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EX-99.1 - PRESS RELEASE - Ascent Capital Group, Inc.ex99-1.htm



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 13, 2011

ASCENT MEDIA CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
001-34176
26-2735737
(State or other jurisdiction of Incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)


12300 Liberty Boulevard
Englewood, Colorado 80112
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (720) 875-5622

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

 

Item 8.01    Other Events.

On May 13, 2011, Ascent Media Corporation (the “Company”) issued a press release announcing that it had commenced an offer to purchase for cash (the “Tender Offer”) any and all of the outstanding Floating Rate Notes due 2027 (CUSIP No. 58962FBC3), which were originally issued in an aggregate principal amount of $350,000,000 (the “Meridian Notes”) by Meridian Funding Company, LLC, a Delaware limited liability company.

The purpose of the Tender Offer is for the Company to acquire the outstanding Meridian Notes in connection with, and to facilitate, the refinancing of the existing securitized indebtedness of Monitronics Funding LP, a limited purpose Delaware limited partnership (“Funding”), which is a subsidiary of the Company’s wholly owned operating subsidiary, Monitronics International, Inc., a Delaware corporation, including the Class A-1a Term Notes, Series 2007-1, due 2027, issued by Funding which constitute a portion of the collateral securing the Meridian Notes.

A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is herein incorporated by reference.
 
Item 9.01    Financial Statements and Exhibits.
 

 
(d)
Exhibits:


Exhibit Number
 
Description
99.1
 
Press release dated May 13, 2011, announcing the Tender Offer.
 
 
 
 

 
 
 
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:           May 13, 2011

 
ASCENT MEDIA CORPORATION
 
         
         
 
By:
/s/ William E. Niles
 
   
Name:
William E. Niles
 
   
Title:
Executive Vice President, General Counsel and Secretary
 



 
 

 

 
EXHIBIT INDEX

Exhibit No.
 
Description
     
99.1
 
Press release dated May 13, 2011, announcing the Tender Offer.