ASCENT CAPITAL GROUP,INC. (NASDAQ:ASCMA) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
On February19, 2019, Ascent Capital Group,Inc. (“Ascent”) issued a press release announcing that Ascent commenced a cash tender offer (the “Offer”) to purchase any and all of its outstanding 4.00% Convertible Senior Notes due 2020 (CUSIP 043632AA6) (the “Notes”). The Offer is made to an offer to purchase (the “Offer to Purchase”) and related notice of guaranteed delivery (the “Notice of Guaranteed Delivery”), each dated February19, 2019, which set forth the terms and conditions of the Offer. Holders of Notes who validly tender (and do not validly withdraw) their Notes prior to 5:00 p.m., New York City time on February25, 2019, unless extended or earlier terminated as described in the Offer to Purchase, will be eligible to receive, in cash, the purchase price of $710.32 per $1,000 principal amount of Notes validly tendered and accepted for payment to the Offer. Tendering holders will also receive accrued and unpaid interest from the last interest payment date to, but not including, the initial settlement date of the Offer, which is anticipated to be February26, 2019 (the “Settlement Date”). Notes tendered by Notice of Guaranteed Delivery are expected to be purchased on February28, 2019, but payment of accrued and unpaid interest on such Notes will only be made to, but not including, the Settlement Date.
The Offer is subject to the satisfaction of the conditions to the Offer set forth in the Offer to Purchase. The Offer is not conditioned upon any minimum amount of Notes being tendered. Ascent reserves the right to amend or waive any of these conditions, in whole or in part, at any time or from time to time before the Settlement Date, in its sole discretion. Ascent reserves the right to amend, modify or waive at any time, or from time to time, the terms of the Offer, subject to applicable law. There is no assurance that the Offer will be subscribed for in any amount.
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 filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless Ascent expressly states in such filing that such information is to be considered “filed” or incorporated by reference therein.
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 a19-4986_1ex99d1.htm EX-99.1 Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 4.00% CONVERTIBLE SENIOR NOTES DUE 2020 Englewood,…
To view the full exhibit click
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.