Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) today
announced that Ascent and its wholly owned subsidiary, Monitronics
International, Inc. (“Monitronics” and, together with Ascent, the
“Offerors”), launched an offer to exchange (the “Exchange Offer”)
up to (i) an aggregate of $100,000,000 in cash (the “Cash
Consideration Cap”) from Ascent and/or (ii) a combination of (x)
$585,000,000 aggregate principal amount of new Monitronics’
7.750%/3.750% Senior Unsecured Cashpay/PIK Notes due 2023 (the “New
Notes”) and (y) for each $1,000 principal amount of Old Notes (as
defined below) accepted in the Exchange Offer, one warrant
entitling the holder to purchase 2.64 shares of Ascent’s Series A
common stock, par value $0.01 per share (“Ascent Series A Common
Stock”), at an exercise price equal to $5.00 for each whole share,
which, assuming the Exchange Offer is fully subscribed at the high
end of the price range set forth in the table below at or prior to
the Early Tender Time (as defined below) and the Cash Consideration
Cap is reached, would constitute in the aggregate warrants to
purchase up to 1,243,117 shares of Ascent Series A Common Stock,
representing 10.0% of the aggregate shares of Ascent Series A
Common Stock and Ascent’s Series B common stock, par value $0.01
per share, outstanding immediately prior to the launch of the
Exchange Offer and the Consent Solicitation (as defined below) (the
“Warrants”), in each case, for validly tendered (and not validly
withdrawn) Monitronics’ 9.125% Senior Notes due 2020 (the “Old
Notes”) and, in conjunction with the Exchange Offer, a solicitation
(the “Consent Solicitation”) of consents (the “Consents”) by
Monitronics to certain proposed amendments (the “Proposed
Amendments”) to the indenture governing the Old Notes (the “Old
Notes Indenture”). Tenders of Old Notes may be withdrawn and
Consents may be revoked prior to 5:00 p.m., New York City time, on
September 13, 2018 (the “Early Tender Time”), but not thereafter,
subject to limited exceptions, unless such time is extended. The
Exchange Offer will expire at 11:59 p.m., New York City time, on
October 3, 2018 (such time and date, as the same may be extended,
the “Expiration Time”).
The Exchange Offer
Upon the terms and conditions set forth in the
offering memorandum and consent solicitation statement (the
“Offering Memorandum”), the Offerors are offering Eligible Holders
(as described below) of Old Notes the opportunity to receive either
Cash Consideration (as defined below) up to the Cash Consideration
Cap and/or New Notes and Warrants in exchange for their Old Notes.
The receipt of Cash Consideration will be subject to proration into
New Notes and Warrants, as described below.
The Cash Consideration for each $1,000 principal
amount of Old Notes and integral multiples in excess thereof
(subject to the Cash Consideration Cap) properly tendered (and not
validly withdrawn) will be determined pursuant to a modified “Dutch
Auction.” Each participating holder of Old Notes in the Dutch
Auction will be required to specify the minimum cash consideration
the holder would be willing to receive in exchange for each $1,000
principal amount of Old Notes the holder chooses to exchange in the
Exchange Offer (a “Bid Price”) that it not less than $750.00 nor
greater than $875.00 (such range, the “Accepted Bid Price Range”).
The “Clearing Price” will be determined by consideration of the Bid
Prices of all Old Notes validly tendered (and not validly
withdrawn) in the Dutch Auction, in order of lowest to highest Bid
Prices, up to the Cash Consideration Cap. Pursuant to this
procedure, the Clearing Price in the Dutch Auction will be the
lowest single Bid Price for all tenders of Old Notes that, for all
tenders of Old Notes whose Bid Price is equal to or lower than such
lowest single Bid Price, allows Ascent to purchase an aggregate
amount of Old Notes at the Clearing Price up to the Cash
Consideration Cap. If the Cash Consideration Cap would not be
exceeded by all Old Notes tendered as of the Early Tender Time with
Bid Prices specified within the Accepted Bid Price Range, then the
Clearing Price will be determined based on the bid prices of all
Old Notes tendered as of the Expiration Date within the Accepted
Bid Price Range. On the first business day after the Early Tender
Time, we will announce either (i) the Clearing Price or (ii) that
the Cash Consideration Cap has not been exceeded by all Old Notes
tendered as of the Early Tender Time and, therefore, Eligible
Holders still have the opportunity to participate in the Dutch
Auction by tendering Old Notes prior to the Expiration Time with
Bid Prices specified within the Accepted Bid Price Range.
