Ascent Capital Group, Inc. (NASDAQ: ASCMA) (“Ascent”) announced
today that it is amending the terms 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, to (i) increase the purchase price that it
is offering for the outstanding Notes that are accepted for payment
pursuant to the Offer from $710.32 for each $1,000 principal amount
of Notes, plus accrued and unpaid interest thereon, to $950.00 for
each $1,000 principal amount of Notes with no accrued and unpaid
interest to be payable and (ii) further extend the expiration time
of the Offer from 5:00 p.m., New York City Time, on March 25, 2019
to 5:00 p.m., New York City Time, on March 29, 2019, unless
extended or earlier terminated as described in the Offer to
Purchase (such time and date, as the same may be extended or
earlier terminated, the “Expiration Time”). For the avoidance of
doubt, no accrued interest will be payable in respect of any Notes
that are accepted for payment pursuant to the Offer.
Ascent also announced that holders of
approximately $18,554,000 in aggregate principal amount of the
Notes, representing approximately 87.9% of the aggregate
outstanding principal amount of the Notes, have entered into
transaction support agreements with Ascent, pursuant to which such
holders have agreed to tender or cause to be tendered all Notes
held by such holders.
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 to Purchase
and the Notice of Guaranteed Delivery, will be eligible to receive,
in cash, the purchase price of $950.00 for each $1,000 principal
amount of Notes that are accepted for payment pursuant to the
Offer, and no accrued interest will be payable in respect of any
Notes that are accepted for payment pursuant to the Offer. The
initial settlement date is expected to be April 1, 2019 (the
“Settlement Date”). The payment date for any Notes tendered
pursuant to a Notice of Guaranteed Delivery would be on April 3,
2019.
Tendered Notes may be validly withdrawn at any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 to Purchase and the Notice of
Guaranteed Delivery set forth the complete terms and conditions of
the Offer, as amended as described in this news release. Except as
described in this news release, the terms and conditions of the
Offer remain the same as set forth in the Offer to Purchase and the
Notice of Guaranteed Delivery.
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 as
to the total amount for which the Offer will ultimately be
subscribed.
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 March 22, 2019,
holders of an aggregate of $287,000 in principal amount of the
Notes, representing approximately 1.36% 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 to Purchase and
the Notice of Guaranteed Delivery 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 to Purchase and the Notice of Guaranteed
Delivery 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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