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TABLE OF CONTENTS
ASCENT CAPITAL GROUP, INC. 2018 ANNUAL REPORT ON FORM 10-K Table of Contents
PART IV
Table of Contents
TABLE OF CONTENTS
MONITRONICS INTERNATIONAL, INC. 2018 ANNUAL REPORT ON FORM 10-K Table of Contents
PART IV
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Table of Contents

As filed with the Securities and Exchange Commission on May 24, 2019

Registration No. 333-            


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



MONITRONICS INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in its Charter)



State of Texas
(State or other jurisdiction of
Incorporation or Organization)
  7380
(Primary Standard Industrial
Classification Code Number)
  74-2719343
(I.R.S. Employer
Identification Number)

1990 Wittington Place
Farmers Branch, Texas 75234
(972) 243-7443

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)



Fred A. Graffam III
Senior Vice President and Chief Financial Officer
1990 Wittington Place
Farmers Branch, Texas 75234
(972) 243-7443

(Name, address, including zip code, and telephone number,
including area code, of agent for service)



With copies to:

David J. Miller
Jesse P. Myers
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
Telephone: (713) 546-5400

 

William E. Niles
Chief Executive Officer, General
Counsel and Secretary
Ascent Capital Group, Inc.
5251 DTC Parkway, Suite 1000
Greenwood Village, Colorado 80111
Telephone: (303) 628-5600

 

Renee L. Wilm
Adorys Velazquez
Travis Wofford
Baker Botts L.L.P.
30 Rockefeller Plaza
New York, New York 10112
Telephone: (212) 408-2500

Approximate date of commencement of proposed sale of the securities to the public:
As soon as practicable after this registration statement becomes effective and upon consummation of the merger described in the enclosed proxy statement/prospectus.

            If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

            If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

            Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o   Accelerated filer o   Non-accelerated filer ý   Smaller reporting company o

Emerging growth company o

            If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

            If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

            Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

            Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o



CALCULATION OF REGISTRATION FEE

               
 
Title of each class of securities
to be registered

  Amount to be
registered(1)

  Proposed maximum
offering price per
common unit

  Proposed maximum
aggregate offering
price(2)

  Amount of
registration fee(3)

 

Common Stock, par value $0.01 per share

  1,309,757(1)   Not applicable   $1,126,391.08   $136.52

 

(1)
Represents the maximum number of shares of common stock, par value $0.01 per share ("Monitronics common stock"), of Monitronics International, Inc. ("Monitronics") estimated to be issued upon the completion of the merger of Ascent Capital Group, Inc. ("Ascent Capital") with and into Monitronics, with Monitronics as the surviving company (the "merger") and the conversion and restructuring of Monitronics described herein, (Monitronics, after giving effect to the merger, conversion and restructuring described herein, is referred to as "Restructured Monitronics"), based on the product of (x) 12,583,352, representing the number of shares of (i) Series A common stock, par value $0.01 per share ("Series A common stock") and Series B common stock, par value $0.01 per share ("Series B common stock" and, together with Series A common stock, the "Ascent Capital common stock"), of Ascent Capital outstanding as of May 23, 2019, and (y) an exchange ratio of 0.1040865 (which represents the number of shares of Monitronics common stock to be issued for each share of Ascent Capital common stock outstanding).

(2)
Estimated solely for purposes of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act") and calculated pursuant to Rules 457(f)(1) and 457(c) under the Securities Act. The proposed maximum aggregate offering price of Monitronics common stock was calculated based upon the market value of shares of Ascent Capital common stock (the securities to be cancelled in the merger) in accordance with Rule 457(c) under the Securities Act as follows: the product of (a) $0.86, the average of the high and low prices per share of Ascent Capital common stock on May 21, 2019, as quoted on the NASDAQ Global Select Market, multiplied by (b) 12,583,352, the estimated number of shares of Ascent Capital common stock outstanding as of May 23, 2019.

(3)
Determined in accordance with Section 6(b) of the Securities Act at a rate equal to $121.20 per $1 million of the proposed maximum aggregate offering price.

            The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this preliminary proxy statement/prospectus is not complete and may be changed. Monitronics International, Inc. may not distribute or issue the securities being registered pursuant to this registration statement until the registration statement, as filed with the Securities and Exchange Commission (of which this preliminary proxy statement/prospectus is a part) is effective. This preliminary proxy statement/prospectus is not an offer to sell nor should it be considered a solicitation of an offer to buy the securities described herein in any state where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED MAY 24, 2019

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

 
   
Dear Stockholder:                           , 2019

         Ascent Capital Group, Inc., a Delaware corporation (Ascent Capital), and its wholly owned subsidiary Monitronics International, Inc., a Texas corporation (Monitronics), have entered into an Agreement and Plan of Merger, dated as of May 24, 2019 (the merger agreement), pursuant to which Ascent Capital will merge with and into Monitronics substantially concurrently with the restructuring (as described herein) of Monitronics (which, after giving effect to the restructuring (as defined below) is referred to in this proxy statement/prospectus as Restructured Monitronics), with Monitronics as the surviving company (the merger), and immediately thereafter Monitronics is expected to be redomiciled in Delaware (the redomiciliation). If the merger is completed, each share of Ascent Capital's Series A common stock, par value $0.01 per share (Series A common stock), and each share of Ascent Capital's Series B common stock, par value $0.01 per share (Series B common stock and, together with Series A common stock, the Ascent Capital common stock), in each case, issued and outstanding immediately prior to the merger effective time (other than (i) shares of Ascent Capital common stock held by any stockholder who is entitled to demand and properly demands appraisal of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware and who does not fail to perfect, effectively withdraw, or otherwise lose their right to appraisal or (ii) shares of Ascent Capital common stock held by Monitronics or Ascent Capital as treasury shares, if any) will be converted into the right to receive that number of shares of common stock, par value $0.01 per share, of Monitronics (Monitronics common stock) equal to the exchange ratio.

         The exchange ratio is equal to the quotient of (a) (i) (A) all cash held by Ascent Capital at the merger effective time, net of all liabilities of Ascent Capital (including, but not limited to, funded indebtedness, professionals' fees, settlements, severance payments, unclaimed property liabilities, agreements or understandings with respect to the use of cash, contingent liabilities, and operating expenses expected to be paid in connection with the merger or that will be assumed by Monitronics or Restructured Monitronics, as applicable, in connection with the merger), which in no event will be greater than $23,000,000, divided by (B) $395,111,570.00 (pursuant to the terms of the RSA, representing the discounted equity value at which holders of Monitronics' Senior Notes exchange their notes and the Backstop Commitment Parties (as defined herein) invest in subscription rights, respectively), multiplied by (ii) 22,500,000 (pursuant to the terms of the RSA, representing the number of outstanding shares of Monitronics common stock as of the Plan effective date); divided by (b) the number of outstanding shares of Ascent Capital common stock immediately prior to the merger effective time. By way of illustration, as of May 24, 2019, the exchange ratio would be 0.1040865 based on the assumptions contained in the defined terms used in the calculation thereof, and (x) for each $100,000 increase or decrease in Net Cash Amount (as defined herein) at the merger effective time, the exchange ratio would increase or decrease, as applicable, by 0.00045, and (y) for each increase or decrease of 25,000 Outstanding Ascent Shares (as defined in the merger agreement) at the merger effective time, the exchange ratio would increase or decrease, as applicable, by 0.00020. The shares of Series A common stock are currently traded on the NASDAQ Global Select Market (NASDAQ) under the symbol "ASCMA" and the shares of Series B common stock are quoted on the OTC Markets under the symbol "ASCMB." There is no current trading market for Monitronics common stock and although no assurance can be given, we currently expect that Monitronics common stock will be quoted on the OTC Markets following completion of the restructuring and the merger.

         We expect that the merger and redomiciliation will occur substantially concurrently with the restructuring of Monitronics in connection with a proposed Chapter 11 bankruptcy case to be filed by Monitronics and its domestic subsidiaries. The merger and redomiciliation are conditioned on the restructuring, but the restructuring is not conditioned on the merger or the redomiciliation or any stockholder votes related thereto. The restructuring and the related restructuring support agreement entered into by Monitronics, certain creditors of Monitronics, Ascent Capital and the other parties thereto are described more fully in the accompanying proxy statement/prospectus, including its attached annexes.

         You are cordially invited to attend a special meeting of stockholders of Ascent Capital (the special meeting) to be held at          a.m., Mountain Time, on                        , 2019, at the corporate offices of Ascent Capital, 5251 DTC Parkway, Second Floor Conference Room, Greenwood Village, Colorado 80111, Tel. No. (303) 628-5600. A notice of the special meeting, a proxy card and a proxy statement containing important information about the matters to be acted on at the special meeting accompany this letter.

         At the special meeting, you will be asked to consider and vote on three related proposals: (i) to approve the adoption of the merger agreement (the merger proposal), (ii) to approve, on a non-binding advisory basis, the merger-related compensation for Ascent Capital's executive officers (the advisory compensation proposal) and (iii) to authorize the adjournment of the special meeting by Ascent Capital to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the merger proposal (the adjournment proposal).

         The board of directors of Ascent Capital unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Ascent Capital and its stockholders, and unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement. The Ascent Capital board of directors unanimously recommends that Ascent Capital stockholders vote "FOR" each of these proposals. Your vote is important, regardless of the number of shares you own, and we urge you to vote your shares via the Internet, telephone, smartphone or mail as promptly as possible. This will save Ascent Capital additional expense in soliciting proxies and will ensure that your shares are represented at the special meeting. It will not, however, prevent you from later revoking your proxy or changing your vote. Whether or not you plan to attend the special meeting, please read the accompanying proxy statement/prospectus. You should also carefully consider the risks that are described in the "Risk Factors" section beginning on page 22.

         We hope to see you at the special meeting and look forward to the successful completion of the merger.

 
   
    Very truly yours,

 

 

LOGO
    William R. Fitzgerald
Chairman of the Board

This proxy statement/prospectus is dated                                    , 2019 and is first being mailed to Ascent Capital stockholders on or about                        , 2019.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


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REFERENCES TO ADDITIONAL INFORMATION

        This document, which forms a part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (SEC) by Monitronics, constitutes a prospectus of Monitronics under Section 5 of the Securities Act of 1933, as amended, with respect to the shares of Monitronics common stock to be issued to Ascent Capital stockholders in connection with the merger. In addition, this document also constitutes a proxy statement for Ascent Capital under Section 14(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act). It also constitutes a notice of meeting with respect to the special meeting of Ascent Capital stockholders. Ascent Capital and Monitronics file annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. You may read and copy any of this information at the SEC's public reference room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or 202-942-8090 for further information on the public reference room. This information is available to you without charge upon your request. You can obtain copies of the documents filed by Ascent Capital and Monitronics with the SEC through the SEC website at www.sec.gov or by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

Ascent Capital Group, Inc.
5251 DTC Parkway, Suite 1000
Greenwood Village, Colorado
(303) 628-5600
  Monitronics International, Inc.
1990 Wittington Place
Farmers Branch, Texas
(972) 243-7443

        In addition, you may obtain additional copies of this document by contacting D.F. King & Co., Inc., Ascent Capital's proxy solicitor, at the addresses and telephone numbers listed below. You will not be charged for any of these documents that you request.

