Monitronics International and Ascent Capital Group Announce Extension of Early Tender Time and Withdrawal Deadline for Exchan...
September 14 2018 - 8:00AM
Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) and its
wholly owned subsidiary, Monitronics International, Inc.
(“Monitronics” and, together with Ascent, the “Offerors”), today
announced that they have extended the early tender time and the
deadline to withdraw tenders of Old Notes (as defined below) and
revoke Consents (as defined below) until 11:59 p.m., New York City
time, on October 3, 2018 (the “Extended Early Tender Time”), with
respect to their previously-announced offer to exchange (the
“Exchange Offer”) up to (i) an aggregate of $100,000,000 in cash
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 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 (the “Warrants”), in each case, for validly
tendered (and not validly withdrawn) Monitronics’ 9.125% Senior
Notes due 2020 (the “Old Notes”) and the concurrent solicitation
(the “Consent Solicitation”) of consents (“Consents”) by
Monitronics to certain proposed amendments to the indenture
governing the Old Notes. The Exchange Offer and the Consent
Solicitation launched on August 30, 2018, and the terms and
conditions, as amended hereby, of each are described in the
confidential offering memorandum and consent solicitation statement
dated August 30, 2018 (the “Offering Memorandum”).
Holders of Old Notes that validly tender, and do
not validly withdraw, their Old Notes prior to the Extended Early
Tender Time will still be entitled to the Cash Consideration or the
Early Securities Consideration (each, as defined in the Offering
Memorandum), as applicable, on the previously-announced terms and
conditions of the Exchange Offer and the Consent Solicitation, as
amended hereby. Except as set forth herein, the complete terms and
conditions of the Exchange Offer and the Consent Solicitation
remain the same as set forth and detailed in the Offering
Memorandum, copies of which were previously distributed to eligible
holders of the Old Notes.
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 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 SecurityTM, 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 Apr 2024 to May 2024
Ascent Capital Grp. - Series A (NASDAQ:ASCMA)
Historical Stock Chart
From May 2023 to May 2024