Charter Comm. Updates Comscore Stake Filing

TL;DR

Charter Comm. filed an update on their Comscore stake. Watch for details.

AI Summary

Charter Communications, Inc. /MO/ has filed an amendment (SC 13D/A) on July 26, 2024, regarding their holdings in Comscore, Inc. The filing indicates a change in their beneficial ownership, though specific details on the percentage or number of shares are not immediately available in this excerpt. This filing is an update to a previous submission concerning their stake in Comscore.

Why It Matters

This filing signals a potential shift in Charter Communications' investment strategy or relationship with Comscore, which could impact Comscore's stock performance and strategic direction.

Risk Assessment

Risk Level: medium — Changes in major shareholder filings can indicate shifts in control or strategy, potentially impacting the company's future.

Key Players & Entities

• Charter Communications, Inc. /MO/ (company) — Filer
• Comscore, Inc. (company) — Subject Company
• 20240726 (date) — Filing Date

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $32.8 million — ation to pay accrued dividends totaling $32.8 million to such holders for annual dividend per
• $49.438 — enting an effective conversion price of $49.438 per share for the canceled dividend obl
• $100 million — Stockholders Agreement, if an aggregate $100 million of Special Dividends and Annual Dividen
• $100.0 million — ockholders Agreement clarified that the $100.0 million Special Dividend threshold is reduced b
• $32.8 m — pecial Dividend threshold is reduced by $32.8 million, equal to the aggregate liquidati
• $47.0 million — e current Special Dividend threshold is $47.0 million. Under the Original Stockholders Agree

Filing Documents

• tm2420264d1_sc13da.htm (SC 13D/A) — 113KB
• 0001104659-24-083036.txt ( ) — 115KB

Source and Amount

Item 3. Source and Amount of Funds or Other Consideration The information set forth in Item 3 of the Schedule 13D is amended to incorporate, at the end thereof, t he information contained in or incorporated into Item 4 of this Statement.

Purpose of Transaction

Item 4. Purpose of Transaction. The information set forth in

of the Schedule 13D is amended to incorporate the following at the end thereof

Item 4 of the Schedule 13D is amended to incorporate the following at the end thereof: On July 24, 2024 (the “ Issuance Date ”), comScore, Inc. (the “ Company ”) issued 13.3 million additional shares of Series B Convertible Preferred Stock, par value $0.001 (“ Preferred Stock ”) to the existing holders of Preferred Stock (the “ Issuance ”) in exchange for cancellation of the Company’s obligation to pay accrued dividends totaling $32.8 million to such holders for annual dividend periods ended in 2023 and 2024. As of the Issuance Date, the additional shares of Preferred Stock were convertible into approximately 0.7 million shares of the Company's Common Stock, par value $0.001 (“ Common Stock ”), representing an effective conversion price of $49.438 per share for the canceled dividend obligation, a substantial premium to the current trading price of the Common Stock. The additional shares of Preferred Stock have the same terms and conditions as the Preferred Stock previously issued by the Company, including that holders are entitled to cumulative dividends at a rate of 7.5% per annum, payable annually in arrears and subject to increase under certain circumstances. As previously disclosed, this rate was increased in 2023 and 2024 in connection with prior deferrals of the Company’s dividend obligation for such years, resulting in a rate of 9.5% per annum on the deferred dividend balance. Upon issuance of the additional Preferred Stock on July 24, 2024, the dividend rate returned to 7.5% per annum for all outstanding Preferred Stock.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The information set forth in

