ASCENT CAPITAL GROUP,INC. (NASDAQ:ASCMA) Files An 8-K Regulation FD Disclosure

ME Staff 8-k
-
0
ASCENT CAPITAL GROUP,INC. (NASDAQ:ASCMA) Files An 8-K Regulation FD Disclosure

ASCENT CAPITAL GROUP,INC. (NASDAQ:ASCMA) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD.

Ascent Convertible Noteholder Action

On August27, 2018, holders purporting to own approximately 68% (the “Plaintiffs”) of Ascent Capital Group Inc.’s (“Ascent”) 4.00% Convertible Senior Notes due 2020 (the “Notes”) filed a complaint in the Court of Chancery in the State of Delaware (the “Complaint”) against Ascent and each of its directors and executive officers. The Complaint alleges that Ascent is planning a transaction that is similar to the proposed transactions described in the Form8-K filed by Ascent with the SEC on August17, 2018. The Complaint further alleges that the proposed transactions would be detrimental to Ascent and, if consummated, would result in Ascent becoming insolvent, which the Plaintiffs further allege would (i)result in a breach of fiduciary duty to the holders of the Notes and (ii)constitute a constructive or intentional fraudulent transfer by removing assets of Ascent necessary for the repayment of the Notes (a fraudulent conveyance). The Complaint also alleges that Ascent’s directors breached their fiduciary duties in connection with the proposed transactions and seeks a declaratory judgment that approval of the proposed transactions would constitute a breach of fiduciary duty. In light of the Complaint, the Plaintiffs may further seek to enjoin Ascent from utilizing its assets to facilitate such proposed transactions. Ascent believes that the claims in the Complaint are meritless, and Ascent intends to vigorously defend against this action. However, the Complaint could be amended, or similar claims could be brought, challenging this transaction, and we cannot assure you that such claims will be unsuccessful.

This Item 7.01 is being furnished to the Securities and Exchange Commission in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.


About ASCENT CAPITAL GROUP,INC. (NASDAQ:ASCMA)

Ascent Capital Group, Inc. is a holding company. The Company’s segments include Monitronics, LiveWatch and Other Activities. The Company’s subsidiaries include Monitronics International, Inc. (Monitronics) and LiveWatch Security, LLC (LiveWatch). Monitronics provides a range of residential security services, including hands-free two-way interactive voice communication with the monitoring center, cellular options, and an interactive service option, which allows the customer to control their security system remotely using a computer or smart phone. Monitronics performs monitoring services for subscribers located in all 50 states, the District of Columbia, Puerto Rico and Canada. LiveWatch is a do-it-yourself (DIY) home security provider offering professionally monitored security services through a direct-to-consumer sales channel. LiveWatch offers a differentiated go-to-market strategy through direct response television, Internet and radio advertising.