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (888) 605-1958

        Investors may also consult the websites of Ascent Capital or Monitronics for more information concerning the merger and the other transactions described in this document. The website of Ascent Capital is www.ascentcapitalgroupinc.com and the website of Monitronics is www.monitronics.com. Information included on these websites is not incorporated by reference into this document.

        If you would like to request any documents, please do so at least 5 business days before the date of the special meeting in order to receive them before the special meeting.


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PRELIMINARY PROXY MATERIALS—SUBJECT TO COMPLETION DATED MAY 24, 2019

ASCENT CAPITAL GROUP, INC.
5251 DTC Parkway, Suite 1000
Greenwood Village, Colorado 80111
(303) 628-5600

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on                                    , 2019

        NOTICE IS HEREBY GIVEN of the special meeting (the special meeting) of stockholders of Ascent Capital Group, Inc. (Ascent Capital) to be held at                                    , Mountain Time, on                               , 2019, at                        , telephone                    , to consider and vote on the following:

    1.
    A proposal to approve the adoption of the Agreement and Plan of Merger, dated as of May 24, 2019 (as may be amended from time to time, the merger agreement), by and among Monitronics International,  Inc. (Monitronics) and Ascent Capital, pursuant to which Ascent Capital will merge with and into Monitronics substantially concurrently with the restructuring (as defined in the accompanying proxy statement/prospectus) of Monitronics (which, after giving effect to the restructuring, is referred to as Restructured Monitronics) (the merger), with Monitronics continuing as the surviving company (the merger proposal);

    2.
    A proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of Ascent Capital in connection with the merger (the advisory compensation proposal); and

    3.
    A proposal (the adjournment proposal, and together with the merger proposal and the advisory compensation proposal, the proposals) to authorize the adjournment of the special meeting by Ascent Capital to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the merger proposal.

        The merger will not occur unless Ascent Capital stockholders approve the merger proposal. The consummation of the merger is not conditioned on the approval of the advisory compensation proposal or the adjournment proposal.

        The merger will occur substantially concurrently with the restructuring of Monitronics in connection with proposed Chapter 11 cases to be filed by Monitronics and its domestic subsidiaries. The merger is conditioned on the restructuring, but the restructuring and the Chapter 11 cases are not conditioned on the merger or any stockholder votes related thereto. Stockholders of Ascent Capital are not entitled to, and are not being asked to, vote on the Plan (as defined in the accompanying proxy statement/prospectus) or any other aspect of the restructuring.

        These proposals are described in more detail in the accompanying proxy statement/prospectus. You are encouraged to read the proxy statement/prospectus in its entirety before voting.

        Holders of record of Ascent Capital's Series A common stock, par value $0.01 per share (Series A common stock) and Ascent Capital's Series B common stock, par value $0.01 per share (Series B common stock and, together with the Series A common stock, the Ascent Capital common stock), outstanding as of 5:00 p.m., New York City time, on                        , 2019, the record date for the special meeting, will be entitled to notice of the special meeting and to vote at the special meeting or any adjournment or postponement thereof. Holders of Series A common stock and Series B common stock will vote together as a single class on each proposal. A list of stockholders entitled to vote at the special meeting will be available at Ascent Capital's offices for review by its stockholders, for any purpose germane to the special meeting, during ordinary business hours, for a period of at least 10 days prior to the special meeting, and at the time and place of the special meeting, during the full duration of the special meeting.


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        The following stockholder approvals are required with respect to the matters described above:

    The merger proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of Ascent Capital common stock outstanding on the record date and entitled to vote at the special meeting, voting together as a single class.

    The advisory compensation proposal and the adjournment proposal each require the affirmative vote of the holders of a majority of the combined voting power of the shares of Ascent Capital common stock present, in person or by proxy, and entitled to vote at the special meeting, voting together as a single class.

        After careful consideration, the board of directors of Ascent Capital unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Ascent Capital and its stockholders, and unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement. The Ascent Capital board of directors unanimously recommends that Ascent Capital stockholders vote "FOR" each of the proposals.

        YOUR VOTE IS IMPORTANT.    Ascent Capital urges you to vote as soon as possible by telephone, Internet, smartphone or mail.

    By order of the board of directors,

 

 

GRAPHIC
    William E. Niles
Chief Executive Officer, General Counsel and Secretary

Greenwood Village, Colorado
                        , 2019

WHETHER OR NOT YOU INTEND TO BE PRESENT AT THE SPECIAL MEETING, PLEASE VOTE AS PROMPTLY AS POSSIBLE BY TELEPHONE, INTERNET, SMARTPHONE OR MAIL. IF YOU ARE UNCERTAIN OF HOW YOU HOLD YOUR SHARES OR NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE CONTACT D.F. KING & CO., INC., ASCENT CAPITAL'S PROXY SOLICITOR.


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TABLE OF CONTENTS

 
  Page  

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE MATTERS TO BE ADDRESSED AT THE SPECIAL MEETING

    1  

SUMMARY

    15  

The Parties to the Merger

    15  

The Merger and Redomiciliation

    15  

Treatment of Ascent Capital Common Stock in the Merger

    15  

Recommendation of Ascent Capital Board of Directors

    16  

Opinion of Ascent Capital's Financial Advisor

    16  

Interests of Certain Persons in the Merger

    17  

Conditions to the Merger

    17  

Regulatory Approvals Required for the Merger

    18  

Termination of the Merger Agreement

    18  

Expenses

    19  

Accounting Treatment

    19  

The Restructuring Support Agreement

    19  

The Plan

    19  

Quoting of Monitronics Common Stock and Delisting and Deregistration of Series A Common Stock and Series B Common Stock

    20  

Selected Historical Financial Data of Ascent Capital

    21  

Selected Historical and Unaudited Pro Forma Consolidated Financial and Operating Data of Monitronics

    22  

Comparative Historical and Unaudited Pro Forma Per Share Data

    25  

RISK FACTORS

    27  

Risks Related to the Merger

    27  

Risks Related to the Restructuring and Other Bankruptcy Law Considerations

    32  

Risks Related to Ascent Capital Business

    41  

Risks Related to Monitronics' Business

    41  

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

    42  

THE PARTIES TO THE MERGER

    45  

SPECIAL MEETING; PROXIES

    46  

Electronic Delivery

    46  

Time, Place and Date

    46  

Purpose

    46  

Quorum

    46  

Who May Vote; Record Date

    47  

Votes Required

    47  

Votes You Have

    47  

Shares Outstanding

    47  

Number of Holders

    47  

Voting Procedures for Record Holders

    47  

Voting Procedures for Shares Held in Street Name

    48  

Revoking a Proxy

    48  

Solicitation of Proxies

    49  

Recommendation of Ascent Capital's Board of Directors

    49  

PROPOSAL 1—THE MERGER PROPOSAL

    50  

General

    50  

Vote and Recommendation

    50  

       

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  Page  
PROPOSAL 2—THE ADVISORY COMPENSATION PROPOSAL     51  

General

    51  

Vote and Recommendation

    51  

PROPOSAL 3—THE ADJOURNMENT PROPOSAL

    52  

General

    52  

Vote and Recommendation

    52  

THE MERGER

    53  

Effects of the Merger

    53  

Background of the Merger

    53  

Unaudited Prospective Financial Information

    72  

Material U.S. Federal Income Tax Consequences

    74  

Accounting Treatment

    80  

Appraisal Rights

    81  

Quoting of Monitronics Common Stock and Delisting and Deregistration of Series A Common Stock and Series B Common Stock

    82  

Regulatory Approvals Required for the Merger

    82  

THE MERGER AGREEMENT

    83  

The Merger

    83  

The Redomiciliation

    84  

Treatment of Ascent Capital Common Stock in the Merger

    84  

Treatment of Equity Compensation Awards

    85  

Effect of Merger on Monitronics Stock

    86  

Board of Directors and Executive Officers of Restructured Monitronics

    86  

Closing and the Merger Effective Time

    86  

Exchange and Payment Procedures

    86  

Appraisal Rights

    87  

Conditions Precedent

    88  

Termination

    89  

Amendment of the Merger Agreement; Extension; Waiver

    89  

Expenses

    89  

Specific Performance

    89  

THE RESTRUCTURING AND THE RESTRUCTURING SUPPORT AGREEMENT

    90  

General

    90  

The Plan

    90  

Debtor-in-Possession Financing

    91  

The Rights Offering

    92  

Financing of Restructured Monitronics

    93  

Non-Ascent Restructuring

    95  

Termination of the RSA

    96  

INTERESTS OF CERTAIN PERSONS IN THE MERGER

    100  

Interests of Ascent Capital Directors and Executive Officers in the Merger

    100  

Treatment of Ascent Capital Equity-Based Awards in the Merger

    103  

Interests of Monitronics Directors and Executive Officers in the Merger

    104  

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    105  

Security Ownership of Certain Beneficial Owners

    105  

Security Ownership of Management

    106  

Changes in Control

    108  

CERTAIN POST-MERGER GOVERNANCE AND MANAGEMENT

    109  

Restructured Monitronics Board of Directors

    109  

Restructured Monitronics Chief Executive Officer, Chairman of the Board and Other Officers

    109  

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  Page  

DESCRIPTION OF RESTRUCTURED MONITRONICS COMMON STOCK

    110  

General

    110  

Common Stock

    110  

Preferred Stock

    110  

Anti-Takeover Effects of the Certificate of Incorporation and Bylaws and Delaware Law

    111  

Information Rights

    114  

Transfer Agent

    115  

Stock Exchange Listing

    115  

Exclusive Forum for Certain Lawsuits

    115  

COMPARATIVE RIGHTS OF ASCENT CAPITAL AND RESTRUCTURED MONITRONICS STOCKHOLDERS

    116  

APPRAISAL RIGHTS

    124  

COMPARATIVE MARKET PRICE AND DIVIDEND INFORMATION

    130  

ASCENT CAPITAL'S BUSINESS

    131  

MONITRONICS' BUSINESS

    132  

ASCENT CAPITAL'S PROPERTY

    133  

MONITRONICS' PROPERTY

    134  

ASCENT CAPITAL'S LEGAL PROCEEDINGS

    135  

MONITRONICS' LEGAL PROCEEDINGS

    136  

MARKET FOR ASCENT CAPITAL'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF SECURITIES

    137  

MARKET FOR MONITRONICS' COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF SECURITIES

    138  

ASCENT CAPITAL'S MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    139  

MONITRONICS' MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    140  

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT ASCENT CAPITAL'S MARKET RISK

    141  

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MONITRONICS MARKET RISK

    142  

EXECUTIVE COMPENSATION OF ASCENT CAPITAL IN 2018

    143  

LEGAL MATTERS

    144  

EXPERTS

    144  

FUTURE STOCKHOLDER PROPOSALS

    145  

OTHER MATTERS

    146  

Other Matters for Action at the Ascent Capital Special Meeting

    146  

WHERE YOU CAN FIND MORE INFORMATION

    147  

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL DATA

    F-1  

ANNEXES

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE MATTERS TO BE ADDRESSED AT THE SPECIAL MEETING

        The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the Plan (as defined below) and the matters to be addressed at the special meeting. These questions and answers may not address all questions that may be important to you as a stockholder. To better understand these matters, and for a description of the terms and conditions governing the merger, you should carefully read this entire proxy statement/prospectus, including the attached annexes. See the section entitled "Where You Can Find More Information."

