RESTON, Va., Sept. 29, 2025 (GLOBE NEWSWIRE) -- Comscore, Inc. (Nasdaq: SCOR), a trusted partner for planning, transacting and evaluating media across platforms, today announced a signed recapitalization transaction (the "Recapitalization") with its preferred stockholders: Charter Communications, Liberty Broadband Corporation, and an affiliate of Cerberus Capital Management. The transaction reduces the amount of senior capital in the Company's capital structure, eliminates the preferred dividend burden, realigns interests across stockholders, and strengthens corporate governance -- all of which is designed to increase Comscore's public market capitalization and position the Company for future investment and growth. The transaction is subject to customary closing conditions and approval by the Company's stockholders, including a separate vote by the Company's disinterested (unaffiliated) common stockholders.

The proposed Recapitalization is the result of an extensive review process conducted by a special committee of disinterested (unaffiliated) members of Comscore's Board of Directors, culminating in a unanimous recommendation that the Board approve the Recapitalization and enter into definitive agreements with the Company's preferred stockholders. The Board unanimously approved the Recapitalization and related agreements.

As part of the Recapitalization, the preferred stockholders will exchange their existing Series B preferred shares for common stock and shares of a new Series C preferred stock of the Company. Assuming an estimated closing date of December 15, 2025, the Recapitalization implies the exchange of (i) approximately $80.0 million of existing liquidation preference for common stock at an effective price of $8.11 per share, a 48% premium to the 90-day VWAP of $5.465 per share as of September 26, 2025, and (ii) $183.7 million of remaining liquidation preference for new Series C preferred stock at a price of $14.50 per share. The new preferred stock will be convertible into common stock at an initial rate of 1:1 and will pay no annual dividends, eliminating the Company's current dividend obligation of more than $18.0 million per year. The Recapitalization will also eliminate the preferred stockholders' current right to a special dividend of at least $47.0 million.

Jon Carpenter, Comscore's CEO, remarked, "This transaction strengthens Comscore's foundation for long-term growth. With greater financial flexibility, we are positioned to lead as AI transforms media buying and performance. Comscore's unique cross-platform measurement capabilities put us at the forefront of this shift. I am excited for this next chapter of Comscore, and I look forward to delivering value for all our stockholders, partners, and employees."

Matt McLaughlin, a member of Comscore's Board of Directors and the Special Committee formed to negotiate the Recapitalization on behalf of the Company, said, "Following a thorough review process led by the Special Committee and its independent advisors, this transaction demonstrates the conviction of our entire Board that Comscore's long-term success is contingent upon a united stockholder base where all stand to benefit. The Special Committee believes Comscore's improved capital structure will increase market interest in our common stock, create upside value for our stockholders, and improve our competitive positioning relative to peers. As a Board, we find Comscore's current market capitalization to significantly undervalue the Company, a sentiment shared by many of our common stockholders. We are keenly focused on rebuilding our stockholders' confidence and trust in Comscore's ability to execute a successful long-term strategy, and the Recapitalization is an important step in this journey."

Key Terms of the Recapitalization

The key terms of the proposed Recapitalization include:

   -- Implied exchange of approximately $80.0 million of outstanding Series B 
      liquidation preference for common stock at $8.11 per share (assuming an 
      estimated closing date of December 15, 2025), resulting in issuance of 
      9.86 million common shares 
 
   -- Implied exchange of remaining $183.7 million of Series B liquidation 
      preference for shares of new Series C preferred stock at $14.50 per share, 
      resulting in issuance of 12.67 million Series C preferred shares that are 
      convertible to common stock at an initial rate of 1:1 
 
   -- No outstanding Series B preferred shares following exchange 
 
   -- Elimination of costly and dilutive dividend obligations 
 
          -- Elimination of annual dividends of approximately $18.0 million per 
             year 
 
          -- Elimination of preferred stockholders' right to a special dividend 
             of at least $47.0 million 
 
   -- Comscore can force conversion of Series C shares to common stock if the 
      VWAP exceeds $18.85 and other conditions are met 
 
   -- Shares issued in the exchange and upon conversion are to be registered 
      for resale and tradeable, subject to existing transfer restrictions (per 
      stockholders agreement) and the following provision: 
 
          -- Initial common shares issued at closing and any shares received 
             upon voluntary conversion by the preferred stockholders will have 
             a six-month lockup period for any resales below $12.50 per share. 
             Resales at or above $12.50 per share are not subject to the 
             six-month lockup 
 
   -- One-time fixed cash payment of $6.0 million (in aggregate) to preferred 
      stockholders in 2028 
 
   -- Reduction in total Board size from 10 to 7 and a reduction in preferred 
      stockholders' director designation rights from 6 to 4 
 
          -- Preferred stockholders will each designate one director and 
             collectively nominate a fourth director / Board chair, subject to 
             applicable independence and qualification requirements 
 
          -- CEO will remain a director 
 
          -- Non-management, unaffiliated directors will be reduced from 3 to 2 
 
          -- Annualized cash compensation for the Board will be reduced by more 
             than 20%, incremental to recent reductions in equity compensation; 
             in addition, the non-management directors eligible for equity 
             compensation will be reduced from 9 to 6 
 
          -- Company cannot increase or decrease Board size without majority 
             unaffiliated director approval 
 
          -- Preferred stockholders must vote neutrally in the election of 
             unaffiliated directors 
 
   -- Amendment and restatement of existing stockholders agreement to 
      contemplate the new governance structure and increase the required 
      preferred stockholder threshold to maintain director designation rights 
      from 5% to 7.5% 
 
   -- Series C preferred stockholders are entitled to vote as a single class 
      with the holders of common stock on an as-converted basis 
 
          -- Total voting power of preferred stockholders at closing (including 
             common and preferred shares owned at closing) will be capped at 
             49.99% 
 
          -- Transaction also includes individual voting caps, conversion caps, 
             and a standstill 
 
   -- Amendment of the Company's certificate of incorporation to increase the 
      number of authorized shares to permit the exchange and future conversion 
      of Series C preferred stock into common stock 
 
   -- Concurrent amendment of senior secured credit facility to facilitate 
      transaction 
 
   -- Recapitalization and related transactions will require stockholder 
      approval on an as-converted basis 
 
          -- Recapitalization is also conditioned on approval by a majority of 
             votes cast by disinterested (unaffiliated) stockholders 
 
          -- Stockholder meeting expected to be held in December 2025 
 
   -- No change expected to day-to-day business operations or employee, 
      customer, or supplier obligations 
 
   -- Transaction does not foreclose consideration of divestitures and other 
      alternatives to create value for the Company's stockholders 

The aggregate number of common shares expected to be issued pursuant to the Recapitalization (on an as-converted basis, assuming full conversion of the Series C preferred stock on a 1:1 basis without regard to limitations on conversion) is 22,531,338, representing approximately 81.8% of the total as-converted common shares on a post-closing basis.

Additional Information about the Recapitalization

Given the preferred stockholders' status as related parties of the Company, the review and negotiation of the Recapitalization were led by a Special Committee composed solely of Board members who were not designated by or affiliated with any preferred stockholder. Goldman Sachs & Co. LLC served as financial advisors to the Special Committee, and Richards, Layton & Finger, PA served as independent legal counsel to the Special Committee. In determining to recommend the Recapitalization, among other things, the Special Committee considered Comscore's overall capital structure and financial condition, public market capitalization, existing dividend obligations, liquidity and business needs, dilution and compensation considerations, strategic alternatives to the Recapitalization, and perspectives shared by holders of the Company's common stock.

Based on the recommendation of the Special Committee and the factors set forth above, the Board unanimously approved the Recapitalization and the related transactions and recommends that the Company's stockholders approve the Recapitalization and the related transactions.

Required Approvals and Implementation of the Recapitalization

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September 29, 2025 06:00 ET (10:00 GMT)