Comscore Inc. (NASDAQ: SCOR) shares surged after the company announced a recapitalization agreement with major preferred shareholders: Charter Communications (NASDAQ: CHTR), Liberty Broadband Corporation (NASDAQ: LBRDK), and an affiliate of Cerberus Capital Management.
The deal is designed to simplify Comscore’s balance sheet, cut dividend obligations, and strengthen its market position. It is subject to stockholder approval, including a separate vote by unaffiliated common shareholders.
An independent special committee of Comscore’s board reviewed the plan and unanimously recommended it. The board also voted in favor.
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The recapitalization includes swapping Series B preferred stock for common shares and new Series C preferred shares that carry no dividend, removing more than $18 million in annual obligations.
The agreement calls for exchanging about $80 million in Series B preferred shares for common stock at $8.11 per share, above the company’s recent trading average. Another $183.7 million will convert into Series C preferred stock priced at $14.50 per share.
The new Series C shares can convert into common stock at a one-to-one ratio and eliminate the right to a $47 million special dividend. A stockholder meeting to approve the plan is expected in December 2025.
Chief Executive Officer Jon Carpenter said the recapitalization improves Comscore’s financial flexibility as artificial intelligence reshapes media measurement. “This transaction strengthens Comscore’s foundation for long-term growth,” Carpenter said.
The agreement reduces the board from 10 members to 7 and scales back preferred shareholders’ director rights. Independent oversight will continue, with voting caps and conversion limits designed to balance governance. Goldman Sachs & Co. LLC advised the special committee, with Richards, Layton & Finger, PA serving as legal counsel.
If approved, the recapitalization would result in more than 22 million shares issued on an as-converted basis, giving preferred shareholders nearly 82% of equity. The board said the new structure should improve investor confidence and enhance Comscore’s competitive standing.
Price Action: SCOR shares were trading higher by 29.25% to $7.910 premarket at last check Monday.
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