8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): December 24, 2020

MONITRONICS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-110025	74-2719343
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation)	File Number)	Identification No.)

1990 Wittington Place

Farmers Branch, Texas 75234

(Address of principal executive offices, including zip code)

(972) 243-7443 

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 7.01. Regulation FD Disclosure

On December 24, 2020, Monitronics International, Inc. (“Monitronics” or the “Company”, doing business as Brinks Home Security™), issued a press release, attached hereto as Exhibit 99.1, announcing it has acquired approximately 30,000 residential and small business and 8,000 large commercial alarm monitoring contracts from Select Security totaling approximately $2.0 million in recurring monthly revenue (“RMR”). Brinks Home Security will take ownership of the alarm monitoring contracts through an earn out structure that includes a $10 million upfront payment and a 50-month earn out period.

This Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are being furnished to the SEC under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release issued by Monitronics International, Inc. on December 24, 2020

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 29, 2020

MONITRONICS INTERNATIONAL, INC.
By:	/s/ Fred A. Graffam
	Name:	Fred A. Graffam
	Title:	Chief Financial Officer, Executive Vice President and Assistant Secretary

EX-99.1

Exhibit 99.1

 

Brinks Home Security Announces Bulk Acquisition of Residential and Commercial Alarm Monitoring Contracts

Transaction Further Validates Low Cost Earn Out Structure, Largely Mitigating Attrition Risk

Dallas-Fort Worth, TX - December 24, 2020 – Monitronics International, Inc. and its subsidiaries (doing business as Brinks Home Security^®), (“Brinks Home Security” or the “Company”) (OTC: SCTY) today announced that it has acquired approximately 30,000 residential and small business and 8,000 large commercial alarm monitoring contracts from Select Security (the “seller”) totaling approximately $2.0 million in recurring monthly revenue (“RMR”). Brinks Home Security will take ownership of the alarm monitoring contracts through an earn out structure that includes a $10 million upfront payment and a 50-month earn out period (“Earn Out Period”).

Per the terms of the transaction, the seller will transfer title to all accounts to a Special Purpose Vehicle (“SPV”). Title to the Accounts will be transferred from the SPV to Brinks Home Security periodically during the Earn Out Period with title to all Accounts transferred by Month 50. In addition to the accounts, Brinks Home Security is retaining the majority of Select Security’s Commercial Sales, Field Technicians, and Customer Service employees, as well as certain office locations to offer the highest level of service to these customers. For 90 days following close, the seller will provide certain transition services to Brinks Home Security, and following the transition period, Brinks Home Security will manage all aspects of the customer experience.

“We are excited about the value this transaction creates and its alignment with our core objective of “creating profitable accounts at scale and holding for life”, while also opening the door for similar opportunities in the future,” said Brinks Home Security Chief Executive Officer, William Niles. “I am also thrilled to welcome the Select Security sales organization, technicians and customer care employees to the Brinks Home Security family. I look forward to integrating them into our customer-centric culture that serves as the guiding force behind all key decisions in our organization. We are also excited to expand our footprint into the large commercial security segment and to bring Brinks Home Security’s high-touch customer service to the entire Select Security customer base.”

Imperial Capital served as the exclusive financial advisor to Brinks Home Security in the transaction.

About Brinks Home Security

Brinks Home Security (OTC: SCTY) is one of the largest home security and alarm monitoring companies in North America. Headquartered in the Dallas-Fort Worth area, Brinks Home Security secures over 900,000 residential and commercial customers through highly responsive, simple security solutions backed by expertly trained professionals. The company has one of the nation’s largest networks of independent authorized dealers and agents – providing products and support to customers in the U.S., Canada, and Puerto Rico – as well as direct-to-consumer sales of DIY and professionally installed products.

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Forward Looking Statement

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, market potential and expansion, the success of new products and services, the launch of Brinks Home Security's consumer financing solution; the anticipated benefits of the Brinks Home Security’s rebranding; customer retention; account creation and related cost; anticipated account generation; future financial performance; debt refinancing; recovery of insurance proceeds and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of our services, technological innovations in the alarm monitoring industry, competitive issues, continued access to capital on terms acceptable to us, our ability to capitalize on acquisition opportunities, general market and economic conditions, including global economic concerns due to the COVID-19 outbreak, and changes in law and government regulations. These forward-looking statements speak only as of the date of this press release, and we expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Monitronics International, Inc., including the most recent Forms 10-K and 10-Q for additional information about us and about the risks and uncertainties related to our business which may affect the statements made in this press release.

Contact:

Erica Bartsch

Sloane & Company

212-446-1875

ebartsch@sloanepr.com

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