Comscore Completes $80.8M Recapitalization Transaction

Comscore completed its recapitalization transaction with its preferred stockholders on December 29, following approval by the Company's common stockholders at a special meeting held on December 19. As part of the closing, each preferred stockholder exchanged its 31,928,301 Series B preferred shares for 3,286,825 shares of common stock and 4,223,621 shares of a new Series C preferred stock of the Company. In aggregate, the Company issued 9,860,475 shares of common stock and 12,670,863 shares of Series C preferred stock in the transaction, and all shares of Series B preferred stock were eliminated. Reflecting the closing date of December 29, the recapitalization implied the exchange of $80.8M of existing liquidation preference for common stock at an effective price of $8.19 per share, a nearly 50% premium to the 90-day VWAP of $5.465 per share as of the transaction signing date and $183.7M of remaining liquidation preference for Series C preferred stock at a price of $14.50 per share. The new preferred stock is convertible into common stock at an initial rate of 1:1 and will pay no annual dividends. The transaction also eliminated the preferred stockholders' previous right to a special dividend of at least $47M.