Q:    Why am I receiving this document?

A:
You are receiving these materials because you owned shares of Ascent Capital's Series A common stock, par value $0.01 per share (Series A common stock), or Series B common stock, par value $0.01 per share (Series B common stock and, together with Series A common stock, the Ascent Capital common stock), as of 5:00 p.m., New York City time, on                , 2019 (the record date), for the special meeting (as defined below) and, therefore, are entitled to vote at the special meeting.

    Pursuant to the Agreement and Plan of Merger, dated as of May 24, 2019 (as may be amended from time to time, the merger agreement), by and among Monitronics International, Inc. (Monitronics) and Ascent Capital Group, Inc. (Ascent Capital), Ascent Capital and Monitronics agreed to a stock-for-stock merger, pursuant to which, among other things, Ascent Capital will merge with and into Monitronics substantially concurrently with the restructuring (described herein) of Monitronics (which, after giving effect to the restructuring (as defined below) is referred to in this proxy statement/prospectus as Restructured Monitronics), with Monitronics as the surviving company (the merger), and immediately thereafter Monitronics is expected to be redomiciled in Delaware (the redomiciliation). A copy of the merger agreement is attached to this document as Annex A.

    Ascent Capital is holding a special meeting of stockholders (the special meeting) to obtain the stockholder approval necessary to (i) approve the adoption of the merger agreement (the merger proposal); (ii) approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of Ascent Capital in connection with the merger (the advisory compensation proposal) and (iii) authorize the adjournment of the special meeting by Ascent Capital to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the merger proposal (the adjournment proposal, and together with the merger proposal and the advisory compensation proposal, the proposals). Stockholders of Ascent Capital are not entitled to, and are not being asked to, vote on the Plan (as defined below) or any other aspect of the restructuring.

    If the merger proposal is approved at the special meeting, subject to certain other conditions, the merger and redomiciliation are expected to occur substantially concurrently with the restructuring (as defined below) of Monitronics in connection with the proposed Chapter 11 Cases (as defined below) as contemplated by the RSA (as defined below). The merger and redomiciliation are conditioned on the restructuring, but the restructuring and the Chapter 11 Cases (as defined below) are not conditioned on the merger, the redomiciliation or any stockholder votes related thereto. In this proxy statement/prospectus, we refer to Monitronics after giving effect to the restructuring as Restructured Monitronics.

    This proxy statement/prospectus includes important information about the merger, the merger agreement, the redomiciliation, the advisory compensation proposal, the special meeting, the restructuring, the RSA (as defined below) and the Plan (as defined below).

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Q:    What are the RSA and the Plan?

A:
The Restructuring Support Agreement, dated May 20, 2019 (the RSA), between Monitronics and its domestic subsidiaries party thereto (the Debtors), Ascent Capital, certain noteholders and term lenders of the Debtors, and the other parties thereto, is an agreement pursuant to which the parties thereto have agreed to support a restructuring transaction for the Debtors (the restructuring) on the terms and conditions set forth in the RSA, including the issuance of common stock, par value $0.01 per share, of Monitronics (Monitronics common stock) to creditors of the Debtors. Pursuant to the RSA, the Debtors intend to commence voluntary reorganization cases (the Chapter 11 Cases) under Chapter 11 of title 11 of the United States Code (Bankruptcy Code) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the Bankruptcy Court) to consummate the restructuring pursuant to a partial prepackaged Chapter 11 plan of reorganization consistent in all material respects with the RSA (such partial prepackaged Chapter 11 plan, as it may be amended, restated, amended and restated, supplemented, or otherwise modified, the Plan). Ascent Capital, as the sole Monitronics stockholder, has agreed to support the Plan under the terms of the RSA. A copy of the RSA and its schedules and exhibits is attached to this document as Annex C. For a more detailed description of the RSA, see "The Restructuring and the Restructuring Support Agreement" and for a more detailed description of the Plan, see "The Plan." At this time, the Debtors have not taken any action approving a bankruptcy filing.

    Lenders holding more than half in number and at least 2/3 in amount of (but not all) claims under each of the Debtors' credit facilities have become consenting lenders under the RSA. As a result, the number and amount of the Debtors' credit facilities claims held by lenders contractually obligated to support the Plan exceed the thresholds required for approval of such Plans by each class of the Debtors' credit facilities claims under the Bankruptcy Code. Additional consenting lenders may join the RSA in the future.

    The merger and redomiciliation are conditioned on the restructuring, but the restructuring and the Chapter 11 Cases are not conditioned on the merger, the redomiciliation or any stockholder votes related thereto. Stockholders of Ascent Capital are not entitled to and are not being asked to vote on the Plan or any other aspect of the Restructuring.

Q:    Can the merger be consummated without the restructuring, even if Ascent Capital stockholders approve the merger?

A:
No. The restructuring is a condition to the merger, therefore if the restructuring is not consummated then the merger will not be consummated. Approval of the restructuring pursuant to the Plan requires acceptance of the Plan from certain classes of creditors entitled to vote on the Plan. A class of creditors accepts the Plan if the Plan is accepted by the holders of at least two-thirds in dollar amount and more than one-half in number of the claims in such class that have timely and properly voted to accept or reject the Plan. The Debtors will solicit the votes on the Plan from their term loan lenders and noteholders substantially concurrently with Ascent Capital's solicitation of Ascent Capital stockholders with respect to the Merger. This proxy statement/prospectus is not a solicitation by Monitronics of a vote on the Plan.

Q:    What happens if the merger is not consummated? Can the restructuring be consummated without the merger, including if the merger proposal is not approved at the special meeting?

A:
If the merger is not completed for any reason, Ascent Capital stockholders will not receive any consideration for their shares of Ascent Capital common stock and Ascent Capital and Monitronics will remain separate companies. Failure to complete the merger may cause uncertainty or other negative consequences that may materially and adversely affect Ascent

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    Capital's business. Additionally, if the merger is not consummated on the effective date of the Plan (the Plan effective date) for any reason, then the non-Ascent restructuring (as defined below) may occur without the merger, the merger will not be consummated, and Ascent Capital's equity interests in Monitronics will be cancelled without Ascent Capital recovering any property or value on account of such equity interests, all of which could have a material adverse effect on Ascent Capital's business, financial performance and operating results and the price per share for Ascent Capital common stock. In such an event, the holders of Ascent Capital common stock would own stock in a company whose only significant assets are a minimal amount of cash and certain net operating losses.

    The merger is not a condition to the Plan becoming effective or the completion of the restructuring. Therefore, the mere failure to complete the merger will not prevent the Plan from becoming effective, the restructuring from being completed or result in the inability to achieve the global settlement of claims and comprehensive releases in favor of the Debtors provided for in the Plan.

    Pursuant to the RSA, if any of the following occur (a non-Ascent restructuring toggle event):

    the merger proposal is not approved at the special meeting (or any adjournment or postponement thereof),

    all requisite approvals to consummate the merger (including approval of the merger proposal) are not obtained by the date that is no later than sixty-five days after the Petition Date (as defined herein),

    the merger otherwise does not occur on the Plan effective date for any reason,

    the amount of cash held by Ascent Capital immediately prior to the consummation of the merger is, or is reasonably expected to be, in the determination of the RSA parties other than Ascent Capital, a net cash amount (as defined below) of less than $20 million as of the Plan effective date,

    there is a material breach by Ascent Capital of the RSA,

    Ascent Capital (1) communicates its intention not to support the restructuring or files, communicates, executes a definitive written agreement with respect to, or otherwise supports an Alternative Restructuring Proposal and (2) such action has, or may be reasonably expected to have, an adverse effect on the Debtors' ability to consummate the restructuring,

    Ascent Capital files a motion or pleading with the Bankruptcy Court that is not consistent in all material respects with the RSA, the relief requested by such motion has, or may be reasonably expected to have, a material adverse effect on the Debtors' ability to consummate the restructuring, and such motion is not withdrawn within two business days of the receipt by Ascent Capital of written notice from the other RSA parties that such motion or pleading is inconsistent with the RSA,

    the occurrence of certain bankruptcy or insolvency events with respect to Ascent Capital specified in the RSA, or

    Ascent Capital validly terminates the RSA with respect to itself, so long as no other RSA party actually exercises an independent right to terminate the RSA;

    then the RSA parties other than Ascent Capital may pursue a restructuring of the Debtors without the merger and without the participation of Ascent Capital, Ascent will be obligated to make a cash contribution to Monitronics in the amount of $3.5 million (the toggle contribution), Monitronics common stock will be issued to certain creditors of Monitronics (and to its management pursuant to an incentive compensation plan) and not to Ascent Capital or

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    stockholders of Ascent Capital and Ascent Capital's equity interests in Monitronics will be cancelled without consideration as a result of the restructuring in accordance with the Plan (the non-Ascent restructuring). For more information, see "The Restructuring and the Restructuring Support Agreement." In such an event, Ascent Capital's equity interests will be cancelled without Ascent Capital recovering any property or value on account of such equity interests, and the holders of Ascent Capital common stock would own stock in a company whose only asset is a minimal amount of cash.

    Additionally, there may be other events that may lead to the restructuring of Monitronics and the other Debtors without the merger that are not expressly contemplated in the RSA. See "Risk Factors—Risks Relating to the Restructuring and Other Bankruptcy Law Considerations."

Q:    When and where is the special meeting?

A:
The special meeting will be held at             a.m., Mountain Time, on                        , 2019, at 5251 DTC Parkway, Second Floor Conference Room, Greenwood Village, Colorado 80111.

Q:    Who is entitled to notice of, to vote at and to attend the special meeting?

A:
Ascent Capital stockholders as of the record date, or their authorized representatives, are entitled to receive notice of, to vote at and to attend the special meeting. As of the record date, there were approximately                shares of Series A common stock and                shares of Series B common stock outstanding. If you held shares in your name at the record date, you are required to provide valid picture identification, such as a driver's license, to gain admission to the special meeting.

    If you are a beneficial owner of shares of Series A common stock or Series B common stock held in "street name" by a broker, bank, nominee or other holder of record at the record date, in addition to valid picture identification, you must also provide proof of ownership as of the record date to be admitted to the special meeting. A brokerage statement or letter from a bank or broker are examples of proof of ownership. If you want to vote your shares held in "street name" in person at the special meeting, you will have to obtain a legal proxy in your name from the broker, bank, nominee or other holder of record who holds your shares.

Q:    What am I being asked to vote on?

A:
Ascent Capital stockholders are being asked to consider and vote on the following proposals:

1.
to approve the merger proposal;

2.
to approve the advisory compensation proposal; and

3.
to approve the adjournment proposal (collectively, the proposals).

    Stockholders of Ascent Capital are not entitled to, and are not being asked to, vote on the Plan or any other aspect of the restructuring.

Q:    What will I, as an Ascent Capital stockholder, receive if the merger is completed?

