ASCENT CAPITAL GROUP,INC. (NASDAQ:ASCMA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
As previously reported by Ascent Capital Group,Inc. (“Ascent”) in its Current Report on Form8-K filed on September25, 2018 with the Securities and Exchange Commission (the “Prior 8-K”), on September24, 2018, Ascent and Monitronics International,Inc. (“MONI”), its wholly owned subsidiary, entered into a Transaction Support Agreement (the “Support Agreement”) with certain holders (the “Consenting Noteholders”) collectively owning or controlling not less than $380 million aggregate principal amount of MONI’s 9.125% Senior Notes due 2020 (the “Old MONI Notes”), representing approximately 65% of the outstanding Old MONI Notes, who have committed to support and fully participate in the proposed Transactions (as defined in the Support Agreement (and the term sheet annexed thereto (the “Term Sheet”)) filed as Exhibit10.1 to the Prior 8-K). The Support Agreement and the Term Sheet filed as Exhibit10.1 to the Prior 8-K set forth the terms and conditions of the Transactions, as such terms and conditions have been modified by the First Amendment to the Support Agreement (as defined below). The Support Agreement, as amended by the First Amendment to the Support Agreement, is referred to in this Current Report on Form8-K as the “Amended Support Agreement”.
On October16, 2018, Ascent and MONI entered into the First Amendment to the Transaction Support Agreement with the Consenting Noteholders (the “First Amendment to the Support Agreement”) to, among other things, (i)change the Toggle Trigger Time (as defined in the Amended Support Agreement) to October23, 2018, (ii)change the Milestone (as defined in the Amended Support Agreement) related to the consummation of the Transactions to on or prior to December12, 2018 and (iii)subject to certain conditions, provide that in the event there is a Dutch Auction Shortfall (as defined in the Amended Support Agreement), a portion of the Old MONI Notes that is tendered into the Unsecured Exchange (as defined in the Amended Support Agreement) by each Consenting Noteholder equal to such Consenting Noteholder’s respective Backstop Amount (as defined in the Amended Support Agreement) shall be deemed to have been validly tendered by such Consenting Noteholder in the Dutch Auction (as defined in the Amended Support Agreement), in lieu of having been tendered in the Unsecured Exchange, at a purchase price equal to $875 per $1,000 in principal amount of such Old MONI Notes; provided, however, that such deemed tender shall not affect the calculation of the Dutch Auction Price (as defined in the Amended Support Agreement) or the payment thereof for any other Old MONI Notes that are accepted and purchased by Ascent in the Dutch Auction.
The foregoing summary of the First Amendment to the Support Agreement is qualified in its entirety by reference to the text of the First Amendment to the Support Agreement, which is attached as Exhibit10.1 to this Current Report on Form8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits