| Item 7.01. |
Regulation FD Disclosure.
|
As previously disclosed, on January 7, 2021, comScore, Inc.
(the “Company”) 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”).
Also on January 7, 2021, the Company published communications
regarding the Transactions on its social media accounts and sent
electronic communications regarding the Transactions to its
employees and customers. The text of such communications is
attached hereto as Exhibit 99.1 and is incorporated into this Item
7.01 by reference.
On January 8, 2021, the Company held a conference call
regarding the Transactions. A transcript of such call is attached
hereto as Exhibit 99.2 and is incorporated into this Item 7.01 by
reference.
The information in this Item 7.01, including Exhibits 99.1 and 99.2
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; development of an industry standard or
currency; retirement of debt; improvements in liquidity and
financial flexibility; shareholder approval; revenue, margin and
adjusted earnings before interest, taxes, depreciation and
amortization (“EBITDA”) performance; 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
the requisite shareholder approvals, failure to obtain required
customer, vendor or debtholder 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.
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