New Stockholder Deal for 'Undervalued' Comscore

Comscore has announced a recapitalization with its preferred stockholders, designed to simplify its balance sheet, strengthen its stability and market position, and position it for investment and growth in the evolving audience measurement market.

The plan was reviewed and unanimously recommended by an independent and disinterested special committee of Comscore's board, and the board itself has also voted in favor, but stockholder approval and a further vote by unaffiliated common shareholders must still be passed.

Under the terms, the company's preferred stockholders, who are Charter Communications, Liberty Broadband Corporation, and an affiliate of Cerberus Capital Management, will exchange their existing Series B preferred shares for common stock and shares of a new Series C preferred stock of the Company. They will lose their current right to a special dividend of at least $47m, but they will get one-time fixed cash payment of $6.0m (in aggregate) in 2028. The new stock will pay no annual dividends, eliminating a current obligation of more than $18m a year.

The agreement also reduces the size of the board from ten members to seven. CEO Jon Carpenter (pictured) comments: '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.' Matt McLaughlin, a member of the Special Committee, says the move '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.' He adds: '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.'

Web site: www.comscore.com .