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Ascent Capital Group Announces Pricing By Monitronics Escrow Corporation Of $175 Million Of Senior Notes Due 2020

Stocks in this article: ASCMA

Ascent Capital Group, Inc. ("Ascent" or the "Company") (Nasdaq: ASCMA) announced that on July 11, 2013 its wholly-owned subsidiary, Monitronics Escrow Corporation (the “Escrow Issuer”), priced an offering of $175 million in aggregate principal amount of 9.125% senior notes due 2020 (the "Notes"). The Notes were priced at par. The proceeds of this offering will be placed into escrow and will be used, together with the proceeds of Ascent’s $90 million convertible notes offering (which also priced on July 11, 2013) and an expected $225 million new term loan of Monitronics International, Inc., the wholly-owned operating subsidiary of Ascent, for the purpose of funding a portion of the purchase price for the previously announced acquisition (the “Acquisition”) of Security Networks, LLC by Monitronics. In connection with the completion of the Acquisition, the Escrow Issuer would be merged into Monitronics, and Monitronics would assume the Notes (the “Assumption”) under its existing Indenture, dated March 23, 2012, pursuant to which its existing 9.125% senior notes due 2020 are outstanding. If the Acquisition is not completed by an agreed upon end date, the proceeds of the offering would instead be used to make a mandatory redemption of the Notes.

The offering of the Notes is expected to close on July 17, 2013, subject to the satisfaction of customary closing conditions and the concurrent closing of the convertible note offering by Ascent (as described above).

Following the completion of the Acquisition and the Assumption, the Notes would be the senior unsecured obligations of Monitronics and would be guaranteed by all of Monitronics' subsidiaries on the date of the Assumption, including Security Networks and its subsidiaries. Ascent will not be a guarantor of the Notes.

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, the Escrow Issuer and Monitronics will agree that, following completion of the offering and the Assumption, Monitronics 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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