gracenote ID tagged to every single piece of professional content. On top of measurement, marketers need to understand and predict outcomes as they look to optimize the effectiveness of their marketing spend. We're focused on addressing marketing needs across all advertising categories, not just consumer packaged goods, which has historically been a bigger focus.
To that end, in September, we launched Nielsen Compass, which is a norms database designed to establish syndicated standards for campaign outcome measurement across platforms. This is important to launch because it covers 100 categories in 50 countries. I would also note that Media is an increasingly global industry, which creates more growth opportunities for Nielsen. Every market around the world is aiming for the same cross-media vision, and Nielsen has the most resilient and comparable solution. Content discovery is essential as streaming platforms expand worldwide. And outcomes products like Nielsen Compass are needed around the globe as marketers must find more efficiency during and after this global pandemic. To sum up, in Nielsen, the audience is everything. And the audience's behavior is changing rapidly. We are executing well on our go-forward digital strategies and keeping pace with industry change. Our investments in key initiatives, such as Connected TV measurement are driving client wins with leading players across the Media ecosystem. And we are underpinning our measurement with the Nielsen Audience ID to ensure resilience and flexibility. Gracenote is becoming the global metadata standard, which is critical for the best streaming experience. And our outcomes business is expanding both categories and geographies, with solutions like Nielsen Compass. Nielsen is well positioned to drive accelerated revenue growth, attractive margins and growing free cash flow in the Media business. I can't wait to share more details with you at Investor Day on December 9. Let me turn to Connect. I want to again thank Connect's truly talented associates worldwide for their commitment and invaluable partnership. All of the terrific work done by so many to position Connect as a stand-alone company will allow us to execute a smooth transaction with Advent and Jim Peck.
Before getting into the third quarter details, I would like the leader of that work, David Rawlinson, to say a few words.
David Rawlinson -- Chief Executive Officer of Nielsen Global Connect
Thank you, David. I couldn't be more proud of the work our Connect colleagues have done this year. They started the year focused on the spend, immediately pivoted to stabilize the business during the pandemic, and we are now very pleased with the operating results we are sharing today. We are excited about the trajectory, including strong EBITDA growth and significant margin expansion in the third quarter and continued strong sequential revenue growth and EBITDA growth in the fourth quarter. E-commerce is driving major changes in the retailer and CPG ecosystem, and it provides an opportunity for Connect to play an even larger role in the future. Partnering with Advent and Jim Peck allows us to substantially accelerate this new momentum and build upon our industry-leading position. Advent's investments serves as a validation of our promise, our people, our technology, our reputation and our ability to grow. We have a bright future ahead, and it's been made possible by the dedication and talent of our associates around the world.
Let me turn it back to David Kenny.
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Connect's progress and strong execution is evidenced by its strong third quarter results despite ongoing challenges due to COVID. Revenue performance sequentially improved from the second quarter, with resiliency in core measurement despite of the challenges. This reflects Connect's essential role in the Global CPG and retail industry. Importantly, Connect delivered significant EBITDA growth and margin expansion due to cost discipline and the execution of the optimization plan, which would set the cost structure of the business, positioning Connect well to drive greater profitability and cash flow over time. On the measure side, connect has strong momentum in its key initiatives, which includes accelerating the deployment of the Nielsen Connect platform. Nestle Purina, Bacardi, Brown-Forman and Jack Blanks and others are now using Nielsen Connect as a system of record. In e-commerce, which has become increasingly important during the pandemic, new client wins with one of the world's largest retailers and a competitive win back of a large online direct-to-consumer brand are testaments to the value of Connect's market-leading e-commerce solutions. In Predict/Activate, there was a greater impact from COVID, given that more of the portfolio is tied to ad hoc revenue, and demand for custom insights is increasing. I would also say that clients are increasing their spend in areas such as innovation, which has been moved a 100% to online research and assortment as clients look to optimize their supply chain during the pandemic. These are just a few examples that highlight the essential nature of Connect's data and analytics, particularly as clients navigate through the global pandemic. Also, last week, Connect held its Virtual Consumer 360 client event. They had record global turnout with more than 3,000 clients and industry leaders attending from over 90 countries. Our Connect leaders were able to demonstrate to this large crowd firsthand how the net Nielsen Connect technology platform, powered by the most comprehensive data sets, is driving insights to empower decision-making and help Connect clients grow. This is an exciting time for Nielsen Global Connect and its clients.
