Ascent Capital Group, Inc. (Nasdaq: ASCMA) announced the pricing on July 11, 2013 of an offering of $90 million of its 4.00% Convertible Senior Notes due 2020 (the “convertible notes”). Ascent intends to use the proceeds from the offering, together with the proceeds from the offering of $175 million 9.125% senior notes due 2020 (the “add-on notes”) by Monitronics Escrow Corporation, a wholly-owned subsidiary of Ascent, and an expected $225 million new term loan of Monitronics International, Inc., the wholly-owned operating subsidiary of Ascent, 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, however the proceeds of the issuance of the add-on notes will be used to redeem the add-on notes.
Ascent has granted the underwriters an option to purchase up to an additional $13.5 million aggregate principal amount of convertible notes. The convertible notes will mature on July 15, 2020 and will be convertible, subject to certain conditions, at an initial conversion rate of 9.7272 shares of Ascent’s Series A common stock per $1,000 principal amount of convertible notes (representing an initial conversion price of approximately $102.804 per share of common stock), subject to adjustment in certain circumstances. This represents approximately a 30% premium to the last reported sale price of the common stock on The NASDAQ Global Select Market on July 11, 2013. Ascent is entitled to settle any such conversion by delivery of cash, shares of Ascent’s Series A common stock or any combination thereof at Ascent’s election.
The offering of the convertible notes is expected to close on July 17, 2013, subject to the satisfaction of customary closing conditions. The issuance of the add-on notes is not a condition to the closing of the offering of the convertible notes.