Ascent Capital Group Announces Expiration and Results of Cash Tender Offer for Any and All Outstanding 4.00% Convertible Seni...
March 29 2019 - 6:52PM
Ascent Capital Group, Inc. (NASDAQ: ASCMA) (“Ascent”) announced
today the expiration and results of the previously announced cash
tender offer (the “Offer”) to purchase any and all of its
outstanding 4.00% Convertible Senior Notes due 2020 (the “Notes”).
The Offer expired at 5:00 p.m., New York City time, on March 29,
2019 (the “Expiration Time”).
According to information provided by D.F. King
& Co., Inc., the tender agent and information agent for the
Offer, as of the Expiration Time, $20,841,000 aggregate principal
amount of Notes, or 98.77% of the aggregate principal amount of
Notes outstanding, had been validly tendered and not validly
withdrawn in the Offer.
Ascent expects to accept for purchase all of the
Notes validly tendered (and not validly withdrawn) prior to the
Expiration Time and expects to make payment for such Notes on April
1, 2019.
The consideration to be paid under the Offer
will be $950.00 per $1,000 principal amount of Notes with no
accrued and unpaid interest to be payable. The aggregate Offer
consideration for Notes validly tendered and accepted for purchase
will be $19,798,950 and will be funded from cash on hand. For the
avoidance of doubt, no accrued interest will be paid in respect of
any Notes accepted for payment pursuant to the Offer.
The Offer was made pursuant to the offer to
purchase and the related notice of guaranteed delivery, each dated
February 19, 2019.
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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