With that, let me turn the call back to Sara for Q&A.
Sara Gubins -- Senior Vice President, Investor Relations and Treasury
Thanks, David. With that, let's turn to Q&A. Operator, can you open up the line, please?
Questions and Answers:
Operator
[Operator Instructions] Our first question comes from Andrew Steinerman from JPMorgan. Please go ahead.
Andrew Steinerman -- JPMorgan -- Analyst
Hi. Good morning. I remember one of the stated goals around the strategic review, which you faced up last year was a free cash flow conversion goal. I remember a figure that was kind of toward 50% over time. I just haven't heard much about a figure on free cash flow conversion for a while. And so I want to know with the sale of Connect, does that goal still stand? And does it make it easier for Nielsen Media on a stand-alone basis to reach that goal in the future?
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Well, Andrew, it still is a goal. I'm going to let Linda answer it because she's done a lot of modeling on this, but we are very committed to that. Linda?
Linda Zukauckas -- Chief Financial Officer
Yes. Hi, Andrew, good to hear from you this morning. We -- as David said, we are still very much committed to the 50% goal. And you're right, that was for the overall company, but no change. We'll give you a little bit more insight into this at our media Investor Day. But certainly, on a HoldCo basis, the 50% is achievable. And the way we think about it from a media perspective is also very achievable, given the higher cash flow profile of the media business. But we also think of it as giving us greater flexibility from an investment perspective, be it in a strategic investment and the like. We are, however, moderating our capex all the same time. This year, of course, restructuring was at an elevated level due to our optimization plan. So just quite a few moving parts, and we'll give you more details on that at Investor Day, but still highly committed to that and also committed to moderating capex.
Operator
Our next question comes from Toni Kaplan from Morgan Stanley. Please go ahead.
Toni Kaplan -- Morgan Stanley -- Analyst
Thanks very much. Plan/Optimize growth improved, but maybe not as much as I was expecting. And you mentioned sports, Gracenote Auto and short-cycle revenue. Just could you give us some additional examples of what clients have been pulling back on, and whether you saw improvement as the quarter went on and into October, and when you're expecting to see a recovery there? Thank you.
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Yes. Thank you for the question, Toni. So certainly, sports has continued to be lower on a worldwide basis, while some sports came back, not at the same level, so that is there. And I would say the auto production is still not made up some of the deficit they had for Gracenote. So those are two very clear COVID examples. More broadly, I think when folks are doing analytics, a lot of it's that's by advertisers and it's by industry. So the industries that are off, like travel, of course, are not spending the industries that are still quite active, like packaged goods and supermarkets and products in tech are active. So I would say it reflects the general economy. I don't want to sit here and predict today when COVID is going to come to an end and when the economy is going to recover. But we're certainly continuing to see progress sequentially as folks are adjusting their business model to this new and somewhat extended reality.
Operator
Our next question comes from Todd Juenger from Sanford Bernstein. Please go ahead.
Todd Juenger -- Sanford Bernstein -- Analyst
Hi. Thank you. Good morning, everybody. David, I was hoping if you don't mind, I'd love to hear what's in your head these days about the continued growth of non-advertising supported video services? And I guess, if I could frame the question both sort of shorter term and longer term. So like shorter term, with your existing clients like the Disneys and the Viacom CBSes, I wonder how the growth of their own services, especially the non-advertising ones, affects your overall relationship with them, and how you help them. And then also the independent services, like the Netflixes or the Amazons and how that affects your business, either with them or with others in the industry, that would be great. And then longer term, just your thoughts, if more and more viewing goes to non-advertising supported, what does that mean for Nielsen's role in measuring what used to be mostly advertising? And how do you think that affects your business over time? Thanks.
