Ascent Capital Group, Inc. (“Ascent” or the “Company”) (Nasdaq:
ASCMA), today commenced an offer to purchase for cash (the
“Offer”), on the terms and subject to the conditions set forth in
an Offer to Purchase, dated August 30, 2018 ( the “Offer to
Purchase”), on a pro rata basis, an aggregate principal amount of
the Company’s 4.00% Convertible Senior Notes due 2020 (the “Notes”)
from each holder of the Notes, such that the aggregate
consideration paid (excluding accrued and unpaid interest) does not
exceed (i) $63,000,000 less (ii) the aggregate amount, if any, by
which the total cash consideration paid or payable by the Company
(excluding accrued and unpaid interest) with respect to the
concurrent MONI Exchange Offer (as defined below) that was
separately announced by the Company and Monitronics International,
Inc. (“MONI”) today, exceeds $37,000,000 (the “Maximum Purchase
Amount”). The Offer is not conditioned on any minimum
principal amount being tendered. The Company intends to fund
the Offer, subject to the Maximum Purchase Amount, and any accrued
and unpaid interest on Notes accepted by the Company and any fees
and expenses related to the Offer, with cash on hand.
The Offer will expire at 11:59 p.m., New York
City time, on October 3, 2018, unless extended or earlier
terminated by the Company (such date and time, as it may be
extended, the “Expiration Time”). Subject to the terms and
conditions of the Offer, holders who validly tender, and do not
validly withdraw, their Notes at or prior to the Expiration Time
will receive $595.00 for each $1,000 principal amount of Notes (the
“Offer Consideration”) purchased pursuant to the Offer, plus
accrued and unpaid interest from the last interest payment date to,
but not including, the date of payment for the Notes accepted for
payment. Furthermore, holders who validly tender, and do not
validly withdraw, their Notes at or prior to 5:00 p.m. New York
City time on September 13, 2018, unless extended (such date and
time, as it may be extended, the “Early Tender Time”) will receive
$50.00 for each $1,000 principal amount of Notes purchased pursuant
to the Offer in addition to the Offer Consideration, or $645.00 for
each $1,000 principal amount of Notes. Tenders of Notes must be
made at or prior to the Expiration Time. Notes tendered prior to
the Early Tender Time may be withdrawn at any time at or prior to
5:00 p.m., New York City time, on September 13, 2018. Notes
tendered after such withdrawal deadline may not be withdrawn.
The following summarizes the material tender
consideration for the Offer for each $1,000 aggregate principal
amount of Notes that is validly tendered (and not validly
withdrawn) by participating holders. Participating holders that
validly tender and do not validly withdraw at or prior to (x) the
Expiration Time, will receive the Offer Consideration as set forth
below, and (y) the Early Tender Time, will receive the Total
Consideration (constituting the Early Tender Payment in addition to
the Offer Consideration as set forth below).
Tender Offer Consideration
Title of Notes to be Tendered |
|
CUSIP/ISIN Numbers |
|
EarlyTenderTime |
|
Outstanding Principal
Amount(1) |
|
Offer Considerationper
$1,000principalamount(2) |
|
Early TenderPayment per$1,000
principalamount(2) |
|
TotalConsideration per$1,000
principalamount(2) |
4.00%ConvertibleSenior Notesdue 2020 |
|
043632
AA6 /US043632AA61 |
|
5:00
p.m.,New York City time,September 13, 2018 |
|
$96,775,000 |
|
$595.00
for each$1,000 aggregate principal amountof Notes purchased |
|
$50.00
for each$1,000 aggregate principal amountof Notes purchased |
|
$645.00
for each$1,000 aggregate principal amountof Notes purchased |
___________________________________
(1) Aggregate principal amount of Notes outstanding as of August
30, 2018.(2) All participating holders, in addition to the Offer
Consideration or the Total Consideration, as applicable, will
receive, in cash, accrued and unpaid interest, if any, on their
accepted Notes from the last interest payment date to, but not
including, the Settlement Date.
