Item 7.01.
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Regulation FD Disclosure.
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As previously disclosed, comScore, Inc. (the Company) has entered into separate Series B Convertible Preferred Stock Purchase
Agreements with each of Charter Communications Holding Company, LLC, Qurate Retail, Inc., and Pine Investor, LLC (collectively, the Purchasers) pursuant to which, among other things, at the closing of the transactions
contemplated thereby, and on the terms and subject to the conditions set forth therein, the Company will issue and sell to each of the Purchasers shares of Series B Convertible Preferred Stock of the Company (collectively, the
Transactions).
On January 21, 2021, the Company began holding a series of meetings with customers during which the
Transactions were discussed. A form of the presentation materials for such meetings is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934 (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act, regardless of any general incorporation language in such filing.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of federal and state
securities laws, including, without limitation, the Companys expectations, plans and opinions regarding the Transactions, the Companys commercial agreements, future data rights, product innovation, and development of an industry standard
or currency. 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 the requisite shareholder approvals, failure to obtain required consents, delays in closing the Transactions, changes in the Companys business, external market conditions, the impact of the
Covid-19 pandemic and related government mandates, and the Companys ability to achieve its expected strategic, financial and operational plans. For additional discussion of risk factors, please refer to
the Companys respective Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings that the Company makes from time to time with the U.S.
Securities and Exchange Commission (the SEC), which are available on the SECs website (www.sec.gov).
Investors are
cautioned not to place undue reliance on forward-looking statements, which speak only as of the date such statements are made. The Company 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 report, or to reflect the occurrence of unanticipated events.
Additional Information and Where to Find it
The Company
intends to file a proxy statement (the Proxy Statement) with the SEC in connection with the solicitation of proxies by the Company in connection with the proposed Transactions. The Company also intends to file other
relevant documents with the SEC regarding the proposed Transactions. The definitive Proxy Statement will be mailed to the Companys shareholders when available. Before making any voting or investment decision with respect to the proposed
Transactions, shareholders of the Company are urged to read the definitive Proxy Statement regarding the proposed Transactions (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 Transactions.
The Proxy Statement, any amendments or supplements
thereto and other relevant materials, and any other documents filed by the Company with the SEC, may be obtained once such documents are filed with the SEC free of charge on the SECs website at www.sec.gov or free of charge from the Company at
www.comscore.com or by directing a request to the Companys Investor Relations team at press@comscore.com or by calling 646-746-0579.
Participants in the Solicitation
The Company 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 Transactions. Information
regarding the Companys directors and executive officers is available in its Proxy Statement
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