As previously announced, on July 3, 2019, Ascent Capital Group,
Inc. (“Ascent”) (NASDAQ: ASCMA) has voluntarily notified The Nasdaq
Stock Market LLC (“NASDAQ”) of its intent to withdraw its Series A
common stock, par value $0.01 per share (the “Series A common
stock”), from listing on the NASDAQ Global Select Market. Ascent
today announced that it supplemented its initial notice with
information regarding the July 1, 2019 deficiency notice described
below.
On July 15, 2019, following a ten-day period that commences
after Ascent provided notice of its intent to delist to NASDAQ,
Ascent intends to file with NASDAQ and the U.S. Securities and
Exchange Commission (the “SEC”), a Form 25 relating to the
delisting of its Series A common stock. It is anticipated
that the delisting will become effective on July 25, 2019, ten days
after the filing date of the Form 25, and its Series A common stock
will no longer trade on NASDAQ effective on such date. Ascent
expects its Series A common stock to be quoted and traded on the
OTC Markets promptly after the effectiveness of the delisting from
NASDAQ, although it cannot assure that this will be the case.
Ascent does not expect the NASDAQ delisting or SEC
deregistration to adversely affect Ascent’s business operations or
the pending restructuring of its wholly owned subsidiary,
Monitronics International, Inc. (“Monitronics”) under Chapter 11 of
the U.S. Bankruptcy Code (the “Chapter 11 Cases”), nor does Ascent
believe that the delisting will adversely impact Ascent’s proposed
participation in the restructuring of Monitronics, including the
proposed merger (the “Merger”) of Ascent into Monitronics.
As previously disclosed, on November 26, 2018, Ascent received
notification from the Listing Qualifications Department of NASDAQ
that the market value of the publicly held shares (“MVPHS”) of
Ascent’s Series A common stock for the last 30 consecutive business
days was less than $15 million, which is the minimum market value
of publicly held shares (the “MVPHS Requirement”) necessary to
qualify for continued listing on the Nasdaq Global Select Market
under NASDAQ Listing Rule 5450(b)(3)(C). The letter further
indicated that Ascent had a grace period through May 28, 2019 to
regain compliance with the MVPHS Requirement. Because Ascent
did not regain compliance with the MVPHS Requirement before the
grace period expired, it received a letter from NASDAQ on May 29,
2019, that Ascent’s Series A common stock would be delisted, absent
an appeal by Ascent to stay the delisting.
Ascent originally intended to appeal NASDAQ’s determination to
delist Ascent’s Series A common stock at a hearing scheduled for
August 1, 2019 (the “August Hearing”), and Ascent’s management and
Board of Directors (the “Board”) assessed possible actions to
regain compliance with the MVPHS Requirement, and carefully
reviewed and considered a number of factors, including Ascent’s
current financial condition and the pendency of the restructuring
of its wholly-owned subsidiary, Monitronics. Following such
assessments, the Board, with the support and recommendation of
Ascent’s management, has concluded that the significant
expenditures of time and resources necessary to regain compliance
with the MVPHS Requirement and to prepare for the August Hearing,
when considered together with the tenuous uncertainty of Ascent’s
ability to present a plan satisfactory to NASDAQ for regaining
compliance, would not be in the best interests of Ascent’s
stockholders and that all such resources could be better focused on
Monitronics’ pending restructuring. For such reasons, the
Board has determined to voluntarily delist the Series A common
stock from NASDAQ.
Shares of Ascent’s Series B common stock are currently quoted on
the OTC Markets under the symbol “ASCMB,” where Ascent expects they
will remain quoted.
On July 1, 2019, Ascent received a written notice from NASDAQ
notifying Ascent that the NASDAQ staff reviewed the July 1, 2019
press release in which Monitronics announced the filing of the
Chapter 11 Cases and the proposed Merger concurrent with the
completion of the restructuring of Monitronics, and determined,
pursuant to NASDAQ’s discretionary authority under Listing Rule
5101, that the continued listing of Ascent’s Series A common stock
was unwarranted and that this matter also serves as a basis for
delisting the Series A common stock.
The deficiency notice states that the Nasdaq Hearings Panel
would consider this matter at the August Hearing and that Ascent
should present its views with respect to this additional deficiency
at the August Hearing. As discussed above, Ascent has determined
that it would be in the best interests of Ascent’s stockholders to
focus on Monitronics’ pending restructuring and therefore the Board
has determined to voluntarily delist the Series A common stock from
NASDAQ.
Forward Looking Statements
This communication includes certain forward-looking statements
within the meaning of the Private Securities Litigation Reform Act
of 1995. All statements other than statements of historical fact
are, or may be deemed to be, forward-looking statements.