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Well, there's a lot to that question, Todd, but let me do my best to answer. First of all, in Nielsen, the audience is everything. And what we are committed to is measuring the audience on a comparable basis and resilient across all these models. And we've made a lot of progress measuring content, not just ad, but measuring content, whether people are watching that on an SVOD platform or on an ad sponsored platform. And I think that's been very helpful to get a full view of the audience. And when folks subscribe to us, they subscribe for a number of purposes, not just monetizing through advertising. I think in the -- before I got here, we were doing these in parallel, a lot of the progress we've made, including in Q3 to get to the Nielsen Audience ID, which is to get to one ID that covered everything so that you can do this across the whole audience on a comparable and de-duplicated basis. That's proven very valuable to a number of our historic clients. You mentioned Disney and Viacom CBS. I'd also say NBC is, and FOX is another one. They've all got multiple models. They all want to watch the audience across those models to be able to use that. I'd also say when you're distributing content, whether you're distributing into your own AVOD model or you're distributing to somebody else's SVOD model, it does help that we can track the content everywhere. That is led by Gracenote because the metadata goes with that content. But our Audience Measurement also helps to understand where it was viewed. So I think we're going to play a really important role in both. And I think that the monetization models will evolve for content. I think advertising is also evolving to include things like addressable, and we are very committed to making huge progress in making sure the full audience is in the same measurement for the same ability to create currencies. So it's a -- we're not tied to a specific revenue stream, and our clients were tied to their overall success. And as they evolve, they're using us in new and different ways.
Operator
Our next question comes from George Tong from Goldman Sachs. Please go ahead.
George Tong -- Goldman Sachs -- Analyst
All right. Thanks. Good morning. You discussed receiving $2 billion in net proceeds from the sale of net and having net leverage of four times EBITDA at year-end. Can you discuss assumptions of how much debt will be transferred with the Connect sale, and what share costs may have to be replicated, that's included in that target net leverage figure?
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Yes. Linda, why don't you take this one?
Linda Zukauckas -- Chief Financial Officer
Yes, so I'll take it. You should think about the $2.7 billion as an enterprise value. And therefore, to get to a debt-free transaction, there's a fair number of adjustments. So let me first provide a little bit of clarity around that. The Connect business has been established for decades, and it has a footprint in nearly 100 markets. And so this makes for a fairly complex transaction when you think about the debt-like items that are on some 150 legal entity balance sheets. So why don't I first give you a high level walk of that gross purchase price in relation to what we are estimating as the net proceeds in the $2 billion range. So the adjustments are across a range of different areas. Some of the more significant ones relate to pension and retirement plan costs. And of course, those are more established. Those retirement plans are -- tend to be more established outside of the U.S. And the Connect business, again, is a very global business. You heard David mention equipment lease obligations. This is mostly for data center servers. And then there's still restructuring liabilities associated with our optimization plan that we do expect there to be some amount on the balance sheet at closing that we have included as an adjustment for debt-like items to arrive at the net proceeds number. And there's quite a few other individually small debt-like items across the various entities, but they do add up even though individually, they're smaller. And then of course, there's taxes.
And this is a very large global complicated transaction, with a mix of equity sales and asset sales. And so, as we're thinking about it right now and more work to be done vis-a-vis the transaction structure and our basis in the various entities. But we're thinking of taxes in -- being in the roughly 5% range, but again, still some more work to be done there. And then we're also leaving minimum levels of cash in the Connect business in excess of a $100 million. And we think that's important for business continuity at the transition. And then there is an adjustment also for a higher level of working capital, just with the way the business is growing. Several months until we close. So we will provide more transparency and continue to refine our estimates. As far as it relates to debt, the debt rates will be done separately by the purchaser. So there's really no assignment of debt in that. And instead, you can think about the $2 billion in that proceeds that I just walked you through as being available for deleveraging from a Media perspective. So I think that probably helps provide some clarity. Not exactly the question you asked, but I think it hits up the question that you asked.
Operator
Our next question comes from the Tim Nollen from Macquarie. Please go ahead.
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Hello Hi, Tim.
