Matt Zames, President of Cerberus, added, “We look forward to partnering with the Comscore management team, Charter and Qurate to build on Comscore’s next phase of transformation and growth. With Comscore’s leading data and analytics capabilities, we are excited to apply our expertise and resources to help build on its portfolio of trusted products and drive value for shareholders.”
Further Detail on Agreements
Charter, Qurate and Cerberus each will receive approximately 27.5 million shares of convertible preferred stock, with each investor’s voting rights capped at 16.66% (on an as-converted basis). The investors will be entitled to an annual cash dividend of 7.5% on their respective Investment amounts and can request a one-time dividend recapitalization transaction after January 1, 2022 of up to 3.0x LTM Adjusted EBITDA, as defined in the transaction documents.
Ownership Structure and Leadership
Upon closing, Comscore will continue to operate as a standalone public company. Each of Charter, Qurate and Cerberus will have the right to designate two seats on the Company’s board of directors, which will be expanded to a total of ten members, subject to applicable independence and qualification requirements.
Advisors
Goldman Sachs & Co. LLC and Evercore served as financial advisors and Vinson & Elkins LLP served as legal counsel to Comscore throughout the process.
Kirkland & Ellis LLP served as legal counsel to Charter, Baker Botts LLP served as legal counsel to Qurate, and Davis Polk & Wardwell LLP served as legal counsel to Cerberus.
Conference Call / Webcast
Tomorrow, January 8, 2021, Comscore will host a conference call and webcast presentation to discuss the transaction at 8:30 a.m. ET. To access this call, dial +1 844-229-7593 (U.S. and Canada) or +1 314-888-4258 (international) and reference Conference ID # 3285173. Participants are advised to dial in at least 15 minutes prior to the call to register. Additionally, a live webcast of the conference call will be available on the Investor Relations section of the Company’s website at ir.comscore.com/events-presentations.
About Comscore
Comscore (Nasdaq: SCOR) is a trusted partner for planning, transacting and evaluating media across platforms. With a data footprint that combines digital, linear TV, over-the-top and theatrical viewership intelligence with advanced audience insights, Comscore allows media buyers and sellers to quantify their multiscreen behavior and make business decisions with confidence. A proven leader in measuring digital and TV audiences and advertising at scale, Comscore is the industry’s emerging, third-party source for reliable and comprehensive cross-platform measurement.
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