Forward-looking statements are statements of future expectations
that are based on management’s current expectations and assumptions
and involve known and unknown risks and uncertainties and
projections of results of operations or of financial condition or
forecasts of future events that could cause actual results,
performance or events to differ materially from those expressed or
implied in these statements. Words such as “could,” “will,” “may,”
“assume,” “forecast,” “position,” “predict,” “strategy,” “expect,”
“intend,” “plan,” “estimate,” “anticipate,” “believe,” “project,”
“budget,” “potential,” “forward” or “continue” and similar
expressions are used to identify forward-looking statements.
Without limiting the generality of the foregoing, forward-looking
statements contained in this communication include statements
concerning management’s expectations of plans, strategies,
objectives, growth and anticipated financial and operational
performance, financial prospects; anticipated sources and uses of
capital; the transactions contemplated by the previously announced
restructuring support agreement (the “Support Agreement”),
including the proposed merger of Ascent and Monitronics (the
“proposed merger”) and the restructuring of Monitronics, including
the expected benefits of these transactions, quotation of
Monitronics common stock on the OTC Markets following the
restructuring and proposed merger, the delisting of Ascent’s Series
A common stock from the NASDAQ, quotation of Ascent’s common stock
on the OTC Markets, business strategies, anticipated sources and
uses of capital, future financial prospects and other matters that
are not historical facts. 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, risks related to the
voluntary NASDAQ delisting and SEC deregistration, the inability to
complete the proposed merger due to the failure to obtain the
requisite approvals or the failure to satisfy other conditions to
completion of the proposed merger, including that a governmental
entity may prohibit, delay or refuse to grant approval for the
consummation of the proposed merger, the bankruptcy plan of
Monitronics, or the restructuring; risks related to disruption of
management’s attention from ongoing business operations due to the
proposed merger, the Chapter 11 Cases filed by Monitronics and its
domestic subsidiaries or the restructuring; and the effects of
future litigation, including litigation relating to the proposed
merger, the Chapter 11 Cases or the restructuring. Forward-looking
statements can be affected by assumptions used or by known or
unknown risks or uncertainties. Consequently, no forward-looking
statements can be guaranteed. These forward-looking statements
speak only as of the date of this communication, 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 Ascent's or
Monitronics’ 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 and
Monitronics, including the most recent Forms 10-K and 10-Q for
additional information about Ascent and Monitronics and about the
risks and uncertainties related to Ascent's and Monitronics’
respective business which may affect the statements made in this
communication.
Additional Information
Nothing in this communication shall constitute a solicitation to
buy or an offer to sell any securities of Ascent or Monitronics.
Ascent stockholders and other investors are urged to read the proxy
statement/prospectus forming a part of the Registration Statement
on Form S-4 regarding the proposed merger of Ascent and Monitronics
and any other relevant documents that have been filed with the SEC,
as well as any amendments or supplements to those documents,
because they will contain important information about the proposed
merger and the transactions contemplated by the Support Agreement.
Copies of Ascent’s and Monitronics’ SEC filings are available free
of charge at the SEC’s website (http://www.sec.gov). Copies of the
filings together with the materials incorporated by reference
therein will also be available, without charge, by directing a
request to Monitronics International, Inc., 1990 Wittington Place,
Farmers Branch, TX, Telephone: (972) 243-7443, or to Ascent Capital
Group, Inc., 5251 DTC Parkway. Suite 1000, Greenwood Village, CO
80111, Telephone: (303) 628-5600.
Participants in the Solicitation
The directors and executive officers of Ascent and Monitronics
and other persons may be deemed to be participants in the
solicitation of proxies in respect of any proposals relating to the
proposed merger of Ascent and Monitronics. Information regarding
the directors and executive officers of Ascent is available in
Amendment No. 1 to its Annual Report on Form 10-K for the year
ended December 31, 2018, which has been filed with the SEC, and
certain of its Current Reports on Form 8-K. Information
regarding the directors and executive officers of Monitronics is
set forth in the proxy statement/prospectus forming a part of the
Registration Statement on Form S-4 that has been filed with the SEC
regarding the proposed merger and other transactions contemplated
by the Support Agreement. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
is available in the proxy materials regarding the foregoing filed
with the SEC. Free copies of these documents may be obtained as
described in the preceding paragraph.
About Ascent and Monitronics
Ascent Capital Group, Inc. (Nasdaq: ASCMA) is a holding company
whose primary subsidiary is Monitronics, one of the largest home
security and alarm monitoring companies in the U.S. Headquartered
in the Dallas-Fort Worth area, Monitronics secures approximately
900,000 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.
Investor Contact
Erica Bartsch Sloane &
Company212-486-9500ebartsch@sloanepr.com
Media Contact
Sarah RosseletFTI Consulting
Inc.312-428-2638Sarah.Rosselet@fticonsulting.com
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