Liberty Broadband Amends comScore Stake Filing

TL;DR

Liberty Broadband updated its 13D filing for comScore, watch for ownership changes.

AI Summary

Liberty Broadband Corp filed an amendment (No. 1) to its Schedule 13D on July 26, 2024, regarding its holdings in comScore, Inc. The filing indicates a change in the beneficial ownership of comScore's common stock. Liberty Broadband Corporation is based in Englewood, Colorado.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy of comScore, Inc., which could impact its stock price and future business decisions.

Risk Assessment

Risk Level: medium — Amendments to Schedule 13D filings often indicate significant changes in a major shareholder's position, which can lead to increased stock volatility.

Key Players & Entities

• Liberty Broadband Corp (company) — Filing party
• comScore, Inc. (company) — Subject company
• Renee L. Wilm, Esq. (person) — Person authorized to receive notices

FAQ

Key Financial Figures

• $0.001 — ame of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securiti
• $10.9 million — ccrued dividends totaling approximately $10.9 million to the Reporting Person for annual divi
• $100.0 million — mended and Restated SHA (i) reduced the $100.0 million special dividend threshold set forth in
• $32.8 million — Series B Preferred Stock (approximately $32.8 million) and (ii) clarified that the provisions

Filing Documents

• tm2420261d1_sc13da.htm (SC 13D/A) — 61KB
• 0001104659-24-083072.txt ( ) — 62KB

Security and Issuer

Item 1. Security and Issuer. Liberty Broadband Corporation, a Delaware corporation (the “ Reporting Person ”), is filing this Statement on Schedule 13D/A with respect to shares of the common stock, par value $0.001 per share (the “ Common Stock ”), of comScore, Inc., a Delaware corporation (the “ Issuer ”). The statement on Schedule 13D originally filed with the Securities and Exchange Commission (“ SEC ”) by the Reporting Person on May 23, 2023 is hereby amended and supplemented to include the information set forth herein. This amended Schedule 13D, this “ Statement ”). Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

Identity and Background

Item 2. Identity and Background. (a) – (c) The principal and is primarily comprised of GCI Holdings, LLC, a wholly owned subsidiary, and an investment in Charter Communications, Inc. (d) – (f) Schedule 1 attached to this Statement and incorporated herein by reference, provides the required information with respect to each executive officer and director, as applicable, of the Reporting Person (the “ Schedule 1 Persons ”). Each of such executive officers and directors is a citizen of the United States. During the last five years, neither the Reporting Person nor any of the Schedule 1 Persons (to the knowledge of the Reporting Person) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Source and Amount of Funds

Item 3. Source and Amount of Funds. The information contained in Item 4 of this Statement is incorporated by reference herein.

Purpose of Transaction

Item 4. Purpose of Transaction The information contained in Item 4 of the Schedule 13D is hereby amended to delete the last paragraph thereof and supplemented to include the following information: On July 24, 2024, the Issuer issued 4,419,098 additional shares of Series B Convertible Preferred Stock, par value $0.001 (the “ Series B Preferred Stock ”) to the Reporting Person in exchange for cancellation of the Company’s obligation to pay accrued dividends totaling approximately $10.9 million to the Reporting Person for annual dividend periods ended in 2023 and 2024. As of the issuance date, the additional shares of Series B Preferred Stock were convertible into 220,954 shares of Common Stock. The additional shares of Series B Preferred Stock have the same terms and conditions as the Series B Preferred Stock previously held by the Reporting Person. In connection with the issuance, the Issuer and the holders of Series B Preferred Stock entered into an amendment to the SHA between the parties (the “ Amended and Restated SHA ”). Among other things, the Amended and Restated SHA (i) reduced the $100.0 million special dividend threshold set forth in the SHA by an amount equal to the liquidation preference of the additional Series B Preferred Stock (approximately $32.8 million) and (ii) clarified that the provisions of the SHA relevant to the Series B Preferred Stock also apply to the newly issued shares of Series B Preferred Stock. The foregoing summary of the Amended and Restated SHA does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Amended and Restated SHA, which is attached as Exhibit 7(a) hereto and is incorporated herein by reference. The shares of Common Stock beneficially owned by the Reporting Person and described in this Statement are being held by the Reporting Person for investment purposes. Other than as set forth in this Amendment, the Reporting Person does not have

