Comscore Announces Pivotal Recapitalization Transaction with Preferred Stockholders

Core Viewpoint - Comscore, Inc. has announced a recapitalization transaction aimed at reducing senior capital, eliminating preferred dividend obligations, and enhancing alignment among stockholders to boost public market capitalization and future growth potential [1][4][5] Recapitalization Details - The recapitalization involves preferred stockholders exchanging existing Series B preferred shares for common stock and new Series C preferred stock, with an estimated closing date of December 15, 2025 [3][5] - Approximately $80.0 million of existing liquidation preference will be exchanged for common stock at an effective price of $8.11 per share, representing a 48% premium to the 90-day VWAP of $5.465 per share as of September 26, 2025 [3][5] - The remaining $183.7 million of liquidation preference will be exchanged for new Series C preferred stock at a price of $14.50 per share, which will be convertible into common stock at a 1:1 ratio and will not pay annual dividends, eliminating over $18.0 million in current dividend obligations [3][5] Governance and Board Changes - The transaction will lead to a reduction in the total Board size from 10 to 7 members and a decrease in preferred stockholders' director designation rights from 6 to 4 [9] - Preferred stockholders will have the right to designate one director and collectively nominate a fourth director/Board chair, subject to independence and qualification requirements [9] - The annualized cash compensation for the Board will be reduced by more than 20%, alongside a reduction in equity compensation for non-management directors [9] Market Position and Future Outlook - Comscore's CEO emphasized that the transaction strengthens the company's foundation for long-term growth and positions it to lead in the evolving media landscape driven by AI [4] - The Board believes that the improved capital structure will enhance market interest in Comscore's common stock and create value for stockholders, addressing concerns about the company's current market capitalization [4][8] Required Approvals - The recapitalization requires approval from the company's stockholders on an as-converted basis, along with a separate class vote by preferred stockholders [11][12] - A special meeting of stockholders is expected to be held in December 2025 to discuss the recapitalization [11][12]