A:
If the merger is completed, each share of Ascent Capital's Series A common stock and each share of Ascent Capital's Series B common stock, in each case, issued and outstanding immediately prior to the effective time of the merger (the merger effective time) (other than (i) shares of Ascent Capital common stock held by any stockholder who is entitled to demand and properly demands appraisal of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware (the DGCL) and who does not fail to perfect, effectively withdraw, or otherwise lose their right to appraisal or (ii) shares of Ascent Capital common stock held by Monitronics or

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    by Ascent Capital as treasury shares, if any) will be converted into the right to receive that number of shares of common stock, par value $0.01 per share, of Restructured Monitronics (Monitronics common stock) equal to the exchange ratio.

    The exchange ratio is equal to the quotient of (a) (i) (A) all cash held by Ascent Capital at the merger effective time, net of all liabilities of Ascent Capital (including, but not limited to, funded indebtedness, professionals' fees, settlements, severance payments, unclaimed property liabilities, agreements or understandings with respect to the use of cash, contingent liabilities, and operating expenses expected to be paid in connection with the merger or that will be assumed by Monitronics or Restructured Monitronics, as applicable, in connection with the merger), which in no event will be greater than $23,000,000, divided by (B) $395,111,570.00 (pursuant to the terms of the RSA, representing the discounted equity value at which holders of Monitronics' Senior Notes exchange their notes and the Backstop Commitment Parties (as defined herein) invest in subscription rights, respectively), multiplied by (ii) 22,500,000 (pursuant to the terms of the RSA, representing the number of outstanding shares of Monitronics common stock as of the Plan effective date); divided by (b) the number of outstanding shares of Ascent Capital common stock immediately prior to the merger effective time. By way of illustration, as of May 24, 2019, the exchange ratio would be 0.1040865 based on the assumptions contained in the defined terms used in the calculation thereof, and (x) for each $100,000 increase or decrease in Net Cash Amount (as defined herein) at the merger effective time, the exchange ratio would increase or decrease, as applicable, by 0.00045, and (y) for each increase or decrease of 25,000 Outstanding Ascent Shares (as defined in the merger agreement) at the merger effective time, the exchange ratio would increase or decrease, as applicable, by 0.00020.

    No fractional shares of Monitronics common stock will be issued in the merger. In lieu of issuance of any such fractional shares that would otherwise be issuable to a holder of Series A common stock or Series B common stock (after aggregating all fractional shares of Monitronics common stock which such holder would otherwise receive), such holder of Series A common stock or Series B common stock, as applicable, will receive cash in lieu of fractional shares, following the aggregation of fractional share interests allocable to the holders of Ascent Capital common stock and the sale by the exchange agent of the whole shares obtained by such aggregation in open market transactions at prevailing trading prices (after making appropriate deductions for taxes and costs). Based on the number of shares of Series A common stock and Series B common stock issued and outstanding as of May 23, 2019, after giving effect to the merger and the redomiciliation and assuming completion of the restructuring as described in the RSA, and assuming that no eligible creditors elect the cash-out election, holders of Ascent common stock are expected to receive approximately 5.82% of the outstanding shares of Monitronics common stock.

Q:    What constitutes a quorum for the special meeting?

A:
The presence at the special meeting, in person or by proxy of the holders of at least majority in total voting power of the outstanding shares of Series A common stock and Series B common stock, as of the record date, constitutes a quorum at the special meeting. For the purpose of determining the presence of a quorum, your shares will be included as represented at the special meeting even if you indicate on your proxy that you abstain from voting.

If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on any of the proposals, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld, those shares will not be treated as present for purposes of determining the presence of a quorum.

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Q:    What stockholder vote is required for approval of each proposal at the special meeting, and what happens if I abstain or do not instruct my broker on how to vote my shares?

A:
The following are the vote requirements for the proposals:

1.
The merger proposal: The merger proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of Ascent Capital common stock outstanding on the record date and entitled to vote at the special meeting, voting together as a single class. An abstention will have the same effect as a vote "AGAINST" the merger proposal. If a stockholder is not present at the special meeting and does not respond by proxy, it will have the same effect as a vote "AGAINST" the merger proposal.

2.
The advisory compensation proposal: The advisory compensation proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of Ascent Capital common stock present, in person or by proxy, and entitled to vote at the special meeting, voting together as a single class. An abstention will have the same effect as a vote "AGAINST" the advisory compensation proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy, it will have no effect on the outcome of the advisory compensation proposal, assuming a quorum is present.

3.
The adjournment proposal: The adjournment proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of Ascent Capital common stock present, in person or by proxy, and entitled to vote at the special meeting, voting together as a single class. An abstention will have the same effect as a vote "AGAINST" the adjournment proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy, it will have no effect on the outcome of the adjournment proposal, assuming a quorum is present.

If you are an Ascent Capital stockholder and your shares are held in "street name" through a broker, bank or other nominee, your broker, bank or other nominee will vote your shares only if you provide the record holder of your shares with instructions for how to vote your shares. Further, brokers, banks or other nominees who hold shares of Ascent Capital common stock on behalf of their customers may not give a proxy to Ascent Capital to vote those shares with respect to the merger proposal, the advisory compensation proposal and the adjournment proposal without specific instructions from their customers, as brokers, banks and other nominees do not have discretionary voting power on these "non-routine" matters. If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on the applicable proposals, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld with respect to the applicable proposals, these shares will not count as present and entitled to vote at the special meeting and will not count for purposes of determining a quorum at the special meeting.

Therefore, if you are an Ascent Capital stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

your shares will not be counted as present and entitled to vote for purposes of determining a quorum;

your broker, bank or other nominee may not vote your shares on the merger proposal, which will have the same effect as a vote "AGAINST" such proposal; and

your broker, bank or other nominee may not vote your shares on the advisory compensation proposal or the adjournment proposal, which will have no effect on the vote count for each such proposal, assuming a quorum is present.

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Q:    How does the Ascent Capital board of directors recommend that I vote?

A:
The Ascent Capital board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Ascent Capital and its stockholders and unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement. The Ascent Capital board of directors unanimously recommends that Ascent Capital stockholders vote "FOR" each of the proposals.

Q:    How many votes does each holder of Series A common stock and Series B common stock have?

A:
Each holder of Series A common stock is entitled to one vote per share for each share of Series A common stock owned at the record date. Each holder of Series B common stock is entitled to ten votes per share for each share of Series B common stock owned at the record date.

Q:    Who is the exchange agent for the merger?

A:
Computershare Trust Company, N.A. (Computershare) is the exchange agent for the merger.

Q:    Who is the transfer agent of Ascent Capital?

A:
Computershare is the transfer agent of Ascent Capital.

Q:    How do I vote?

A:
Via the Internet or by Telephone

If you hold Series A common stock or Series B common stock directly in your name as a stockholder of record (that is, if your shares of Series A common stock or Series B common stock are registered in your name with Computershare, the transfer agent), you may vote via the Internet at                or by telephone by calling the toll-free number on the back of your proxy card. Votes submitted via the Internet or by telephone must be received by 11:59 p.m. (New York City time) on                                    , 2019.

If you hold shares of Series A common stock or Series B common stock in "street name," meaning through a broker, bank, nominee or other holder of record, you may vote via the Internet or by telephone only if Internet or telephone voting is made available by your broker, bank, nominee or other holder of record. Please follow the voting instructions provided by your broker, bank, nominee or other holder of record with these materials.

    By Mail

    If you hold shares of Series A common stock or Series B common stock directly in your name as a stockholder of record (that is, if your shares of shares of Series A common stock or Series B common stock are registered in your name with Computershare, the transfer agent), you will need to sign, date and mark your proxy card and it must be received at or before the special meeting.

    If you hold shares of Series A common stock or Series B common stock in "street name," meaning through a broker, bank, nominee or other holder of record, to vote by mail, you will need to sign, date and mark the voting instruction form provided by your broker, bank, nominee or other holder of record with these materials and return it in the postage-paid return envelope provided. Your broker, bank, nominee or other holder of record must receive your voting instruction form in sufficient time to vote your shares.

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    In Person or by Proxy

    If you hold shares of Series A common stock or Series B common stock directly in your name as a stockholder of record (that is, if your shares of shares of Series A common stock or Series B common stock are registered in your name with Computershare, the transfer agent), you may vote in person at the special meeting. Stockholders of record also may be represented by another person at the special meeting, as applicable, by executing a proper proxy designating that person and having that proper proxy be presented to the inspector of election with the applicable ballot at the special meeting.

    If you hold shares of Series A common stock or Series B common stock in "street name," meaning through a broker, bank, nominee or other holder of record, you must obtain a legal proxy from that institution and present it to the inspector of elections with your ballot to be able to vote in person at the special meeting. To request a legal proxy, please contact your broker, bank, nominee or other holder of record.

    Please carefully consider the information contained in this proxy statement/prospectus and, whether or not you plan to attend the special meeting, vote via the Internet, by telephone or by mail so that your shares will be voted in accordance with your wishes even if you later decide not to attend the special meeting.

    Ascent Capital encourages you to register your vote via the Internet or by telephone. If you attend the special meeting, you may also submit your vote in person, in which case any votes that you previously submitted—whether via the Internet, by telephone, by smartphone or by mail—will be superseded by the vote that you cast at the special meeting. To vote in person at the special meeting, beneficial owners who hold shares in "street name" through a broker, bank, nominee or other holder of record will need to contact the broker, bank, nominee or other holder of record to obtain a legal proxy to bring to the special meeting. Whether your proxy is submitted via the Internet, by telephone, by smartphone or by mail, if it is properly completed and submitted, and if you do not revoke it prior to or at the special meeting, your shares will be voted at the special meeting, in the manner set forth in this proxy statement/prospectus or as otherwise specified by you. Again, you may vote via the Internet or by telephone until 11:59 p.m. (New York City time) on                                    , 2019, or your paper proxy card must be received at or before the special meeting.

Q:    What is the difference between a holder of record of Series A common stock or Series B common stock and a beneficial owner of Series A common stock or Series B common stock?

A:
If your Series A common stock or Series B common stock are registered directly in your name with the transfer agent, Computershare, you are considered the stockholder of record with respect to those shares of Series A common stock or Series B common stock, as applicable. As the stockholder of record, you have the right to vote by granting a proxy to vote your shares directly to the officers named on the proxy card or by voting in person at the special meeting.

If your shares of Series A common stock or Series B common stock are held by a bank, broker or other nominee, you are considered the beneficial owner of Series A common stock or Series B common stock, as applicable, held in "street name," and your bank, broker or other nominee is considered the stockholder of record with respect to those shares of Series A common stock or Series B common stock, as applicable. Your bank, broker or other nominee should send you, as the beneficial owner, a package describing the procedure for voting your shares of Series A common stock or Series B common stock, as applicable. You should follow the instructions provided by them to vote your Series A common stock or Series B common stock, as applicable. You are invited to attend the special meeting; however, you may not vote your shares of Series A common stock or Series B common stock, as applicable, in person at the special meeting unless

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    you obtain a "legal proxy" from your bank, broker, or other nominee that holds your Series A common stock or Series B common stock, as applicable, giving you the right to vote such shares at the special meeting.

Q:    If my shares are held in "street name," will my broker, bank, nominee or other holder of record automatically vote my shares for me?

A:
No. If your shares are held in "street name," you must instruct the broker, bank, nominee or other holder of record on how to vote your shares. Your broker, bank, nominee or other holder of record will vote your shares only if you provide instructions on how to vote by filling out the voting instruction form sent to you by your broker, bank, nominee or other holder of record with this proxy statement/prospectus.

