COMSCORE, INC. Item 1.01 Entry into a Material Definitive Agreement
Series B Convertible Preferred Stock Purchase Agreements
On
The board of directors of the Company (the "Board") has (a) determined that it is in the best interests of the Company and its stockholders (the "Company Stockholders") that the Company enter into the Purchase Agreements and the other Transaction Documents and consummate the Transactions and the other transactions contemplated thereby on the terms and subject to the conditions set forth therein, (b) approved and declared advisable the Purchase Agreements, the other Transaction Documents, the Transactions and the other transactions contemplated thereby on the terms and subject to the conditions set forth therein, (c) resolved to recommend that the Company Stockholders approve the Transactions and adopt the Certificate of Amendment (as defined below) and (d) directed that the Transactions and the Certificate of Amendment be submitted to the Company Stockholders for approval.
Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Purchase Agreements.
Conditions to the Closing
The Closing is subject to various customary mutual closing conditions,
including, among others, (a) approval of the Transactions by the affirmative
vote of the majority of shares of common stock, par value
Item 3.02. Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The securities of the Company that will be issued as part of the Transactions will not initially be registered under the Securities Act in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item 3.03. Material Modification to Rights of Security Holders.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
In connection with the Transactions contemplated under the Purchase Agreements,
the Company has approved an award of
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"Letter Agreement"), which award is contingent upon the successful completion of
the Transactions. Subject to equitable adjustment in a manner similar to that
contemplated under the Purchase Agreements, this
The Company also approved the grant of certain compensatory awards, which will be subject to and effective upon the Closing, for the executive officers listed below (the "Executives"). These awards are expected to be granted in the form of RSUs under the Plan and are intended both to reward the Executives for their efforts in contributing to a successful completion of the Closing and to ensure the retention and continued focus of the Executives following the Closing. These awards have been approved for the Executives in the amounts listed below, with the number of RSUs for each Executive being determined by dividing the amounts below by the Share Price.
Name Title Amount ($)
The Executives' RSUs will vest as to one-third on each of the first three anniversaries of the Closing, subject to the applicable Executive's continued service through each vesting date, with accelerated vesting for certain qualifying terminations of employment.
Item 5.03. Amendment to Articles of Incorporation or Bylaws, Change in Fiscal
Year.
To create the Series B Preferred Stock that will be issued as part of the Transactions under the Purchase Agreements and to have a sufficient number of authorized shares of Common Stock available into which such shares of Series B Preferred Stock may be converted, the Company will execute and file the Certificate of Designations and a Certificate of Amendment to Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment"). The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On
The information in Exhibit 99.1 shall not be deemed "filed" for purposes of
Section 18 of the Exchange Act, nor shall it be incorporated by reference in any
filing under the
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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 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 the Requisite Stockholder 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
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
The Proxy Statement, any amendments or supplements thereto and other relevant
materials, and any other documents filed by the Company with the
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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Series B Convertible Preferred Stock Purchase Agreement, dated
as of January 7, 2021 , by and between comScore , Inc. and Charter
Communications Holding Company, LLC
10.2 Series B Convertible Preferred Stock Purchase Agreement, dated
as of January 7, 2021 , by and between comScore , Inc. and Qurate
Retail, Inc.
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Exhibit
No. Description
10.3 Series B Convertible Preferred Stock Purchase Agreement, dated as
of January 7, 2021 , by and between comScore , Inc. and Pine
Investor, LLC
10.4 Agreement, dated as of January 7, 2021 , by and among comScore,
Inc. and certain funds affiliated with or managed by Starboard
Value LP
99.1 Press Release, dated January 7, 2021
101.INS XBRL Instance Document - the instance document does not appear in
the Interactive Data File because its XBRL tags are embedded within
the Inline XBRL document
101.SCH Inline XBRL Taxonomy Extension Schema Document
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File - the cover page iXBRL tags are
embedded within the Inline XBRL document
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