Tim Nollen -- Macquarie -- Analyst
Hi. Sorry, I didn't -- didn't [Indecipherable]. Can I throw a I guess a softball question at you, David. But it's got a great component to it. Is Nielsen's role in media measurement more or less important now? And I mean, I know what you're going to say, but it's a much more complicated landscape. So I can imagine there's much greater need for your services. However, there's a lot of other ways to measure media now that didn't used to exist. And one of those is this common identifier, which you referred to. I wonder if you could, in the scope of the question and answer, sort of what isn't the Nielsen ID? How does that relate to the Unified ID 2.0? Because I see that as kind of a common attribution tool across the industry. So just a little confused about how important you are versus how much new competition you face, if that makes sense.
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Yes, of course. And listen, let me go a little bit deeper on that. There's a big difference between measurement and targeting. And measurement, which is used by the sellers to manage yield. So in order -- you have to measure everything so that if they put some inventory into addressable, and they have some inventory on other platforms, and some inventory on their own platforms, they need to be able to manage all of that to optimize their revenue and profits, and that takes a single metric. And similarly, the buyers, as they're trying to put value on an ad or an ad buy, need to be able -- even if they bought on an addressable basis, they need to be able to add up to 100% to make sure they understand what percentage of that audience they reach. So this need for common measurements is pretty essential, and it's harder to do. So on the measurement side, I would say the progress we made with the Nielsen ID is to get to one identifier of a person or a segment, whether it's a broadcast signal, a Connected TV signal, a web signal, a mobile phone signal. So connecting all of that -- or collecting all that in one methodology has been key. And we did a lot of work to make that happen with a lot of data sources. And while the data was really precious to a number of our clients, they share it with us for the purpose of measurement as long as we're not in targeting. And so a lot of what you mentioned, and other ID platforms is around targeting.
And what we want to do is make it possible to reconcile. I target it here, I reach this audience, how does this relate to the total. And so one of the important moves we made was the partnership that we announced this morning, we have been working on for the last quarter with the Trade Desk and all the other members in that open source consortium around Unified ID. And so just as other players who have participated with Unified ID are improving their own ID platforms, we'll improve our own with what we get back from the open source and will also help make that identifier work because we love it, it's privacy friendly, by contributing our methodology and ID to that as well. So I think it's going to be essential. To get to our ID, there's still really important data science, proprietary data science than across all the data we bring in from a lot of sources. And panel still plays a really vital role to validate all that with real households that we've actually met to make sure that there isn't -- in measurement, we can't afford any risk of a false positive or a digital identifier that couldn't be verified. Folks like the MRC have a really important role to audit us. And so all that adds up, I think, to a really robust, resilient, auditable de-duplicated measurement. And I think the industry needs it more than ever. And I do not believe anybody else could do that as effectively as Nielsen, given that we're building up such a strong base. So while other folks are finding new targeting methodologies, I don't think anybody else has really correct measurement the way we have. And it's been a big step forward even for us because we were doing this in silos, and now we're bringing it together under one ID.
On the targeting side, which is part of the Plan/Optimize, we also have, I think, a really important role to play in attribution by connecting those two. But I think increasingly, and we're doing that in a partnership way with our Connect colleagues, with CPG, with other data sources for auto and financial services, it's part of why Compass was important to look at 100 different categories to be able to put attribution on top of it. But that's always going to be in partnership with other folks who are also doing targeting but need third-party validation of their attribution. So that's where we're going. And I think, yes, I do think it's more vital than ever to be able to get that right. Lastly, what I'd say on being essential, content is increasingly important. The consumer has a lot of ways to discover content. And I think Gracenote is a second important leg after Audience Measurement of our platform, and that continues to scale and is clearly already the metadata leader around the world. And the deals we keep signing just continue to establish that standard, which I think will be a second important standard beyond Audience Measurement.
Tim Nollen -- Macquarie -- Analyst
Thanks.
Operator
Our next question comes from Ashish Sabadra from Deutsche Bank. Please go ahead.
Ashish Sabadra -- Deutsche Bank -- Analyst
Thanks for taking my question. Maybe if you can just ask a follow-up question on this Connect sale. I believe you mentioned performance-based warrants, if you can provide any color on those warrants. And then maybe just for my main question, we saw a pretty significant margin expansion in the third quarter, and the guidance implies a pretty big step-up in the fourth quarter as well. And you talked about a lot of the good initiatives. But I was also wondering if there is any one time benefit from COVID, such as lower T&E or push out of any investments that's also helping the margin. Thanks.
