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Ascent Capital Group Announces Proposed Offering Of $90 Million Of Convertible Senior Notes Due 2020

Ascent Capital Group, Inc. (Nasdaq: ASCMA) announced today an offering, subject to market and other conditions, of $90 million of Convertible Senior Notes due 2020. Ascent intends to use the proceeds from the offering, together with proceeds of other indebtedness expected to be issued by Monitronics International, Inc., the wholly-owned operating subsidiary of Ascent, including an expected $225 million new term loan, to fund a portion of the purchase price for the previously announced acquisition of Security Networks, LLC by Monitronics. If the Security Networks acquisition is not completed for any reason, Ascent will use the proceeds of this offering for general corporate purposes.

Ascent also expects to grant the underwriters an option to purchase up to an additional $13.5 million aggregate principal amount of notes. The notes will be convertible, under certain circumstances, into cash, shares of Ascent’s Series A common stock or any combination thereof at Ascent’s election.

In connection with the offering of the notes, Ascent expects to enter into privately negotiated convertible note hedge and warrant transactions with counterparties that may include one or more of the underwriters (and/or their respective affiliates).

BofA Merrill Lynch, Credit Suisse and Citigroup are acting as joint book-running managers for this offering.

The offering of the notes has been registered under the Securities Act of 1933, as amended, and Ascent refers you to its Registration Statement on Form S-3, which Ascent filed with the Securities and Exchange Commission today, for additional information about the notes, the offering and the convertible note hedge and warrant transactions. The preliminary prospectus relating to the offering, and the final prospectus when available, may be obtained from BofA Merrill Lynch, 222 Broadway, New York, NY 10038, Attn: Prospectus Department, or e-mail dg.prospectus_requests@baml.com; Credit Suisse Securities (USA) LLC, Prospectus Department, One Madison Avenue, New York, NY 10010, by calling toll-free (800) 221-1037 or by email newyork.prospectus@credit-suisse.com; or Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, telephone: 1-800-831-9146, or email at batprospectusdept@citi.com.

This press release will not constitute an offer to sell or a solicitation of an offer to purchase the notes or any other securities, and will not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

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