Ascent Capital Group, Monitronics International and Ad Hoc Group of MONI Senior Noteholders Amend and Restate Transaction Support Agreement and Majority of MONI Term Loan Lenders Join Amended and Restated Transaction Support Agreement
Under the Amended Transaction Support Agreement, consistent with the original Transaction Support Agreement, MONI would make an offer to eligible holders to exchange Old MONI Notes for new second lien notes that would be issued by MONI (“MONI Second Lien Notes”) and solicit the consent of such holders to certain amendments to the indenture governing the Old MONI Notes that would eliminate or waive substantially all restrictive covenants and events of default. Pursuant to the Amended Transaction Support Agreement, the Consenting MONI Senior Noteholders have agreed to support and fully participate in such offer. The new deadline for Ascent and Moni to commence solicitation of the Proposed Exchange Transaction is
In addition, MONI would seek to amend the Credit Agreement and the related agreements and documents to permit, among other things, the issuance by MONI of MONI Second Lien Notes and provide certain covenant relief for the operating business. The per annum interest rate payable to term loan lenders that consent to the amendments to the Credit Agreement would be increased by 100 basis points and the per annum interest rate payable to Revolving Credit Lenders (as defined in the Credit Agreement) that consent to the amendments to the Credit Agreement would be increased by 75 basis points. The Credit Agreement will also provide for the termination of the accordion features of the Term Loan and the Revolving Loan and will eliminate the ability to incur Incremental Equivalent Debt under the Credit Agreement. The amortization of the Term Loan would be increased in amount to
As previously disclosed, if the requisite majority consents to amend the Term Loan or the Revolving Loans are not received, Ascent and MONI will instead implement the unsecured exchange offer contemplated by the Amended Transaction Support Agreement, which does not require any consents from holders of the Term Loan or the Revolving Credit Lenders.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any debt or equity securities of Ascent or MONI, or any other securities, nor shall there be any offer, solicitation or sale of any debt or equity securities of Ascent or MONI or any other securities in any state or other jurisdiction in which such an 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. Words such as “believes,” “estimates,” “anticipates,” “intends,” “expects,” “projects,” “plans,” “seeks,” “may,” “will,” “would,” “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 general market and economic conditions, changes in law and government regulations and other matters affecting the business of Ascent and MONI. These forward-looking statements speak only as of the date of this press release, and Ascent and MONI expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Ascent’s or MONI’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 and MONI, including the most recent Forms 10-K and 10-Q for additional information about Ascent and MONI and about the risks and uncertainties related to Ascent’s business and MONI’s business which may affect the statements made in this press release.
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Source: Ascent Capital Group