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Perfect. I'll take the first question. Linda can take the second. So on the warrants, listen, I view the warrants as a sweetener. It has value if the deal is a tremendous success for Advent and clearly are intending that. And we're just happy to have that potential upside down the road. I wouldn't put any specific value on it today, but I think it's a nice sweetener given the tremendous potential of the Connect business. And Advent certainly has big plans for it. So Linda, on the margin side?
Linda Zukauckas -- Chief Financial Officer
Yes, you're right. Glad to see that you've already analyzed that. We are expecting nice margin expansion once again in Q4. And it's really twofold. The temporary cost that you referenced, as well as the permanent cost takeout, which really took hold in Q3. And so we will enjoy the benefit of both those temporary cost reductions and the permanent cost reductions as we move into Q4. Recall that we've talked about this temporary cost take-out as being in the $200 million range in the past. And many of those temporary costs are still out. As we see relief from COVID, and revenue return, then those costs to the extent their variable costs will return as well. And so they're starting to come back, but it will be some time before they completely come back. And then some of the costs, travel and entertainment, of course, will remain suppressed, I think until we get a vaccine. But I think what you're seeing really in Q3 and Q4 is the permanent cost take-out on top of the temporary cost take out. And from a permanent cost perspective, we -- the optimization plan is a $250 million net benefit to EBITDA before investments. And we've made tremendous progress in 2020 on that, achieving about half of the target cost takeout. We're very much on track for the other half as well. And the teams have really executed incredibly well on this. And as we said, it really does show an evolving culture of the company, becoming more efficient, more disciplined and really prioritizing our investments toward our key growth initiatives and rationalizing our broader portfolio. And you saw that in our decision to exit some of the smaller markets and smaller businesses. And we'll give you a little bit more of our view from a margin perspective on a forward-looking basis at our Investor Day in December.
Operator
Our next question comes from Manav Patnaik from Barclays. Please go ahead.
Manav Patnaik -- Barclays -- Analyst
Thank you. Good morning. I just wanted to ask you, in terms of the capabilities you have at hand versus the ultimate measurement goal you guys are trying to get to. Is it more just a question of a lot of the partnerships that you've signed up? Or is M&A an important part of this plan as well, but you're restricted with the debt levels? I just wanted a little flavor of how much do you think you already have versus what maybe you need to go out and acquire to speed things up here.
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Yes. Thank you, Manav. I appreciate the question. I feel pretty good about our hand. We've made a lot of progress by consolidating a number of parallel efforts into an integrated platform-based approach. And that's the way I think we've been able to move faster, get to 5,500 streaming meters on our way to 10,000 in the next two to three months, it's the way we've been able to develop Nielsen ID, and quite honestly, the way we've been able to structure better data deals with MVPDs and others. So I think we're on a very good road. And doing that, as Linda just said, with less capital. So it's a win-win. I'm always going to look at whether there is small M&A that has a specific function that we're developing and could get there faster. So we have a few things on the radar. But unlike, I think, some of the history here, I really only want to acquire capability into the strategy we have. We're not trying to go into adjacent businesses. We want to win in the businesses we're in. But if there are places that we could accelerate Gracenote or accelerate the outcomes business or even accelerate Audience Measurement, we certainly look at it. Yes, I do think that we are better off to have our leverage around four versus what -- it would have been five at the spin. So I do think having a stronger balance sheet is right. We're going to continue to try to de-lever that. Our target is below that. So our first priority is going to be to strengthen our balance sheet and make Nielsen as resilient as our products. And so I don't take away that there's big M&A on the horizon, but we do have an active look at what's out there. And I do think we've got a little more flexibility given the Connect decision to invest in Media, and we'll do it at the right time if something comes along.
Operator
Our next question comes from Jeff Meuler from Baird. Please go ahead.
Jeff Meuler -- Baird -- Analyst
Yes. Thank you. Good morning. So in the primary motivation to go with the sale instead of a spin that it's a modest deleveraging event, so starting around four versus five. And I ask in the context of, on a net proceeds basis, it looks like less than five times forward EBITDA, and your, I think, downplaying kind of the likely value of the warrants as part of that. So just first, are there -- I'm assuming all of these costs, the debt-like costs that are getting transferred over, would have gotten transferred with the spin, but maybe if you could help kind of frame the decision in the context of what exit multiple is here.
