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Ascent Media Corporation Announces Commencement Of Tender Offer

Ascent Media Corporation (“ Ascent” or the “ Company”) (Nasdaq: ASCMA), announced today that it has commenced an offer to purchase for cash (the “ Tender Offer”) any and all of the outstanding Floating Rate Notes due 2027 (CUSIP No. 58962FBC3), which were originally issued in an aggregate principal amount of $350,000,000 (the “ Meridian Notes”) by Meridian Funding Company, LLC, a Delaware limited liability company (“ Meridian”).

The purpose of the Tender Offer is for Ascent to acquire the outstanding Meridian Notes in connection with, and to facilitate, the refinancing of the existing securitized indebtedness of Monitronics Funding LP, a limited purpose Delaware limited partnership (“ Funding”), which is a subsidiary of Ascent’s wholly owned operating subsidiary, Monitronics International, Inc., a Delaware corporation (“ Monitronics”), including the Class A-1a Term Notes, Series 2007-1, due 2027 (the “ Class A-1a Term Notes”), issued by Funding which constitute a portion of the collateral securing the Meridian Notes.

Subject to the terms and conditions of the Tender Offer, Ascent is offering to purchase each $1,000 principal amount of the Meridian Notes validly tendered by holders thereof for the consideration listed in the table below.


Title of Security

Early Tender Deadline

Tender Offer Consideration (1)(2)

Early Tender Premium (1)

Total Consideration (1)(2)(3)

Floating RateNotes due 2027

5:00 p.m., NewYork City time,on May 26,2011
$820.00 $30.00 $850.00
(1)   Per $1,000 principal amount of the Meridian Notes.

Does not include accrued but unpaid interest that will be paid on the Meridian Notes validly tendered, and not validly withdrawn, and accepted for purchase up to, but excluding, the settlement date of the Tender Offer.
(3) Includes the Early Tender Premium.

Holders of the Meridian Notes who validly tender after 5:00 p.m., New York City time, on May 26, 2011, but prior to the expiration of the Tender Offer, will be eligible to receive, subject to the terms and conditions of the Tender Offer, only the Tender Offer Consideration, which excludes the Early Tender Premium, as set forth in the table above. The Tender Offer is scheduled to expire at 5:00 p.m., New York City time, on June 10, 2011, unless extended, terminated or withdrawn by Ascent.

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