(a)-(c) of the Schedule 13D is amended and restated as follows

Item 5(a)-(c) of the Schedule 13D is amended and restated as follows: (a) The information contained on the cover pages of this Schedule 13D and the information set forth in Item 4 of this Schedule 13D are incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially own an aggregate of 1,631,889 shares of Common Stock, inclusive of 31,928,301 shares of Preferred Stock which are convertible into 1,603,578 shares of Common Stock, (i.e., convertible on a one-to-one basis (i) as adjusted to reflect the 1-for-20 reverse stock split effected on December 20, 2023 and (ii) as such amount is increased in respect of dividends that have accrued since June 30, 2024, which is not reflected in the reported securities) and 28,311 deferred RSUs. Such shares of Common Stock represent approximately 25.02% of the Company’s outstanding Common Stock, assuming settlement of the deferred RSUs and the exchange of all Preferred Stock held by the Reporting Persons into shares of Common Stock, in accordance with Rule 13d-3 of the Act. (b) Charter Communications Holding Company, LLC, a Delaware limited liability company (“ Charter Holding Company ”) is the record holder of the 31,928,301 shares of Preferred Stock and has the right to receive 28,311 shares of Common Stock to be issued in settlement of deferred RSUs granted by the Issuer in respect of David Kline’s and Jeffrey Barratt Murphy’s service on the Issuers board of directors. Spectrum Management Holding Company, a Delaware limited liability company (“ Spectrum Holdings ”) is the controlling parent company of Charter Holding Company. Charter Communications Holdings, LLC, a Delaware limited liability company (“ Charter Holdings ”) is the controlling parent company of Spectrum Holdings. CCH II, LLC, a Delaware limited liability company (“ CCH II ”) is the controlling parent company of Charter Holdings. Charter Communications, Inc., a Delawa

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The information set forth in

of the Schedule 13D is amended to incorporate the following at the end thereof

Item 6 of the Schedule 13D is amended to incorporate the following at the end thereof: Amended and Restated Stockholders Agreement In connection with the Issuance, the Stockholders Agreement (the “ Original Stockholders Agreement ”) was amended and restated on July 24, 2024 (the “ Amended Stockholders Agreement ”), by and among the Company and Charter Holding Company, Liberty Broadband Corporation and Pine Investor, LLC (collectively, the “ Stockholders ”). The Original Stockholders Agreement provided Stockholders with the right to require the Company to pay a one-time dividend (the “ Special Dividend ”) equal to the highest dividend the Board determines can be paid at the time subject to certain limitations. Under the Original Stockholders Agreement, if an aggregate $100 million of Special Dividends and Annual Dividends (as defined in the Certificate of Designations, as amended) have been paid on the Preferred Stock, the Company is required, subject to certain limitations, to use any remaining amount of the Special Dividend to pay a pro rata dividend on the Common Stock (with the Preferred Stock participating on an as-converted basis). The Amended Stockholders Agreement clarified that the $100.0 million Special Dividend threshold is reduced by $32.8 million, equal to the aggregate liquidation preference of the additional Preferred Stock issued in the Issuance. Immediately following the Issuance, and taking into account Annual Dividends previously paid, the current Special Dividend threshold is $47.0 million. Under the Original Stockholders Agreement, subject to certain conditions, each Stockholder agreed to vote, or provide a written consent or proxy with respect to, its Voting Stock (as defined in the Original Stockholders Agreement) (a) in favor of each Stockholder's director designees, and (b) in a neutral manner in the election of any directors nominated by the Board for election who are not designees of a S

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits Exhibit 5 Amended and Restated Stockholders Agreement, dated as of July 24, 2024, by and among comScore, Inc., Charter Communications Holding Company, LLC, Liberty Broadband Corporation and Pine Investor, LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed on July 25, 2024) (File No. 001-33520) Exhibit 6 Subscription Agreement, dated as of July 24, 2024, by and between comScore, Inc. and Charter Communications Holding Company, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on July 25, 2024) (File No. 001-33520) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 26, 2024 CHARTER COMMUNICATIONS, INC. By: /s/ Jennifer A. Smith Name: Jennifer A. Smith Title: Vice President CCH II, LLC By: /s/ Jennifer A. Smith Name: Jennifer A. Smith Title: Vice President CHARTER COMMUNICATIONS HOLDINGS, LLC By: /s/ Jennifer A. Smith Name: Jennifer A. Smith Title: Vice President SPECTRUM MANAGEMENT HOLDING COMPANY, LLC By: /s/ Jennifer A. Smith Name: Jennifer A. Smith Title: Vice President CHARTER COMMUNICATIONS HOLDING COMPANY, LLC By: /s/ Jennifer A. Smith Name: Jennifer A. Smith Title: Vice President

View Full Filing

View this SC 13D/A filing on SEC EDGAR