David Kenny -- Chief Executive Officer and Chief Diversity Officer
All right. Listen, I'll take it in two parts with Linda. On the first part, the Board reached a unanimous decision using four criteria. One was valuation, of course, versus predictions. Second was certainty, because this is certain how this would actually have traded as a public company is unknown. And -- but certainly, certainly helped. Leverage is important, and this is substantial deleveraging, which is a big part of it. And lastly, we all have a lot of enthusiasm and commitment to the strategic plan of Connect. And so, we looked at execution risk, and is this easier to execute as a private company versus a public company. So looking at all four criteria, we came -- and I think all four were positive for this deal. We came to the decision as a Board that this was the right thing for us to do for the enterprise. I'm going to let Linda talk a little bit more about your specifics on the debt-like items, and where they belong, and how that would have all affected multiples. So Linda?
Linda Zukauckas -- Chief Financial Officer
Yes. I think probably the simplest way to think about it is some of these debt-like items are relatively large. I'll just use pension obligations as an example. Once -- and of course, pension obligations are sensitive to changes in a number of assumptions, including the interest rate environments that we're in, foreign currency, as well as assumptions that are more personal to the demographics and the pool of the retirees that are covered under the plan. But, directionally, if you're looking at $150 million to $200 million pension obligation to have that transfer across to the purchaser. And a fair point, it also would have transferred in a spin scenario, but that is relieving RemainCo from those obligations. And so that is a nice benefit as we think about the RemainCo side of the business. And we will get relief from an overall strengthening of the balance sheet. So more to come as we refine our forward look on 2021 EBITDA, and how we think about that from a RemainCo perspective and what that might put in for our multiple, but we feel really good about it. And we think net-net, to have these adjustments for debt-lock items really strengthens our balance sheet as it removes those liabilities, and they become obligations of the transfer company.
Operator
Our next question comes from Dan Salmon from BMO Capital Markets. Please go ahead.
Dan Salmon -- BMO Capital Markets -- Analyst
Hey. Great. Good morning, everyone. David, I wanted to follow-up on Unified ID 2.0. You mentioned the broader federation there. It sounds like the other members have some very specific roles to play. Can you expand on those type of details for Nielsen? Is there a specific role? Or is it more about interoperability broadly? And then a high-level question on this. Do you see a difference between Audience Measurement and ID solutions? Or are those the same thing in your mind, or the more in relation or the other? I'd be interested to hear your thoughts on that. Thanks.
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Yes. So first of all, the Trade Desk announced the partnership this morning because it's so important to their vision on Unified ID. So I think if you talk to Jeff Green, and he should speak for himself, there's a very specific role, which is to be -- to bring measurement to the platform. Because as I said, most of the other partners are around targeting. And it's very clear that the industry needs both, and so are taking a lead role here on measurement and getting the measurement aligned with that ID, I think, is going to be really helpful to everyone who uses it, including us and our clients. And conversely, open source also allows us to contribute and get back and continue to make the Nielsen ID as resilient and insightful as possible. So yes, I think there's a really clear role around measurement. So the second thing I'd say in measurement is I don't think ID and measurement are simultaneous. I do think ID is a useful component. It is a component -- the Nielsen ID is the component we use in order to get to a shared metric. So you've got a common view on reaching frequency and other metrics across streaming linear, Connected TV, other connected devices in-home and out-of-home. So as we put all that together, having one idea across all of it is critical. But it's only a component. There's still a lot of data science. There's still a lot of big data that comes in that also helps you improve those measurements. There's still a lot of demography work to make sure we've got the right universe estimate. So it's a component of measurement, but it's not as simple as you could just measure on ID. I think there'll be a lot of mistakes. And we've seen this with other folks who've tried simpler, lighter weight models. They don't hold up. They're not as reliable. You can't use them as currency. You can use it for insights. But we have a bigger obligation here in measurement, and that our measurement is used as currency. And that's why ID is a component but not the total answer.
Operator
Our next question comes from Matthew Thornton from SunTrust. Please go ahead.
