Comscore Files 8-K on Equity Sales and Security Holder Rights

TL;DR

Comscore filed an 8-K detailing equity sales and changes affecting security holders.

AI Summary

Comscore, Inc. entered into a Material Definitive Agreement on July 23, 2024, related to unregistered sales of equity securities. The filing also addresses material modifications to the rights of security holders and includes financial statements and exhibits. Specific details regarding the agreement's terms and financial implications are not fully disclosed in this initial filing.

Why It Matters

This filing indicates potential changes in Comscore's capital structure or shareholder rights, which could impact the value and trading of its securities.

Risk Assessment

Risk Level: medium — The filing involves unregistered equity sales and modifications to security holder rights, which can introduce uncertainty and potential dilution.

Key Numbers

• 001-33520 — SEC File Number (Identifies Comscore's filing with the SEC.)
• 54-1955550 — IRS Employer Identification No. (Comscore's tax identification number.)

Key Players & Entities

• COMSCORE, INC. (company) — Registrant
• July 23, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Reston, Virginia (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ich Registered Common Stock, par value $0.001 per share SCOR NASDAQ Global Select Mar
• $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
• $100.0 million — other things, the amendment reduced the $100.0 million special dividend threshold set forth in
• $47.0 million — e current special dividend threshold is $47.0 million. To date, the Company has not received
• $100 million — Stockholders Agreement, if an aggregate $100 million of Special Dividends and Annual Dividen
• $32.8 m — pecial Dividend threshold is reduced by $32.8 million, equal to the aggregate liquidati

Filing Documents

• scor-20240723.htm (8-K) — 55KB
• exhibit41-seriesbdividendw.htm (EX-4.1) — 8KB
• exhibit42-seriesbdividendw.htm (EX-4.2) — 8KB
• exhibit43-seriesbdividendw.htm (EX-4.3) — 8KB
• exhibit101seriesbsubscript.htm (EX-10.1) — 49KB
• exhibit102seriesbsubscript.htm (EX-10.2) — 49KB
• exhibit103seriesbsubscript.htm (EX-10.3) — 48KB
• exhibit104stockholdersagre.htm (EX-10.4) — 379KB
• 0001158172-24-000091.txt ( ) — 831KB
• scor-20240723.xsd (EX-101.SCH) — 2KB
• scor-20240723_lab.xml (EX-101.LAB) — 22KB
• scor-20240723_pre.xml (EX-101.PRE) — 13KB
• scor-20240723_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Overview On July 24, 2024, 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 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. In connection with the issuance, the Company and the holders of Preferred Stock also entered into an amendment to the Stockholders Agreement between the parties. Among other things, the amendment reduced the $100.0 million special dividend threshold set forth in the Stockholders Agreement by an amount equal to the liquidation preference of the additional Preferred Stock ($32.8 million). After further reducing the threshold by annual dividends paid in prior years, the current special dividend threshold is $47

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.02 by reference. The Preferred Stock and Common Stock issuable upon conversion of the Preferred Stock that were, or will be, issued as part of or following the Issuance, as applicable, were, or will be, issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act. The terms of conversion of the Preferred Stock are as previously disclosed and as set forth in the Certificate of Designations.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference. In connection with entry into the Subscription Agreements and the Amended and Restated Stockholders Agreement, on July 23, 2024, each Stockholder consented to the Issuance, or waived its voting rights with respect thereto, under the Original Stockholders Agreement and Section 12 of the Certificate of Designations. The foregoing summary does not purport to be complete and is subject 3 to, and is qualified in its entirety by, the full text of Exhibits 4.1, 4.2 and 4.3 to this Current Report on Form 8-K, which are incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Series B Preferred Stockholder Waiver, dated July 23, 2024 , from Charter Communications Holding Company, LLC 4.2 Series B Preferred Stockholder Waiver, dated July 2 3 , 2024, from Liberty Broadband Corporation 4.3 Series B Preferred Stockholder Waiver, dated July 23, 2024, from Pine Investor, LLC 10.1 Subscription Agreement, dated July 24, 2024, by and between comScore, Inc. and Charter Communications Holding Company, LLC 10.2 Subscription Agreement, dated July 24, 2024, by and between comScore, Inc. and Liberty Broadband Corporation 10.3 Subscription Agreement, dated July 24, 2024, by and between comScore, Inc. and Pine Investor, LLC 10.4 Amended and Restated Stockholders Agreement, dated July 24, 2024 by and among comScore, Inc., Charter Communications Holding Company, LLC, Liberty Broadband Corporation and Pine Investor, LLC 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 4

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: July 25, 2024 5

View Full Filing

View this 8-K filing on SEC EDGAR