Item 7.01.
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Regulation FD Disclosure.
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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 Companys expectations, plans and opinions regarding the Transactions; the Companys 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 Companys business, external
market conditions, the impact of the Covid-19 pandemic and related government mandates, and the Companys ability to achieve its expected strategic, financial and operational plans. For additional
discussion of risk factors, please refer to the Companys 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 SECs 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 Companys 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 SECs website at www.sec.gov or free of charge from the Company at www.comscore.com or by directing a request to the Companys Investor Relations team at
press@comscore.com or by calling 646-746-0579.
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