5 Reasons the Nielsen IPO Could Be Voted Down

Iconic TV-measuring company Nielsen Holdings recently announced plans to go public to raise $1.75 billion. While the Dutch company has a solid-gold reputation in its TV-viewer measurement and opinion-polling niches, the way the company's been run in the four years since it went private may make it tough to sell investors.

Nielsen's in such poor shape that just the news that it might go public caused ratings-agency Fitch to say it would contemplate upping the company's credit rating a full grade from its current junk-bond "B" rating. Here are five reasons why Nielsen's IPO might not be a hit with investors, despite the company's dominant market position:

1. Tons of debt. The company owes $8.6 billion, and has debt payments of $647 million a year to service it.
2. Flat revenue. It's stuck at around $4.8 billion.
3. Continued losses. Nielsen has lost money each year it was private, its public filing shows, to the tune of more than $1 billion over the past three years.
4. Changing industry. Nielsen's technology may be overtaken by software measurement systems major clients such as Time Warner (TWX) are devising on their own.
5. Cushy deal for private-equity owners. The filing reveals that over the past three years, Nielsen paid a whopping $34 million in "management fees" to its P-E owners including Kohlberg Kravis Roberts (KKR), Thomas H. Lee Partners (THL) and Blackstone Group (BX). The kicker -- the deal continues after the IPO for eight more years, the life of the contract. It contractually owes them $12 million this year in any case.