Ascent Capital launches tender offer for 4% convertibles due 2020

By Marisa Wong

Morgantown, W.Va., Aug. 31 – Ascent Capital Group, Inc. began a cash tender offer on Thursday to purchase some of its $96,775,000 outstanding 4% convertible senior notes due 2020, according to a press release.

Ascent is offering to purchase, on a pro rata basis, an aggregate principal amount of the notes such that the aggregate consideration paid (excluding accrued interest) does not exceed the difference of (i) $63 million less (ii) the aggregate amount, if any, by which the total cash consideration paid under Ascent’s concurrent exchange offer exceeds $37 million.

In a separate announcement on Thursday, Ascent and Monitronics International, Inc. launched an offer to exchange Monitronics’ existing $585 million of 9 1/8% senior notes due 2020 for cash and/or new notes and warrants to purchase Ascent’s series A common stock.

The Ascent convertibles offer will expire at 11:59 p.m. ET on Oct. 3.

Holders who tender their notes at or prior to the expiration time will receive $595 for each $1,000 principal amount of notes purchased.

Holders who tender their notes by 5 p.m. ET on Sept. 13, the early tender time, will be eligible to receive an early tender payment of $50 per $1,000 principal amount, for a total consideration of $645 per $1,000 of notes.

The company will also pay, in each case, accrued interest from the last interest payment date to but excluding the settlement date.

Tenders may be withdrawn at any time at or prior to 5 p.m. ET on Sept. 13.

The offer is not conditioned on any minimum principal amount being tendered.

The company intends to fund the offer with cash on hand.

D.F. King & Co., Inc. (212 269-5550 for brokers and banks or 800 820-2416 for all others or ascent@dfking.com) is the tender agent and information agent. BofA Merrill Lynch (attn.: debt advisory, 888 292-0070, 646 855-0173, 980 388-4813) and Morgan Stanley (attn.: liability management group, 800 624-1808, 212 761-1057) are the dealer managers.

Ascent Capital is a holding company based in Englewood, Colo. Its primary subsidiary operates as Brinks Home Security, a home security and alarm monitoring company based in Dallas.

© 2015 Prospect News.
All content on this website is protected by copyright law in the U.S. and elsewhere. For the use of the person downloading only.
Redistribution and copying are prohibited by law without written permission in advance from Prospect News.
Redistribution or copying includes e-mailing, printing multiple copies or any other form of reproduction.