The following summarizes the material exchange
consideration for each $1,000 aggregate principal amount of Old
Notes that is validly tendered (and not validly withdrawn) by
holders that participate in the Dutch Auction. Participating
holders that validly tender (and do not validly withdraw) Old Notes
prior to the Early Tender Time and do not elect to receive solely
Early Securities Consideration (as defined below) and (x) specify a
Bid Price that is lower than the Clearing Price will receive only
cash consideration from Ascent equal to the Clearing Price for each
$1,000 principal amount of Old Notes that is accepted by Ascent
(the “Cash Consideration”); (y) specify a Bid Price that is equal
to the Clearing Price will receive Cash Consideration for Old Notes
accepted by Ascent and, to the extent the Cash Consideration
payable under this clause (y) would exceed the Cash Consideration
Cap, New Notes equal to the aggregate principal amount of Old Notes
and one Warrant per $1,000 aggregate principal amount of Old Notes
(the “Early Securities Consideration”) for all Old Notes that are
accepted by Monitronics and not purchased by Ascent in the Dutch
Auction, on a pro rata basis; or (z) specify a Bid Price that is
above the Clearing Price will receive only Early Securities
Consideration for all Old Notes that are accepted by Monitronics.
To the extent any Cash Consideration remains unallocated to
participating holders that validly tendered (and did not validly
withdraw) prior to the Early Tender Time and did not elect to
receive solely Early Securities Consideration, participating
holders that tender after the Early Tender Time but prior to the
Expiration Time (and do not elect to receive solely Late Securities
Consideration (as defined below)) at a bid price at or below the
Clearing Price will receive, on a pro rata basis among such late
tenders, cash consideration from Ascent equal to the Clearing Price
less $50.00 (the “Late Cash Consideration”) for each $1,000
principal amount of Old Notes accepted by Ascent, subject to the
Cash Consideration Cap, and a combination of New Notes and Warrants
equal to the Early Securities Consideration less $50.00 principal
amount of New Notes (the “Late Securities Consideration”) for each
$1,000 principal amount of Old Notes that are accepted by
Monitronics and not purchased by Ascent in the Dutch Auction. To
the extent no Cash Consideration remains unallocated to
participating holders that tendered prior to the Early Tender Time
and did not elect to receive solely Early Securities Consideration,
participating holders that tender after the Early Tender Time but
prior to the Expiration Time will receive only Late Securities
Consideration for all Old Notes that are accepted by Monitronics.
To the extent the Cash Consideration Cap is fully or
over-subscribed as of the Early Tender Time, we will allocate all
of the Cash Consideration to holders who have validly tendered and
not withdrawn Old Notes as of the Early Tender Time (and who do not
elect to receive solely Early Securities Consideration), and
holders who validly tender and do not withdraw Old Notes after the
Early Tender Time and on or prior to the Expiration Time will be
eligible to receive only Late Securities Consideration.
Dutch Auction Exchange
Title of Old Notes to be Tendered |
|
CUSIP/ISINNumbers |
|
EarlyTenderTime |
|
Outstanding Principal
Amount(1) |
|
Cash Consideration (Accepted BidPrice
Range)(2)(3) |
|
Late Cash
Consideration(3)(4) |
|
Early Securities
Consideration(5)(6) |
|
Late Securities
Consideration(5)(6) |
9.125%
SeniorNotes due 2020 |
|
609453AG0
/US609453AG02 |
|
5:00
p.m.,New YorkCity time,September13, 2018 |
|
$585,000,000 |
|
$750.00
to$875.00 |
|
CashConsideration less$50.00 |
|
$1,000
aggregateprincipal amountof New Notes andone Warrant |
|
$950
aggregateprincipal amount ofNew Notes andone Warrant |
___________________________________
|
|
|
|
(1) |
|
|
Aggregate principal amount
of Old Notes outstanding as of August 28, 2018. |
(2) |
|
|
The Bid Price you specify
for each $1,000 principal amount of Old Notes must be in increments
of $5.00 per $1,000 principal amount of Old Notes. |
(3) |
|
|
Subject to the Cash
Consideration Cap of $100,000,000. |
(4) |
|
|
Holders of Old Notes that
tender after the Early Tender Time but prior to the Expiration Time
at a Bid Price at or below the Clearing Price will receive the
Clearing Price less $50.00 even though holders of Old Notes that
tender and do not validly withdraw prior to the Early Tender Time
at the same Bid Price will receive the Clearing Price. |
(5) |
|
|
All participating holders
will receive, in cash, accrued and unpaid interest, if any, on
their accepted Old Notes from the last interest payment date to,
but not including, the settlement date for the Exchange Offer (the
“Settlement Date”). |
(6) |
|
|
For each $1,000 principal
amount of Old Notes accepted in the Exchange Offer, Ascent will
issue one Warrant entitling the holder to purchase 2.64 shares of
Ascent Series A Common Stock at an exercise price equal to $5.00
for each whole share. |
|
|
|
|
The following summarizes the material exchange
consideration for each $1,000 aggregate principal amount of Old
Notes that is validly tendered (and not validly withdrawn) by
participating holders that do not participate in the Dutch Auction
and elect to receive solely Early Securities Consideration or Late
Securities Consideration. Participating holders that do not
participate in the Dutch Auction and elect to receive solely Early
Securities Consideration or Late Securities Consideration that
validly tender (x) and do not validly withdraw prior to the Early
Tender Time will receive Early Securities Consideration and (y)
after the Early Tender Time but prior to the Expiration Time will
receive Late Securities Consideration.
