Ascent Capital Group, Inc. (NASDAQ: ASCMA) (“Ascent”) announced
today that it is extending the expiration time of its previously
announced cash tender offer (the “Offer”) to purchase any and all
of its outstanding 4.00% Convertible Senior Notes due 2020 (the
“Notes”), made pursuant to the terms and conditions as set forth in
the offer to purchase (the “Offer to Purchase”) and the related
notice of guaranteed delivery (the “Notice of Guaranteed
Delivery”), each dated February 19, 2019 (the Offer to Purchase
together with the Notice of Guaranteed Delivery, the “Offer
Documents”).
The expiration time applicable to the Offer has
been extended from 5:00 p.m., New York City Time, on February 25,
2019 to 5:00 p.m., New York City Time, on March 4, 2019, unless
further extended or earlier terminated as described in the Offer to
Purchase (such time and date, as the same may be further extended
or earlier terminated, the “Expiration Time”).
Holders of Notes who validly tender (and do not
validly withdraw) their Notes prior to the Expiration Time, or who
comply with the procedures for guaranteed late delivery in
accordance with the instructions described in the Offer Documents,
will be eligible to receive, in cash, the purchase price of $710.32
for each $1,000 principal amount of Notes that are accepted for
payment pursuant to the Offer, plus accrued and unpaid interest
thereon from the last interest payment date up to, but not
including, the initial settlement date, which is expected to be
March 5, 2019 (the “Settlement Date”). The payment date for
any Notes tendered pursuant to a Notice of Guaranteed Delivery
would be on March 7, 2019, but payment of accrued and unpaid
interest on such Notes will only be made to, but not including, the
Settlement Date.
Tendered Notes may be validly withdrawn at any
time (i) prior to the Expiration Time and (ii) after the 60th
business day after the commencement of the Offer if for any reason
the Offer has not been consummated within 60 business days after
commencement.
The Offer Documents set forth the complete terms
and conditions of the Offer. Except as described in this news
release, the terms and conditions of the Offer remain the same as
set forth in the Offer Documents.
The Offer is subject to the satisfaction of the
conditions to the Offer set forth in the Offer to Purchase. The
Offer is not conditioned upon any minimum amount of Notes being
tendered. Ascent reserves the right to amend or waive any of
these conditions, in whole or in part, at any time or from time to
time before the Settlement Date, in its sole discretion. Ascent
reserves the right to extend, terminate or withdraw the Offer or
amend, modify or waive at any time, or from time to time, the terms
of the Offer, subject to applicable law. There is no
assurance that the Offer will be subscribed for in any amount.
Ascent has retained D.F. King & Co., Inc. to
serve as the tender agent and information agent for the Offer.
D.F. King & Co., Inc. has advised Ascent
that, as of 5:00 p.m., New York City Time on February 25, 2019,
holders of an aggregate of $1,037,000 principal amount of the
Notes, representing approximately 4.91% of the aggregate
outstanding principal amount of the Notes, have validly tendered
and not validly withdrawn their Notes in the Offer.
Requests for copies of the Offer Documents
should be directed to D.F. King & Co., Inc. by calling (800)
820-2416 or, for banks and brokers, (212) 269-5550, or emailing
ascent@dfking.com. Copies of the Offer to Purchase and Notice of
Guaranteed Delivery are also available at the following web
address: http://www.dfking.com/ascent
Neither Ascent, the tender agent, the
information agent, the trustee for the Notes nor the affiliates of
any of them makes any recommendation to any holder whether to
tender or refrain from tendering any or all of such holder’s Notes,
and none of them have authorized any person to make any such
recommendation. Each holder is urged to evaluate carefully all
information in the Offer Documents and consult its own investment
and tax advisors. Each holder must make its own decision as to
whether to tender its Notes, and, if so, the principal amount of
the Notes as to which action is to be taken.
This press release shall not constitute an offer
to purchase nor a solicitation of an offer to sell the Notes or any
other securities, nor shall there be any offer, solicitation or
sale of the Notes or any other securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful. 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 Offer 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 or, in each case, their negative or other
variations or comparable terminology 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 Ascent to satisfy the conditions
to the settlement of the Offer, general market and economic
conditions, changes in law and government regulations and other
matters affecting the business of Ascent. These forward-looking
statements speak only as of the date of this press release, and
Ascent expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking
statement contained herein to reflect any change in Ascent’s
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 Ascent, including
the most recent Forms 10-K and 10-Q for additional information
about Ascent and about the risks and uncertainties related to
Ascent's 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 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 over 900 thousand residential
and commercial customers through highly responsive, simple security
solutions backed by expertly trained professionals. The Company 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. For more information on Ascent,
see http://ir.ascentcapitalgroupinc.com.
Contact:Erica Bartsch Sloane
& Company212-446-1875ebartsch@sloanepr.com
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