Ascent Capital Group, Inc ("Ascent" or the "Company") (Nasdaq: ASCMA) announced today that its wholly-owned subsidiary, Monitronics International, Inc. ("Monitronics"), has priced an offering of $410 million in aggregate principal amount of 9.125% senior notes due 2020 (the "Notes"). Concurrent with the closing of the Notes offering, Monitronics intends to enter into a new senior secured credit facility providing for a term loan in a principal amount of $550 million and a revolving credit facility of up to $150 million. The sale of the Notes and the execution of the new senior secured credit facility is expected to be completed on or about March 23, 2012, subject to customary closing conditions.
The Notes will be senior unsecured obligations of Monitronics and will be guaranteed by all of Monitronics' existing subsidiaries on the closing date. The new senior secured credit facility will be a senior secured obligation of Monitronics, will be guaranteed by all of Monitronics' existing subsidiaries on the closing date and will be secured by a pledge of all equity interests in, and all the assets of, Monitronics and all of its existing subsidiaries on the closing date. Ascent will not be a guarantor of the Notes or the new senior secured credit facility. Monitronics intends to use the net proceeds from the offering, together with borrowings under the term loan portion of the new senior secured credit facility and cash on hand, (i) to repay, and terminate, its existing senior secured credit facility; (ii) to purchase all outstanding notes under, and terminate, its existing securitization indebtedness; and (iii) to pay fees and expenses incurred in connection with these transactions, including costs associated with the termination of swap arrangements related to the securitization indebtedness.
Upon issuance, the Notes and related guarantees will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. In connection with the closing of the offering, Monitronics will agree that, following completion of the offering, it will file an exchange offer registration statement with the Securities and Exchange Commission to exchange the Notes and related guarantees for identical registered Notes and related guarantees or, under certain circumstances, to file a shelf registration statement with respect to resales of the Notes and related guarantees.
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