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): May 26, 2011

ASCENT MEDIA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-34176	26-2735737
(State or other jurisdiction of Incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

12300 Liberty Boulevard

Englewood, Colorado 80112

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (720) 875-5622

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))

Item 8.01        Other Events.

On May 26, 2011, Ascent Media Corporation issued a press release announcing that it has extended the early tender deadline and the withdrawal deadline with respect to its previously announced cash tender offer for any and all of the outstanding Floating Rate Notes due 2027 (CUSIP No. 58962FBC3) issued by Meridian Funding Company, LLC, a Delaware limited liability company.

A copy of the press release announcing the extension of the early tender deadline and the withdrawal deadline is attached as Exhibit 99.1 to this Current Report on Form 8-K and is herein incorporated by reference.

Item 9.01        Financial Statements and Exhibits.

(d)  Exhibits:

Exhibit
Number	Description
99.1	Press release dated May 26, 2011, re: the extension of the early tender deadline and the withdrawal deadline.

SIGNATURE

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

Date:    May 27, 2011

ASCENT MEDIA CORPORATION
By:	/s/ William E. Niles
	Name:	William E. Niles
	Title:	Executive Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated May 26, 2011, re: the extension of the early tender deadline and the withdrawal deadline.

EX-99.1

ASCENT MEDIA CORPORATION ANNOUNCES

EXTENSION OF EARLY TENDER DEADLINE

AND WITHDRAWAL DEADLINE

Englewood, CO — May 26, 2011 – Ascent Media Corporation (“Ascent”) (Nasdaq: ASCMA) announced today that it has extended the Early Tender Deadline and the Withdrawal Deadline with respect to its previously announced offer to purchase for cash (the ”Tender Offer”) any and all of the outstanding Floating Rate Notes due 2027 (CUSIP No. 58962FBC3) (the “Meridian Notes”) issued by Meridian Funding Company, LLC, a Delaware limited liability company.

The Early Tender Deadline and the Withdrawal Deadline, each scheduled for 5:00 p.m., New York City time, on May 26, 2011, have been extended to 5:00 p.m., New York City time, on June 10, 2011, unless further extended by Ascent or the Tender Offer is earlier terminated or withdrawn by Ascent.

The Expiration Date of the Tender Offer remains unchanged at 5:00 p.m., New York City time, on June 10, 2011, unless extended by Ascent or the Tender Offer is earlier terminated or withdrawn by Ascent.

Subject to the terms and conditions of the Tender Offer, holders who validly tender and do not validly withdraw their Meridian Notes prior to the Early Tender Deadline, as extended, will be eligible to receive $850.00 for each $1,000 principal amount of Meridian Notes (the “Total Consideration”).  The Total Consideration includes an Early Tender Premium of $30.00 per $1,000 principal amount of Meridian Notes.  Subject to the terms and conditions of the Tender Offer, holders who validly tender their Meridian Notes after the Early Tender Deadline, as extended, but prior to the expiration of the Tender Offer, will be eligible to receive only $820.00 for each $1,000 principal amount of Meridian Notes, which excludes the Early Tender Premium.  Tendering holders will also receive accrued and unpaid interest to, but not including, the settlement date.

As of 5:00 p.m., New York City time, on May 26, 2011, $100,000,000 aggregate principal amount of Meridian Notes had been tendered and not withdrawn pursuant to the Tender Offer.

The complete terms and conditions of the Tender Offer, except as modified by this press release, are specified in the Offer to Purchase dated May 13, 2011, as amended and supplemented from time to time, and the related Letter of Transmittal.  Except for the extension of the Early Tender Deadline and the Withdrawal Deadline, all other terms and conditions of the Tender Offer remain unchanged.

Citigroup Global Markets Inc. is acting as the sole dealer manager and Global Bondholder Services Corporation is acting as the depositary and information agent in connection with the Tender Offer.  Copies of the materials relating to the Tender Offer may be obtained from the information agent at (866) 857-2200 (toll free) or (212) 430-3774.  Additional information concerning the terms of the Tender Offer may be obtained by contacting Citigroup Global Markets Inc. at (800) 558-3745 (U.S. toll free).

This news release is for informational purposes only and shall not constitute an offer to purchase with respect to the Meridian Notes.  The Tender Offer is being made solely pursuant to, and in accordance with the terms and conditions specified in, the related Offer to Purchase and Letter of Transmittal.  The Tender Offer is not being made to the holders of the Meridian Notes in any jurisdiction where the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

About Ascent Media Corporation

Ascent Media Corporation is a holding company and owns 100 percent of its operating subsidiaries, including Monitronics International, Inc., a Delaware corporation, one of the nation’s largest, fastest-growing home security alarm monitoring companies, headquartered in Dallas, TX, and certain former subsidiaries of Ascent Media Group, LLC.

Forward-Looking Statements

This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including the ability to consummate the Tender Offer and satisfy the conditions thereto.  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.  These forward looking statements speak only as of the date of this press release, and Ascent expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward looking statement contained herein to reflect any change in Ascent’s 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 Ascent, including the most recent Forms 10-Q and 10-K and any subsequently filed Form 8-K for additional information about Ascent.

Contact:

Erica Bartsch

Sloane & Company

ebartsch@sloanepr.com

212-446-1875