SCHEDULE 13D/A: Liberty Broadband Adjusts comScore Stake
Beneficial Ownership Amendment
Liberty Broadband Corporation has amended its beneficial ownership in comScore, Inc. by exchanging Series B Preferred Stock for a mix of Series C Preferred Stock and Common Stock, resulting in a 39.3% stake.
Summary
- Liberty Broadband Corporation (Reporting Person) exchanged 31,928,301 shares of comScore, Inc.'s Series B Convertible Preferred Stock.
- The exchange resulted in Liberty Broadband receiving 4,223,621 shares of new Series C Convertible Preferred Stock and 3,286,825 shares of Common Stock.
- The Series C Preferred Stock is convertible into Common Stock on a one-to-one basis.
- Liberty Broadband now beneficially owns 7,510,446 shares of comScore Common Stock, representing approximately 39.3% of the outstanding shares.
- This calculation is based on 5,015,664 Common Stock outstanding as of November 3, 2025, 4,223,621 shares underlying Liberty Broadband's Series C Preferred Stock, and 9,860,475 shares issued to stockholders on December 29, 2025.
- A Second Amended and Restated Stockholders Agreement and an amendment to the Registration Rights Agreement were also entered into by comScore, Liberty Broadband, Charter Communications Holding Company, LLC, and Pine Investor, LLC.
Sentiment
Score: 6
Explanation: The filing details a pre-arranged transaction and a board resignation. While the ownership structure changes, the overall impact is neutral to slightly negative due to the board resignation, but the transaction itself was expected.
Positives
- Liberty Broadband maintains a significant ownership stake (39.3%) in comScore, indicating continued strategic interest.
- The conversion to Series C Preferred Stock and Common Stock provides Liberty Broadband with more direct common equity and a new convertible instrument.
Negatives
- Mr. Marty E. Patterson, President and CEO of Liberty Broadband, resigned from comScore's board of directors, potentially reducing direct oversight or influence from Liberty Broadband at the board level.
Risks
- Liberty Broadband's beneficial ownership is subject to certain restrictions contained in the Second Amended and Restated Stockholders Agreement.
- The Reporting Person may change its intentions regarding comScore at any time, including acquiring more securities or disposing of its holdings, which could impact the stock price.
Future Outlook
Liberty Broadband Corporation states that it holds its shares for investment purposes and currently has no present plans for extraordinary corporate transactions, changes in management (beyond the disclosed resignation), or material changes to comScore's capitalization or business structure. However, it reserves the right to change its intentions at any time, including acquiring or disposing of additional securities, based on various factors such as comScore's business prospects, market conditions, and its own liquidity needs.
Management Comments
- The Reporting Person expressly disclaims the existence of any membership in a group with the other Stockholders.
- The shares of Common Stock beneficially owned by the Reporting Person and described in this Statement are being held by the Reporting Person for investment purposes.
Industry Context
This filing reflects a strategic adjustment in a significant investor's stake in a data analytics and measurement company. Such adjustments can be driven by evolving investment strategies, changes in the issuer's performance, or broader market conditions affecting the media and advertising measurement industry. The shift from Series B to Series C preferred and common stock suggests a restructuring of the investment vehicle, potentially for greater flexibility or alignment with current market valuations.
Comparison to Industry Standards
- NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Marty E. Patterson | NA | 2025-12-29 | Resigned from the board of directors of comScore, Inc. effective upon the closing of the stock exchange. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Stockholders Agreement | Entry into a Second Amended and Restated Stockholders Agreement among comScore, Liberty Broadband, Charter Communications Holding Company, LLC, and Pine Investor, LLC, containing provisions relating to the transfer, ownership, and voting of comScore's securities. | 2025-12-29 | Formalizes and potentially updates the governance framework for major stockholders, influencing control and strategic direction. |
| Registration Rights Agreement Amendment | Entry into a First Amendment to Registration Rights Agreement, dated as of March 10, 2021, by and among comScore and other parties. | 2025-12-29 | Modifies the rights of certain stockholders regarding the registration of their shares for public sale, potentially affecting liquidity and future share offerings. |
Legal Proceedings
- NA
Related Party Transactions
- The stock exchange agreement and the Second Amended and Restated Stockholders Agreement involve Liberty Broadband Corporation, Charter Communications Holding Company, LLC, and Pine Investor, LLC, all of whom are significant stockholders of comScore, Inc., indicating related party dealings.
Stakeholder Impact
- Shareholders: The restructuring of Liberty Broadband's stake and the new stockholders agreement could influence perceptions of stability and control. The resignation of a director from a major shareholder might be viewed negatively by some.
- Management: The change in board composition (Patterson's resignation) could alter board dynamics.
Next Steps
- Liberty Broadband Corporation may determine to change its intentions with respect to comScore, Inc. at any time in the future.
- Future actions could include acquiring additional securities of comScore or disposing of all or a portion of its holdings.
Key Dates
| Date | Description |
|---|---|
| 2021-03-10 | Original date of the Registration Rights Agreement. |
| 2023-05-23 | Original filing date of the Schedule 13D by Liberty Broadband Corporation. |
| 2024-07-26 | Filing date of Amendment No. 1 to the Schedule 13D. |
| 2025-09-26 | Date of the previously disclosed Stock Exchange Agreement between Liberty Broadband Corporation and comScore, Inc. |
| 2025-09-30 | Filing date of Amendment No. 2 to the Schedule 13D. |
| 2025-11-03 | Date as of which 5,015,664 shares of Common Stock were outstanding, as reported in comScore's Q3 2025 10-Q. |
| 2025-11-07 | Filing date of comScore's Quarterly Report on Form 10-Q for the quarter ended September 30, 2025. |
| 2025-12-29 | Date of the event requiring this filing; Liberty Broadband exchanged Series B Preferred Stock for Series C Preferred Stock and Common Stock; Mr. Marty E. Patterson resigned from comScore's board; Second Amended and Restated Stockholders Agreement and First Amendment to Registration Rights Agreement were entered into; 9,860,475 shares of Common Stock were issued to stockholders. |
| 2025-12-31 | Signature date of the Schedule 13D/A filing. |
Recommendation
holdThe filing details a pre-arranged restructuring of a major investor's stake and a board resignation, which was an expected outcome of a previously disclosed agreement. While the ownership structure has been adjusted, Liberty Broadband maintains a substantial stake, indicating continued investment interest. There are no immediate new catalysts or significant negative surprises beyond the expected changes. Therefore, a 'hold' recommendation is appropriate as investors should monitor comScore's operational performance and Liberty Broadband's future actions rather than reacting solely to this expected ownership adjustment.
Keywords
comScore, Liberty Broadband, Schedule 13D/A, Beneficial Ownership, Preferred Stock, Common Stock, Stock Exchange Agreement, Corporate Governance, Investment, SEC Filing
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