Q:    How will my shares be represented at the special meeting, and what will happen if I return my proxy card without indicating how to vote?

A:
If you submit your proxy via the Internet, by telephone, by smartphone or by mail, the officers named on the proxy card will vote your shares in the manner you requested if you correctly submitted your proxy. If you sign your proxy card and return it without indicating how to vote on any particular proposal, the shares represented by your proxy will be voted in favor of that proposal.

Q:    What happens if one or more of my share certificates is lost, stolen or destroyed?

A:
If your share certificate is lost, stolen or destroyed, you must deliver an affidavit of the loss, theft or destruction, and may be required by the exchange agent to post a customary bond as indemnity against any claim that may be made with respect to such certificate. See the section entitled "The Merger Agreement—Exchange and Payment Procedures" for additional information.

Q:    Can I revoke my proxy or change my voting instructions?

A:
Yes. You may revoke your proxy or change your vote at any time before the special meeting. If you are a stockholder of record at the record date, you can revoke your proxy or change your vote by:

Sending a signed notice stating that you revoke your proxy to the Corporate Secretary of Ascent Capital, at Ascent Capital's offices at 5251 DTC Parkway, Suite 1000, Greenwood Village, Colorado 80111, Attention: Corporate Secretary, that bears a date later than the date of the proxy you want to revoke and is received prior to the special meeting;

submitting a valid, later-dated proxy by mail that is received prior to the special meeting, or via the Internet or by telephone before 11:59 p.m. (New York City time) on                                    , 2019; or

attending the special meeting (or, if the special meeting is adjourned or postponed, attending the adjourned or postponed meeting) and voting in person, which will automatically cancel any proxy previously given, or revoking your proxy in person, but your attendance alone will not revoke any proxy previously given.

If you hold your shares in "street name" through a broker, bank, nominee or other holder of record, you must contact your brokerage firm, bank, nominee or other holder of record to change your vote or obtain a legal proxy to vote your shares if you wish to cast your vote in person at the applicable special meeting.

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Q:    What happens if I sell my shares of Series A common stock or Series B common stock after the record date but before the special meeting?

A:
The record date for Ascent Capital stockholders entitled to vote at the special meeting is earlier than both the date of such special meeting and the completion of the merger. If you transfer your shares after the record date but before the special meeting, you will, unless the transferee requests a proxy, retain your right to vote at the special meeting but will transfer the right to receive merger consideration to the person to whom you transfer your shares and lose any right to appraisal you may have for such shares under Delaware law. In order to receive the merger consideration (or, if you are entitled to and properly demand appraisal, to remain entitled to any appraisal rights with respect to your shares), you must hold your shares of Ascent Capital common stock through the completion of the merger.

Q:    What do I do if I receive more than one set of voting materials?

A:
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus, the proxy card or the voting instruction form. This can occur if you hold your shares in more than one brokerage account, if you hold shares directly as a record holder and also in "street name," or otherwise through another holder of record, and in certain other circumstances. If you receive more than one set of voting materials, please vote or return each set separately in order to ensure that all of your shares are voted.

Q:    Where can I find the voting results of the special meeting?

A:
Preliminary voting results will be announced at the special meeting and will be set forth in a press release that Ascent Capital intends to issue after the special meeting. Final voting results for the special meeting are expected to be published in a Current Report on Form 8-K to be filed by Ascent Capital with the SEC within four business days after the special meeting.

Q:    When do you expect to complete the merger?

A:
The completion of the merger is anticipated to occur on the Plan effective date. Monitronics and Ascent Capital hope to complete the merger as soon as reasonably possible. The merger is, however, subject to the satisfaction or waiver of certain conditions, and it is possible that factors outside the control of Monitronics and Ascent Capital could result in the merger being completed at a later time or not at all. No assurance can be given as to when, or if, the merger or the restructuring will be completed.

Q:    Is completion of the merger subject to any conditions?

A:
Yes. Completion of the merger is subject to the following conditions: (1) the adoption of the merger agreement by the affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of Ascent common stock entitled to vote, voting as a single class, (2) Ascent Capital, as the sole stockholder of Monitronics, shall have approved the adoption of the merger agreement, (3) the Plan shall become effective on terms materially consistent with the RSA, the Plan shall have been confirmed by the Bankruptcy Court pursuant to a confirmation order materially consistent with the RSA, such confirmation order shall be in full force and effect and shall not have been stayed, modified, or vacated, and the Plan effective date shall occur contemporaneously with the closing of the merger, (4) the shares of Monitronics common stock to be issued to the holders of Ascent Capital common stock upon consummation of the merger and the redomiciliation shall be quoted on any tier of the OTC Markets Group or any other similar national or international quotation service, subject to official notice of issuance, (5) the registration statement of which this proxy statement/prospectus forms a part shall have become effective under

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    the Securities Act, and no stop order suspending the effectiveness of this registration statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Securities and Exchange Commission, (6) no outstanding order, decision, judgment, writ, injunction, stipulation, award or decree (Order) prevents the consummation of the merger or any of the other transactions contemplated by the merger agreement, and no statute, rule, regulation or Order shall prohibit or make illegal the consummation of the merger and (7) Ascent Capital shall have received an opinion of Baker Botts L.L.P., tax counsel to Ascent Capital, dated the closing date of the merger, to the effect that the merger should be treated as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code). The merger agreement shall be terminated at any time prior to the merger effective time, whether before or after Ascent Capital stockholder approval or Monitronics stockholder approval has been obtained, without any further action by either of Ascent Capital or Monitronics upon the earlier to occur of (i) the non-Ascent restructuring toggle and (ii) eighty-two (82) days after the date that Monitronics commences Chapter 11 proceedings.

Q:    What happens if the merger is not completed?

A:
If the merger is not completed for any reason, Ascent Capital stockholders will not receive any consideration for their shares of Series A common stock or Series B common stock, Series A common stock will continue to be listed and traded on the NASDAQ (subject to Ascent Capital meeting the requirements for continued listing) until the effective date of any NASDAQ determination to delist the Series A common stock, Series B common stock will continue to be quoted on the OTC Markets, and Ascent Capital and Monitronics (or Restructured Monitronics if the Plan effective date occurs) will remain separate companies. In addition, the RSA parties other than Ascent Capital may pursue a restructuring of the Debtors without the merger and without the participation of Ascent Capital. Ascent Capital will be obligated to make the toggle contribution, Monitronics common stock will be issued to certain creditors of Monitronics and to its management pursuant to an incentive compensation plan and not to Ascent Capital or stockholders of Ascent Capital, and Ascent Capital's equity interests in Monitronics will be cancelled without consideration as a result of the restructuring in accordance with the Plan. In such an event, Ascent Capital's equity interests will be cancelled without Ascent Capital recovering any property or value on account of such equity interests, and the holders of Ascent Capital common stock would own stock in a company whose only asset is a minimal amount of cash. Failure to complete the merger may cause uncertainty or other negative consequences that may materially and adversely affect Ascent Capital's business, financial performance and operating results and the price per share for Ascent Capital common stock. See the section entitled "Risk Factors—Risks Related to the Merger."

Q:    Am I entitled to seek appraisal rights?

A:
Yes, Holders of Ascent Capital common stock who do not vote in favor of the approval of the adoption of the merger agreement are entitled to appraisal rights under Section 262 of the DGCL in connection with the merger, but only if they follow the procedures and satisfy the conditions set forth in Section 262 of the DGCL. A copy of Section 262 of the DGCL is attached as Annex D to this proxy statement/prospectus. Failure to strictly comply with Section 262 of the DGCL will result in the loss of appraisal rights. A proxy or vote against the merger proposal will not be deemed an appraisal demand. Due to the complexity of the provisions of Section 262 of the DGCL, any stockholder considering exercising its appraisal rights under Section 262 of the DGCL is urged to consult his, her or its own legal advisor. See "The Merger—Appraisal Rights."

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Q:    What are the U.S. federal income tax consequences of the merger to U.S. holders of Ascent Capital common stock?

A:
Ascent Capital and Monitronics intend for the merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, and the completion of the merger is conditioned, among other conditions, upon the receipt by Ascent Capital of an opinion from Baker Botts L.L.P. to the effect that the merger should so qualify. Assuming the merger qualifies as a reorganization, holders of Ascent Capital common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Ascent Capital common stock for Monitronics common stock received in the merger, except with respect to cash received in lieu of fractional shares of Monitronics common stock.

The tax consequences of the merger to each holder of Ascent Capital common stock will depend on such holder's particular circumstances. Holders of Ascent Capital common stock are urged to read the discussion in the section entitled "The Merger—Material U.S. Federal Income Tax Consequences" and to consult their tax advisors as to the U.S. federal income tax consequences of the merger, as well as the effects of other federal, state, local and non-U.S. tax laws.

Q:    What do I do now?

A:
Carefully read and consider the information contained in this proxy statement/prospectus, including its annexes. Then, please vote your shares of Series A common stock of Series B common stock, as applicable, which you may do by:

signing, dating, marking and returning the enclosed proxy card in the accompanying postage-paid return envelope;

submitting your proxy via the Internet, by telephone or by smartphone by following the instructions included on your proxy card;

attending the special meeting and voting by ballot in person;

If you hold shares in "street name" through a broker, bank, nominee or other holder of record, please instruct your broker, bank, nominee or other holder of record to vote your shares by following the instructions that the broker, bank, nominee or other holder of record provides to you with these materials.

See the section entitled "—How will my shares be represented at the special meeting, and what will happen if I return my proxy card without indicating how to vote?".

Q:    Should I send in my stock certificates now?

A:
No. Ascent Capital stockholders who own shares of Series A common stock or Series B common stock in certificated form should not send in their stock certificates at this time. After completion of the merger, the transfer agent will send you a letter of transmittal and instructions. The shares of Monitronics common stock you receive in the merger will be issued in book-entry form and physical certificates will not be issued.

Q:    What happens to my outstanding equity awards based on the Series A common stock as a result of the merger?

A:
At the effective time, each stock option to purchase shares of Series A common stock that is outstanding as of immediately prior to the merger effective time will cease to represent an option to purchase Ascent Capital common stock, and will be canceled for no consideration.

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    At the effective time, each Ascent Capital restricted stock unit (other than Monitronics phantom stock units that entitle the holder to a cash payment based on the market price of Ascent Capital common stock described below) that is outstanding as of immediately prior to the merger effective time, subject to time-based vesting (other than certain awards subject to performance objectives that the Ascent Capital board of directors has determined will not be achieved, which awards will be canceled for no consideration), will vest in full immediately prior to the merger effective time and will be settled in shares of Ascent Capital common stock which will be treated in the same manner as other issued and outstanding shares of Ascent Capital common stock as of the merger effective time. Each Ascent Capital restricted stock unit subject to performance-based vesting requirements that have not been satisfied as of the merger effective time will be canceled for no consideration.

    At the effective time, each Monitronics phantom stock unit that entitles the holder to a cash payment based on the market price of Ascent Capital common stock that is outstanding as of immediately prior to the merger effective time will be converted into the right to receive an award of phantom stock units with respect to a number of shares of Monitronics common stock equal to the number of shares of Ascent Capital common stock subject to the Monitronics phantom stock unit award multiplied by the exchange ratio, rounded to the nearest whole unit. Each such award will continue to have, and be subject to, the same terms and conditions that applied to the award immediately prior to the effective time.

