Comscore Amends Credit Agreement

TL;DR

Comscore just amended its credit agreement, watch for financial implications.

AI Summary

On May 3, 2024, COMSCORE, INC. entered into a Material Definitive Agreement, specifically a Second Amendment to its Credit Agreement, which is a direct financial obligation. This amendment impacts the company's financial condition and operations.

Why It Matters

This amendment to Comscore's credit agreement could affect its borrowing capacity and financial flexibility, potentially impacting future investments or operational expenditures.

Risk Assessment

Risk Level: medium — Amendments to credit agreements can signal changes in a company's financial health or its ability to meet debt obligations.

Key Players & Entities

• COMSCORE, INC. (company) — Registrant
• May 3, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 11950 Democracy Drive Suite 600 Reston , Virginia 20190 (address) — Principal executive offices
• 703-438-2000 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — ich Registered Common Stock, par value $0.001 per share SCOR NASDAQ Global Select Mar
• $40.0 million — itments under the Credit Agreement from $40.0 million to $25.0 million; (iii) modified the Ap
• $25.0 million — Credit Agreement from $40.0 million to $25.0 million; (iii) modified the Applicable Rate def
• $6.0 million — interests; (vi) required a repayment of $6.0 million to reduce the principal amount outstand
• $10.0 million — ed above, the Company had borrowings of $10.0 million and letters of credit totaling $3.2 mil
• $3.2 million — million and letters of credit totaling $3.2 million outstanding under the Credit Agreement.

Filing Documents

• scor-20240503.htm (8-K) — 36KB
• creditagreementthirdamendm.htm (EX-10.1) — 87KB
• exhibit991-pressrelease202.htm (EX-99.1) — 269KB
• image0a03.jpg (GRAPHIC) — 44KB
• 0001158172-24-000032.txt ( ) — 615KB
• scor-20240503.xsd (EX-101.SCH) — 2KB
• scor-20240503_lab.xml (EX-101.LAB) — 22KB
• scor-20240503_pre.xml (EX-101.PRE) — 13KB
• scor-20240503_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 3, 2024, comScore, Inc. (the "Company") entered into an amendment (the "Amendment") to its senior secured revolving credit agreement dated May 5, 2021 (the "Credit Agreement") among the Company, as borrower, the Company's subsidiaries from time to time party thereto, as guarantors, Bank of America, N.A., as administrative agent, and the lenders from time to time party thereto. The Amendment, among other things, (i) extended the maturity date of the Credit Agreement from May 5, 2024 to November 5, 2024; (ii) reduced the aggregate lender commitments under the Credit Agreement from $40.0 million to $25.0 million; (iii) modified the Applicable Rate definition in the Credit Agreement to increase the Applicable Rate payable on SOFR-based loans to 4.50%; (iv) increased the minimum consolidated asset coverage ratio covenant and decreased the minimum liquidity covenant contained in the Credit Agreement; (v) limited certain Restricted Payments (as defined in the Credit Agreement) with respect to the Company's equity interests; (vi) required a repayment of $6.0 million to reduce the principal amount outstanding under the Credit Agreement; (vii) updated certain defined terms in the Credit Agreement to reflect the May 2023 transfer of shares of the Company's Series B Convertible Preferred Stock, par value $0.001 per share, from an affiliate of Qurate Retail, Inc. to Liberty Broadband Corporation; and (viii) provided for certain amendment fees, including a fee of 2.0% of aggregate commitments due on the maturity date (November 5, 2024) unless all obligations are paid in full prior to such date. The foregoing summary of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference. As of May 3, 2024, following the $6.0 million repayment described above, the Company had borrowings of $10.0 million an

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. On May 7, 2024, the Company issued a press release announcing its financial results for the period ended March 31, 2024. A copy of the press release announcing the foregoing is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Amendment to the Credit Agreement is incorporated into this Item 2.03 by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release dated May 7, 2024 10.1 Third Amendment, dated as of May 3, 2024, to the Credit Agreement among comScore, Inc. (as Borrower), certain subsidiaries of the Borrower (as Guarantors), Bank of America N.A. (as Administrative Agent), and the lenders party thereto 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File - the cover page iXBRL tags are embedded within the Inline XBRL document 2

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. comScore, Inc. By: /s/ Mary Margaret Curry Mary Margaret Curry Chief Financial Officer and Treasurer Date: May 7, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR