ASCMB / Ascent Capital Group, Inc. - SEC-arkivering, Årsberetning, Fuldmagtserklæring

ASCMB / Ascent Capital Group, Inc. / BANK OF AMERICA CORP /DE/ - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* Ascent Capital Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 043632108 (CUSIP Number) December 31, 2019 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu

ASCMB / Ascent Capital Group, Inc. / Nantahala Capital Management, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* ASCENT CAPITAL GROUP, INC. (Name of Issuer) Series A Common Stock, par value $.01 per share (Title of Class of Securities) 043632108 (CUSIP Number) August 31, 2019 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desig

ASCMB / Ascent Capital Group, Inc. 15-12G - - 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF THE DUTY TO FILE REPORTS UNDER SECTIONS 13 and 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-34176 ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Spec

ASCMB / Ascent Capital Group, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on September 6, 2019 Registration No.

ASCMB / Ascent Capital Group, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on September 6, 2019 Registration No.

ASCMB / Ascent Capital Group, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on September 6, 2019 Registration No.

ASCMB / Ascent Capital Group, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on September 6, 2019 Registration No.

ASCMB / Ascent Capital Group, Inc. S-8 POS - - S-8 POS

As filed with the Securities and Exchange Commission on September 6, 2019 Registration No.

Monitronics International Enters New Era of Growth and Innovation with Successful Emergence from Chapter 11 Well-Positioned for Long-Term Growth and Success with Renewed Balance Sheet Strength and the Support of EQT and Brigade Appoints New Board of

Exhibit 99.1 Monitronics International Enters New Era of Growth and Innovation with Successful Emergence from Chapter 11 Well-Positioned for Long-Term Growth and Success with Renewed Balance Sheet Strength and the Support of EQT and Brigade Appoints New Board of Directors with Nearly 100 Years of Combined Experience DALLAS, TX - August 30, 2019 (GLOBE NEWSWIRE) - Monitronics International, Inc. (“

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): August 30, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Emp

ASCMB / Ascent Capital Group, Inc. / FITZGERALD WILLIAM R - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.

ASCMB / Ascent Capital Group, Inc. / MALONE JOHN C - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 6) Under the Securities Exchange Act of 1934 ASCENT CAPITAL GROUP, INC. (Monitronics International, Inc. as successor by merger to Ascent Capital Group, Inc.) (Name of Issuer) Series A Common Stock, par value $0.01 per share Series B Common Stock, par value $0.01 per share (Title of Class of Secur

Ascent Capital Group and Monitronics International Announce Waiver under the Merger Agreement and OTC Listing Update

Exhibit 99.1 Ascent Capital Group and Monitronics International Announce Waiver under the Merger Agreement and OTC Listing Update ENGLEWOOD, CO - August 26, 2019 (GLOBE NEWSWIRE) — Ascent Capital Group, Inc. (“Ascent”) (OTC: ASCMA, ASCMB) and its wholly owned subsidiary, Monitronics International, Inc. (“Monitronics” or “the Company”), today announced that they have entered into a Waiver (the “Wai

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): August 26, 2019 ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation) (Commiss

Waiver, dated August 26, 2019.

EX-10.1 2 a19-178241ex10d1.htm EX-10.1 Exhibit 10.1 WAIVER UNDER AGREEMENT AND PLAN OF MERGER This WAIVER UNDER AGREEMENT AND PLAN OF MERGER (the “Waiver”) is entered into and is effective as of August 26, 2019, by and between Ascent Capital Group, Inc., a Delaware corporation (“Ascent”) and Monitronics International, Inc., a Texas corporation (“Monitronics”). Monitronics and Ascent are sometimes

Regulation FD Disclosure, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): August 21, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Emp

ASCENT CAPITAL GROUP STOCKHOLDERS APPROVE MERGER WITH MONITRONICS INTERNATIONAL

EX-99.1 2 acqspecialmeetingresults.htm EXHIBIT 99.1 Exhibit 99.1 ASCENT CAPITAL GROUP STOCKHOLDERS APPROVE MERGER WITH MONITRONICS INTERNATIONAL ENGLEWOOD, Colo., - August 21, 2019 - Ascent Capital Group, Inc. (“Ascent”) (OTC: ASCMA, ASCMB) today announced that Ascent stockholders approved the proposal (the “merger proposal”) to adopt the Agreement and Plan of Merger, by and between Ascent and Mon

Financial Statements and Exhibits, Other Events, Bankruptcy or Receivership

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): August 7, 2019 ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation) (Commissi

Joint Partial Prepackaged Plan of Reorganization of Monitronics International, Inc. and its Debtor Affiliates, dated June 3, 2019

Exhibit 2.1 UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION x : Chapter 11 In re: : : Case No. 19- ( ) MONITRONICS INTERNATIONAL, INC., et al., : : Joint Administration Requested Debtors.(1) : : x JOINT PARTIAL PREPACKAGED PLAN OF REORGANIZATION OF MONITRONICS INTERNATIONAL, INC. AND ITS DEBTOR AFFILIATES UNDER CHAPTER 11 OF THE BANKRUPTCY CODE LATHAM & WATKINS L

Joint Partial Prepackaged Plan of Reorganization of Monitronics International, Inc. and its Debtor Affiliates, dated June 3, 2019

Exhibit 2.1 UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION x : Chapter 11 In re: : : Case No. 19- ( ) MONITRONICS INTERNATIONAL, INC., et al., : : Joint Administration Requested Debtors.(1) : : x JOINT PARTIAL PREPACKAGED PLAN OF REORGANIZATION OF MONITRONICS INTERNATIONAL, INC. AND ITS DEBTOR AFFILIATES UNDER CHAPTER 11 OF THE BANKRUPTCY CODE LATHAM & WATKINS L

ASCMB / Ascent Capital Group, Inc. 425 - Merger Prospectus - 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): August 7, 2019 MONITRONICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Texas 333-110025 74-2719343 (State or other jurisdiction of incorporation) (Commi

Joint Partial Prepackaged Plan of Reorganization of Monitronics International, Inc. and its Debtor Affiliates, dated June 3, 2019

Exhibit 2.1 UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION x : Chapter 11 In re: : : Case No. 19- ( ) MONITRONICS INTERNATIONAL, INC., et al., : : Joint Administration Requested Debtors.(1) : : x JOINT PARTIAL PREPACKAGED PLAN OF REORGANIZATION OF MONITRONICS INTERNATIONAL, INC. AND ITS DEBTOR AFFILIATES UNDER CHAPTER 11 OF THE BANKRUPTCY CODE LATHAM & WATKINS L

ASCMB / Ascent Capital Group, Inc. DEFA14A - - 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): August 7, 2019 ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation) (Commissi

ASCMB / Ascent Capital Group, Inc. 425 - Merger Prospectus - 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): August 8, 2019 MONITRONICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Texas 333-110025 74-2719343 (State or other jurisdiction of incorporation) (Commi

Monitronics International Announces Confirmation of Plan of Reorganization Expects to Emerge from Chapter 11 in Early September With One of the Industry’s Strongest Balance Sheets; Will Be Well Established for Growth and Innovation While Maintaining

EX-99.1 2 a19-168152ex99d1.htm EX-99.1 Exhibit 99.1 Monitronics International Announces Confirmation of Plan of Reorganization Expects to Emerge from Chapter 11 in Early September With One of the Industry’s Strongest Balance Sheets; Will Be Well Established for Growth and Innovation While Maintaining World Class Customer Service ENGLEWOOD, Colo. - Aug. 8, 2019 (GLOBE NEWSWIRE) — Monitronics Intern

Financial Statements and Exhibits, Other Events

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): August 8, 2019 ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation) (Commissi

Monitronics International Announces Confirmation of Plan of Reorganization Expects to Emerge from Chapter 11 in Early September With One of the Industry’s Strongest Balance Sheets; Will Be Well Established for Growth and Innovation While Maintaining

Exhibit 99.1 Monitronics International Announces Confirmation of Plan of Reorganization Expects to Emerge from Chapter 11 in Early September With One of the Industry’s Strongest Balance Sheets; Will Be Well Established for Growth and Innovation While Maintaining World Class Customer Service ENGLEWOOD, Colo. - Aug. 8, 2019 (GLOBE NEWSWIRE) — Monitronics International, Inc. (“Monitronics” or “the Co

Monitronics International Announces Confirmation of Plan of Reorganization Expects to Emerge from Chapter 11 in Early September With One of the Industry’s Strongest Balance Sheets; Will Be Well Established for Growth and Innovation While Maintaining

Exhibit 99.1 Monitronics International Announces Confirmation of Plan of Reorganization Expects to Emerge from Chapter 11 in Early September With One of the Industry’s Strongest Balance Sheets; Will Be Well Established for Growth and Innovation While Maintaining World Class Customer Service ENGLEWOOD, Colo. - Aug. 8, 2019 (GLOBE NEWSWIRE) — Monitronics International, Inc. (“Monitronics” or “the Co

ASCMB / Ascent Capital Group, Inc. DEFA14A - - 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): August 8, 2019 ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation) (Commissi

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): August 7, 2019 ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation) (Commissi

ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019

EX-99.1 2 a19-168161ex99d1.htm EX-99.1 Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019 Englewood, CO — August 7, 2019 — Ascent Capital Group, Inc. (“Ascent” or the “Company”) (OTC: ASCMA, ASCMB) has reported results for the three and six months ended June 30, 2019. Ascent is a holding company that owns Monitronics International, Inc.,

ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019

Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019 Englewood, CO — August 7, 2019 — Ascent Capital Group, Inc. (“Ascent” or the “Company”) (OTC: ASCMA, ASCMB) has reported results for the three and six months ended June 30, 2019. Ascent is a holding company that owns Monitronics International, Inc., (“Monitronics”, doing business as Brink

ASCMB / Ascent Capital Group, Inc. 425 - Merger Prospectus - 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): August 7, 2019 MONITRONICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Texas 333-110025 74-2719343 (State or other jurisdiction of incorporation) (Commi

ASCMB / Ascent Capital Group, Inc. DEFA14A - - 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): August 7, 2019 ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation) (Commissi

ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019

Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2019 Englewood, CO — August 7, 2019 — Ascent Capital Group, Inc. (“Ascent” or the “Company”) (OTC: ASCMA, ASCMB) has reported results for the three and six months ended June 30, 2019. Ascent is a holding company that owns Monitronics International, Inc., (“Monitronics”, doing business as Brink

ASCMB / Ascent Capital Group, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34176 ASC

ASCENT CAPITAL GROUP ANNOUNCES DATE OF SPECIAL MEETING OF STOCKHOLDERS

Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES DATE OF SPECIAL MEETING OF STOCKHOLDERS ENGLEWOOD, Colo., - July 25, 2019 (GLOBE NEWSWIRE) - Ascent Capital Group, Inc. (“Ascent”) today announced that a special meeting of stockholders of Ascent will be held on Wednesday, August 21, 2019, at 10:00 a.m., Mountain Time, at the corporate offices of Ascent, 5251 DTC Parkway, Second Floor Conference Room, Gr

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 25, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Emplo

ASCMB / Ascent Capital Group, Inc. DEFM14A - - DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS ASCENT CAPITAL GROUP, INC.

