0001437106-19-000062.txt : 20190830
0001437106-19-000062.hdr.sgml : 20190830
20190830165446
ACCESSION NUMBER: 0001437106-19-000062
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190830
FILED AS OF DATE: 20190830
DATE AS OF CHANGE: 20190830
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: McMillin Thomas Patrick
CENTRAL INDEX KEY: 0001713755
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34176
FILM NUMBER: 191070101
MAIL ADDRESS:
STREET 1: C/O WIDEOPENWEST, INC.
STREET 2: 7887 EAST BELLEVIEW AVENUE, SUITE 1000
CITY: ENGLEWOOD
STATE: CO
ZIP: 80111
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Ascent Capital Group, Inc.
CENTRAL INDEX KEY: 0001437106
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380]
IRS NUMBER: 262735737
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5251 DTC PARKWAY
STREET 2: SUITE 1000
CITY: GREENWOOD VILLAGE
STATE: CO
ZIP: 80111
BUSINESS PHONE: 303-628-5600
MAIL ADDRESS:
STREET 1: 5251 DTC PARKWAY
STREET 2: SUITE 1000
CITY: GREENWOOD VILLAGE
STATE: CO
ZIP: 80111
FORMER COMPANY:
FORMER CONFORMED NAME: Ascent Media Corp
DATE OF NAME CHANGE: 20110616
FORMER COMPANY:
FORMER CONFORMED NAME: Ascent Media CORP
DATE OF NAME CHANGE: 20080606
4
1
wf-form4_156719846971989.xml
FORM 4
X0306
4
2019-08-30
1
0001437106
Ascent Capital Group, Inc.
ASCMA
0001713755
McMillin Thomas Patrick
ASCENT CAPITAL GROUP, INC.
5251 DTC PARKWAY, SUITE 1000
GREENWOOD VILLAGE
CO
80111
1
0
0
0
Series A Common Stock
2019-08-30
4
D
0
9842
D
0
D
Pursuant to the terms of the Merger Agreement (as defined in the Remarks section), each share of the Issuer's Series A common stock and Series B common stock (together, the "Ascent Common Stock") was converted into the merger consideration, such that each holder of record of Ascent Common Stock has the right to receive, in the aggregate, a number of shares of Monitronics' (as defined in the Remarks section) common stock equal to the product of the total number of shares of such series of Ascent Common Stock held by such holder immediately prior to the Merger (as defined in the Remarks section) multiplied by the exchange ratio (as defined in the Remarks section).
Pursuant to the Agreement and Plan of Merger, dated as of May 24, 2019 (the "Merger Agreement"), by and among Ascent Capital Group, Inc. ("Ascent") and Monitronics International, Inc. ("Monitronics"), on August 30, 2019, Ascent merged with and into Monitronics (the "Merger"), with Monitronics surviving the Merger. The exchange ratio in the Merger was 0.1043086, which is equal to the quotient of (a) (i) (A) the Net Cash Amount (as defined in the Restructuring Support Agreement among Ascent, Monitronics and its domestic subsidiaries (collectively, the "Debtors") and certain creditors of the Debtors (the "RSA")), which in no event would be greater than $23,000,000, divided by (B) $395,111,570.00 (pursuant to the terms of the RSA, representing the discounted equity value at which participants in the Rights Offering (as defined in RSA), the Backstop Commitment Parties (as defined in the RSA) and the Equity Commitment Parties (as defined in the RSA) purchase Monitronics common stock, respectively), multiplied by (ii) 22,500,000 (pursuant to the terms of the RSA, representing the number of outstanding shares of Monitronics common stock as of the plan effective date); divided by (b) the number of outstanding shares of Ascent common stock immediately prior to the effective time of the Merger.
/s/ William E Niles, attorney-in-fact
2019-08-30