Item 7.01. Regulation FD Disclosure.
Public Disclosure of Material Non-public Information
As previously disclosed, on and after February 5, 2019, Ascent Capital Group,
Inc. (the "Company") and Monitronics International, Inc. ("Monitronics"),
entered into confidentiality agreements (the "Noteholder Confidentiality
Agreements") with certain holders of the Monitronics' 9.125% Senior Notes due
2020 (the "Noteholders"). On February 27, 2019, the Company and Monitronics
entered into confidentiality agreements (the "Term Lender Confidentiality
Agreements" and together with the Noteholder Confidentiality Agreements, the
"Confidentiality Agreements") with certain term lenders under Monitronics'
existing credit agreement (the "Term Lenders"). The Confidentiality Agreements
require a public disclosure of certain material non-public information provided
to the Noteholders and the Term Lenders (the "Cleansing Materials") upon certain
dates and events set forth in the Confidentiality Agreements.
The management presentation provided to the Noteholders and the Term Lenders and
attached as Exhibit 99.1 to this Form 8-K constitutes Cleansing Materials.
Statements made and information included in the Cleansing Materials are made as
of the date of such Cleansing Materials and not as of the date hereof. In the
course of subsequent operations, our views on some of these materials may have
changed. As such, Monitronics' future public filings may contain information
that updates or supersedes some of the information contained in the Cleansing
Materials, however Monitronics is under no obligation to update such Cleansing
Materials for the date hereof or any future date.
The information included in this Form 8-K under Item 7.01 and Exhibit 99.1
attached hereto are being furnished and shall not be deemed "filed" for purposes
of Section 18 of the Exchange Act or otherwise subject to liabilities of that
Section, unless the registrant specifically states that the information is to be
considered "filed" under the Exchange Act or incorporates it by reference into a
filing under the Exchange Act or the Securities Act.
This Current Report on Form 8-K contains certain statements that may be deemed
to be "forward-looking statements" within the meaning of the Securities Act and
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). All
statements other than statements of historical fact are, or may be deemed to be,
forward-looking statements. Forward-looking statements are statements of future
expectations that are based on management's current expectations and assumptions
and involve known and unknown risks and uncertainties and projections of results
of operations or of financial condition or forecasts of future events that could
cause actual results, performance or events to differ materially from those
expressed or implied in these statements. Words such as "could," "will," "may,"
"assume," "forecast," "position," "predict," "strategy," "expect," "intend,"
"plan," "estimate," "anticipate," "believe," "project," "budget," "potential" or
"continue" and similar expressions are used to identify forward-looking
statements. These statements are based on certain assumptions made by
Monitronics based on management's experience and perception of historical
trends, current conditions, anticipated future developments and other factors
believed to be appropriate. Although Monitronics believes its expectations
stated in this Current Report on Form 8-K are based on reasonable assumptions,
such statements are subject to a number of assumptions, risks and uncertainties,
many of which are beyond the control of Monitronics, that could cause actual
results to differ materially from those implied or expressed by the
forward-looking statements. These statements include, but are not limited to,
statements about the restructuring of Monitronics, anticipated future financial
or operational results, Monitronics' financial position, the previously
announced merger of the Company and Monitronics, and similar matters. These
statements are based on certain assumptions made by Monitronics based on
management's experience and perception of historical trends, current conditions,
anticipated future developments and other factors believed to be appropriate.
These risks include the factors described under "Risk Factors" in Monitronics'
Annual Report filed on Form 10-K and Quarterly Report on Form 10-Q with the SEC
and other public filings and press releases.
Each forward-looking statement speaks only as of the date of this Current Report
on Form 8-K and Monitronics undertakes no obligation to publicly update or
revise any forward-looking statement, whether as a result of new information,
future events or otherwise.
Nothing in this Current Report on Form 8-K shall constitute a solicitation to
buy or an offer to sell any securities of Monitronics or the Company. Copies of
Monitronics' and the Company's SEC filings are available free of charge at the
SEC's website (http://www.sec.gov). Copies of the filings together with the
materials incorporated by reference therein will also be available, without
charge, by directing a request to Monitronics International, Inc., 1990
Wittington Place, Farmers Branch, TX, Telephone: (972) 243-7443, or to Ascent
Capital Group, Inc., 5251 DTC Parkway. Suite 1000, Greenwood Village, CO 80111,
Telephone: (303) 628-5600.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Management Presentation
© Edgar Online, source Glimpses