Comscore announces recapitalization transaction with preferred stockholders

Comscore (SCOR) announced a signed recapitalization transaction 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 common stockholders. The proposed Recapitalization is the result of an extensive review process conducted by a special committee of disinterested 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.