To the extent that acceptances of all validly
tendered, and not validly withdrawn, Notes would require the
Company to purchase more than the Maximum Purchase Amount of Notes
in connection with the Offer, the Company will allocate acceptances
on a pro rata basis among the tendering holders.
Concurrently with the commencement of the Offer,
the Company and its wholly-owned subsidiary MONI commenced an
exchange offer and consent solicitation pursuant to which (a) MONI
and the Company are offering to exchange (the “MONI Exchange
Offer”) up to (i) an aggregate of $100,000,000 in cash from the
Company (the “Cash Consideration Cap”) and/or (ii) a combination of
(x) $585,000,000 aggregate principal amount of MONI’s 7.750%/3.750%
Senior Unsecured Cashpay/PIK Notes due 2023 and (y) for each $1,000
principal amount of Old MONI Notes (as defined below) accepted in
the MONI 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, at an exercise price equal to $5.00 for each whole
share, which, assuming the MONI Exchange Offer is fully subscribed
at the high end of the price range at or prior to the early tender
time for the MONI Exchange Offer and the Cash Consideration Cap is
reached, would constitute in the aggregate warrants to purchase up
to 1,243,117 shares of Ascent’s Series A common stock, representing
10.0% of the aggregate shares of Series A common stock and Series B
common stock, par value $0.01 per share, outstanding immediately
prior to the launch of such exchange offer and consent
solicitation, in each case, for validly tendered (and not validly
withdrawn) 9.125% Senior Notes due 2020 of MONI (the “Old MONI
Notes”), and (b) MONI is soliciting consents from registered
holders of the Old MONI Notes to certain proposed amendments to the
indenture governing the Old MONI Notes, which would become
effective on the settlement date with respect to the MONI Exchange
Offer (the “MONI Consent Solicitation”). The MONI Exchange Offer
and the MONI Consent Solicitation may be amended, extended,
terminated or withdrawn for any reason, including failure to
satisfy any condition to the MONI Exchange Offer or the MONI
Consent Solicitation and any such amendment or extension may result
in an amendment or extension of the Offer or affect the amount
available for the Maximum Purchase Amount, but neither the MONI
Exchange Offer nor the MONI Consent Solicitation are conditioned on
the consummation or the completion of the Offer.
The Offer is subject to the satisfaction of the
conditions to the Offer set forth in the Offer to Purchase.
The Offer may be amended, extended, terminated or withdrawn
by the Company for any reason, including failure to satisfy any
condition to the Offer as set forth in the Offer to Purchase. There
is no assurance that the Offer will be subscribed for in any
amount.
Full details of the terms and conditions of the
Offer are included in the Offer to Purchase.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy 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 an offer, solicitation or sale would be
unlawful. None of the Company, its subsidiaries or any other person
makes a recommendation as to whether holders of the Notes should
tender their Notes pursuant to the Offer. 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.
D.F. King & Co., Inc. is acting as the
Tender Agent and Information Agent for the Offer. Requests for the
Offer to Purchase may be directed to D.F. King & Co., Inc. at
(212) 269-5550 (for brokers and banks) or (800) 820-2416 (for all
others) or by e-mail to ascent@dfking.com. Persons with questions
regarding the Offer should contact the Dealer Managers for the
Offer, (i) BofA Merrill Lynch, 214 North Tryon Street, Charlotte,
North Carolina 28255, Attention: Debt Advisory, (888) 292-0070
(toll-free), (646) 855-0173 (collect), (980) 388-4813 (collect) and
(ii) Morgan Stanley, 1585 Broadway, New York, New York 10036,
Attn: Liability Management Group, U.S. Toll Free: (800)
624-1808, Collect: (212) 761-1057.
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, the MONI Exchange Offer and the MONI Consent
Solicitation 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 and/or MONI to satisfy
the conditions to the settlement of the Offer, the MONI Exchange
Offer and the MONI Consent Solicitation, as applicable, general
market and economic conditions, changes in law and government
regulations and other matters affecting the business of Ascent and
MONI. 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 approximately 1 million
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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