Comscore Enters New Agreement, Terminates Old One

TL;DR

Comscore just signed a new deal and ditched an old one on Dec 31st. Big financial implications.

AI Summary

On December 31, 2024, COMSCORE, INC. entered into a material definitive agreement and simultaneously terminated a prior material definitive agreement. This action also created a direct financial obligation for the registrant. The filing includes financial statements and exhibits related to these events.

Why It Matters

This filing indicates a significant change in Comscore's contractual obligations, potentially impacting its financial structure and future operations.

Risk Assessment

Risk Level: medium — The entry into a new material definitive agreement and termination of another, along with the creation of a direct financial obligation, suggests potential financial risks and strategic shifts for Comscore.

Key Players & Entities

• COMSCORE, INC. (company) — Registrant
• December 31, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ich Registered Common Stock, par value $0.001 per share SCOR NASDAQ Global Select Mar
• $35 million — s the Company with an estimated minimum $35 million reduction in cash license fees over the
• $7 million — in addition to the previously disclosed $7 million in license fee credits provided to the
• $60 m — eement provides a borrowing capacity of $60 million, consisting of a $45 million term
• $45 million — apacity of $60 million, consisting of a $45 million term loan that was fully funded at clos
• $15 million — nded at closing (the "Term Loan") and a $15 million revolving credit facility that was unfu
• $10 million — (as defined in the Credit Agreement) of $10 million at all times. Additionally, the Credit
• $3.3 m — m the Term Loan, totaling approximately $3.3 million, to cash collateralize certain le

Filing Documents

• scor-20241231.htm (8-K) — 51KB
• exhibit101charteramendment.htm (EX-10.1) — 37KB
• exhibit102financeagreement.htm (EX-10.2) — 1221KB
• exhibit103pledgeandsecurit.htm (EX-10.3) — 274KB
• 0001158172-25-000004.txt ( ) — 1988KB
• scor-20241231.xsd (EX-101.SCH) — 2KB
• scor-20241231_lab.xml (EX-101.LAB) — 23KB
• scor-20241231_pre.xml (EX-101.PRE) — 13KB
• scor-20241231_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Amendment to Charter Data License Agreement On December 31, 2024, comScore, Inc. (the "Company") entered into an amendment (the "Amendment") to its Data License Agreement, dated March 10, 2021, with Charter Communications Operating, LLC ("Charter"). The Amendment provides the Company with an estimated minimum $35 million reduction in cash license fees over the remaining term of the Data License Agreement, in addition to the previously disclosed $7 million in license fee credits provided to the Company for prior periods. Under the Amendment, the Company will pay lower fees (increasing the estimated $35 million in savings) to the extent that certain data delivery thresholds set forth in the Amendment are not met during the term. The Amendment also provides the Company with expanded data rights, removes certain reporting obligations, and limits the products to be provided by the Company to Charter at no cost. In return, the Amendment permits Charter to license its data to third parties for local measurement purposes, provided that the Company will have "most favored rights, preferences and privileges" to any third party that licenses the data for substantially similar purposes. The Company will also forego marketing and other rights associated with being designated as Charter's preferred data measurement partner during the term. The Amendment was conditioned upon the Company's payment of arrears due to Charter under the Data License Agreement, which arrears were paid in full on December 31, 2024. The foregoing summary of the Amendment does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. As previously disclosed, Charter is an affiliate of Charter Communications Holding Company, LLC, which holds 33.3% of the outstanding shares of Series B Conv

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement On December 31, 2024, the Company terminated its prior Credit Agreement, dated as of May 5, 2021, with Bank of America, N.A. (as amended, the "Prior Credit Agreement"). The Company used a portion of proceeds from the Term Loan, totaling approximately $3.3 million, to cash collateralize certain letters of credit that were outstanding under the Prior Credit Agreement. The Company had no other borrowings outstanding under the Prior Credit Agreement on the termination date, and no early termination penalties were incurred by the Company in connection with the termination. 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 entry into the Credit Agreement is incorporated into this Item 2.03 by reference. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1^ Fourth Amendment to Data License Agreement, dated as of December 31, 2024, by and between comScore, Inc. and Charter Communications Operating, LLC 10.2 Financing Agreement, dated as of December 31, 2024, by and among comScore, Inc. (as administrative borrower), certain subsidiaries of the administrative borrower (as guarantors), Blue Torch Finance LLC (as administrative agent and collateral agent) and the lenders party thereto 10.3 Pledge and Security Agreement, dated as of December 31, 2024, by and among comScore, Inc. and certain subsidiaries of comScore, Inc. (as guarantors) and Blue Torch Finance LLC (as collateral agent) 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 ^ Specific terms in this exhibit (indicated therein by asterisks) have been omitted because such terms are both not material and of the type that the Company treats as private and confidential. 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: January 7, 2025 5

View Full Filing

View this 8-K filing on SEC EDGAR