ASCENT CAPITAL GROUP,INC. (NASDAQ:ASCMA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed on Current Reports on Form8-K filed by Ascent Capital Group,Inc. (“Ascent” or the “Company”), on August27, 2018, certain holders of the Company’s 4.00% Convertible Senior Notes due 2020 (the “Notes”) caused an action to be filed in the Court of Chancery of the State of Delaware, captioned KLS Diversified Master Fund L.P. et. al. v. Ascent Capital Group,Inc. et al., C.A. No.2018-0636 (as amended on September5, 2018, October1, 2018 and October22, 2018, the “Noteholder Action”) against the Company and each of its directors and executive officers. On February11, 2019, the Company and its directors and executive officers, on the one hand, and the holders of Notes that were plaintiffs in the Noteholder Action (together with certain of each of such holders’ respective affiliates, the “Noteholder Parties”) collectively holding $75,674,000 in aggregate principal amount of Notes, representing 78.20% of the aggregate principal amount of the Notes then outstanding, on the other hand, entered into a Settlement and Note Repurchase Agreement and Release (the “Settlement Agreement”), which, among other things as described herein, (i)provided for the settlement of the Noteholder Action and the mutual release of claims related thereto (the “Settlement”) and (ii)in connection with the Settlement, provided for the delivery by the Noteholder Parties of their respective written consents (the “Consents”) with respect to all Notes held by such Noteholder Parties to certain amendments described below (the “Amendments”) to the Indenture, dated as of July17, 2013, between the Company and U.S. Bank National Association, as trustee (the “Trustee”), governing the Notes (as such Indenture was amended by the Supplemental Indenture dated as of August30, 2018, to which the Company surrendered its right to elect to deliver shares of common stock or a combination of cash and shares of common stock upon any conversion of the Notes and may settle any such conversion solely in cash, and the Second Supplemental Indenture (as defined below) dated as of February14, 2019, to which to the Amendments were effected, the “Indenture”) and for the private repurchase (the “Note Repurchase”) by the Company of all Notes held by such Noteholder Parties. On February14, 2019, the transactions contemplated in the Settlement Agreement (including the obtaining of the Consents and the Note Repurchase) were consummated and following the receipt of the Consents, the Company and the Trustee entered into the Second Supplemental Indenture, dated as of February14, 2019 (the “Second Supplemental Indenture”), to the Indenture and the Amendments became effective.

The Amendments effected by the Second Supplemental Indenture modified the Indenture to (i)remove references to subsidiary, subsidiaries and/or significant subsidiary, as applicable, of the Company from certain events of default provisions contained in Section6.01 of the Indenture and (ii)allow conversion of the Company into a non-corporate legal form.

The Settlement Agreement states that, in connection with the Settlement, Ascent paid to the Noteholder Parties an aggregate amount of $70,666,176.28 in cash, consisting of (i)an aggregate of $6,104,720.92 for professional fees and expenses incurred on the Noteholder Parties’ behalf, (ii)an aggregate of $2,000,000.00 in consideration for the Noteholder Parties’ Consents, (iii)an aggregate of $10,808,555.36 in consideration for and in full and final satisfaction of the settled claims as set forth in the Settlement Agreement and (iv)an aggregate of $51,752,900.00 on account of the Note Repurchase.

The foregoing description of the Settlement Agreement and the Second Supplemental Indenture is a summary and is qualified in its entirety by reference to the Settlement Agreement and the Second Supplemental Indenture, copies of which are filed herewith as Exhibit4.1 and Exhibit10.1, respectively, and are incorporated herein by reference.

Item 3.03. Material Modification to Rights of Security Holders.

On February14, 2019, following the receipt of the Consents, the Company and the Trustee entered into the Second Supplemental Indenture. The description of the Second Supplemental Indenture contained under Item 1.01 above is incorporated in its entirety into this Item 3.03. The description of the Second Supplemental Indenture is a summary and is qualified in its entirety by reference to the Settlement Agreement, a copy of which is filed herewith as Exhibit4.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure.

On February14, 2019, Ascent issued a press release announcing the Settlement Agreement and the consummation of the transaction contemplated thereby, the execution of the Second Supplemental Indenture and the Company’s current intention to commence a cash tender offer shortly for any and all Notes that remain outstanding. A copy of the press release is furnished as Exhibit99.1 hereto and incorporated by reference herein.

The information furnished to Item 7.01 of this Form8-K and Exhibit99.1 hereto shall not be considered “filed” under the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any of Ascent’s