Interest in Securities of

Item 5. Interest in Securities of the Issuer. (a) The Reporting Person is the beneficial owner of 1,603,578 shares of Common Stock as a result of its ownership of 31,928,301 shares of Series B Preferred Stock that are convertible, at any time at the option of the holder, into the underlying shares of Common Stock. The 1,603,578 shares of Common Stock constitute approximately 24.9% of the outstanding shares of Common Stock, calculated based on (i) the 4,833,820 shares of Common Stock outstanding as of May 6, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Securities and Exchange Commission on May 10, 2024, and (ii) the 1,603,578 shares of Common Stock underlying the Series B Preferred Stock held by the Reporting Person, pursuant to Rule 13d-3 of the Exchange Act. As of the date hereof, Mr. Brian J. Wendling (“ Mr. Wendling ”), Chief Accounting Officer and Principal Financial Officer of the Reporting Person and a director of the Issuer, beneficially owns (i) 17,268 shares of Common Stock subject to vested, deferred stock units that are scheduled to be settled on the earlier of Mr. Wendling’s separation from service or a change in control of the Issuer, of which 8,415 vested on June 12, 2024, and (ii) 4,500 shares of Common Stock held directly. (b) The Reporting Person has the sole power to vote or to direct the voting of and the sole power to dispose or direct the disposition of the 1,603,578 shares of Common Stock beneficially owned by it, subject to the restrictions described in Item 6 of this Statement. (c) Other than as disclosed in this Statement, no transactions were effected by the Reporting Person, or, to the knowledge of the Reporting Person, any Schedule 1 Person, with respect to the Common Stock during the 60 days preceding the date hereof. (d) Not Applicable. (e) Not Applicable.

Contracts, Arrangements,

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issues. The information set forth in Item 4 is incorporated herein by reference.

Material to Be Filed

Item 7. Material to Be Filed as Exhibits. 7(a) 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 comScore, Inc.’s Current Report on Form 8-K (File No. 001-33520), filed with the Securities and Exchange Commission on July 25, 2024). 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 LIBERTY BROADBAND CORPORATION By: /s/ Craig Troyer Name: Craig Troyer Title: Senior Vice President and Assistant Secretary [Signature Page to Liberty Broadband. Amendment No. 1 to Schedule 13D with respect to comScore, Inc.] SCHEDULE 1 DIRECTORS AND EXECUTIVE OFFICERS OF LIBERTY BROADBAND CORPORATION The name and present principal occupation of each director and executive officer of Liberty Broadband Corporation is set forth below. The business address for each person listed below is c/o Liberty Broadband Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112. All executive officers and directors listed are United States citizens. Name and

Business

Principal Occupation and Principal Business (if applicable) John C. Malone Chairman of the Board of Liberty Broadband Corporation Gregory B. Maffei President, Chief Executive Officer and Director of Liberty Broadband Corporation Gregg L. Engles Director of Liberty Broadband Corporation Julie D. Frist Director of Liberty Broadband Corporation Richard R. Green Director of Liberty Broadband Corporation Sue Ann R. Hamilton Director of Liberty Broadband Corporation J. David Wargo Director of Liberty Broadband Corporation John E. Welsh III Director of Liberty Broadband Corporation Brian J. Wendling Chief Accounting Officer and Principal Financial Officer of Liberty Broadband Corporation Renee L. Wilm Chief Legal Officer and Chief Administrative Officer of Liberty Broadband Corporation

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View this SC 13D/A filing on SEC EDGAR