Comscore Overhauls Capital Structure in New Investor Deal
The media measurement firm's recapitalization plan with key investors aims to eliminate over $18 million in annual dividend payments.
Comscore (SCOR) has announced a with its major preferred stockholders, a strategic move designed to overhaul its capital structure and fortify its financial foundation. The deal with Charter Communications, Liberty Broadband, and an affiliate of Cerberus Capital Management aims to reduce senior capital and better align the interests of all stockholders, though it comes at the cost of significant dilution for existing common shareholders.
The core of the transaction is engineered to , a move that will provide the company with greater financial flexibility. Under the terms of the agreement, approximately $80.0 million of existing preferred stock will be exchanged for common stock at an effective price of $8.11 per share, a 48% premium to the stock's recent 90-day volume-weighted average price. The remaining $183.7 million in liquidation preference will be swapped for a new class of Series C preferred stock that carries no annual dividend.
While the company presented the deal as a necessary step to support future growth, the market reacted with caution to the news. The transaction will result in the issuance of approximately 22.5 million new shares, leading to and representing about 81.8% of the post-closing common shares. Shares of Comscore fell 3.62% in the wake of the announcement, reflecting investor concerns over the dilutive impact.
The restructuring also includes changes to corporate governance, with Comscore's board of directors set to be reduced from 10 to 7 members. The preferred stockholders' right to designate directors will also be reduced from 6 to 4 seats. The agreement is subject to stockholder approval, including a separate vote by disinterested common stockholders, and is anticipated to close in December 2025.
on Comscore, citing persistent losses and cash flow challenges. While the recapitalization addresses the immediate pressure of the dividend payments, the company's path to sustainable profitability remains a key focus for investors watching the media analytics space.