COMSCORE, INC. 8-K

What Happened comScore, Inc. announced on May 27, 2026 that it entered into and closed an Equity Purchase Agreement with Flix Buyer Inc. (an affiliate of Advaya Capital) to sell its box office measurement, reporting and analytics business and its Hollywood Software business (the "Movies Business"), including 100% of Rentrak, LLC, for an aggregate base purchase price of $70.0 million in cash (subject to customary adjustments). The transaction closed the same day the agreement was signed.

In connection with the sale, comScore used part of the transaction proceeds to repay in full approximately $40.1 million outstanding under its Credit Agreement (originally dated December 31, 2024) with Blue Torch Finance LLC, resulting in termination of that credit facility and related guarantees, liens and security interests. The Purchase Agreement includes customary representations, warranties and covenants, a five‑year limited non‑compete/non‑solicit restriction on comScore and its subsidiaries (subject to exceptions), and transitional services agreements for a limited period post‑closing.

Key Details

• Buyer: Flix Buyer Inc. (affiliate of Advaya Capital); Closing Date: May 27, 2026.
• Sale price: $70.0 million in cash (subject to customary post‑closing adjustments).
• Debt repayment: ~ $40.1 million used to fully repay and terminate comScore’s Credit Agreement with Blue Torch Finance LLC.
• Post‑closing covenants: 5‑year non‑compete and non‑solicit restrictions; transition services agreements in place.

Why It Matters For investors, the deal removes comScore’s Movies Business (including the Rentrak asset) from the company and immediately provides cash proceeds that were used to eliminate the company’s outstanding credit facility, reducing leverage and terminating associated liens. The filing also notes multi‑year covenants that may limit comScore’s ability to re‑enter the sold business. Unaudited pro forma financial statements reflecting the transaction were filed as Exhibit 99.1 to the 8‑K.