| Item 7.01. |
Regulation FD Disclosure.
|
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 Company’s expectations, plans and opinions
regarding the Transactions, the Company’s 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 Company’s business,
external market conditions, the impact of the Covid-19 pandemic and related
government mandates, and the Company’s ability to achieve its
expected strategic, financial and operational plans. For additional
discussion of risk factors, please refer to the Company’s
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 SEC’s 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
Company’s 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 SEC’s website at www.sec.gov or
free of charge from the Company at www.comscore.com or by directing
a request to the Company’s 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 Company’s directors and executive officers is available in its
Proxy Statement
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