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 17, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Emplo

ASCENT CAPITAL GROUP SERIES A COMMON STOCK TO RETAIN “ASCMA” TICKER SYMBOL

EX-99.1 2 acqtickersymbolpr.htm EXHIBIT 99.1 Exhibit 99.1 ASCENT CAPITAL GROUP SERIES A COMMON STOCK TO RETAIN “ASCMA” TICKER SYMBOL ENGLEWOOD, Colo., - July 17, 2019 (GLOBE NEWSWIRE) - Ascent Capital Group, Inc. (“Ascent”) today announced that, after further review, FINRA and the OTC Markets have determined that Ascent’s Series A common stock, par value $0.01 per share, may again be quoted on the

ASCMB / Ascent Capital Group, Inc. 25 - - 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 OMB APPROVAL OMB Number: 3235-0080 Expires: March 31, 2021 Estimated average burden hours per response. . . . . . 1.00 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34176 Ascent Capital Group, Inc., Nasdaq Global Select Ma

1

Exhibit 99.25 Annex A Voluntary Delisting of Ascent Capital Group, Inc. Series A common stock, par value $0.01 per share, from The Nasdaq Stock Market LLC On July 3, 2019 and July 5, 2019, Ascent Capital Group, Inc. (“Ascent”) notified The Nasdaq Stock Market LLC (“NASDAQ”) and issued press releases announcing its intent to voluntarily withdraw the listing of the Series A common stock, par value $

ASCENT CAPITAL GROUP ANNOUNCES SUSPENSION FROM NASDAQ EFFECTIVE JULY 12, 2019

Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES SUSPENSION FROM NASDAQ EFFECTIVE JULY 12, 2019 ENGLEWOOD, Colo., - July 11, 2019 (GLOBE NEWSWIRE) - Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) today announced that it has received notice from The Nasdaq Stock Market LLC (“NASDAQ”) that Ascent’s Series A common stock, par value $0.01 per share (the “Series A common stock”), will be suspended fr

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 acgnasdaqnotice.htm 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): July 11, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdictio

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

8-K 1 a19-1252918k.htm 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): June 29, 2019 ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34176 26-2735737 (State or other jurisdiction o

Amendment No. 1 to the Bylaws of Monitronics International, Inc., dated as of June 29, 2019.

Exhibit 3.1 AMENDMENT NO. 1 TO THE BYLAWS OF MONITRONICS INTERNATIONAL, INC. This Amendment No. 1 to the Bylaws (the “Bylaws”) of Monitronics International, Inc., a Texas corporation, dated June 29, 2019, is made pursuant to Article IX of the Bylaws by the Board of Directors (the “Board”) of Monitronics International, Inc. 1. Amendment to Article II, Section 1 of the Bylaws. Article II, Section 1

Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of July 3, 2019, among Monitronics International, Inc., as the Borrower, the Guarantors party thereto, Encina Private Credit SPV, LLC, as Administrative Agent, Swingline Lender and L/C Issuer, the Lenders party thereto, KKR Capital Markets LLC, as Lead Arranger and Bookrunner and KKR Credit Advisors (US) LLC, as Structuring Advisor.

Exhibit 10.1 Execution Version SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of July 3, 2019 among MONITRONICS INTERNATIONAL, INC., as the Borrower THE GUARANTORS PARTY HERETO, ENCINA PRIVATE CREDIT SPV, LLC, as Administrative Agent, Swingline Lender and L/C Issuer, THE LENDERS PARTY HERETO, KKR CAPITAL MARKETS LLC as Lead Arranger and Bookrunner and KKR CREDIT ADVISORS (US)

Amendment No. 8 to Credit Agreement and Consent to Agency Resignation and Appointment Agreement, dated as of July, 3, 2019, among Monitronics International, Inc., as Borrower, the Guarantors party thereto, Cortland Capital Market Services LLC, in its capacity as successor agent and the Lenders party thereto.

EX-10.2 4 a19-125291ex10d2.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 8 TO CREDIT AGREEMENT AND CONSENT TO AGENCY RESIGNATION AND APPOINTMENT AGREEMENT This Amendment No. 8 to Credit Agreement and Consent to Agency Resignation and Appointment Agreement (this “Amendment”) is entered into as of July 3, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borro

Amendment No. 8 to Credit Agreement and Consent to Agency Resignation and Appointment Agreement, dated as of July, 3, 2019, among Monitronics International, Inc., as Borrower, the Guarantors party thereto, Cortland Capital Market Services LLC, in its capacity as successor agent and the Lenders party thereto.

Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 8 TO CREDIT AGREEMENT AND CONSENT TO AGENCY RESIGNATION AND APPOINTMENT AGREEMENT This Amendment No. 8 to Credit Agreement and Consent to Agency Resignation and Appointment Agreement (this “Amendment”) is entered into as of July 3, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borrower”), the guarantors party hereto (the

ASCMB / Ascent Capital Group, Inc. 425 - Merger Prospectus - 8-K

425 1 a19-1252818k.htm 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): June 29, 2019 MONITRONICS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) Texas 333-110025 74-2719343 (State or other jurisdictio

Secured Superpriority Debtor-in-Possession Credit Agreement, dated as of July 3, 2019, among Monitronics International, Inc., as the Borrower, the Guarantors party thereto, Encina Private Credit SPV, LLC, as Administrative Agent, Swingline Lender and L/C Issuer, the Lenders party thereto, KKR Capital Markets LLC, as Lead Arranger and Bookrunner and KKR Credit Advisors (US) LLC, as Structuring Advisor.

Exhibit 10.1 Execution Version SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of July 3, 2019 among MONITRONICS INTERNATIONAL, INC., as the Borrower THE GUARANTORS PARTY HERETO, ENCINA PRIVATE CREDIT SPV, LLC, as Administrative Agent, Swingline Lender and L/C Issuer, THE LENDERS PARTY HERETO, KKR CAPITAL MARKETS LLC as Lead Arranger and Bookrunner and KKR CREDIT ADVISORS (US)

Amendment No. 1 to the Bylaws of Monitronics International, Inc., dated as of June 29, 2019.

Exhibit 3.1 AMENDMENT NO. 1 TO THE BYLAWS OF MONITRONICS INTERNATIONAL, INC. This Amendment No. 1 to the Bylaws (the “Bylaws”) of Monitronics International, Inc., a Texas corporation, dated June 29, 2019, is made pursuant to Article IX of the Bylaws by the Board of Directors (the “Board”) of Monitronics International, Inc. 1. Amendment to Article II, Section 1 of the Bylaws. Article II, Section 1

ASCMB / Ascent Capital Group, Inc. DEFA14A - - 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): June 29, 2019 ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation) (Commissio

Amendment No. 1 to the Bylaws of Monitronics International, Inc., dated as of June 29, 2019.

Exhibit 3.1 AMENDMENT NO. 1 TO THE BYLAWS OF MONITRONICS INTERNATIONAL, INC. This Amendment No. 1 to the Bylaws (the “Bylaws”) of Monitronics International, Inc., a Texas corporation, dated June 29, 2019, is made pursuant to Article IX of the Bylaws by the Board of Directors (the “Board”) of Monitronics International, Inc. 1. Amendment to Article II, Section 1 of the Bylaws. Article II, Section 1

Amendment No. 8 to Credit Agreement and Consent to Agency Resignation and Appointment Agreement, dated as of July 3, 2019, among Monitronics, as Borrower, the Guarantors party thereto, Cortland Capital Market Services LLC, in its capacity as successor agent and the Lenders party thereto (incorporated by reference to Exhibit 10.2 to the July 8-K).

EX-10.2 4 a19-125291ex10d2.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION AMENDMENT NO. 8 TO CREDIT AGREEMENT AND CONSENT TO AGENCY RESIGNATION AND APPOINTMENT AGREEMENT This Amendment No. 8 to Credit Agreement and Consent to Agency Resignation and Appointment Agreement (this “Amendment”) is entered into as of July 3, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borro

Secured Superpriority Debtor-in-Possession Credit Agreement and Consent to Agency Resignation and Appointment Agreement, dated as of July 3, 2019, among Monitronics, as Borrower, the Guarantors party thereto, Encina Private Credit SPV, LLC, as Administrative Agent, Swingline Lender and L/C Issuer, the Lenders party thereto, KKR Capital Markets LLC, as Lead Arranger and Bookrunner and KKR Credit Advisors (US) LLC, as Structuring Advisor (incorporated by reference to Exhibit 10.1 to the July 8-K).

EX-10.1 3 a19-125291ex10d1.htm EX-10.1 Exhibit 10.1 Execution Version SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT Dated as of July 3, 2019 among MONITRONICS INTERNATIONAL, INC., as the Borrower THE GUARANTORS PARTY HERETO, ENCINA PRIVATE CREDIT SPV, LLC, as Administrative Agent, Swingline Lender and L/C Issuer, THE LENDERS PARTY HERETO, KKR CAPITAL MARKETS LLC as Lead Arranger and

ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS

Exhibit 99.1 ASCENT CAPITAL GROUP, INC. AND SUBSIDIARIES UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENTS The following unaudited condensed consolidated pro forma financial statements of Ascent Capital Group, Inc. and its consolidated subsidiaries (collectively, "Ascent Capital" or the "Company") are included herein: • Unaudited condensed consolidated pro forma balance sheet as of M

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): June 30, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Emplo

ASCENT CAPITAL GROUP ANNOUNCES VOLUNTARY DELISTING FROM NASDAQ

EX-99.1 2 a19-124882ex99d1.htm EX-99.1 Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES VOLUNTARY DELISTING FROM NASDAQ ENGLEWOOD, Colo., — July 5, 2019 (GLOBE NEWSWIRE) — As previously announced, on July 3, 2019, Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) has voluntarily notified The Nasdaq Stock Market LLC (“NASDAQ”) of its intent to withdraw its Series A common stock, par value $0.01 per

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2019 (July 1, 2019) ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34176 26-2735737 (State or other jurisdi

ASCENT CAPITAL GROUP ANNOUNCES VOLUNTARY DELISTING FROM NASDAQ

EX-99.1 2 a19-124882ex99d1.htm EX-99.1 Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES VOLUNTARY DELISTING FROM NASDAQ ENGLEWOOD, Colo., — July 5, 2019 (GLOBE NEWSWIRE) — As previously announced, on July 3, 2019, Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) has voluntarily notified The Nasdaq Stock Market LLC (“NASDAQ”) of its intent to withdraw its Series A common stock, par value $0.01 per

ASCMB / Ascent Capital Group, Inc. DEFA14A - - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 3, 2019 (July 1, 2019) ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34176 26-2735737 (State or other jurisdi

ASCENT CAPITAL GROUP ANNOUNCES VOLUNTARY DELISTING FROM NASDAQ

Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES VOLUNTARY DELISTING FROM NASDAQ ENGLEWOOD, Colo., — July 3, 2019 (GLOBE NEWSWIRE) — Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA), today announced that it has voluntarily notified The Nasdaq Stock Market LLC (“NASDAQ”) of its intent to withdraw its Series A common stock, par value $0.01 per share (the “Series A common stock”), from listing on the

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

8-K 1 a19-1248818k.htm 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): July 3, 2019 ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of

ASCMB / Ascent Capital Group, Inc. DEFA14A - - 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): July 3, 2019 ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation) (Commission

ASCENT CAPITAL GROUP ANNOUNCES VOLUNTARY DELISTING FROM NASDAQ

EX-99.1 2 a19-124881ex99d1.htm EX-99.1 Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES VOLUNTARY DELISTING FROM NASDAQ ENGLEWOOD, Colo., — July 3, 2019 (GLOBE NEWSWIRE) — Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA), today announced that it has voluntarily notified The Nasdaq Stock Market LLC (“NASDAQ”) of its intent to withdraw its Series A common stock, par value $0.01 per share (the “Serie

ASCMB / Ascent Capital Group, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

ASCMB / Ascent Capital Group, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

ASCMB / Ascent Capital Group, Inc. 425 - Merger Prospectus - 425

Filed by Monitronics International, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 Subject Company: Ascent Capital Group, Inc. Commission File No. 001-34176 On July 1, 2019, Jeff Gardner, President and Chief Executive Officer of Monitronics International, Inc. (“Monitronics”), the wholly-owned subsidiary of Ascent Capital Group, Inc. (“Ascent”), sent the following email to employees. T

ASCMB / Ascent Capital Group, Inc. 425 - Merger Prospectus - 425

Filed by Monitronics International, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 Subject Company: Ascent Capital Group, Inc. Commission File No. 001-34176 MONITRONICS INTERNATIONAL FILES VOLUNTARY CHAPTER 11 TO RESTRUCTURE AND STRENGTHEN BALANCE SHEET Committed to Operating Its Business as Usual, Including Providing Powerful Home Security to Customers Without Interruption Secures Com

MONITRONICS INTERNATIONAL FILES VOLUNTARY CHAPTER 11 TO RESTRUCTURE AND STRENGTHEN BALANCE SHEET Committed to Operating Its Business as Usual, Including Providing Powerful Home Security to Customers Without Interruption Secures Commitment of $245 Mil

Exhibit 99.1 MONITRONICS INTERNATIONAL FILES VOLUNTARY CHAPTER 11 TO RESTRUCTURE AND STRENGTHEN BALANCE SHEET Committed to Operating Its Business as Usual, Including Providing Powerful Home Security to Customers Without Interruption Secures Commitment of $245 Million in Debtor-in-Possession Financing to Support Business Operations ENGLEWOOD, Colo., — July 01, 2019 (GLOBE NEWSWIRE) — Monitronics In

Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Bankruptcy or Receivership

8-K 1 a19-1231938k.htm 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): June 30, 2019 ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34176 26-2735737 (State or other jurisdiction o

Project Secure May 2019 – Financial Results June 24, 2019 Financial Results Summary – May 2019 YTD The Company shared its preliminary, unaudited May 2019 May 2019 YTD Favorable / (Unfavorable) ($ in '000s) Budget Prelim. Act. Var. Amt. Var. % financi

EX-99.1 2 managementpresentation.htm EXHIBIT 99.1 Project Secure May 2019 – Financial Results June 24, 2019 Financial Results Summary – May 2019 YTD The Company shared its preliminary, unaudited May 2019 May 2019 YTD Favorable / (Unfavorable) ($ in '000s) Budget Prelim. Act. Var. Amt. Var. % financial results. The illustrative table to the right Total Revenue (Incl. ASC 606) $219,236 $215,180 ($4,

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 25, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Emplo

Forbearance and Limited Waiver to Credit Agreement, dated as of June 14, 2019 by and among Monitronics, Bank of America, N.A, as administrative agent and certain specified lenders party thereto.

Exhibit 10.1 FORBEARANCE AND LIMITED WAIVER TO CREDIT AGREEMENT This Forbearance and Limited Waiver to Credit Agreement (this “Forbearance and Limited Waiver”) is entered into as of June 14, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borrower”), each other Loan Party to the Credit Agreement (as defined herein), Bank of America, N.A., as administrative agent (in

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a19-1172918k.htm 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): June 14, 2019 ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-34176 26-2735737 (State or other jurisdiction o

Amendment to Restructuring Support Agreement, dated as of June 1, 2019, by and among the Debtors, Ascent Capital, certain noteholders and term lenders of the Debtors and other parties thereto.

EX-10.1 2 a19-112331ex10d1.htm EX-10.1 Exhibit 10.1 AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT This amendment, dated as of June 1, 2019 (as may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Amendment”) to that certain Restructuring Support Agreement dated as of May 20, 2019 (together with all exhibits, schedules

Amendment to Commitment Letter dated as of June 4, 2019, by and among Monitronics and KKR.

EX-10.2 3 a19-112331ex10d2.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION KKR CREDIT ADVISORS (US) LLC 555 California Street, 50th Floor San Francisco, California 94104 PERSONAL AND CONFIDENTIAL June 4, 2019 Mr. Fred Graffam Chief Financial Officer Monitronics International, Inc. 1990 Wittington Place Farmers Branch, Texas 75234 Amendment to Commitment Letter Dear Mr. Graffam: Reference is made to tha

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a19-1123318k.htm 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): June 4, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of

ASCMB / Ascent Capital Group, Inc. 425 - Merger Prospectus - 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): June 4, 2019 MONITRONICS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) Texas 333-110025 74-2719343 (State or other jurisdiction of incorporation) (Commiss

Amendment to Commitment Letter dated as of June 4, 2019, by and among Monitronics and KKR.

EX-10.2 3 a19-112301ex10d2.htm EX-10.2 Exhibit 10.2 EXECUTION VERSION KKR CREDIT ADVISORS (US) LLC 555 California Street, 50th Floor San Francisco, California 94104 PERSONAL AND CONFIDENTIAL June 4, 2019 Mr. Fred Graffam Chief Financial Officer Monitronics International, Inc. 1990 Wittington Place Farmers Branch, Texas 75234 Amendment to Commitment Letter Dear Mr. Graffam: Reference is made to tha

Amendment to Restructuring Support Agreement, dated as of June 1, 2019, by and among the Debtors, Ascent Capital, certain noteholders and term lenders of the Debtors and other parties thereto.

EX-10.1 2 a19-112301ex10d1.htm EX-10.1 Exhibit 10.1 AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT This amendment, dated as of June 1, 2019 (as may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Amendment”) to that certain Restructuring Support Agreement dated as of May 20, 2019 (together with all exhibits, schedules

Amendment to Commitment Letter dated as of June 4, 2019, by and among Monitronics and KKR.

Exhibit 10.2 EXECUTION VERSION KKR CREDIT ADVISORS (US) LLC 555 California Street, 50th Floor San Francisco, California 94104 PERSONAL AND CONFIDENTIAL June 4, 2019 Mr. Fred Graffam Chief Financial Officer Monitronics International, Inc. 1990 Wittington Place Farmers Branch, Texas 75234 Amendment to Commitment Letter Dear Mr. Graffam: Reference is made to that certain Commitment Letter, dated as o

ASCMB / Ascent Capital Group, Inc. DEFA14A - - 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): June 4, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation) (Commission

Amendment to Restructuring Support Agreement, dated as of June 1, 2019, by and among the Debtors, Ascent Capital, certain noteholders and term lenders of the Debtors and other parties thereto.

Exhibit 10.1 AMENDMENT TO RESTRUCTURING SUPPORT AGREEMENT This amendment, dated as of June 1, 2019 (as may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Amendment”) to that certain Restructuring Support Agreement dated as of May 20, 2019 (together with all exhibits, schedules and attachments thereto, and as may be

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 acgmvphs519.htm 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 29, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction (Co

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a19-1090518k.htm 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 24, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of

Put Option Agreement, dated as of May 28, 2019, by and among Monitronics, Ascent and the Commitment Parties.

EX-10.1 2 a19-109051ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION PUT OPTION AGREEMENT AMONG MONITRONICS INTERNATIONAL, INC., ASCENT CAPITAL GROUP, INC., CERTAIN AFFILIATES OF MONITRONICS INTERNATIONAL, INC., AND THE COMMITMENT PARTIES HERETO Dated as of May 28, 2019 TABLE OF CONTENTS Page 1. Rights Offering and Commitments 3 1.1 The Rights Offering; Purchase Notices 3 1.2 Primary Commitments

ASCMB / Ascent Capital Group, Inc. DEFA14A - - 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 24, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation) (Commission

Put Option Agreement, dated as of May 28, 2019, by and among Monitronics, Ascent and the Commitment Parties.

Exhibit 10.1 EXECUTION VERSION PUT OPTION AGREEMENT AMONG MONITRONICS INTERNATIONAL, INC., ASCENT CAPITAL GROUP, INC., CERTAIN AFFILIATES OF MONITRONICS INTERNATIONAL, INC., AND THE COMMITMENT PARTIES HERETO Dated as of May 28, 2019 TABLE OF CONTENTS Page 1. Rights Offering and Commitments 3 1.1 The Rights Offering; Purchase Notices 3 1.2 Primary Commitments 4 1.3 Backstop Commitments 6 1.4 Equity

ASCMB / Ascent Capital Group, Inc. 425 - Merger Prospectus - 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 24, 2019 MONITRONICS INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) Texas 333-110025 74-2719343 (State or other jurisdiction of incorporation) (Commiss

Put Option Agreement, dated as of May 28, 2019, by and among Monitronics, Ascent and the Commitment Parties.

EX-10.1 2 a19-108971ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION PUT OPTION AGREEMENT AMONG MONITRONICS INTERNATIONAL, INC., ASCENT CAPITAL GROUP, INC., CERTAIN AFFILIATES OF MONITRONICS INTERNATIONAL, INC., AND THE COMMITMENT PARTIES HERETO Dated as of May 28, 2019 TABLE OF CONTENTS Page 1. Rights Offering and Commitments 3 1.1 The Rights Offering; Purchase Notices 3 1.2 Primary Commitments

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 a19-1061118k.htm 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 24, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of

April 2019 – Financial Results May 23, 2019 Project Secure

Exhibit 99.1 April 2019 – Financial Results May 23, 2019 Project Secure Financial Results Summary – April 2019 YTD [ 2 ] The Company shared its preliminary, unaudited April 2019 financial results. The illustrative table to the right compares budgeted versus preliminary unaudited actuals for certain metrics as of and for the four months ended April 2019 Total Revenue was $2.7M, 1.5% below budget du

ASCMB / Ascent Capital Group, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

ASCMB / Ascent Capital Group, Inc. 425 - Merger Prospectus - 425

Filed by Monitronics International, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 Subject Company: Ascent Capital Group, Inc. Commission File No. 001-34176 On May 21, 2019, Jeff Gardner, President and Chief Executive Officer of Monitronics International, Inc. (“Monitronics”), the wholly-owned subsidiary of Ascent Capital Group, Inc. (“Ascent”), sent the following email to employees. M

Restructuring Support Agreement, dated as of May 20, 2019, by and among the Debtors, Ascent Capital, certain noteholders and term lenders of the Debtors and other parties thereto.

Exhibit 10.1 EXECUTION VERSION THIS RESTRUCTURING SUPPORTAGREEMENTANDTHE DOCUMENTS PROPOSED ATTACHED HERETO COLLECTIVELY DESCRIBE A RESTRUCTURING FOR THE COMPANY PARTIES THAT WOULD BE EFFECTUATED THROUGH PARTIAL PRE-PACKAGED CHAPTER THE BANKRUPTCY COURT. 11 CASES IN THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

8-K 1 a19-669328k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 15, 2019 ASCENT CAPITAL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-34176 26-2735737 (State or Other Jurisdiction of Incorp

Select Company Information Project Secure

Exhibit 99.2 Select Company Information Project Secure [ 1 ] I. Company Overview 2 II. Business Plan Overview 10 III. Supplemental Information 14 Table of Contents I. Company Overview Security Sensors & Devices Home Automation UL Listed, Five Diamond Central Monitoring Station with Back-up Capabilities Introduction to Monitronics Monitronics is a leading security monitoring and home automation pro

ASCENT CAPITAL GROUP AND MONITRONICS INTERNATIONAL ANNOUNCE RESTRUCTURING SUPPORT AGREEMENT

Exhibit 99.1 ASCENT CAPITAL GROUP AND MONITRONICS INTERNATIONAL ANNOUNCE RESTRUCTURING SUPPORT AGREEMENT ENGLEWOOD, CO — May 21, 2019 (GLOBE NEWSWIRE) — Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) today announced that its wholly owned subsidiary Monitronics International, Inc. (“Monitronics” or “the Company”) has entered into a Restructuring Support Agreement (the “Support Agreement”) wi

Amendment No. 7 to Forbearance Agreement, dated as of May 15, 2019 by and among the Company, each loan party to the Credit Agreement, Bank of America, N.A., as administrative agent and certain lenders party thereto.

EX-10.2 3 a19-66932ex10d2.htm EX-10.2 Exhibit 10.2 AMENDMENT NO. 7 TO FORBEARANCE AGREEMENT This Amendment No. 7 to the Forbearance Agreement (this “Seventh Amendment”) is entered into as of May 15, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borrower”), each other Loan Party to the Credit Agreement, Bank of America, N.A., as administrative agent (in such capacit

Management Presentation

Exhibit 99.2 Select Company Information Project Secure [ 1 ] I. Company Overview 2 II. Business Plan Overview 10 III. Supplemental Information 14 Table of Contents I. Company Overview Security Sensors & Devices Home Automation UL Listed, Five Diamond Central Monitoring Station with Back-up Capabilities Introduction to Monitronics Monitronics is a leading security monitoring and home automation pro

Amendment No. 7 to Forbearance Agreement, dated as of May 15, 2019 by and among the Company, each loan party to the Credit Agreement, Bank of America, N.A., as administrative agent and certain lenders party thereto.

Exhibit 10.2 AMENDMENT NO. 7 TO FORBEARANCE AGREEMENT This Amendment No. 7 to the Forbearance Agreement (this “Seventh Amendment”) is entered into as of May 15, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borrower”), each other Loan Party to the Credit Agreement, Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and cer

ASCMB / Ascent Capital Group, Inc. DEFA14A - - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 15, 2019 ASCENT CAPITAL GROUP, INC.

Press Release, dated May 21, 2019.

Exhibit 99.1 ASCENT CAPITAL GROUP AND MONITRONICS INTERNATIONAL ANNOUNCE RESTRUCTURING SUPPORT AGREEMENT ENGLEWOOD, CO — May 21, 2019 (GLOBE NEWSWIRE) — Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) today announced that its wholly owned subsidiary Monitronics International, Inc. (“Monitronics” or “the Company”) has entered into a Restructuring Support Agreement (the “Support Agreement”) wi

Restructuring Support Agreement, dated as of May 20, 2019, by and among the Debtors, Ascent Capital, certain noteholders and term lenders of the Debtors and other parties thereto.

Exhibit 10.1 EXECUTION VERSION THIS RESTRUCTURING SUPPORTAGREEMENTANDTHE DOCUMENTS PROPOSED ATTACHED HERETO COLLECTIVELY DESCRIBE A RESTRUCTURING FOR THE COMPANY PARTIES THAT WOULD BE EFFECTUATED THROUGH PARTIAL PRE-PACKAGED CHAPTER THE BANKRUPTCY COURT. 11 CASES IN THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11

Amendment No. 7 to Forbearance Agreement, dated as of May 15, 2019 by and among the Company, each loan party to the Credit Agreement, Bank of America, N.A, as administrative agent and certain lenders party thereto.

Exhibit 10.2 AMENDMENT NO. 7 TO FORBEARANCE AGREEMENT This Amendment No. 7 to the Forbearance Agreement (this “Seventh Amendment”) is entered into as of May 15, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borrower”), each other Loan Party to the Credit Agreement, Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and cer

ASCENT CAPITAL GROUP AND MONITRONICS INTERNATIONAL ANNOUNCE RESTRUCTURING SUPPORT AGREEMENT

Exhibit 99.1 ASCENT CAPITAL GROUP AND MONITRONICS INTERNATIONAL ANNOUNCE RESTRUCTURING SUPPORT AGREEMENT ENGLEWOOD, CO — May 21, 2019 (GLOBE NEWSWIRE) — Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) today announced that its wholly owned subsidiary Monitronics International, Inc. (“Monitronics” or “the Company”) has entered into a Restructuring Support Agreement (the “Support Agreement”) wi

Select Company Information Project Secure

Exhibit 99.2 Select Company Information Project Secure [ 1 ] I. Company Overview 2 II. Business Plan Overview 10 III. Supplemental Information 14 Table of Contents I. Company Overview Security Sensors & Devices Home Automation UL Listed, Five Diamond Central Monitoring Station with Back-up Capabilities Introduction to Monitronics Monitronics is a leading security monitoring and home automation pro

ASCMB / Ascent Capital Group, Inc. 425 - Merger Prospectus - 8-K

425 1 a19-1021518k.htm 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 15, 2019 MONITRONICS INTERNATIONAL, INC. (Exact Name of Registrant as Specified in its Charter) Texas 333-110025 74-2719343 (State or other jurisdiction

Restructuring Support Agreement, dated as of May 20, 2019, by and among the Debtors, Ascent, certain noteholders and term lenders of the Debtors and other parties thereto.

EX-10.1 2 a19-102151ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION THIS RESTRUCTURING SUPPORTAGREEMENTANDTHE DOCUMENTS PROPOSED ATTACHED HERETO COLLECTIVELY DESCRIBE A RESTRUCTURING FOR THE COMPANY PARTIES THAT WOULD BE EFFECTUATED THROUGH PARTIAL PRE-PACKAGED CHAPTER THE BANKRUPTCY COURT. 11 CASES IN THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER WITH RESPECT TO ANY SECURITIES OR A SOLIC

Amendment No. 2 to Forbearance Agreement, dated as of April 24, 2019, by and among Monitronics, each loan party to the Credit Agreement, Bank of America, N.A., as administrative agent and certain lenders thereto.

Exhibit 10.8 AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT This Amendment No. 2 to the Forbearance Agreement (this “Second Amendment”) is entered into as of April 24, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borrower”), each other Loan Party to the Credit Agreement, Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and ce

ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2019

EX-99.1 2 acgecq119ex991.htm EXHIBIT 99.1 Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2019 Englewood, CO - May 14, 2019 - Ascent Capital Group, Inc. (“Ascent” or the “Company”) (Nasdaq: ASCMA) has reported results for the three months ended March 31, 2019. Ascent is a holding company that owns Monitronics International, Inc., ("Monitronics", d

Forbearance Agreement, dated as of April 1, 2019, by and among Monitronics International, Inc. (“Monitronics”), each loan party to Monitronics’ Credit Agreement, dated as of March 23, 2012 (as amended, the “Credit Agreement”), Bank of America, N.A., as administrative agent and certain lenders thereto.

Exhibit 10.7 FORBEARANCE AGREEMENT This Forbearance Agreement (this “Forbearance”) is entered into as of April 1, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borrower”), each other Loan Party to the Credit Agreement (as defined herein), Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and certain Lenders party hereto.

Monitronics International, Inc. 2017 Cash Incentive Plan.

Exhibit 10.3 MONITRONICS INTERNATIONAL, INC. 2017 CASH INCENTIVE PLAN (As Amended and Restated January 1, 2019) ARTICLE I PURPOSE OF PLAN; EFFECTIVE DATE 1.1 Purpose. The purpose of the Plan is to promote the success of the Company by providing a method whereby certain key employees of the Company or its Subsidiaries may be awarded additional remuneration for services rendered, encouraging them to

Amended and Restated Employment Agreement, made on February 1, 2019, by and between Ascent Capital Group, Inc. and William E. Niles.

Exhibit 10.2 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), made on February 1, 2019, to be effective as of January 1, 2019 (“Effective Date”), is entered into by and between Ascent Capital Group, Inc. (the “Company”), and William E. Niles (“Executive”). INTRODUCTION The Company and Executive are parties to an Employment Agreement, as amended and restated ef

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 14, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Employ

ASCMB / Ascent Capital Group, Inc. 10-Q Quarterly Report 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34176 AS

Form of 2018 Performance-Based Phantom Units Award Agreement of Fred A. Graffam III under the Monitronics International, Inc. 2017 Cash Incentive Plan.

Exhibit 10.5 MONITRONICS INTERNATIONAL, INC. 2017 CASH INCENTIVE PLAN 2018 PERFORMANCE-BASED PHANTOM UNITS AWARD AGREEMENT THIS PERFORMANCE-BASED PHANTOM UNITS AWARD AGREEMENT (this “Agreement”) is made as of March 29, 2018 (the “Grant Date”), by Fred Graffam and between MONITRONICS INTERNATIONAL, INC., a Texas corporation (the “Company”), and the person signing as “Grantee” on the signature page

Form of 2018 Time-Based Phantom Units Award Agreement of Fred A. Graffam III under the Monitronics International, Inc. 2017 Cash Incentive Plan.

Exhibit 10.4 MONITRONICS INTERNATIONAL, INC. 2017 CASH INCENTIVE PLAN 2018 TIME-BASED PHANTOM UNITS AWARD AGREEMENT THIS TIME-BASED PHANTOM UNITS AWARD AGREEMENT (this “Agreement”) is made as of March 29, 2018 (the “Grant Date”), by Fred Graffam and between MONITRONICS INTERNATIONAL, INC., a Texas corporation (the “Company”), and the person signing as “Grantee” on the signature page hereof (the “G

Form of Retention Bonus Opportunity Agreement by and between Brinks Home Security and Fred A. Graffam III, dated April 1, 2019.

Exhibit 10.6 April 1, 2019 Fred Graffam 2500 N Houston St. #1904 Dallas, TX 75219 Retention Bonus Opportunity Dear Fred: As you know, Ascent Capital Group, Inc. (“Ascent”) has announced that it has initiated a process to consider potential strategic alternatives, including an investment in Ascent or in its subsidiary Brinks Home Security (“BHS”). As a valued BHS employee, BHS hereby grants you a s

Amendment No. 5 to Forbearance Agreement, dated as of May 8, 2019, by and among Monitronics, each loan party to the Credit Agreement, Bank of America, N.A., as administrative agent and certain lenders thereto (incorporated by reference to Exhibit 10.1 to Ascent Capital Group, Inc.’s Current Report on Form 8-K (File No. 001-34176), filed with the Securities and Exchange Commission on May 13, 2019 (the “May 13, 2019 8-K”))).

Exhibit 10.1 AMENDMENT NO. 5 TO FORBEARANCE AGREEMENT This Amendment No. 5 to the Forbearance Agreement (this “Fifth Amendment”) is entered into as of May 8, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borrower”), each other Loan Party to the Credit Agreement, Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and certai

Amendment No. 6 to Forbearance Agreement, dated as of May 10, 2019, by and among Monitronics, each loan party to the Credit Agreement, Bank of America, N.A., as administrative agent and certain lenders thereto (incorporated by reference to Exhibit 10.2 to the May 13, 2019 8-K).

EX-10.2 3 a19-98292ex10d2.htm EX-10.2 Exhibit 10.2 AMENDMENT NO. 6 TO FORBEARANCE AGREEMENT This Amendment No. 6 to the Forbearance Agreement (this “Sixth Amendment”) is entered into as of May 10, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borrower”), each other Loan Party to the Credit Agreement, Bank of America, N.A., as administrative agent (in such capacity,

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

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 7, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation) (Commission

Amendment No. 3 to Forbearance Agreement, dated as of April 30, 2019, by and among Monitronics, each loan party to the Credit Agreement, Bank of America, N.A., as administrative agent and certain lenders party thereto (incorporated by reference to Exhibit 10.1 to Ascent Capital Group, Inc.’s Current Report on Form 8-K (File No. 001-34176), filed with the Securities and Exchange Commission on May 6, 2019 (the “May 6, 2019 8-K”)).

EX-10.1 2 a19-94251ex10d1.htm EX-10.1 Exhibit 10.1 AMENDMENT NO. 3 TO FORBEARANCE AGREEMENT This Amendment No. 3 to the Forbearance Agreement (this “Third Amendment”) is entered into as of April 30, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borrower”), each other Loan Party to the Credit Agreement, Bank of America, N.A., as administrative agent (in such capacit

Forbearance Agreement, dated as of May 1, 2019, by and among Monitronics, the guarantors party thereto and each of the beneficial owners party thereto (incorporated by reference to Exhibit 10.2 to the May 6, 2019 8-K).

EX-10.2 3 a19-94251ex10d2.htm EX-10.2 Exhibit 10.2 FORBEARANCE AGREEMENT This Forbearance Agreement (this “Agreement”) is entered into as of May 1, 2019, by and among Monitronics International, Inc., a Texas corporation (the “Issuer”), the guarantors party hereto (the “Guarantors,” and together with the Issuer, the “Note Parties”), and each of the undersigned beneficial owners (or nominees, invest

Amendment No. 4 to Forbearance Agreement, dated as of May 3, 2019, by and among Monitronics, each loan party to the Credit Agreement, Bank of America, N.A., as administrative agent and certain lenders party thereto (incorporated by reference to Exhibit 10.3 to the May 6, 2019 8-K).

Exhibit 10.3 AMENDMENT NO. 4 TO FORBEARANCE AGREEMENT This Amendment No. 4 to the Forbearance Agreement (this “Fourth Amendment”) is entered into as of May 3, 2019 by and between Monitronics International, Inc., a Texas corporation (the “Borrower”), each other Loan Party to the Credit Agreement, Bank of America, N.A., as administrative agent (in such capacity, the “Administrative Agent”) and certa

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

8-K 1 a19-942518k.htm 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): April 30, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction o

ASCMB / Ascent Capital Group, Inc. 10-K/A Annual Report 10-K/A

10-K/A 1 proxy2019-10xka.htm 10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K (Amendment No. 1) ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 acgecq418.htm 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): April 1, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (

ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2018

EX-99.1 2 acgecq418ex991.htm EXHIBIT 99.1 Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 2018 Englewood, CO - April 1, 2019 - Ascent Capital Group, Inc. (“Ascent” or the “Company”) (Nasdaq: ASCMA) has reported results for the three and twelve months ended December 31, 2018. Ascent is a holding company that owns Brinks Home Security™

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 29, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Empl

Power of Attorney dated April 1, 2019.

EX-24 5 acg10k2018ex24.htm EXHIBIT 24 Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William E. Niles and David Verret his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all

List of Subsidiaries of Ascent Capital Group, Inc.

EX-21 3 acg10k2018ex21.htm EXHIBIT 21 Exhibit 21 List of Subsidiaries The following is a list of subsidiaries of Ascent Capital Group, Inc., the names under which such subsidiaries do business, and the state or country in which each was organized, as of April 1, 2019. The list does not include dormant subsidiaries or subsidiaries which would not, if considered in the aggregate as a single subsidia

ASCMB / Ascent Capital Group, Inc. 10-K (Annual Report)

10-K 1 acg201810-k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34176 ASCENT CAPITA

Amendment No. 7 to the Credit Agreement, dated December 29, 2016, by and among Monitronics and Bank of America, N.A., as administrative agent.

Exhibit 4.10 AMENDMENT NO. 7 TO CREDIT AGREEMENT This Amendment No. 7 to Credit Agreement is entered into as of December 29, 2016 by and between Monitronics International, Inc., a Texas corporation (“Borrower”), and Bank of America, N.A., as administrative agent (in its capacity as administrative agent, the “Administrative Agent”). RECITALS A. Borrower is a party to that certain Credit Agreement d

ASCENT CAPITAL GROUP ANNOUNCES EXPIRATION AND RESULTS OF CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 4.00% CONVERTIBLE SENIOR NOTES DUE 2020

Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES EXPIRATION AND RESULTS OF CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 4.00% CONVERTIBLE SENIOR NOTES DUE 2020 Englewood, CO, — (GLOBE NEWSWIRE) March 29, 2019 — Ascent Capital Group, Inc. (NASDAQ: ASCMA) (“Ascent”) announced today the expiration and results of the previously announced cash tender offer (the “Offer”) to purchase any and all of its outst

Financial Statements and Exhibits, Other Events

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): March 29, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation or organiz

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

Exhibit 99.1 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 Englewood, CO, — (GLOBE NEWSWIRE) March 22, 2019 — Ascent Capital Group, Inc. (NASDAQ: ASCMA) (“Ascent”) announced today that it is amending the terms of its prev

Financial Statements and Exhibits, Other Events

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): March 22, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation or organiz

Financial Statements and Exhibits, Other Events

8-K 1 a19-676218k.htm 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): March 18, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction o

ASCENT CAPITAL GROUP ANNOUNCES FURTHER EXTENSION OF EXPIRATION TIME OF CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 4.00% CONVERTIBLE SENIOR NOTES DUE 2020

Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES FURTHER EXTENSION OF EXPIRATION TIME OF CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 4.00% CONVERTIBLE SENIOR NOTES DUE 2020 Englewood, CO, — (GLOBE NEWSWIRE) March 18, 2019 — Ascent Capital Group, Inc. (NASDAQ: ASCMA) (“Ascent”) announced today that it is further extending the expiration time of its previously announced cash tender offer (the “Offer”)

Financial Statements and Exhibits, Other Events

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): March 11, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation or organiz

ASCENT CAPITAL GROUP ANNOUNCES FURTHER EXTENSION OF EXPIRATION TIME OF CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 4.00% CONVERTIBLE SENIOR NOTES DUE 2020

EX-99.1 2 a19-62521ex99d1.htm EX-99.1 Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES FURTHER EXTENSION OF EXPIRATION TIME OF CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 4.00% CONVERTIBLE SENIOR NOTES DUE 2020 Englewood, CO, — (GLOBE NEWSWIRE) March 11, 2019 — Ascent Capital Group, Inc. (NASDAQ: ASCMA) (“Ascent”) announced today that it is further extending the expiration time of its previously anno

Financial Statements and Exhibits, Other Events

8-K 1 a19-580318k.htm 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): March 4, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of

ASCENT CAPITAL GROUP ANNOUNCES FURTHER EXTENSION OF EXPIRATION TIME OF CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 4.00% CONVERTIBLE SENIOR NOTES DUE 2020

Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES FURTHER EXTENSION OF EXPIRATION TIME OF CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 4.00% CONVERTIBLE SENIOR NOTES DUE 2020 Englewood, CO, — (GLOBE NEWSWIRE) March 4, 2019 — Ascent Capital Group, Inc. (NASDAQ: ASCMA) (“Ascent”) announced today that it is further extending the expiration time of its previously announced cash tender offer (the “Offer”) t

Financial Statements and Exhibits, Other Events

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): February 25, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation or orga

ASCENT CAPITAL GROUP ANNOUNCES EXTENSION OF EXPIRATION TIME OF CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 4.00% CONVERTIBLE SENIOR NOTES DUE 2020

EX-99.1 2 a19-53911ex99d1.htm EX-99.1 Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES EXTENSION OF EXPIRATION TIME OF CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 4.00% CONVERTIBLE SENIOR NOTES DUE 2020 Englewood, CO, — (GLOBE NEWSWIRE) February 25, 2019 — Ascent Capital Group, Inc. (NASDAQ: ASCMA) (“Ascent”) announced today that it is extending the expiration time of its previously announced cash te

Regulation FD Disclosure, Financial Statements and Exhibits

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): February 19, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation or orga

ASCENT CAPITAL GROUP ANNOUNCES CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 4.00% CONVERTIBLE SENIOR NOTES DUE 2020

Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES CASH TENDER OFFER FOR ANY AND ALL OUTSTANDING 4.00% CONVERTIBLE SENIOR NOTES DUE 2020 Englewood, CO, — (GLOBE NEWSWIRE) February 19, 2019 — Ascent Capital Group, Inc. (NASDAQ: ASCMA) (“Ascent”) announced today that it has commenced a cash tender offer (the “Offer”) to purchase any and all of its outstanding 4.00% Convertible Senior Notes due 2020 (the “N

ASCENT CAPITAL GROUP ANNOUNCES SETTLEMENT OF NOTEHOLDER ACTION, PRIVATE REPURCHASE OF NOTES AND INTENTION TO COMMENCE TENDER OFFER FOR REMAINING NOTES

EX-99.1 4 a19-46071ex99d1.htm EX-99.1 Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES SETTLEMENT OF NOTEHOLDER ACTION, PRIVATE REPURCHASE OF NOTES AND INTENTION TO COMMENCE TENDER OFFER FOR REMAINING NOTES Englewood, CO — February 14, 2019 - Ascent Capital Group, Inc. (“Ascent” or the “Company”) (Nasdaq: ASCMA) today announced the settlement of the noteholder action (the “Noteholder Action”) filed in

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 1 a19-460718k.htm 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): February 11, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdictio

Second Supplemental Indenture, dated as of February 14, 2019, between Ascent Capital Group, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Ascent Capital Group, Inc.’s Current Report on Form 8-K (File No. 001-34176), filed with the Securities and Exchange Commission (the “Commission”) on February 14, 2019).

EX-4.1 2 a19-46071ex4d1.htm EX-4.1 Exhibit 4.1 Execution Version SECOND SUPPLEMENTAL INDENTURE This Second Supplemental Indenture (this “Supplemental Indenture”), dated as of February 14, 2019, between Ascent Capital Group, Inc., a Delaware corporation (the “Company”), as issuer, and U.S. Bank National Association, as trustee (the “Trustee”), is to the Indenture, dated as of July 17, 2013 (as amen

Settlement and Note Repurchase Agreement and Release, dated as of February 11, 2019, among Ascent Capital Group, Inc. and its directors and executive officers and certain holders of Ascent Capital Group Inc.’s 4.00% Convertible Senior Notes due 2020 (incorporated by reference to Exhibit 10.1 to Ascent Capital Group, Inc.’s Current Report on Form 8-K (File No. 001-34176), filed with the Commission on February 14, 2019).

EX-10.1 3 a19-46071ex10d1.htm EX-10.1 Exhibit 10.1 Execution Version SETTLEMENT AND NOTE REPURCHASE AGREEMENT AND RELEASE This Settlement and Note Repurchase Agreement and Release (this “Agreement”) is entered into as of February 11, 2019, by and between (1) KLS Diversified Master Fund L.P., Silverback Opportunistic Credit Master Fund Limited, Sound Point Beacon Master Fund, LP, Sound Point Credit

ASCMB / Ascent Capital Group, Inc. / Okumus Fund Management Ltd. Passive Investment

SC 13G/A 1 d812388413g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Ascent Capital Group, Inc. (Name of Issuer) Series A Common Stock, $.01 par value (Title of Class of Securities) 043632108 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appro

ASCMB / Ascent Capital Group, Inc. / Nantahala Capital Management, LLC - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ASCENT CAPITAL GROUP, INC. (Name of Issuer) Series A Common Stock, par value $.01 per share (Title of Class of Securities) 043632108 (CUSIP Number) December 31, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des

ASCMB / Ascent Capital Group, Inc. / BANK OF AMERICA CORP /DE/ - NONE Passive Investment

SC 13G 1 doc1.htm NONE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Ascent Capital Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 043632108 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

ASCMB / Ascent Capital Group, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* ASCENT CAPITAL GROUP INC-A (Name of Issuer) Common Stock (Title of Class of Securities) 043632108 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

Regulation FD Disclosure, Financial Statements and Exhibits

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): January 16, 2019 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Em

ASCENT CAPITAL GROUP ANNOUNCES STRATEGIC REVIEW

Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES STRATEGIC REVIEW Englewood, CO - January 16, 2019 - Ascent Capital Group, Inc. (“Ascent” or the “Company”) (Nasdaq: ASCMA), today announced that it has initiated a process to consider potential strategic alternatives, including an investment in the Company or its operating subsidiary Brinks Home Security by a third party. Moelis & Company LLC has been re

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): December 28, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. E

MONITRONICS INTERNATIONAL ANNOUNCES TERMINATION OF EXISTING EXCHANGE OFFERS

EX-99.1 2 a18-420791ex99d1.htm EX-99.1 Exhibit 99.1 MONITRONICS INTERNATIONAL ANNOUNCES TERMINATION OF EXISTING EXCHANGE OFFERS Englewood, CO — December 24, 2018 - Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) today announced that its wholly owned subsidiary, Monitronics International, Inc. (“Monitronics”), terminated each of (i) the offer previously announced on November 5, 2018 to exchan

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

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): December 23, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. E

Financial Statements and Exhibits, Other Events

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): December 11, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. E

MONITRONICS INTERNATIONAL ANNOUNCES NEW EXCHANGE OFFER AND EXTENSION OF EXISTING EXCHANGE OFFER

Exhibit 99.1 MONITRONICS INTERNATIONAL ANNOUNCES NEW EXCHANGE OFFER AND EXTENSION OF EXISTING EXCHANGE OFFER Englewood, CO — December 11, 2018 - Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) today announced that its wholly owned subsidiary, Monitronics International, Inc. (“Monitronics”), launched a new offer to exchange (the “Exchange Offer”) Monitronics’ 5.500%/6.500% Senior Secured Seco

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): November 26, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. E

Supplemental Indenture, dated November 20, 2018, to the Indenture, dated March 23, 2012, between Monitronics International, Inc., the guarantors party thereto and U.S. Bank National Association, as trustee.

Exhibit 4.1 Execution Version THIRD SUPPLEMENTAL INDENTURE THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”), dated as of November 20, 2018, among Monitronics International, Inc., a Texas corporation (the “Issuer”), the Guarantors (as defined in the Indenture) and U.S. Bank National Association, as trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined sh

ASCMB / Ascent Capital Group, Inc. 8-K (Current Report)

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): November 20, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. E

ASCENT CAPITAL GROUP ANNOUNCES EARLY RESULTS AND EXTENSION OF EARLY TENDER TIME FOR MONITRONICS EXCHANGE OFFER

EX-99.1 3 a18-405831ex99d1.htm EX-99.1 Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES EARLY RESULTS AND EXTENSION OF EARLY TENDER TIME FOR MONITRONICS EXCHANGE OFFER Englewood, CO — November 20, 2018 - Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) today announced that as of 5:00 p.m., New York City time, on November 19, 2018, holders of $469,957,000 aggregate principal amount of 9.125% Senior

Amendment No. 8 to the Credit Agreement, dated November 13, 2018

EX-4.1 2 a18-402001ex4d1.htm EX-4.1 Exhibit 4.1 EXECUTION VERSION AMENDMENT NO. 8 TO CREDIT AGREEMENT This Amendment No. 8 to Credit Agreement (together with the consents executed and delivered in the form of Annex B hereto (the “Consents”), each of which Consent is deemed to be a part hereof, the “Amendment”) is entered into as of November 13, 2018 (and effective as of November 5, 2018) by and am

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 13, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. E

ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018

EX-99.1 2 acgecq318ex991.htm EXHIBIT 99.1 Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2018 Englewood, CO - November 5, 2018 - Ascent Capital Group, Inc. (“Ascent” or the “Company”) (Nasdaq: ASCMA) has reported results for the three and nine months ended September 30, 2018. Ascent is a holding company that owns Brinks Home Security

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 5, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Em

ASCMB / Ascent Capital Group, Inc. / BRIGADE CAPITAL MANAGEMENT, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 5, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation or organ

MONITRONICS INTERNATIONAL ANNOUNCES EXCHANGE OFFER

Exhibit 99.1 MONITRONICS INTERNATIONAL ANNOUNCES EXCHANGE OFFER Englewood, CO — November 5, 2018 - Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) today announced that its wholly owned subsidiary, Monitronics International, Inc. (“Monitronics”), launched an offer to exchange (the “Exchange Offer”) up to $585,000,000 aggregate principal amount of Monitronics’ 5.500%/6.500% Senior Secured Seco

Other Events

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): August 27, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation or organi

ASCMB / Ascent Capital Group, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3417

ASCENT CAPITAL GROUP TO REPORT THIRD QUARTER 2018 RESULTS ON NOVEMBER 5, 2018

Exhibit 99.1 ASCENT CAPITAL GROUP TO REPORT THIRD QUARTER 2018 RESULTS ON NOVEMBER 5, 2018 Englewood, CO - October 30, 2018 - Ascent Capital Group, Inc. (“Ascent” or the “Company”) (NASDAQ: ASCMA) will issue a press release to report its results for the third quarter ended September 30, 2018 before the market opens on Monday, November 5, 2018. The Company will host a conference call that day at 9:

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 30, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Em

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 30, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation or organ

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

EX-99.1 3 a18-382301ex99d1.htm EX-99.1 Exhibit 99.1 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 Englewood, CO — October 30, 2018 — Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) and its wholly owned sub

Amended and Restated Transaction Support Agreement, dated as of October 30, 2018, by and among Ascent Capital, MONI, the Consenting Noteholders and a group of holders of Term B-2 Loans under MONI’s Credit Facility (incorporated by reference to Exhibit 10.1 to Ascent Capital’s Current Report on Form 8-K (File No. 001-34176), filed with the Commission on October 30, 2018).

Exhibit 10.1 Execution Version AMENDED AND RESTATED TRANSACTION SUPPORT AGREEMENT This Amended and Restated Transaction Support Agreement (together with the exhibits and schedules attached hereto, which include, without limitation, the Term Sheet (as defined below),(1) as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this

ASCMB / Ascent Capital Group, Inc. / Crf3 Investments I S.a R.l. - SCHEDULE 13G Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 ASCENT CAPITAL GROUP, INC. (Name of Issuer) Series A Common Stock, par value $0.01 per share (Title of Class of Securities) 43632108 (CUSIP Number) October 16, 2018 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 16, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation or organ

First Amendment to Transaction Support Agreement, dated as of October 16, 2018, by and among Ascent Capital, MONI and the Consenting Noteholders (incorporated by reference to Exhibit 10.1 to Ascent Capital’s Current Report on Form 8-K (File No. 001-34176), filed with the Commission on October 17, 2018).

EX-10.1 2 a18-369071ex10d1.htm EX-10.1 Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO TRANSACTION SUPPORT AGREEMENT This FIRST AMENDMENT TO TRANSACTION SUPPORT AGREEMENT (together with all exhibits, schedules and attachments hereto, as may be amended, supplemented, amended and restated or otherwise modified from time to time in accordance with the terms hereof, this “Amendment”), dated as of Oc

Year Ending December 31,

Exhibit 99.2 Capitalized terms in this Exhibit 99.2 have the meanings set forth in the accompanying Form 8-K. The information furnished in this Exhibit 99.2 was prepared by Ascent and MONI solely in connection with the Consenting Noteholders’ evaluation of the Transactions and at the request of the Consenting Noteholders and is furnished herein only because it was provided to the Consenting Noteho

Transaction Support Agreement, dated as of September 24, 2018, by and among Ascent Capital, Monitronics and certain holders of Monitronics' 9.125% Senior Notes due 2020 (the "Consenting Noteholders") (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K (File No. 001-34176), filed with the Commission on September 25, 2018).

Exhibit 10.1 TRANSACTION SUPPORT AGREEMENT This Transaction Support Agreement (together with the exhibits and schedules attached hereto, which include, without limitation, the Term Sheet (as defined below)(1), as each may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), dated as of September 24, 2018, is entered int

ASCENT CAPITAL GROUP AND MONITRONICS INTERNATIONAL ANNOUNCE THE EXECUTION OF SUPPORT AGREEMENT WITH CERTAIN BONDHOLDERS FOR NEW EXCHANGE TRANSACTION AND THE TERMINATION OF EXISTING CASH TENDER OFFER AND EXCHANGE OFFER

Exhibit 99.1 ASCENT CAPITAL GROUP AND MONITRONICS INTERNATIONAL ANNOUNCE THE EXECUTION OF SUPPORT AGREEMENT WITH CERTAIN BONDHOLDERS FOR NEW EXCHANGE TRANSACTION AND THE TERMINATION OF EXISTING CASH TENDER OFFER AND EXCHANGE OFFER Englewood, CO — September 25, 2018 — Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) and its wholly owned subsidiary, Monitronics International, Inc. (“MONI”), tod

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a18-3200818k.htm 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): September 24, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdict

Financial Statements and Exhibits, Other Events

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): September 14, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation or org

MONITRONICS INTERNATIONAL AND ASCENT CAPITAL GROUP ANNOUNCE EXTENSION OF EARLY TENDER TIME AND WITHDRAWAL DEADLINE FOR EXCHANGE OFFER

EX-99.1 2 a18-300451ex99d1.htm EX-99.1 Exhibit 99.1 MONITRONICS INTERNATIONAL AND ASCENT CAPITAL GROUP ANNOUNCE EXTENSION OF EARLY TENDER TIME AND WITHDRAWAL DEADLINE FOR EXCHANGE OFFER Englewood, CO — September 14, 2018 - Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) and its wholly owned subsidiary, Monitronics International, Inc. (“Monitronics” and, together with Ascent, the “Offerors”),

Other Events

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): September 5, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. E

MONITRONICS INTERNATIONAL AND ASCENT CAPITAL GROUP ANNOUNCE EXCHANGE OFFER

Exhibit 99.2 MONITRONICS INTERNATIONAL AND ASCENT CAPITAL GROUP ANNOUNCE EXCHANGE OFFER Englewood, CO — August 30, 2018 - Ascent Capital Group, Inc. (“Ascent”) (NASDAQ: ASCMA) today announced that Ascent and its wholly owned subsidiary, Monitronics International, Inc. (“Monitronics” and, together with Ascent, the “Offerors”), launched an offer to exchange (the “Exchange Offer”) up to (i) an aggreg

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 30, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation or organi

ASCENT CAPITAL GROUP ANNOUNCES CASH TENDER OFFER FOR ITS 4.00% CONVERTIBLE SENIOR NOTES DUE 2020

Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES CASH TENDER OFFER FOR ITS 4.00% CONVERTIBLE SENIOR NOTES DUE 2020 Englewood, CO — August 30, 2018 - Ascent Capital Group, Inc. (“Ascent” or the “Company”) (Nasdaq: ASCMA), today commenced an offer to purchase for cash (the “Offer”), on the terms and subject to the conditions set forth in an Offer to Purchase, dated August 30, 2018 ( the “Offer to Purchas

Supplemental Indenture, dated as of August 30, 2018, to the Indenture, dated as of July 17, 2013, between Ascent Capital, as issuer, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-34176), filed with the Commission on August 31, 2018).

EX-4.1 2 a18-230281ex4d1.htm EX-4.1 Exhibit 4.1 Execution Version SUPPLEMENTAL INDENTURE Supplemental Indenture (this “Supplemental Indenture”), dated as of August 30, 2018, between Ascent Capital Group, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, as trustee under the Indenture referred to below (the “Trustee”), to the Indenture (as defined below). Capitalized

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

8-K 1 a18-2302818k.htm 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): August 30, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction

Regulation FD Disclosure

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): August 27, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of incorporation or organi

ASCMB / Ascent Capital Group, Inc. 8-K (Current Report)

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): August 17, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Emp

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 2, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Empl

ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2018

Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2018 Englewood, CO - August 2, 2018 - Ascent Capital Group, Inc. (“Ascent” or the “Company”) (Nasdaq: ASCMA) has reported results for the three and six months ended June 30, 2018. Ascent is a holding company that owns Brinks Home Security, one of the nation’s largest home security alarm monito

ASCMB / Ascent Capital Group, Inc. 10-Q (Quarterly Report)

10-Q 1 acg2018q210-q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 0

Severance Agreement and General Release, dated May 10, 2018, between Ascent Capital and William R. Fitzgerald.

EX-10.3 4 acgex103q21810-q.htm EXHIBIT 10.3 Exhibit 10.3 SEVERANCE AGREEMENT AND GENERAL RELEASE This Severance Agreement and General Release (the “Agreement”) is entered into as of May 10, 2018, by and between William R. Fitzgerald (“Executive”), Ascent Capital Group, Inc. (the “Company”) and Monitronics International, Inc. (“Moni”). RECITALS A. Executive has been employed by the Company pursuant

Amended and Restated Employment Agreement, dated April 2, 2018, between Ascent Capital and William E. Niles (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2018 (File No. 001-34176), filed with the Commission on August 3, 2018 (the "Q2 2018 10-Q")).

Exhibit 10.1 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), made on April 2, 2018, to be effective as of April 1, 2018 (“Effective Date”), is entered into by and between Ascent Capital Group, Inc. (the “Company”), and William E. Niles (“Executive”). INTRODUCTION The Company and Executive are parties to an Employment Agreement, dated as of May 31, 2011, as th

Form of Director Compensation Letter, dated May 10, 2018, from Ascent Capital to William R. Fitzgerald.

EX-10.2 3 acgex102q21810-q.htm EXHIBIT 10.2 Exhibit 10.2 ASCENT CAPITAL GROUP, INC. May 10, 2018 Mr. William R. Fitzgerald Chairman of the Board Ascent Capital Group, Inc. 5251 DTC Blvd., Suite 1000 Greenwood Village, CO 80111 Dear Bill: This letter will serve to confirm that on March 30, 2018, the Board of Directors (“Board”) approved, and Ascent Capital Group, Inc. agrees that it will provide, t

ASCENT CAPITAL GROUP TO REPORT SECOND QUARTER 2018 RESULTS ON AUGUST 2, 2018

Exhibit 99.1 ASCENT CAPITAL GROUP TO REPORT SECOND QUARTER 2018 RESULTS ON AUGUST 2, 2018 Englewood, CO - July 16, 2018 - Ascent Capital Group, Inc. (“Ascent” or the “Company”) (NASDAQ: ASCMA) will issue a press release to report its results for the second quarter ended June 30, 2018 after the market closes on Thursday, August 2, 2018. The Company will host a conference call that day at 5:00 PM ET

Regulation FD Disclosure, Financial Statements and Exhibits

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): July 16, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Emplo

ASCMB / Ascent Capital Group, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 26) Ascent Capital Group, Inc. (Name of Issuer) Series A Common Stock (Title of Class of Securities) 043632108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Aut

ASCMB / Ascent Capital Group, Inc. / JP Morgan Chase & Co - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 02)* ASCENT CAPITAL GROUP, INC. (Name of Issuer) Series A Common Stock, par value $.01 per share (Title of Class of Securities) 043632108 (CUSIP Number) June 29, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate

ASCMB / Ascent Capital Group, Inc. / Nantahala Capital Management, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tv496231sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ASCENT CAPITAL GROUP, INC. (Name of Issuer) Series A Common Stock, par value $0.01 per share (Title of Class of Securities) 043632108 (CUSIP Number) May 31, 2018 (Date of Event which Requires Filing of this Statemen

Submission of Matters to a Vote of Security Holders

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 11, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Employ

ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2018

EX-99.1 2 acgecq118ex991.htm EXHIBIT 99.1 Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 2018 Englewood, CO - May 8, 2018 - Ascent Capital Group, Inc. (“Ascent” or the “Company”) (Nasdaq: ASCMA) has reported results for the three months ended March 31, 2018. Ascent is a holding company that owns MONI, one of the nation’s largest home security ala

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 8, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Employe

ASCMB / Ascent Capital Group, Inc. 10-Q (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34176 ASCENT CAPITAL GROUP

ASCMB / Ascent Capital Group, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 25) Ascent Capital Group, Inc. (Name of Issuer) Series A Common Stock (Title of Class of Securities) 043632108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Aut

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 30, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Empl

ASCENT CAPITAL GROUP TO REPORT FIRST QUARTER 2018 RESULTS ON MAY 8, 2018

Exhibit 99.1 ASCENT CAPITAL GROUP TO REPORT FIRST QUARTER 2018 RESULTS ON MAY 8, 2018 Englewood, CO - April 30, 2018 - Ascent Capital Group, Inc. (“Ascent” or the “Company”) (NASDAQ: ASCMA) will issue a press release to report its results for the first quarter ended March 31, 2018 after the market closes on Tuesday, May 8, 2018. The Company will host a conference call that day at 5:00 PM ET in whi

ASCMB / Ascent Capital Group, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 24) Ascent Capital Group, Inc. (Name of Issuer) Series A Common Stock (Title of Class of Securities) 043632108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Aut

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 30, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Empl

ASCENT CAPITAL GROUP ANNOUNCES EXECUTIVE LEADERSHIP CHANGES William Niles Named Chief Executive Officer William Fitzgerald to Continue as Chairman of Board of Directors

Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES EXECUTIVE LEADERSHIP CHANGES William Niles Named Chief Executive Officer William Fitzgerald to Continue as Chairman of Board of Directors Englewood, CO - April 5, 2018 - Ascent Capital Group Inc. (“Ascent” or the “Company”) (Nasdaq: ASCMA) announced today that William Fitzgerald has stepped down as Chief Executive Officer (“CEO”) of Ascent, however, he w

ASCMB / Ascent Capital Group, Inc. / GAMCO INVESTORS, INC. ET AL Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 23) Ascent Capital Group, Inc. (Name of Issuer) Series A Common Stock (Title of Class of Securities) 043632108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Aut

ASCMB / Ascent Capital Group, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Defin

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 1, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (I.R.S. Emplo

ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE MONTHS AND FULL YEAR ENDED DECEMBER 31, 2017

Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE MONTHS AND FULL YEAR ENDED DECEMBER 31, 2017 Englewood, CO - March 1, 2018 - Ascent Capital Group, Inc. (“Ascent” or the “Company”) (Nasdaq: ASCMA) has reported results for the three months and full year ended December 31, 2017. Ascent is a holding company that owns MONI, one of the nation’s largest home security alarm mon

ASCMB / Ascent Capital Group, Inc. 10-K (Annual Report)

10-K 1 acg201710-k.htm 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-K ý ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 001-34176 ASCENT CAPITA

Power of Attorney dated March 5, 2018.

Exhibit 24 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William E.

List of Subsidiaries of Ascent Capital Group, Inc.

Exhibit 21 List of Subsidiaries The following is a list of subsidiaries of Ascent Capital Group, Inc.

ASCMB / Ascent Capital Group, Inc. CORRESP

March 2, 2018 Filed as Edgar Correspondence Mr. Larry Spirgel Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Ascent Capital Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2016 Filed March 8, 2017 Form 10-Q for the Quarter Ended September 30, 2017 Filed November 2, 2017 File No. 001-341

MONI ANNOUNCES EXCLUSIVE, LONG-TERM AGREEMENT TO LICENSE THE ICONIC BRINKS HOME SECURITY BRAND MONI and LiveWatch to be rebranded as BRINKS Home Security

Exhibit Exhibit 99.1 MONI ANNOUNCES EXCLUSIVE, LONG-TERM AGREEMENT TO LICENSE THE ICONIC BRINKS HOME SECURITY BRAND MONI and LiveWatch to be rebranded as BRINKS Home Security February 26, 2018 (DALLAS, TX) - MONI Smart Security, a subsidiary of Ascent Capital Group, Inc. (?Ascent?) (Nasdaq: ASCMA), today announced an exclusive, long-term, trademark licensing agreement with The Brink?s Company (NYS

ASCMB / Ascent Capital Group, Inc. 8-K (Current Report)

Document 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): February 26, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission

ASCENT CAPITAL GROUP TO REPORT FOURTH QUARTER AND FULL YEAR 2017 RESULTS ON MARCH 1, 2018

EX-99.1 2 ex991q417confcallanncment.htm EXHIBIT 99.1 Exhibit 99.1 ASCENT CAPITAL GROUP TO REPORT FOURTH QUARTER AND FULL YEAR 2017 RESULTS ON MARCH 1, 2018 Englewood, CO - February 16, 2018 - Ascent Capital Group, Inc. (“Ascent” or the “Company”) (NASDAQ: ASCMA) will issue a press release to report its results for the fourth quarter and full year ended December 31, 2017 after the market closes on

ASCMB / Ascent Capital Group, Inc. 8-K (Current Report)

Document 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): February 16, 2018 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission

ASCMB / Ascent Capital Group, Inc. / Nantahala Capital Management, LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ASCENT CAPITAL GROUP, INC. (Name of Issuer) Series A Common Stock, par value $0.01 per share (Title of Class of Securities) 43632108 (CUSIP Number) December 31, 2017 (Date of Event which Requires Filing of this Statement) Check the appropriate box to desi

ASCMB / Ascent Capital Group, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 dfs115.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ASCENT CAPITAL GROUP INC-A (Name of Issuer) Common Stock (Title of Class of Securities) 043632108 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

ASCMB / Ascent Capital Group, Inc. / JP Morgan Chase & Co - NONE Passive Investment

Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* ASCENT CAPITAL GROUP, INC. (Name of Issuer) Series A common stock, par value $.01 per share (Title of Class of Securities) 043632108 (CUSIP Number) December 29, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropri

ASCMB / Ascent Capital Group, Inc. CORRESP

January 12, 2018 Filed as Edgar Correspondence Mr. Larry Spirgel Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Ascent Capital Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2016 Filed March 8, 2017 Form 10-Q for the Quarter Ended September 30, 2017 Filed November 2, 2017 File No. 001-

ASCMB / Ascent Capital Group, Inc. CORRESP

December 22, 2017 Filed as Edgar Correspondence Mr. Larry Spirgel Assistant Director Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7010 Re: Ascent Capital Group, Inc. Form 10-K for Fiscal Year Ended December 31, 2016 Filed March 8, 2017 Form 10-Q for the Quarter Ended September 30, 2017 Filed November 2, 2017 File No. 001

ASCMB / Ascent Capital Group, Inc. / BRIGADE CAPITAL MANAGEMENT, LP Passive Investment

SC 13G/A 1 d776099313g-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Ascent Capital Group, Inc. (Name of Issuer) Series A Common Stock (Title of Class of Securities) 043632108 (CUSIP Number) December 11, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to de

ASCMB / Ascent Capital Group, Inc. / BRIGADE CAPITAL MANAGEMENT, LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

EX-24

EX 24 - POA MCMILLIN THOMAS P POWER OF ATTORNEY Know all by these present, that the undersigned hereby constitutes and appoints William E.

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 acgecq317.htm 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): November 2, 2017 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction o

ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017

EX-99.1 2 acgecq317ex991.htm EXHIBIT 99.1 Exhibit 99.1 ASCENT CAPITAL GROUP ANNOUNCES FINANCIAL RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017 Englewood, CO - November 2, 2017 - Ascent Capital Group, Inc. (“Ascent” or the “Company”) (Nasdaq: ASCMA) has reported results for the three months ended September 30, 2017. Ascent is a holding company that owns MONI, one of the nation’s largest home

ASCMB / Ascent Capital Group, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 10-Q ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-3417

Employment Agreement, dated September 15, 2017, by and between Ascent Capital Group, Inc. and Michael R. Meyers (incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 (File No. 001-34176) as filed November 2, 2017).

EX-10.1 2 ex101q31710q.htm EXHIBIT 10.1 Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), dated as of September 15, 2017, is entered into by and between Ascent Capital Group, Inc., a Delaware corporation (the “Company”), and Michael R. Meyers (“Executive”). INTRODUCTION Executive and the Company entered into an Employment Agreement dated as of September 30, 2011, as th

Employment Agreement, dated July 14, 2017, by and between Ascent Capital and Fred A. Graffam (incorporated by reference to Exhibit 10.2 to Ascent Capital’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2017 filed with the SEC on November 2, 2017).

EX-10.2 3 ex102q31710q.htm EXHIBIT 10.2 Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”), dated as of 14 July, 2017, is entered into by and between Ascent Capital Group, Inc., a Delaware corporation (the “Company”), and Fred A. Graffam (“Executive”). INTRODUCTION The Company, through its subsidiaries (“Affiliates”), is engaged primarily in the business of providing sec

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Document 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): October 26, 2017 ASCENT CAPITAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 001-34176 26-2735737 (State or other jurisdiction of (Commission (

Ascent Capital Group Announces Board Appointment and Resignation

EX-99.1 2 ex991vogelmcmillinanncment.htm EXHIBIT 99.1 Exhibit 99.1 Ascent Capital Group Announces Board Appointment and Resignation ENGLEWOOD, Colo., November 1, 2017 - Ascent Capital Group, Inc. (“Ascent” or the “Company”) (Nasdaq: ASCMA) announced today that Tom McMillin has been appointed to the Company's Board of Directors, effective October 27, 2017. Mr. McMillin replaces Carl Vogel who has r

ASCMB / Ascent Capital Group, Inc. / Okumus Fund Management Ltd. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.