    At the effective time, each Ascent Capital restricted share will vest in full immediately prior to the merger effective time and will be treated in the same manner as other issued and outstanding shares of Ascent Capital common stock as of the merger effective time.

    See "Interests of Certain Persons in the Merger—Treatment of Ascent Capital Equity-Based Awards in the Merger".

Q:    Who will solicit and pay the cost of soliciting proxies for the special meeting?

A:
Ascent Capital has engaged D.F. King & Co., Inc., to assist in the solicitation of proxies for the special meeting and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements. The cost of this solicitation will be split equally by Monitronics and Ascent Capital. Ascent Capital will pay a base fee to D.F. King & Co., Inc. of approximately $10,000, plus reimbursement for out-of-pocket expenses. Ascent Capital may also reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares of Series A common stock or Series B common stock for their expenses in forwarding soliciting materials to beneficial owners of shares of Series A common stock or Series B common stock and in obtaining voting instructions from those owners. They will not be paid any additional amounts for soliciting proxies. Ascent Capital's directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person.

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Q:    Who can help answer my questions?

A:
If you have questions about the merger, the special meeting or desire additional copies of this proxy statement/prospectus, you should contact:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (888) 605-1958
Or
Ascent Capital Group, Inc.
5251 DTC Parkway, Suite 1000
Greenwood Village, Colorado 80111
Telephone: (303) 628-5600

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SUMMARY

        This proxy statement/prospectus, along with a form of proxy, is first being mailed to Ascent Capital stockholders on or about                        , 2019. The following summary highlights selected information in this proxy statement/prospectus and may not contain all the information that may be important to you. Accordingly, Ascent Capital encourages you to read carefully this entire proxy statement/prospectus, its annexes and the documents referred to in this proxy statement/prospectus.

The Parties to the Merger (see page 15)

Ascent Capital Group, Inc. (Ascent Capital)

        Ascent Capital, formed in 2008, is a Delaware corporation and holding company whose principal assets consist of its wholly-owned operating subsidiary, Monitronics, doing business as Brinks Home Security, and cash and cash equivalents. Through Brinks Home Security, Ascent Capital provides residential customers and commercial client accounts with monitored home and business security systems, as well as interactive and home automation services, in the United States, Canada and Puerto Rico.

        The principal executive office of Ascent Capital is located at 5251 DTC Parkway, Suite 1000, Greenwood Village, Colorado 80111, and its telephone number at that address is (303) 628-5600.

Monitronics International, Inc. (Monitronics)

        Monitronics, formed in 1994, is a Texas corporation and wholly-owned subsidiary of Ascent Capital. Monitronics, along with its subsidiaries, provides residential customers and commercial client accounts with monitored home and business security systems, as well as interactive and home automation services, in the United States, Canada and Puerto Rico.

        The principal executive office of Monitronics is located at 1990 Wittington Place, Farmers Branch, Texas 75234, and its telephone number at that address is (972) 243-7443.

        For more information regarding the parties to the merger (as defined below), see "The Parties to the Merger."

The Merger and Redomiciliation (see page 15)

        The merger agreement provides for the merger of Ascent Capital with and into its direct, wholly owned subsidiary, Monitronics, with Monitronics surviving the merger (the merger). The parties will take the necessary steps to complete the merger once the conditions in the merger agreement are satisfied. Upon completion of the merger, we expect that Monitronics will be redomiciled as a Delaware corporation (the redomiciliation), and the separate corporate existence of Ascent Capital will cease. Monitronics will keep the name "Monitronics International, Inc." following consummation of the merger and redomicilation.

Treatment of Ascent Capital Common Stock in the Merger (see page 15)

        Each share of Series A common stock and Series B common stock of Ascent Capital that was issued and outstanding immediately prior to the effective time of the merger (the merger effective time) (other than (i) shares of Ascent Capital common stock held by stockholders who are entitled to demand and have properly made a demand for appraisal pursuant to Section 262 of the DGCL and do not thereafter fail to perfect, effectively withdraw, or otherwise lose their right to appraisal or (ii) shares of Ascent Capital common stock held by Monitronics or by Ascent Capital as treasury shares) will be converted into the right to receive a number of shares of Monitronics common stock (the merger consideration) equal to the exchange ratio.

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        The exchange ratio is equal to quotient of (a) (i) (A) all cash held by Ascent Capital at the merger effective time, net of all liabilities of Ascent Capital (including, but not limited to, funded indebtedness, professionals' fees, settlements, severance payments, unclaimed property liabilities, agreements or understandings with respect to the use of cash, contingent liabilities, and operating expenses expected to be paid in connection with the merger or that will be assumed by Monitronics or Restructured Monitronics, as applicable, in connection with the merger), which in no event will be greater than $23,000,000, divided by (B) $395,111,570.00 (pursuant to the terms of the RSA, representing the discounted equity value at which holders of Monitronics' Senior Notes exchange their notes and the Backstop Commitment Parties (as defined herein) invest in subscription rights, respectively), multiplied by (ii) 22,500,000 (pursuant to the terms of the RSA, representing the number of outstanding shares of Monitronics common stock as of the Plan effective date); divided by (b) the number of outstanding shares of Ascent Capital common stock immediately prior to the merger effective time. By way of illustration, as of May 24, 2019, the exchange ratio would be 0.1040865 based on the assumptions contained in the defined terms used in the calculation thereof, and (x) for each $100,000 increase or decrease in Net Cash Amount (as defined herein) at the merger effective time, the exchange ratio would increase or decrease, as applicable, by 0.00045, and (y) for each increase or decrease of 25,000 Outstanding Ascent Shares (as defined in the merger agreement) at the merger effective time, the exchange ratio would increase or decrease, as applicable, by 0.00020.

        See "The Merger Agreement—Treatment of Ascent Capital Common Stock."

Recommendation of Ascent Capital Board of Directors (see page 16)

        The Ascent Capital board of directors considered the benefits of the merger agreement, including the transactions it contemplates as well as the associated risks and has unanimously, (1) determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Ascent Capital and its stockholders and that it was in the best interests of Ascent Capital and its stockholders to enter into the merger agreement, (2) approved and declared advisable the merger agreement and Ascent Capital's execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, and (3) resolved to submit the merger agreement to Ascent Capital's stockholders and to recommend that Ascent Capital's stockholders approve the adoption of the merger agreement.

        See "The Merger—Ascent Capital's Reasons for the Merger; Recommendations of the Ascent Capital Board of Directors."

Opinion of Ascent Capital's Financial Advisor (see page 16)

        On May 15, 2019 B. Riley FBR, Inc. (B. Riley) rendered a written opinion to the Ascent board of directors to the effect that as of May, 15, 2019, based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, as set forth in the written opinion, and other matters considered by B. Riley in preparing its opinion, the exchange ratio was fair, from a financial point of view, to holders of Ascent's common stock.

        B. Riley's opinion was directed to the Ascent board of directors and only addressed the fairness from a financial point of view of the exchange ratio and does not address any other aspect or implication of the merger agreement or the transactions it contemplates. The summary of B. Riley's opinion in this document is qualified in its entirety by reference to the full text of its written opinion, which is included as Appendix B to this document and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by B. Riley in preparing its opinion. However, neither B. Riley's opinion nor the summary of its opinion set forth in this document are intended to be, and do not constitute, advice or a recommendation to

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the Ascent board of directors or any stockholder as to how to act or vote with respect to the merger or related matters. See "The Merger—Opinion of Ascent Capital's Financial Advisor."

        B. Riley's opinion did not address the Plan, or any other plan of reorganization under the Bankruptcy Code.

Interests of Certain Persons in the Merger (see page 17)

        The directors and executive officers of Ascent Capital have certain interests in the merger that may be different from or in addition to the interests of stockholders generally. These interests include the following:

    Ascent Capital directors and executive officers own Series A common stock and Series B common stock, representing approximately 5.9% and 30.2% of the outstanding shares of Series A common stock and Series B common stock, respectively.

    All Ascent Capital restricted shares then held by Ascent Capital's non-employee directors and executive officers will vest in full immediately prior to the merger effective time and will be treated in the same manner as other issued and outstanding shares of Ascent Capital common stock as of the merger effective time.

    (i) Each Ascent Capital RSU (other than Monitronics phantom stock units that entitle the holder to a cash payment based on the market price of Ascent Capital common stock described below) that is outstanding as of immediately prior to the merger effective time and that is subject to only time-based vesting, will vest in full immediately prior to the merger effective time and will be settled in shares of Ascent Capital common stock which will be treated in the same manner as other issued and outstanding shares of Ascent Capital common stock as of the merger effective time, (ii) at the merger effective time, each Ascent Capital RSU subject to performance-based vesting requirements that have not been satisfied as of the merger effective time will be canceled for no consideration, and (iii) at the merger effective time, each Ascent Capital stock option that is outstanding as of immediately prior to the merger effective time, whether vested or unvested, will cease to represent an option to purchase Ascent Capital common stock, and will be canceled for no consideration.

    At the merger effective time, Monitronics phantom stock units that entitle the holder to a cash payment based on the market price of Ascent Capital common stock will convert into phantom stock units based on Monitronics common stock.

    Cash awards held by certain Ascent Capital executive officers may vest upon such executive officer's termination of employment without cause or for good reason on or following the merger effective time.

    Each Ascent Capital executive officer who is party to an employment agreement is eligible for a lump sum severance payment upon such executive officer's termination of employment without cause concurrently with or following the merger effective time. The employment agreement for Mr. Niles further provides that his employment will be automatically terminated in connection with a change in control, which will include the merger, and the parties expect such termination to occur immediately prior to the merger effective time.

        These arrangements are more fully described under "Interests of Certain Persons in the Merger."

Conditions to the Merger (see page 17)

        The obligations of each of Ascent Capital and Monitronics to effect the merger and the other transactions contemplated by the merger agreement are subject to the fulfillment, or (to the extent

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permitted by applicable law) waiver of the following conditions, on or prior to the merger effective time:

    The adoption of the merger agreement by the affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of Ascent common stock entitled to vote, as a single class.

    Ascent Capital, as the sole stockholder of Monitronics, shall have approved the adoption of the merger agreement.

    The Plan shall become effective on terms materially consistent with the RSA, the Plan shall have been confirmed by the Bankruptcy Court pursuant to a confirmation order materially consistent with the RSA, such confirmation order shall be in full force and effect and shall not have been stayed, modified, or vacated, and the Plan effective date shall occur contemporaneously with the closing of the merger.

    The shares of Monitronics common stock to be issued to the holders of Ascent Capital common stock upon consummation of the merger and the redomiciliation shall be quoted on any tier of the OTC Markets Group or any other similar national or international quotation service, subject to official notice of issuance.

    The registration statement of which this proxy statement/prospectus forms a part shall have become effective under the Securities Act, and no stop order suspending the effectiveness of this registration statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Securities and Exchange Commission.

    No outstanding order, decision, judgment, writ, injunction, stipulation, award or decree (Order) prevents the consummation of the merger or any of the other transactions contemplated by the merger agreement, and no statute, rule, regulation or Order shall prohibit or make illegal the consummation of the merger.