Securities-Only Exchange
Title of Old Notes to be Tendered |
|
CUSIP/ISINNumbers |
|
EarlyTenderTime |
|
Outstanding Principal
Amount(1) |
|
Early Securities
Consideration(2)(3) |
|
Late Securities
Consideration(2)(3) |
9.125%Senior Notesdue 2020 |
|
609453AG0
/US609453AG02 |
|
5:00
p.m.,New YorkCity time,September13, 2018 |
|
$585,000,000 |
|
$1,000
aggregateprincipal amount ofNew Notes andone Warrant |
|
$950
aggregateprincipal amount ofNew Notes andone Warrant |
___________________________________
|
|
|
|
(1) |
|
|
Aggregate principal amount
of Old Notes outstanding as of August 28, 2018. |
(2) |
|
|
All participating holders
will receive, in cash, accrued and unpaid interest, if any, on
their accepted Old Notes from the last interest payment date to,
but not including, the Settlement Date. |
(3) |
|
|
For each $1,000 principal
amount of Old Notes accepted in the Exchange Offer, Ascent will
issue one Warrant entitling the holder to purchase 2.64 shares of
Ascent Series A Common Stock at an exercise price equal to $5.00
for each whole share. |
|
|
|
|
The Consent Solicitation
In connection with the Exchange Offer, and on
the terms and subject to the conditions set forth in the Offering
Memorandum, Monitronics is soliciting consents from registered
holders of Old Notes to the Proposed Amendments to the Old Notes
Indenture, which will become effective concurrently with the
Settlement Date subject to receipt of the Requisite Consents (as
defined below). Holders who tender their Old Notes into the
Exchange Offer will be deemed to have submitted their Consent.
The Proposed Amendments would (i) eliminate or waive substantially
all of the restrictive covenants contained in the Old Notes
Indenture and the Old Notes, (ii) eliminate certain events of
default enumerated in the Old Notes Indenture, and (iii) modify or
eliminate certain other provisions contained in the Old Notes
Indenture and the Old Notes, including certain provisions relating
to the obligations of our future subsidiaries to guarantee the Old
Notes, the designation of unrestricted subsidiaries and
defeasance. If the Exchange Offer and the Consent
Solicitation are consummated and the Proposed Amendments are
adopted, Monitronics currently intends to transfer a majority of
its assets, which will include a majority of Monitronics’ primary
revenue generating contracts, to subsidiaries that guarantee or
will guarantee the New Notes but will be designated as
“unrestricted” under the Old Notes Indenture and which would
therefore not guarantee the Old Notes. The Old Notes will thus
become structurally subordinated to all indebtedness (including
such guarantees of the New Notes, Monitronics’ existing senior
secured credit agreement and Monitronics’ senior secured term loan)
and other obligations of such subsidiaries that do not guarantee
the Old Notes.
General
Consummation of the Exchange Offer is
conditioned upon the satisfaction or waiver of the conditions
specified in the Offering Memorandum, including the receipt of
Consents representing at least a majority in principal amount of
Old Notes (the “Requisite Consents”). The Exchange Offer and
the Consent Solicitation may be amended, extended, terminated or
withdrawn by the Offerors for any reason in their sole
discretion.
The Offerors will not receive any cash proceeds
from the Exchange Offer, the Consent Solicitation or the issuance
of the New Notes and the Warrants in connection with the Exchange
Offer. The New Notes will be issued pursuant to an indenture, dated
as of the Settlement Date, among Monitronics, the guarantors party
thereto and U.S. Bank National Association, as trustee. The New
Notes will be fully and unconditionally guaranteed, jointly and
severally, on a senior unsecured basis by each of Monitronics’
restricted subsidiaries, including all of Monitronics’ subsidiaries
that own any of its material assets.
The New Notes and the Warrants 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. However, Monitronics has agreed to enter into a
registration rights agreement to consummate an exchange offer or
register the reoffer and resale of the New Notes at a later time on
terms described in the Offering Memorandum. In addition, pursuant
to the terms of the warrant agreement described in the Offering
Memorandum, Ascent will agree to file, under certain circumstances,
with the Securities and Exchange Commission a shelf registration
statement with respect to the shares of Ascent Series A Common
Stock to be issued upon exercise of the Warrants.
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. The offering documents will be distributed only to
holders of the Old Notes that complete and return a letter of
eligibility to D.F. King & Co., Inc., as Exchange Agent and
Information Agent, confirming that they are “Eligible Holders” (as
further defined in the letter of eligibility) for the purposes of
the Exchange Offer and the Consent Solicitation.
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 the Offerors, 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
Ascent 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 Ascent, 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 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, 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 Bartsch Sloane
& Company212-446-1875ebartsch@sloanepr.com
Ascent Capital Grp. - Series A (NASDAQ:ASCMA)
Historical Stock Chart
From Mar 2024 to Apr 2024
Ascent Capital Grp. - Series A (NASDAQ:ASCMA)
Historical Stock Chart
From Apr 2023 to Apr 2024