Matthew Thornton -- SunTrust -- Analyst
Hey, good morning. Thanks for taking my question. Maybe two more housekeeping-centric ones, if I could. First, Linda, you talked a little bit about the cost rationalization program as well as some of the temporary cost actions. On the Media side, can you just update us kind of where we are on the cost actions, kind of what's in already and kind of where we're going this year and then, ultimately, with that program? And then similarly, kind of what should we be thinking about in terms of what's temporary on the Media side, as we stand today? And then just secondarily, the separation-related costs as it relates to free cash flow, I think you can give us some color on the split this year versus next year, that shift a little bit. But what was the total number previously and current? I'm just trying to update the thinking there.
David Kenny -- Chief Executive Officer and Chief Diversity Officer
All yours, Linda.
Linda Zukauckas -- Chief Financial Officer
Great, thanks. So on the -- first on the optimization plan, $250 million, and it's about half and half Media versus Connect. And it plays out about half in 2020 and half in 2021 for each of the businesses. These are directional, but I think they're pretty good for you to be using as estimates. The overall, it's important to remind you of the temporary cost. which are in the $200 million range. And those are a little more weighted toward Connect, larger just because of their expense base, and then the variable nature of costs associated with some of their businesses. And we're making great progress across all of those, as you see in our margins. We did -- I did mention earlier that some of our exits that pushed out a little bit later, but that doesn't really impact Media, but -- sorry, it doesn't impact EBITDA because they're low-margin businesses. But it does impact the revenue. And so that's why you saw us refine that estimate of what we think the impact will be if we think about revenue more on a like-for-like basis. As we think about the one time separation-related costs, you're right. We did refine that estimate. I'll take you back to earlier in the year, we had an original estimate in the $350 million to $400 million range. And that was for 2020. Now, as we sit here today, we are estimating these caution -- these costs, and these are all cash costs that I'm referring to, to be down in the $175 million to $225 million range in 2020 and about $75 million to $125 million in 2021.
So the top end of the range has come down, and we are definitely managing these costs closely. There has been a little bit of what I've been reading as we've made the announcement. There's a little bit of a point of view on should the separation-related costs be moderating in a sales scenario versus a spin scenario? And I guess, a couple of comments on that. First, we have made really good progress all the way to the point of having physically separated our financial systems as of October first of this year. So tremendous progress and great work already in separating the two companies. I'll take you back when we retime the spin, and we said, instead of being in Q4 that it could -- that we were calling it as being Q1. And I'll remind you, that wasn't necessarily because of the work required for the separation. But it was more because of the approvals required in all the various jurisdictions around the world, which were taking longer because so many government offices were also closed down in the COVID environment. So really good momentum, which is why we are comfortable with our updated estimate for separation-related cash costs for 2020 and the $175 million to $225 million range and for 2021, in the $75 million to $125 million range. And they are not markedly different in a spin versus a sale scenario, largely because of the momentum that we already have in place on the separation.
Operator
Our next question from Jake Williams from Wells Fargo Securities. Please go ahead.
Jake Williams -- Wells Fargo Securities -- Analyst
Good morning, everyone.
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Good morning, Jake.
Jake Williams -- Wells Fargo Securities -- Analyst
Just a quick question on the license data deals that are being set up with Media and Connect. Are there any material revenues or costs we should anticipate from that?
David Kenny -- Chief Executive Officer and Chief Diversity Officer
I don't think so. Linda, do you want to comment, you've got all the specifics. It's pretty small for both companies.
Linda Zukauckas -- Chief Financial Officer
Yes, it is small for both companies. And you are right to point it out because it goes from an intercompany left pocket, right pocket to something that we think of more on an arm's length basis. And in connection with the negotiations on the sale, we came to reasonable terms that we think are in the best long-term interest of both businesses as we move out of what felt like a noncash environment into a cash environment. But they are not big numbers and are not making -- moving the needle too much as we think about the economics of the transaction.
Operator
Our next question comes from Kevin McVeigh from Credit Suisse. Please go ahead.
