Ascent Capital Group in Convertible Note Offering and Related Hedge and Warrant Transactions

July 17, 2013

Cleary Gottlieb acted as product counsel to the underwriters, BofA Merrill Lynch, Credit Suisse and Citigroup, in Ascent Capital Group, Inc.’s registered public offering of $103.5 million principal amount of its 4.00% Convertible Senior Notes due 2020. Cleary Gottlieb also represented affiliates of certain underwriters as counterparties to Ascent in contemporaneous convertible note hedge transactions and warrant transactions. The offering (including exercise in full of the underwriters’ option to purchase additional notes) closed on July 17.

The convertible note hedge transactions and warrant transactions that Ascent entered into have the economic effect, from the Ascent’s perspective, of increasing the notes’ effective conversion price. The hedge transactions are intended to reduce the potential shareholder dilution resulting from future conversion of the notes.

Ascent provides security alarm monitoring services through its wholly-owned subsidiary, Monitronics International, Inc.