    Ascent Capital shall have received an opinion of Baker Botts L.L.P., tax counsel to Ascent Capital, dated the closing date of the merger, to the effect that the merger should be treated as a "reorganization" within the meaning of Section 368(a) of the Code.

      For more information, see "The Merger Agreement—Conditions to the Merger."

Regulatory Approvals Required for the Merger (see page 18)

        In connection with the merger, Ascent Capital and Monitronics intend to make all required filings under the Securities Act and the Exchange Act, as well as any required filings or applications with the NASDAQ, the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas. Ascent Capital and Monitronics are unaware of any other requirement for the filing of information with, or the obtaining of the approval of, governmental authorities in any jurisdiction that is applicable to the merger. The merger is not reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), and therefore no filings with respect to the merger were required with the Federal Trade Commission (the FTC) or the Antitrust Division of the Department of Justice (the DOJ).

        See "The Merger—Regulatory Approvals Required for the Merger."

Termination of the Merger Agreement (see page 18)

        The merger agreement may be terminated at any time prior to the merger effective time, whether before or after Ascent Capital stockholder approval or Monitronics stockholder approval has been obtained, by mutual consent of each of Ascent Capital and Monitronics.

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        The merger agreement shall be terminated at any time prior to the merger effective time, whether before or after Ascent Capital stockholder approval or Monitronics stockholder approval has been obtained, without any further action by either of Ascent Capital or Monitronics upon the earlier to occur of (i) the non-Ascent restructuring toggle (as defined in "The Restructuring and the Restructuring Support Agreement" within this proxy statement/prospectus)) and (ii) eighty-two (82) days after the date that Monitronics commences Chapter 11 proceedings.

        For more information regarding the termination of the merger agreement, see "The Merger Agreement—Termination of the Merger Agreement."

Expenses (see page 19)

        All costs and expenses incurred in connection with the merger agreement shall be paid by the party incurring such expense; provided, however, that the costs and expenses of printing and mailing this proxy statement/prospectus and all filing and other fees paid to the Securities and Exchange Commission in connection with the merger shall be split equally by Monitronics and Ascent Capital. For more information regarding the termination of the merger agreement, see "The Merger Agreement—Expenses."

Accounting Treatment (see page 19)

        Upon emergence from the Chapter 11 Cases, Restructured Monitronics expects to apply fresh-start reporting in accordance with Accounting Standards Codification Topic 852, Reorganizations, in preparing its consolidated financial statements. Upon the application of fresh-start reporting and the effects of the implementation of the Plan, a new entity for financial reporting purposes will be created.

        See "The Merger—Accounting Treatment."

The Restructuring Support Agreement (see page 19)

        The Debtors have entered into the Restructuring Support Agreement (the RSA) with (i) in excess of 662/3% in dollar amount of holders of its Senior Notes, (ii) in excess of 662/3% in dollar amount of holders of term loans under the Credit Facility, and (iii) Ascent Capital, to support the restructuring of the capital structure of the Debtors. The RSA contemplates that the Debtors will file the Chapter 11 Cases to implement the restructuring pursuant to the Plan and the various related transactions set forth in the RSA and the term sheets and other documents annexed thereto.

        See "The Restructuring and the Restructuring Support Agreement."

The Plan (see page 19)

        Pursuant to the terms of the RSA (including the term sheets and other documents annexed thereto), as of the Plan effective date:

    claims of the revolving lenders under the Credit Facility will be paid in full on account of their revolving credit loans from the proceeds of a $245 million debtor-in-possession facility;

    with respect to the approximately $1.072 billion of term loans outstanding under the Credit Facility, each term lender (other than term lenders equitizing their term loans), will receive its pro rata share of (i) $150 million in cash from the proceeds of a rights offering (the Rights Offering), which, together with the equitization of $100 million of the term loans, will result in an aggregate reduction of term loans by $250 million in principal amount, and (ii) term loans under a new $822.5 million takeback exit facility;

    holders of the $585 million in outstanding Senior Notes (the Noteholders) will receive cash in an amount equal to 2.5% of the principal and accrued but unpaid interest due under the Senior

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      Notes held by such Noteholder or, to the extent that a Noteholder elects not to receive cash, its pro rata share of 18.0% of the Monitronics common stock to be issued and outstanding as of the Plan effective date, and rights to acquire additional shares of Monitronics common stock to be issued in the Rights Offering;

    Noteholders will receive cash, or, to the extent that a Noteholder elects not to receive cash, its pro rata shares of Monitronics common stock and rights to acquire additional shares of Monitronics common stock to be issued in the Rights Offering;

    solely in the event that a non-Ascent restructuring toggle event (as defined below) has not occurred and the merger is consummated, all assets of Ascent Capital at the time of the merger shall become assets of Restructured Monitronics, and shareholders of Ascent Capital will receive up to 5.82% of shares of Monitronics common stock (subject to certain conditions); and

    all trade claims (whether arising prior to or after the commencement of the Chapter 11 Cases) will be paid in full in the ordinary course of business, and Monitronics will continue operating its business without disruption to its customers, vendors, partners or employees.

        See "The Restructuring and the Restructuring Support Agreement."

Quoting of Monitronics Common Stock and Delisting and Deregistration of Series A Common Stock and Series B Common Stock (see page 20)

        Ascent Capital will not be the surviving entity in the merger and thus, upon completion of the merger, Ascent Capital's Series A common stock would be delisted from the NASDAQ Global Select Market (NASDAQ) and deregistered under the Exchange Act (via termination of registration pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act)). Whether or not the restructuring or the merger are completed, the Series A common stock may be delisted prior to the completion of the restructuring and the merger if Ascent Capital is unable to meet the requirements for continued listing of its Series A common stock on NASDAQ. If the merger is completed, the Series B common stock will be removed from quotation on the OTC Markets and deregistered under the Exchange Act (via termination of registration pursuant to Section 12(g) of the Exchange Act). After the merger effective time, Ascent Capital will also file a Form 15 to suspend its reporting obligations under Section 15(d) of the Exchange Act. As a result, Ascent Capital will no longer be obligated to file any periodic reports or other reports with the SEC on account of the Series A common stock or Series B common stock.

        On November 26, 2018 and December 27, 2018, Ascent Capital received letters from the NASDAQ regarding noncompliance with the continued listing requirements of NASDAQ. For more information regarding these notices, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Nasdaq Deficiency Notices" in Part II. Item 7. of Ascent Capital's Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated herein and attached as Annex E to this proxy statement/prospectus.

        It is currently expected that Monitronics common stock will be quoted on the OTC Markets following completion of the restructuring and the merger.

        See "The Merger—Delisting and Deregistration of Series A Common Stock and Series B Common Stock."

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SELECTED HISTORICAL FINANCIAL DATA OF ASCENT CAPITAL

        The following table presents selected historical consolidated financial data for Ascent Capital as of and for the years ended December 31, 2018, 2017, 2016, 2015 and 2014, from Ascent Capital's audited consolidated financial statements. The selected historical financial data as of and for the three months ended March 31, 2019 and 2018 were from Ascent Capital's unaudited condensed consolidated financial statements, which, in the opinion of Ascent Capital's management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results of the unaudited interim period.

        You should read this information in conjunction with Ascent Capital's consolidated financial statements and related notes contained in Ascent Capital's Annual Report on Form 10-K for the year ended December 31, 2018, Ascent Capital's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, attached as Annexes E and G, respectively, to this proxy statement/prospectus and incorporated herein, and Ascent Capital's Current Reports on Form 8-K.

 
  Three Months Ended March 31,   Year Ended December 31,  
 
  2019   2018   2018   2017   2016   2015   2014  
 
  (Unaudited)
  (in thousands, except per share data)
 

Operating Results:

                                           

Net revenue

  $ 129,606   $ 133,753   $ 540,358   $ 553,455   $ 570,372   $ 563,356   $ 539,449  

Operating income (loss)

    18,027     6,614     (505,863 )   41,510     55,634     49,367     78,198  

Net loss from continuing operations

    (27,839 )   (30,838 )   (698,044 )   (107,651 )   (91,244 )   (86,236 )   (37,448 )

Net loss from discontinued operations

            (698,044 )   (107,559 )   (91,244 )   (83,384 )   (37,752 )

Comprehensive loss

    (28,307 )   (19,509 )   (686,808 )   (102,367 )   (85,731 )   (91,514 )   (46,299 )

Basic and diluted earnings (loss) per share:

                                           

Continuing operations

  $ (2.24 ) $ (2.51 ) $ (56.54 ) $ (8.83 ) $ (7.44 )   (6.66 )   (2.75 )

Discontinued operations

  $   $   $   $ 0.01   $     (0.22 )   (0.02 )

Net loss

  $ (2.24 ) $ (2.51 ) $ (56.54 ) $ (8.82 ) $ (7.44 )   (6.44 )   (2.77 )

Balance Sheet Data:

   
 
   
 
   
 
   
 
   
 
   
 
   
 
 

Total assets

  $ 1,384,048   $ 2,027,558   $ 1,413,544   $ 2,054,985   $ 2,132,432   $ 2,173,305   $ 2,163,342  

Total liabilities

    1,977,329     1,926,946     1,978,973     1,912,313     1,893,787     1,848,536     1,723,654  

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SELECTED HISTORICAL AND UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL AND OPERATING DATA OF MONITRONICS

        The following tables present Monitronics' selected historical consolidated financial and operating data and unaudited pro forma consolidated financial data. The selected historical consolidated financial and operating data (other than subscriber information) as of and for the years ended December 31, 2018, 2017, 2016, 2015 and 2014 are derived from Monitronics' audited consolidated financial statements and related notes included in this registration statement. The selected historical consolidated financial and operating data (other than subscriber information) as of and for the three months ended March 31, 2019 and 2018, are derived from Monitronics' unaudited consolidated financial statements and related notes included in this registration statement.

        The selected unaudited pro forma consolidated financial data as of March 31, 2019 and for the three months ended March 31, 2019 and the year ended December 31, 2018 are derived from unaudited pro forma consolidated financial information contained in "Unaudited Pro Forma Condensed Combined Financial Statements" included elsewhere in this registration statement and are subject to assumptions and adjustments described in the accompanying notes thereto. Monitronics' prepared the selected unaudited pro forma consolidated financial data by applying adjustments to Monitronics' historical consolidated financial statements included in this registration statement to give effect to the transactions contemplated by the Plan and the emergence from Chapter 11, including the settlement of various liabilities, securities issuances, incurrence of new indebtedness and cash payments and asset and liability revaluations consistent with the reorganization value, in each case, as described under "The Restructuring and the Restructuring Support Agreement," "The Merger," and "Unaudited Pro Forma Condensed Combined Financial Statements." The unaudited pro forma consolidated statements of operations for the three months ended March 31, 2019 and for the year ended December 31, 2018 gives effect to such adjustments as if they had occurred on January 1, 2018 and the unaudited pro forma consolidated balance sheet give effect to such adjustments as if they had occurred on March 31, 2019. See "Unaudited Pro Forma Condensed Combined Financial Statements." Monitronics' management believes these assumptions and adjustments are reasonable under the circumstances and given the information available at this time. Monitronics' estimates of fair value are based on independent appraisals and valuations, as well as Monitronics' own estimates, neither of which are final. After the consummation of the Plan and the merger, actual adjustments to Monitronics' financial statements to take into account "fresh start reporting" may be materially different from those presented herein.

