Ascent ups tender price for 4% convertibles, extends to March 29

By Wendy Van Sickle

Columbus, Ohio, March 22 – Ascent Capital Group, Inc. amended its tender offer for its $21,101,000 outstanding principal amount of 4% convertible senior notes due 2020 to increase the purchase price it is offering for the notes and to extend the deadline of the offer.

The company increased the purchase price per $1,000 of notes to $950 from $710.32 on Friday and announced that holders of most of the notes have agreed to participate in the tender, according to an 8-K filing with the Securities and Exchange Commission and a press release.

The deadline was extended until 5 p.m. ET on March 29 from 5 p.m. ET on March 25.

The offer began on Feb. 19 and was originally set to end at 5 p.m. ET on Feb. 25. The offer was previously extended to 5 p.m. ET on March 4, by which time $287,000, or 1.36%, of the outstanding notes had been tendered, then to March 11, to March 18 and to March 21.

As of Friday, Ascent said holders of $18,554,000, or about 87.9%, of the notes had entered into transaction support agreements with Ascent under which they agreed to tender their notes.

The amount of notes actually tendered remained at $287,000, the same as at the original deadline.

The company will also pay accrued interest up to but excluding the settlement date, which is now expected to be April 1.

For any notes tendered via procedures for guaranteed late delivery, the payment date will be April 3, but payment of accrued interest on these notes will only be made up to but excluding March 29.

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

As previously reported, the company entered into a settlement and note repurchase agreement and release with the holders of $75,674,000 principal amount, or 78.2%, of the convertibles, and the company repurchased the convertibles held by the group.

The noteholder group had claimed that Ascent’s participation in an exchange offer for some Monitronics International, Inc. notes would cause Ascent to become insolvent, if consummated.

The group filed a complaint in the Court of Chancery of the State of Delaware on Aug. 27. Ascent entered into the settlement with the group on Feb. 11.

The noteholders agreed to amendments to the indenture governing the convertibles. The amendments removed references to the subsidiaries of the company from certain events of default provisions and allow conversion of the company into a non-corporate legal form.

Ascent paid to the noteholders $70.67 million in cash, consisting of $6.1 million for professional fees and expenses, $2 million in consideration for the noteholder consents, $10.81 million in consideration for and in full satisfaction of claims settled by the settlement agreement and $51.75 million on account of the note repurchase.

The tender agent and information agent is D.F. King & Co., Inc. (800 820-2416, 212 269-5550, ascent@dfking.com or www.dfking.com/ascent).

Englewood, Colo.-based Ascent Capital is a holding company whose primary subsidiary, Monitronics, operates as Brinks Home Security.

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