Kevin McVeigh -- Credit Suisse -- Analyst
Great. Thank you. Hey, I guess, given the improved balance sheet, does that allow you, not only from an M&A but to invest organically more aggressively in the business and the core business as opposed to what the pro forma leverage would have looked like if the business was spun. And again, congratulations on the sale. Jim has been a great leader in the industry.
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Yes. Thank you, Kevin. Listen, I think we've invested a lot already. And so I believe we're going to continue to invest. But as Linda said, we're very committed to doing that in a very focused and efficient way. The optimization plan, having its exit smaller business is really focused on our core in Audience Measurement, Gracenote, and outcomes has really helped us improve our investment portfolio -- I'm sorry, just our investment strategy. So I feel like we're in good shape, and I don't think this kind of creates room to over invest. That said, it does allow us some flexibility, over time, if we see the right M&A or we want to do something. But I think we need to continue to have a high level of discipline on investments in Media. I think we're actually getting better results through focus.
Operator
Our next question comes from Richard Kramer from Arete. Please go ahead.
Richard Kramer -- Arete -- Analyst
Thanks very much. David, there was recently news that Nielsen had asked the MRC to put its digital ad ratings product on hiatus. And I know DAR has been a very long time in development, but this seems like somewhat of a setback. Can you give us the reasons behind this? And whether this is going to have some sort of impact on revenues in 2021, or how you see the future of digital ad ratings since a few years ago, was really presented as central to the company's future. Thanks.
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Yes. Thank you. So as I was talking earlier about where we're going with Audience Measurement and getting to one unified cross-media measurement, we've been on with the MRC on that, so that we can combine things. So DAR was very helpful, but it lived in a vacuum. It relied on identifiers from a single source. And again, while I think it's been very helpful to the market, we believe we can do better by creating one cross-media measurement. So it's migrating so that it all is off the Nielsen Audience ID. And they can take advantage of all the other investments we're making in all the other products. And over time, I think Audience Measurement will be one thing, whether it's a digital signal or a broadcast signal. And so -- and we're laying that out, and we're going to go into greater detail on that at Investor Day to explain it. So this is not in any way walking away from digital ad ratings. It is improving them and making them comparable with all the other ratings we do. And we just needed to make sure the MRC knew where we were going. They play a really important role in auditing this. Nobody else is doing this in quite the same way to have it be transparent and auditable, which we think is important if you're going to trade on it. So this is all just consistent with the strategy we started to lay out last quarter and made a lot of progress on in Q3.
Operator
This concludes the Q&A portion of our call, and I would like to turn it back to David Kenny for closing remarks.
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Hey, thanks, everybody, for joining today, especially since we moved the date only yesterday. I want to start again by thanking my Connect colleagues around the world for your dedication and commitment and for being fun. I've enjoyed working with Connect, and I will miss that after the transaction is closed. But we'll still be good partners. I am very confident that Connect will grow and succeed in partnership with Jim Peck and Advent International. And on the Media side, I hope everybody sees that we're making really solid progress on our product road map to address the evolving needs of an increasingly complex Media landscape. And we shared some of those highlights on today's call, and we look forward to sharing more of them on December Ninth at Virtual Investor Day. I can't wait to see you all there. Thank you.
Operator
[Operator Closing Remarks]
Duration: 73 minutes
Call participants:
Sara Gubins -- Senior Vice President, Investor Relations and Treasury
David Kenny -- Chief Executive Officer and Chief Diversity Officer
Linda Zukauckas -- Chief Financial Officer
David Rawlinson -- Chief Executive Officer of Nielsen Global Connect
Andrew Steinerman -- JPMorgan -- Analyst
Toni Kaplan -- Morgan Stanley -- Analyst
Todd Juenger -- Sanford Bernstein -- Analyst
George Tong -- Goldman Sachs -- Analyst
Tim Nollen -- Macquarie -- Analyst
Ashish Sabadra -- Deutsche Bank -- Analyst
Manav Patnaik -- Barclays -- Analyst
Jeff Meuler -- Baird -- Analyst
Dan Salmon -- BMO Capital Markets -- Analyst
Matthew Thornton -- SunTrust -- Analyst
Jake Williams -- Wells Fargo Securities -- Analyst
Kevin McVeigh -- Credit Suisse -- Analyst
Richard Kramer -- Arete -- Analyst
