Comscore Cuts Dividends, Reshapes Board

Core Viewpoint - Comscore Inc. has announced a recapitalization agreement aimed at simplifying its balance sheet, reducing dividend obligations, and strengthening its market position, which has led to a significant increase in its stock price [1][7]. Recapitalization Agreement - The recapitalization involves swapping Series B preferred stock for common shares and new Series C preferred shares that carry no dividend, effectively removing over $18 million in annual obligations [3]. - The agreement includes the exchange of approximately $80 million in Series B preferred shares for common stock at a price of $8.11 per share, and $183.7 million will convert into Series C preferred stock priced at $14.50 per share [4]. Financial Impact - The new Series C shares can convert into common stock at a one-to-one ratio and eliminate the right to a $47 million special dividend, enhancing Comscore's financial flexibility [4][5]. - If approved, the recapitalization would result in the issuance of over 22 million shares on an as-converted basis, giving preferred shareholders nearly 82% of equity [7]. Governance Changes - The agreement will reduce the board size from 10 members to 7 and limit preferred shareholders' director rights while maintaining independent oversight [6]. - Voting caps and conversion limits are designed to balance governance within the new structure [6]. Market Reaction - Following the announcement, Comscore's shares rose by 29.25%, trading at $7.910 in premarket [7].