Ascent Capital Group Announces Increase in Tender Offer Price, Further Extension of Expiration Time and Execution of Support Agreement for Cash Tender Offer for Any and All Outstanding 4.00% Convertible Senior Notes Due 2020
Ascent also announced that holders of approximately
Holders of Notes who validly tender (and do not validly withdraw) their Notes prior to the Expiration Time, or who comply with the procedures for guaranteed late delivery in accordance with the instructions described in the Offer to Purchase and the Notice of Guaranteed Delivery, will be eligible to receive, in cash, the purchase price of
Tendered Notes may be validly withdrawn at any time (i) prior to the Expiration Time and (ii) after the 60th business day after the commencement of the Offer if for any reason the Offer has not been consummated within 60 business days after commencement.
The Offer to Purchase and the Notice of Guaranteed Delivery set forth the complete terms and conditions of the Offer, as amended as described in this news release. Except as described in this news release, the terms and conditions of the Offer remain the same as set forth in the Offer to Purchase and the Notice of Guaranteed Delivery.
The Offer is subject to the satisfaction of the conditions to the Offer set forth in the Offer to Purchase. The Offer is not conditioned upon any minimum amount of Notes being tendered. Ascent reserves the right to amend or waive any of these conditions, in whole or in part, at any time or from time to time before the Settlement Date, in its sole discretion. Ascent reserves the right to extend, terminate or withdraw the Offer or amend, modify or waive at any time, or from time to time, the terms of the Offer, subject to applicable law. There is no assurance as to the total amount for which the Offer will ultimately be subscribed.
Ascent has retained
Requests for copies of the Offer to Purchase and the Notice of Guaranteed Delivery should be directed to
Neither Ascent, the tender agent, the information agent, the trustee for the Notes nor the affiliates of any of them makes any recommendation to any holder whether to tender or refrain from tendering any or all of such holder’s Notes, and none of them have authorized any person to make any such recommendation. Each holder is urged to evaluate carefully all information in the Offer to Purchase and the Notice of Guaranteed Delivery and consult its own investment and tax advisors. Each holder must make its own decision as to whether to tender its Notes, and, if so, the principal amount of the Notes as to which action is to be taken.
This press release shall not constitute an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities, nor shall there be any offer, solicitation or sale of the Notes or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful.
Forward Looking Statements
This press release includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about the Offer and other matters that are not historical facts. Words such as “believes,” “estimates,” “anticipates,” “intends,” “expects,” “projects,” “plans,” “seeks,” “may,” “will,” “should” and similar expressions or, in each case, their negative or other variations or comparable terminology may identify forward-looking statements. 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, the ability of Ascent to satisfy the conditions to the settlement of the Offer, general market and economic conditions, changes in law and government regulations and other matters affecting the business of Ascent. 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-K and 10-Q for additional information about Ascent and about the risks and uncertainties related to Ascent's business which may affect the statements made in this press release.
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Source: Ascent Capital Group