Wednesday, January 20, 2021
Funding News

Comscore Announces Strategic Investment by Charter Communications, Qurate Retail and Cerberus

Comscore, Inc. (Nasdaq:┬áSCOR) (“Comscore” or the “Company”), a trusted partner for planning, transacting and evaluating media across platforms, today announced investments from Charter Communications, Inc. (together with its affiliates, “Charter”), Qurate Retail, Inc. (“Qurate”) and an affiliate of Cerberus Capital Management, L.P. (“Cerberus”). Specifically, Charter, Qurate and Cerberus each will make a cash investment in exchange for shares of convertible preferred stock (the “Investment,” as more fully described below). Proceeds from the Investment will be used to retire the Company’s existing debt and significantly improve the Company’s financial flexibility and liquidity position.

In connection with the transaction, Charter will provide enhanced access to deidentified and aggregated data sources and rights that provide the Company with richer and more granular consumer-level data sets, to be used in a manner consistent with the companies’ privacy and security policies. This move will accelerate an industry-wide shift to census-based audience viewership, providing advertisers with more reliable audience measurement and analysis. The 10-year Charter license will allow the Company to pursue additional revenue in TV, digital and cross-platform audience and impression-based currency, enhanced addressable advertising capabilities and outcome-based attribution.

Additionally, further accelerating its efforts to provide advertisers with more reliable measurement, Comscore announced that Comcast Cable Communications (“Comcast”, a subsidiary of Comcast Corporation) will be extending its current data agreement with the Company.

Investment Highlights

  • Issuance of convertible preferred stock of $204.0 million ($68.0 million per investor) at $2.47 per share
  • Each investor receives 27.5 million convertible preferred shares
  • Each investor’s voting rights capped at 16.66%
  • Senior secured notes held by affiliates of Starboard Value LP (“Starboard”) and a foreign secured term note, each to be retired in full
  • Shareholder vote expected to be held in first quarter of 2021

Business Highlights

  • Charter and Comcast providing long-term data rights to help accelerate the path to more accurate measurement for brands, agencies and media sellers in a privacy-friendly manner
  • Local markets will have an unprecedented amount of data for media measurement
  • Smaller and independent networks will have access to better viewership measurement

In connection with the Investment, the Company’s convertible debt held by Starboard and the Company’s secured term note each will be repaid in full at the closing of the transaction. Starboard will receive $204.0 million in cash from Investment proceeds, plus accrued interest and 3.15 million common shares. The Investment transaction will require shareholder approval and is subject to customary closing conditions.

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