comScore, Inc. (NASDAQ:SCOR) Files An 8-K Other EventsItem 8.01 Other Events.
As previously disclosed, on January 16, 2018 (the “Closing Date”), comScore, Inc. (the “Company”) entered into various agreements with funds affiliated with or managed by Starboard Value LP (collectively, the “Buyers”), providing for, among other things, the issuance and sale to the Buyers of $150,000,000 in aggregate principal amount of senior secured convertible notes (the “Notes”) of the Company, which Notes are convertible into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”).
The conversion price for the Notes (the “Conversion Price”) was to be equal to a 30% premium to the arithmetic average of the volume-weighted average trading prices of the Common Stock on each trading day during the ten consecutive trading days commencing on the Closing Date, subject to a Conversion Price floor of $28.00 per share. In accordance with the foregoing, the Conversion Price has been set at $31.29.
Based upon the determination of the Conversion Price, interest on the Notes will accrue at 6.0% per year through January 30, 2019. On each of January 30, 2019, January 30, 2020 and February 1, 2021 (each, an “Interest Reset Date”), the interest rate on the Notes will reset, and interest will thereafter accrue at a minimum of 4.0% per year and a maximum of 12.0% per year, based upon the then-applicable conversion premium (the “Conversion Premium”). The Conversion Premium is obtained by dividing (x) the Conversion Price by (y) the arithmetic average of the volume-weighted average trading prices of the Common Stock on each trading day during the ten consecutive trading days immediately preceding the applicable Interest Reset Date. The interest rate shall then be determined in accordance with the table immediately below.
|
IftheConversionPremium (asof theapplicableInterestReset Date) is: |
ThentheInterestRatefrom theapplicableInterestReset Date until the next subsequentInterestReset Date shall be: |
|
1.0 or less |
4.0% |
|
1.05 |
4.3% |
|
1.10 |
4.7% |
|
1.15 |
5.0% |
|
1.20 |
5.3% |
|
1.25 |
5.7% |
|
1.30 |
6.0% |
|
1.35 |
8.0% |
|
1.40 |
10.0% |
|
1.45 orhigher |
12.0% |
If the Conversion Premium is between two Conversion Premium amounts in the table above, the interest rate will be determined by straight-line interpolation between the interest rates set forth for the higher and lower Conversion Premium amounts.
In connection with the determination of the initial interest rate on the Notes as provided above, the Company and the Buyers also determined the premium (the “Make-Whole Change of Control Premium”) payable to holders of the Notes per $1,000 principal amount of Notes redeemed in the event of a Make-Whole Change of Control (as defined in the Notes). The Make-Whole Change of Control Premium is determined by multiplying the applicable Make-Whole Stock Price (as defined below) by the amount set forth in the table below, with such amount corresponding to the date of the Make-Whole Change of Control occurring after the date in the first column but prior to the date, if any, on the immediately following row of the first column.
|
Date |
Make-Whole Stock Price |
||||||||||||||||||||||
|
$ |
20.00 |
$ |
23.62 |
$ |
25.00 |
$ |
28.50 |
$ |
30.00 |
$ |
31.29 |
$ |
35.00 |
$ |
37.05 |
$ |
40.00 |
$ |
45.00 |
$ |
50.00 |
$ |
55.00 |
|
January5, 2018 |
5.32 |
6.19 |
6.20 |
7.44 |
7.67 |
8.65 |
6.79 |
6.00 |
5.08 |
3.95 |
2.89 |
2.10 |
|||||||||||
|
January7, 2019 |
4.21 |
5.10 |
5.21 |
6.49 |
7.15 |
7.71 |
5.87 |
5.10 |
4.23 |
3.17 |
2.26 |
1.62 |
|||||||||||
|
January7, 2020 |
3.21 |
3.96 |
4.13 |
5.34 |
5.96 |
6.50 |
4.64 |
3.89 |
3.06 |
2.11 |
1.40 |
0.94 |
|||||||||||
|
January7, 2021 |
2.37 |
2.82 |
3.01 |
4.06 |
4.60 |
5.07 |
3.09 |
2.28 |
1.36 |
0.00 |
0.00 |
0.00 |
|||||||||||
|
January5, 2022 |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
0.00 |
The Make-Whole Stock Price means, for any Make-Whole Change of Control: (A) if the holders of Common Stock receive only cash in consideration for their shares of Common Stock in such Make-Whole Change of Control, the amount of cash paid per share of Common Stock in such Make-Whole Change of Control; and (B) in all other cases, the arithmetic average of the closing sale prices for the five consecutive trading days ending on, and including, the trading day immediately before the effective date of such Make-Whole Change of Control. The exact Make-Whole Stock Price or Change of Control Redemption Date may not be set forth in the table above. In such case, if the Make-Whole Stock Price is between two such amounts in the table or the Change of Control Redemption Date is between two Change of Control Redemption Dates in the table, the applicable value will be determined by straight-line interpolation between the applicable value set forth for the higher and lower Make-Whole Stock Prices and the earlier and later Change of Control Redemption Dates, as applicable, based on a 365-day year.
About comScore, Inc. (NASDAQ:SCOR)
comScore, Inc. is a cross-platform measurement company. The Company provides independent data, metrics, products and services to clients in the media, advertising and marketing industries. The Company delivers digital media analytics that help content owners and advertisers understand the composition of consumer media audiences, and also helps marketers understand the performance and effectiveness of advertising targeted at these audiences. The Company measures what people do as they navigate the digital world across multiple technology platforms and devices, including smartphones, tablets, televisions and desktop computers. The Company’s technology measures consumer interactions with digital media, including Websites, applications, video programming and advertising. Its solutions include Audience Analytics, Activation, Advertising Analytics and Movies Worldwide. The Company’s Audience Analytics products include MMX, Video Metrix, Mobile Metrix, qSearch and OnDemand Essentials.