Monitronics International Announces Termination of Existing Exchange Offers
December 24 2018 - 4:05PM
Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) today
announced that its wholly owned subsidiary, Monitronics
International, Inc. (“Monitronics”), terminated each of (i) the
offer previously announced on November 5, 2018 to exchange
Monitronics’ 5.500%/6.500% Senior Secured Second Lien Cashpay/PIK
Notes due 2023 (the “New Notes”) for validly tendered (and not
validly withdrawn) Monitronics’ 9.125% Senior Notes due 2020 (the
“Old Notes”) and (ii) the offer previously announced on December
11, 2018, to exchange New Notes for Old Notes (such offers, the
“Terminated Exchange Offers”).
In conjunction with the termination of the
Terminated Exchange Offers, the related solicitations of consents
by Monitronics to certain proposed amendments (the “Proposed
Amendments”) to the indenture governing the Old Notes have also
been terminated (such solicitations, the “Terminated Consent
Solicitations”). Monitronics has executed a supplemental indenture
giving effect to the Proposed Amendments, but the Proposed
Amendments therein will not become operative.
Each of the Terminated Exchange Offers and
Terminated Consent Solicitations was set to expire at 11:59 p.m.,
New York City time, on January 10, 2019. As a result of the
termination of the Terminated Exchange Offers, no Old Notes will be
accepted for purchase and no consideration will be paid or become
payable to holders of Old Notes who have tendered their Old Notes
in either of the Terminated Exchange Offers. All Old Notes
previously tendered and not withdrawn will be promptly returned or
credited back to their respective holders. This press release
confirms the formal termination of each of the Terminated Exchange
Offers and each of the Terminated Consent Solicitations referenced
above.
General
D.F. King & Co., Inc. acted as the Exchange
Agent and Information Agent for the Terminated Exchange Offers and
the Terminated Consent Solicitations. Holders of Old Notes with
questions regarding the termination of the Terminated Offers and
Terminated Consent Solicitations may direct such questions to D.F.
King & Co., Inc. 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).
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 Terminated Exchange Offers and Terminated Consent
Solicitations 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
general market and economic conditions, changes in law and
government regulations and other matters affecting the business of
Monitronics. 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 SecurityTM, 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 Bartsch Sloane
& Company212-446-1875ebartsch@sloanepr.com
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