Item 8.01. Other Events.

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On March22, 2019, Ascent issued a press release announcing that it is amending the terms of its previously announced cash tender offer (the “Offer”) to purchase any and all of its outstanding 4.00% Convertible Senior Notes due 2020 (the “Notes”) made to the terms and conditions as set forth in the offer to purchase (the “Offer to Purchase”) and the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery”), each dated February19, 2019, to (i)increase the purchase price that it is offering for the outstanding Notes that are accepted for payment to the Offer from $710.32 for each $1,000 principal amount of Notes, plus accrued and unpaid interest thereon, to $950.00 for each $1,000 principal amount of Notes with no accrued and unpaid interest to be payable and (ii)further extend the expiration time of the Offer from 5:00 p.m., New York City Time, on March25, 2019 to 5:00 p.m., New York City Time, on March29, 2019, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as the same may be extended or earlier terminated, the “Expiration Time”). For the avoidance of doubt, no accrued interest will be payable in respect of any Notes that are accepted for payment to the Offer.

Ascent also announced that holders of approximately $18,554,000 in aggregate principal amount of the Notes, representing approximately 87.9% of the aggregate outstanding principal amount of the Notes, have entered into transaction support agreements with Ascent, to which such holders have agreed to tender or cause to be tendered all Notes held by such holders.

A copy of the press release announcing the extension is filed as Exhibit99.1 hereto and incorporated by reference herein.

The information in this Current Report on Form8-K shall not constitute an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities of Ascent, nor shall there be any offer, solicitation or sale of such securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful.

Item 9.01. Financial Statements and Exhibits.


Ascent Capital Group, Inc. Exhibit
EX-99.1 2 a19-7037_1ex99d1.htm EX-99.1 Exhibit 99.1     ASCENT CAPITAL GROUP ANNOUNCES INCREASE IN TENDER OFFER PRICE,…
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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.

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