ASCENT CAPITAL GROUP,INC. (NASDAQ:ASCMA) Files An 8-K Termination of a Material Definitive Agreement
Item 1.02. Termination of a Material Definitive Agreement.

Support Agreement Termination

As previously reported by Ascent Capital Group,Inc. (“Ascent”) in its Current Report on Form8-K filed with the Securities and Exchange Commission (the “SEC”) on October30, 2018 (the “Prior 8-K”), on October30, 2018, Ascent and Monitronics International,Inc. (“MONI”), its wholly owned subsidiary, entered into an Amended and Restated Transaction Support Agreement (the “Support Agreement”) with certain holders (the “Consenting Noteholders”) collectively owning or controlling an aggregate principal amount of MONI’s 9.125% Senior Notes due 2020 (the “Old Notes”) representing approximately 66% of the outstanding Old Notes and a group of lenders for the Term B-2 Loans under the Amended and Restated Credit Agreement, dated as of March23, 2012, among MONI, as borrower, Bank of America, N.A., as administrative agent and letter of credit issuer, Citibank, N.A. and Credit Suisse AG, Cayman Islands Branch, as co-syndication agents, U.S. Bank National Association, as documentation agent and the lenders party thereto (as subsequently amended from time to time, the “Credit Agreement”) holding over 50% of the aggregate outstanding principal amount of the Term B-2 Loans (collectively, the “Consenting Term B-2 Lenders”) who committed to support and fully participate in the proposed Transactions (as defined in the Support Agreement). The discussion summarizing the terms and conditions of the Support Agreement contained in “Item 1.01. Entry into a Material Definitive Agreement.” of the Prior 8-K is incorporated by reference into this Item 1.02.

On December23, 2018, the Requisite Consenting Term B-2 Lenders (as defined in the Support Agreement) provided Ascent, MONI and the Consenting Noteholders with a notice of termination under the Support Agreement asserting that the Support Agreement has been terminated, effective immediately upon delivery of such notice of termination, because Ascent and MONI had materially breached the Support Agreement by failing to consummate the Transactions on or prior to December12, 2018 as required by the Support Agreement.

Termination of Supplemental Indenture

On November20, 2018, MONI and certain guarantors entered into a third supplemental indenture (the “Supplemental Indenture”), to the indenture governing the Old Notes (the “Old Notes Indenture”) with U.S. Bank National Association, as trustee, giving effect to certain proposed amendments to the Old Notes Indenture (the “Proposed Amendments”). On December24, 2018, Ascent issued a press release announcing that MONI has terminated the Exchange Offers and the Consent Solicitations (as defined below). As a result, in accordance with the provisions of the Supplemental Indenture, the terms of the Supplemental Indenture are null and void and the Old Notes Indenture and the Old Notes will continue in full force and effect without any modification or amendment by the Supplemental Indenture. The discussion summarizing certain terms and conditions of the Supplemental Indenture contained in “Item 1.01. Entry into a Material Definitive Agreement.” of Ascent’s Current Report on Form8-K filed with the SEC on November21, 2018 is incorporated by reference into this Item 1.02.

Termination of Amendment to the Credit Agreement

On November13, 2018, MONI entered into Amendment No.8 to the Credit Agreement (the “Credit Agreement Amendment”). As a result of the termination of the Exchange Offers, the Amendment No.8 Effective Date (as defined in the Credit Agreement Amendment) will not occur before January31, 2019 and, therefore, the amendments to the Credit Agreement contained in the Credit Agreement Amendment are null and void and of no further effect. The discussion summarizing certain terms and conditions of the Credit Agreement Amendment contained in “Item 1.01. Entry into a Material Definitive Agreement.” of Ascent’s Current Report on Form8-K filed with the SEC on November15, 2018 is incorporated by reference into this Item 1.02.

Item 3.03. Material Modification to Rights of Security Holders.

The information contained under the Caption “Termination of Supplemental Indenture” under Item 1.02 of this Form8-K is incorporated by reference into this Item 3.03.

Item 8.01. Other Events.

On December11, 2018, Ascent issued a press release announcing that MONI commenced a new offer to exchange (the “Exchange Offer”) up to $585,000,000 aggregate principal amount of MONI’s 5.500%/6.500% Senior Secured Second Lien Cashpay/PIK Notes due 2023 (the “New Notes”) to be issued for validly tendered (and not validly withdrawn) 9.125% Senior Notes due 2020 of MONI (the “Old Notes”) and, in conjunction with the Exchange Offer, the solicitation (the “Consent Solicitation”) of consents by MONI to the Proposed Amendments. The Exchange Offer and Consent Solicitation were made concurrently with, and on the same terms as, an existing exchange offer (together with the Exchange Offer, the “Exchange