RESTON, Va., Jan. 7, 2021 /PRNewswire/ -- Comscore, Inc.
(Nasdaq: SCOR) ("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.
As part of the transaction, the Company will enter into an
extended data license agreement with Charter, anchoring and
expanding the Company's comprehensive, industry-leading assets, and
Charter will treat Comscore as its preferred local measurement
partner. In concert with Charter, Comscore plans to drive a new
industry standard in media measurement towards impressions-based
measurement for the selling and buying of advertising.
Cerberus, through its industry leading technology solutions
platform ("CTS"), deploys world-class capabilities in new-form
technologies, advanced data and analytics, and programmatic ads and
media optimization. CTS's operating executives bring decades of
experience in building and managing data consortia, optimizing and
enriching proprietary data assets, and innovating and implementing
data driven decisioning solutions.
"This is a watershed moment in our history," said Bill Livek, Chief Executive Officer, Comscore.
"The retirement of debt provides the company with the financial
flexibility to execute our plan. The investment and commercial
agreements we announced today will supercharge our ability to
deliver trusted cross-platform measurement for all customers. We
are built to deliver now."
"The time has finally come for Comscore, with its
industry-leading impression-based data sets, to be able to offer
advertisers, agencies and inventory owners the kind of granular
measurement, attribution and reporting they will need to compete in
our high-tech world. As people continue to consume content in
different ways and on multiple platforms, our investment in
Comscore will further enhance the television industry and Spectrum
Reach's ability to provide marketers and advertisers with effective
and measurable data-driven solutions," said David Kline, Executive Vice President, Charter
and President, Spectrum Reach. "More effective audience measurement
will help clients to better reach targeted audiences throughout the
communities we serve and ensure a greater return on their
advertising investment."
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.
About Charter
Charter Communications, Inc. (NASDAQ:CHTR) is a leading
broadband connectivity company and cable operator serving more than
30 million customers in 41 states through its Spectrum brand. Over
an advanced communications network, the company offers a full range
of state-of-the-art residential and business services including
Spectrum Internet®, TV, Mobile and Voice.
For small and medium-sized companies, Spectrum Business®
delivers the same suite of broadband products and services coupled
with special features and applications to enhance productivity,
while for larger businesses and government entities, Spectrum
Enterprise provides highly customized, fiber-based solutions.
Spectrum Reach® delivers tailored advertising and production for
the modern media landscape. The company also distributes
award-winning news coverage, sports and high-quality original
programming to its customers through Spectrum Networks and Spectrum
Originals. More information about Charter can be found at
corporate.charter.com.
About Cerberus
Founded in 1992, Cerberus is a global leader in alternative
investing with over $50 billion in
assets across complementary credit, private equity, and real estate
strategies. We invest across the capital structure where our
integrated investment platforms and proprietary operating
capabilities create an edge to improve performance and drive
long-term value. Cerberus's tenured teams have experience working
collaboratively across asset classes, sectors, and geographies to
seek strong risk-adjusted returns for our investors. For more
information about our people and platforms, visit us at
www.cerberus.com.
About Qurate
Qurate Retail, Inc. operates and owns interests in a broad range
of digital commerce businesses. Qurate Retail, Inc.'s businesses
and assets consist of QVC (and its subsidiaries, including HSN),
Zulily and the Cornerstone Brands (collectively, the Qurate Retail
Group) as well as various green energy and other investments.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed transaction. Comscore intends to file a
proxy statement (the "Proxy Statement") with the SEC in connection
with the solicitation of proxies by Comscore in connection with the
proposed transaction. Comscore also intends to file other relevant
documents with the SEC regarding the proposed transaction. The
definitive Proxy Statement will be mailed to Comscore's
shareholders when available. Before making any voting or
investment decision with respect to the proposed transaction,
shareholders of Comscore are urged to read the definitive Proxy
Statement regarding the proposed transaction (including any
amendments or supplements thereto) and other relevant materials
carefully and in their entirety when they become available because
they will contain important information about the proposed
transaction.
The Proxy Statement, any amendments or supplements thereto and
other relevant materials, and any other documents filed by Comscore
with the SEC, may be obtained once such documents are filed with
the SEC free of charge on the SEC's website at www.sec.gov or free
of charge from Comscore at www.comscore.com or by directing a
request to Comscore's Investor Relations team at press@comscore.com
or by calling 646-746-0579.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Participants in the Solicitation
Comscore and its executive officers and directors and certain
other members of management and employees may, under the rules of
the SEC, be deemed to be "participants" in the solicitation of
proxies in connection with the proposed transaction. Information
regarding Comscore's directors and executive officers is available
in its Proxy Statement on Schedule 14A for its 2020 Annual Meeting
of Stockholders, filed with the SEC on May
29, 2020, and in its Annual Report on Form 10-K for the year
ended December 31, 2019, filed with
the SEC on February 28, 2020. These
documents may be obtained free of charge from the sources indicated
above. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the Proxy Statement and other relevant materials relating to the
proposed transaction to be filed with the SEC when they become
available.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of federal and state securities laws, including,
without limitation, Comscore's expectations, plans and opinions
regarding the proposed transaction; the Company's commercial
agreements with Charter and Comcast; future data rights and
sources; development of an industry standard or currency; accuracy
and reliability of data; retirement of debt; improvements in
liquidity and financial flexibility; shareholder approval;
shareholder value; revenue opportunities and growth; and
post-transaction board composition. These statements involve risks
and uncertainties that could cause actual events to differ
materially from expectations, including, but not limited to,
changes in the Investment or commercial agreement terms, failure to
receive any required government authorizations, failure to obtain
shareholder approval, failure to obtain required customer, vendor
or debtholder consents, delays in closing the transaction, changes
in the Company's business, external market conditions, the impact
of the Covid-19 pandemic and related government mandates, and
Comscore's ability to achieve its expected strategic, financial and
operational plans. For additional discussion of risk factors,
please refer to Comscore's respective Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, and other filings that Comscore
makes from time to time with the U.S. Securities and Exchange
Commission (the "SEC"), which are available on the SEC's website
(www.sec.gov).
Investors are cautioned not to place undue reliance on our
forward-looking statements, which speak only as of the date such
statements are made. Comscore does not intend or undertake, and
expressly disclaims, any duty or obligation to publicly update any
forward-looking statements to reflect events, circumstances or new
information after the date of this press release, or to reflect the
occurrence of unanticipated events.
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