Ascent Capital Group Announces Early Results and Extension of Early Tender Time for Monitronics Exchange Offer
November 20 2018 - 7:28PM
Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) today
announced that as of 5:00 p.m., New York City time, on November 19,
2018, holders of $469,957,000 aggregate principal amount of 9.125%
Senior Notes due 2020 (the “Old Notes”) of Monitronics
International, Inc., a wholly owned subsidiary of Ascent
(“Monitronics”), representing approximately 80.33% of the
outstanding aggregate principal amount of the Old Notes, had been
validly tendered and not validly withdrawn pursuant to Monitronics’
previously announced offer to exchange up to $585,000,000 aggregate
principal amount of Monitronics’ new 5.500%/6.500% Senior Secured
Second Lien Cashpay/PIK Notes due 2023 (the “New Notes”) to be
issued for validly tendered (and not validly withdrawn) Old Notes
and, in conjunction with the exchange offer, a solicitation of
consents by Monitronics to certain proposed amendments to the
indenture governing the Old Notes.
Monitronics has extended the early tender time
of the Old Notes until 11:59 p.m., New York City time, on December
10, 2018 (the “Early Tender Time”). Holders of Old Notes who
validly tender prior to the Early Tender Time will receive $1,000
principal amount of New Notes per $1,000 principal amount of such
Old Notes validly tendered and not validly withdrawn.
Monitronics has received consents from the
holders of greater than a majority of the outstanding principal
amount of Old Notes and will enter into the supplemental indenture
giving effect to the proposed amendments, which will become
operative when Monitronics accepts the validly tendered Old Notes
for purchase and notifies the trustee that such Old Notes have been
accepted for purchase.
The withdrawal deadline of 5:00 p.m., New York
City time, on November 19, 2018 has passed and tendered Old Notes
may no longer be validly withdrawn except for under the limited
circumstances described in the offering memorandum for the exchange
offer.
Consummation of the exchange offer is
conditioned upon the satisfaction or waiver of the conditions
specified in the offering memorandum. The exchange offer and the
consent solicitation may be amended, extended, terminated or
withdrawn by Monitronics for any reason in its sole discretion.
The New Notes have not been and will not be
registered under the Securities Act of 1933, as amended (the
“Securities Act”) or the securities laws of any other jurisdiction
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements of the Securities Act or in any other jurisdiction
absent registration or an applicable exemption from the
registration requirements of the securities laws of such other
jurisdiction.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy the New Notes or any
other securities, nor shall there be any offer, solicitation or
sale of the New Notes or any other securities in any state or other
jurisdiction in which such an offer, solicitation or sale would be
unlawful.
D.F. King & Co., Inc. is acting as the
exchange agent and information agent for the exchange offer and the
consent solicitation. Requests for the offering documents from
“Eligible Holders” may be directed to D.F. King & Co., Inc. and
holders of the Old Notes may complete and submit a letter of
eligibility online at www.dfking.com/monitronics or by e-mail
to monitronics@dfking.com or by phone at (212) 269-5550 (for
brokers and banks) or (877) 674-6273 (for all others).
None of Ascent, Monitronics, their subsidiaries
or any other person makes a recommendation as to whether holders of
the Old Notes should tender their Old Notes pursuant to the
exchange offer or deliver consents pursuant to the consent
solicitation. Each holder must make its own decision as to whether
to tender its Old Notes and to deliver consents, and, if so, the
principal amount of the Old Notes as to which action is to be
taken.
Forward Looking Statements
This press release includes certain
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995, including statements
about the issuance of the New Notes and other matters that are not
historical facts. Words such as “believes,” “estimates,”
“anticipates,” “intends,” “expects,” “projects,” “plans,” “seeks”
“may,” “will,” “should,” and similar expressions may identify
forward-looking statements. These forward-looking statements
involve many risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
such statements, including, without limitation, the ability of
Monitronics to satisfy the conditions to the settlement of the
exchange offer and the consent solicitation, general market and
economic conditions, changes in law and government regulations and
other matters affecting the business of Monitronics, and the other
risks described in the offering memorandum. These forward-looking
statements speak only as of the date of this press release, and
Ascent and Monitronics expressly disclaim any obligation or
undertaking to disseminate any updates or revisions to any
forward-looking statement contained herein to reflect any change in
their expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.
Please refer to the publicly filed documents of Monitronics,
including the most recent Forms 10-K and 10-Q for additional
information about Monitronics and about the risks and uncertainties
related to Monitronics' business which may affect the statements
made in this press release.
About Ascent and Brinks Home
Security
Ascent Capital Group, Inc. (NASDAQ: ASCMA) is a
holding company whose primary subsidiary, Monitronics, operates as
Brinks Home Security™, one of the largest home security and alarm
monitoring companies in the U.S. Headquartered in the Dallas
Fort-Worth area, Brinks Home Security secures approximately 1
million residential and commercial customers through highly
responsive, simple security solutions backed by expertly trained
professionals. Brinks Home Security has the nation’s largest
network of independent authorized dealers - providing products and
support to customers in the U.S., Canada and Puerto Rico - as well
as direct-to-consumer sales of DIY and professionally installed
products.
Contact:Erica BartschSloane
& Company212-446-1875ebartsch@sloanepr.com
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