comScore Announces Financing Arrangements and Provides Business and Financial Update

Under the terms of the financing agreements, which are being filed with the U.S. Securities and Exchange Commission on a Form 8-K, Starboard has purchased the Starboard Notes in exchange for $85 million in cash and 2.6 million shares of comScore common stock, which were valued at $65 million based on a valuation of $25 per comScore share.  The Starboard Notes mature on January 16, 2022.  The interest rate on the Starboard Notes is a minimum of 6% per annum during the first year and a minimum of 4% per annum in subsequent years, in each case subject to increase as described below.  The Starboard Notes are convertible into comScore common stock at a conversion premium of 30% to the volume-weighted average trading prices of comScore's common stock over the ten trading days beginning on the date hereof and ending on January 29, 2018, subject to a conversion price floor of $28 per share.  The interest rate may be increased to a maximum of 12% per year in the event that the conversion premium is more than 30% relative to the average comScore common stock price over the above 10-day period, or under certain other circumstances.  Additional details and a full adjustment schedule are contained in the agreements being filed on the Form 8-K.  The interest payable at each interest payment date may be paid in cash or paid-in-kind with shares of comScore common stock, at the option of comScore.  

The Starboard Notes are guaranteed by certain of the Company's direct and indirect wholly-owned domestic subsidiaries, and are secured by a first lien security interest on comScore's and the guarantors' assets, subject to certain exceptions.

comScore also has the right to conduct a rights offering for up to $150 million of the Rights Offering Notes following the filing of its 2017 Form 10-K. The terms of the Rights Offering Notes will be substantially similar to those of the Starboard Notes, with certain exceptions.  All of the Company's shareholders, including Starboard, would be eligible to participate in the rights offering, and participants would be able to elect to have up to 30% of the value of the Rights Offering Notes they subscribe for delivered in exchange for shares of comScore common stock.  Starboard has agreed to backstop the rights offering by purchasing up to $100 million of additional Starboard Notes to the extent that Rights Offering Notes are not purchased by other shareholders. In the event that the rights offering is oversubscribed, Rights Offering Notes would be allotted to shareholders on a pro rata basis in accordance with applicable rules of the SEC.

The Company has also granted Starboard an option, exercisable prior to the commencement of the rights offering, to purchase up to an additional $50.0 million of Starboard Notes. The terms of the additional notes would be the same as the Starboard Notes and the exercise of the option would reduce the backstop obligation in the rights offering by an equivalent amount.  If exercised in full, the option can be exercised for a range of $15 million to $35 million of comScore common stock, at Starboard's option, and the balance in cash.  In addition, comScore has agreed to grant Starboard warrants to purchase 250,000 shares of common stock. The Warrants will be exercisable at an exercise price equal to $0.01 per share and will have a five (5)-year term.

The financing provides the Company a minimum of $135 million in cash from the Starboard Notes and other Starboard commitments, and the maximum value of comScore common stock Starboard can exchange is $115 million.    

Jones Day served as the Company's legal advisor in connection with the financing.  Goldman Sachs served as the Company's exclusive placement agent in connection with the sale of the Starboard Notes and as exclusive financial advisor in connection with the Company's analysis and consideration of other financing alternatives.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any Rights Offering Notes, the comScore common stock acquirable on conversion thereof, or other securities described herein, nor shall there be any offer or sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of any such jurisdiction. The rights offering, if made, will only be made by means of a prospectus. When available, copies of the prospectus relating to such offering may be obtained free of charge on the SEC's website at http://www.sec.gov. 

Preliminary Expectations for Select Financial Metrics

The Company is also providing ranges of its preliminary expectations for select financial metrics, including revenue, expenses, and certain balance sheet items, as of and for the nine months ended September 30, 2017 and the year ended December 31, 2016.  All financial information in the below table is unaudited and subject to material change as the Company finalizes its financial and audit review processes relating to 2016 and 2017.

The Company will recognize a charge to earnings of between $10 and $12 million in the fourth quarter of 2017 related to the reductions in workforce announced in December 2017.

Bill Livek, President and Executive Vice Chairman, said, "The preliminary financial results we are disclosing today show that the Company needs to continue to improve profitability and we have already taken strong steps towards achieving this. We are projecting that the workforce reductions we announced as part of a reorganization of our business at the end of last year and other changes we are making internally will reduce annual expenses by over $20 million. We are now focused on re-igniting growth in our most profitable product lines." 

Estimated Selected Balance Sheet Data (Unaudited)	As of 9/30/2017				As of 12/31/2016
	(in 000's)				(in 000's)
Assets	RANGE				RANGE
Current assets:
Cash and cash equivalents	$        54,000	-	$      55,000		$      84,000	-	$      85,000
Restricted cash	8,000	-	9,000		4,000	-	5,000
Marketable securities	13,000	-	14,000		28,000	-	29,000
Other	110,000	-	118,000		119,000	-	125,000
Total current assets	185,000	-	196,000		235,000	-	244,000
Other assets	848,000	-	857,000		883,000	-	890,000
Total	$   1,033,000	-	$ 1,053,000		$ 1,118,000	-	$1,134,000
Liabilities and Stockholders' Equity
Current liabilities (1)	$      278,000	-	$    286,000		$    167,000	-	$    173,000
Other (1)	29,000	-	33,000		37,000	-	41,000
Stockholders' equity	726,000	-	734,000		914,000	- Werbung Mehr Nachrichten zur comScore Inc Aktie kostenlos abonnieren E-Mail-Adresse Bitte überprüfe deine die E-Mail-Adresse. Benachrichtigungen von ARIVA.DE (Mit der Bestellung akzeptierst du die Datenschutzhinweise) -1 Vielen Dank, dass du dich für unseren Newsletter angemeldet hast. Du erhältst in Kürze eine E-Mail mit einem Aktivierungslink. Hinweis: ARIVA.DE veröffentlicht in dieser Rubrik Analysen, Kolumnen und Nachrichten aus verschiedenen Quellen. Die ARIVA.DE AG ist nicht verantwortlich für Inhalte, die erkennbar von Dritten in den „News“-Bereich dieser Webseite eingestellt worden sind, und macht sich diese nicht zu Eigen. Diese Inhalte sind insbesondere durch eine entsprechende „von“-Kennzeichnung unterhalb der Artikelüberschrift und/oder durch den Link „Um den vollständigen Artikel zu lesen, klicken Sie bitte hier.“ erkennbar; verantwortlich für diese Inhalte ist allein der genannte Dritte. Andere Nutzer interessierten sich auch für folgende News 25.04.24 - PR Newswire Moonpig Group Plc - Holding(s) in Company 25.04.24 - PR Newswire Samson Rock Capital LLP - Form 8.3 - Wincanton Plc 25.04.24 - PR Newswire Samson Rock Capital LLP - Form 8.3 - Shanta Gold Ltd SolarBank    Wie die Revolution der sauberen Energie eine solide Investitionsmöglichkeit bieten könnte weiterlesen» Anzeige wo-site-teaser-box-16755_site-teaser-box_2024-04-25_09%253A00%253A00_2024-04-26_09%253A00%253A59