        The selected historical consolidated financial and operating data and unaudited pro forma consolidated financial data set forth in the following tables should be read in conjunction with "Unaudited Pro Forma Condensed Combined Financial Statements" herein and "Monitronics' Management's Discussion and Analysis of Financial Condition and Results of Operations" and

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Monitronics' historical consolidated financial statements and related notes included in this registration statement.

 
  Historical   Pro Forma  
 
  Year Ended December 31,   Three Months Ended
March 31
  Year Ended
December 31,
  Three
Months
Ended
March 31,
 
 
  2014   2015   2016   2017   2018   2018   2019   2018   2019  
 
   
   
   
   
   
  (unaudited)
  (unaudited)
 
 
  (Amounts in thousands, except for subscriber account data)
 

Results of Operations Data:

                                                       

Net Revenue

  $ 539,449   $ 563,356   $ 570,372   $ 553,455   $ 540,358   $ 133,753   $ 129,606   $ 530,648   $ 129,606  

Operating expenses:

                                                       

Cost of services

    93,600     110,246     115,236     119,193     128,939     32,701     26,764     128,067     26,547  

Selling, general, and administrative, including stock based and long-term incentive compensation

    87,943     106,287     114,152     155,902     118,940     32,014     31,222     130,637     32,512  

Radio Conversion Program costs

    1,113     14,369     18,422     450                      

Amortization of subscriber accounts, deferred contract acquisition costs, dealer network and other intangible assets

    253,403     258,668     246,753     236,788     211,639     54,411     49,145     262,488     58,890  

Restructuring charges

    952                                  

Depreciation

    9,019     10,066     8,160     8,818     11,434     2,615     3,154     13,705     3,954  

Loss on goodwill impairment

                    563,549                  

Gain on disposal of operating assets, net

    (71 )   (5 )                            

Total operating expenses

    445,959     499,631     502,723     521,151     1,034,501     121,741     110,285     534,897     121,903  

Operating income (loss)

    93,490     63,725   $ 67,649   $ 32,304   $ (494,143 ) $ 12,012   $ 19,321   $ (4,249 ) $ 7,703  

Other expense, net:

                                                       

Interest expense

    119,607     125,415     127,308     145,492     180,770     36,873     37,433     87,124     21,781  

Unrealized loss on derivative financial instruments

                    3,151         7,773          

Refinancing expense

        4,468     9,500         12,238         5,214          

Total other expense, net

    119,607     129,883     136,808     145,492     196,159     36,873     50,420     87,124     21,781  

Loss before income taxes

    (26,117 )   (66,158 )   (69,159 )   (113,188 )   (690,302 )   (24,861 )   (31,099 )   (91,373 )   (14,078 )

Income tax expense (benefit)

    3,600     6,290     7,148     (1,893 )   (11,552 )   1,346     671     (11,611 )   671  

Net loss

  $ (29,717 ) $ (72,448 ) $ (76,307 ) $ (111,295 ) $ (678,750 ) $ (26,207 ) $ (31,770 ) $ (79,762 ) $ (14,749 )

Other comprehensive income (loss):

                                                       

Unrealized gain (loss) on derivative contracts, net

    (4,879 )   (8,741 ) $ 4,589   $ 1,582   $ 14,378   $ 14,406   $ (468 )        

Total other comprehensive income (loss), net of tax

    (4,879 )   (8,741 )   4,589     1,582     14,378     14,406     (468 )        

Comprehensive loss

  $ (34,596 ) $ (81,189 ) $ (71,718 ) $ (109,713 ) $ (664,372 ) $ (11,801 ) $ (32,238 ) $ (79,762 ) $ (14,749 )

Other Operating and Financial Data:

                                                       

Subscriber Accounts owned at period end

    1,058,962     1,089,535     1,046,791     975,996     921,750     958,719     901,193              

Subscriber Accounts acquired

    156,225     188,941     125,292     95,786     112,920     21,547     20,003              

Cost of subscriber accounts acquired

    (268,160 )   (266,558 ) $ (201,381 ) $ (142,909 ) $ (140,450 ) $ (24,560 ) $ (28,850 )            

Net cash provided by operating activities

    234,282     209,162     190,527     150,204     104,503     50,354     48,542              

Net cash provided by financing activities

    39,418     127,255     20,574     7,223     49,925     2,208     4,979              

Net cash used in investing activities

    (276,102 )   (335,790 )   (210,559 )   (157,302 )   (155,353 )   (27,870 )   (31,849 )            

Capital expenditures

    (7,769 )   (12,424 )   (9,178 )   (14,393 )   (14,903 )   (3,310 )   (2,999 )            

Adjusted EBITDA(1)

    362,227     354,807     344,848     313,553     289,448     70,039     73,739              

Gross expensed subscriber acquisition costs

        18,298     29,367     40,312     47,874     11,690     7,315              

Revenue associated with expensed subscriber acquisition costs

        4,022     5,310     4,852     4,678     1,512     1,703              

Net expensed subscriber acquisition costs

        14,276   $ 24,057   $ 35,460   $ 43,196   $ 10,178   $ 5,612              

Balance Sheet Data:

                                                       

Cash and cash equivalents

    1,953     2,580   $ 3,177   $ 3,302   $ 2,188   $ 27,901   $ 23,931         $ 5,000  

Total assets

    1,997,162     2,070,267     2,033,717     1,941,315     1,305,768     1,917,584     1,330,914           1,530,593  

Total liabilities(2)

    1,739,596     1,869,202     1,818,772     1,838,579     1,894,743     1,849,364     1,954,689           1,064,753  

Total stockholder's (deficit) equity

  $ 257,566   $ 201,065   $ 214,945   $ 102,736   $ (588,975 ) $ 68,220   $ (623,775 )       $ 465,840  

(1)
For purposes of this registration statement, Monitronics' defines Adjusted EBITDA as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization (including the amortization of subscriber accounts, dealer network and other intangible assets), restructuring charges, stock-based compensation, Radio Conversion Program costs and other non-cash or non-recurring charges. The following table provides a reconciliation of net loss to Adjusted EBITDA for the periods indicated (amounts in thousands). Adjusted EBITDA is not a financial measure presented in accordance with GAAP. Monitronics' believes that the presentation of Adjusted EBITDA provides information useful to investors in assessing Monitronics' financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA is net income (loss). Adjusted EBITDA should not be considered as an alternative to net income (loss) or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income (loss) and may vary among other companies. As a result, Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.

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(2)
Upon filing Chapter 11, Monitronics' expects its long-term debt will be reclassified to liabilities subject to compromise. The total amount of Monitronics' long-term debt included in liabilities subject to compromise at March 31, 2019 was $1,839 million.

        The following table provides a reconciliation of Adjusted EBITDA to income (loss) from continuing operations:

 
  Historical   Pro Forma  
 
  Year Ended December 31,   Three Months
Ended March 31
  Year Ended
December 31,
  Three
Months
ended
March 31,
 
 
  2014   2015   2016   2017   2018   2018   2019   2018   2019  
 
   
   
   
   
   
  (unaudited)
  (unaudited)
 
 
  (Amounts in thousands)
 

Adjusted EBITDA(1)

  $ 362,227   $ 354,807   $ 344,848   $ 313,553   $ 289,448   $ 70,039   $ 73,739   $ 273,009   $ 72,936  

Amortization of subscriber accounts, deferred contract acquisition costs, dealer network and other intangible assets

    (253,403 )   (258,668 )   (246,753 )   (236,788 )   (211,639 )   (54,411 )   (49,145 )   (262,488 )   (58,890 )

Depreciation

    (9,019 )   (10,066 )   (8,160 )   (8,818 )   (11,434 )   (2,615 )   (3,154 )   (13,705 )   (3,954 )

Stock-based compensation

    (2,068 )   (2,271 )   (2,598 )   (2,981 )   (474 )   (47 )   (189 )   (1,615 )   (459 )

Long-term incentive compensation

                            (286 )       (286 )

Severance expense

        (112 )   (730 )   (1,363 )   (1,059 )           (4,014 )    

Restructuring Charges

    (952 )                                

Radio Conversion Program costs

    (1,113 )   (14,369 )   (18,422 )   (450 )                    

Legal settlement (reserve) related insurance recovery

                (28,000 )   12,500             12,500      

Security Networks Integration costs

    (2,182 )                                

LiveWatch acquisition related costs

        (946 )                            

LiveWatch acquisition contingent bonus charges

        (3,930 )   (3,944 )   (189 )   (250 )   (62 )   (63 )   (250 )   (63 )

Rebranding marketing program

            (2,991 )   (880 )   (7,410 )   (892 )       (7,410 )    

Headquarters relocation costs

        (720 )                            

Software implementation/ integration

            (511 )                        

Integration/implementation of company initiatives

            (250 )   (2,425 )   (516 )       (1,581 )   (516 )   (1,581 )

Gain on revaluation of acquisition dealer liabilities

            7,160     1,358     240             240      

Impairment of capitalized software

                (713 )                    

Loss on goodwill impairment

                    (563,549 )                

Refinancing expense

        (4,468 )   (9,500 )       (12,238 )       (5,214 )        

Interest expense

    (119,607 )   (125,415 )   (127,308 )   (145,492 )   (180,770 )   (36,873 )   (37,433 )   (87,124 )   (21,781 )

Unrealized loss on derivative financial instruments

                    (3,151 )       (7,773 )        

Income tax (expense) benefit

    (3,600 )   (6,290 )   (7,148 )   1,893     11,552     (1,346 )   (671 )   11,611     (671 )

Net loss

  $ (29,717 ) $ (72,448 ) $ (76,307 ) $ (111,295 ) $ (678,750 ) $ (26,207 ) $ (31,770 ) $ (79,762 ) $ (14,749 )

(1)
Adjusted EBITDA is a non-GAAP financial measure and is defined in this registration statement as net income (loss) before interest expense, interest income, income taxes, depreciation, amortization (including the amortization of subscriber accounts and dealer network), realized and unrealized gain/(loss) on derivative instruments, restructuring charges, stock-based and other non-cash long-term incentive compensation, and other non-cash or nonrecurring charges. Adjusted EBITDA is not a financial measure presented in accordance with GAAP. We believe that the presentation of Adjusted EBITDA provides information useful to investors in assessing Monitronics' financial condition and results of operations. The GAAP measures most directly comparable to Adjusted EBITDA is net income (loss). Adjusted EBITDA should not be considered as an alternative to net income (loss) or any other measure of financial performance or liquidity presented in accordance with GAAP. Adjusted EBITDA excludes some, but not all, items that affect net income (loss) and may vary among other companies. As a result, Adjusted EBITDA may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

        The following table sets forth selected historical and unaudited pro forma per share information for Ascent Capital and Monitronics.

Historical Per Share Information of Ascent Capital and Monitronics

        The historical per share information of each of Ascent Capital and Monitronics below is derived from the audited financial statements of each of Ascent Capital and Monitronics as of and for the year ended December 31, 2018 and unaudited financial statements of each of Ascent Capital and Monitronics as of and for the three months ended March 31, 2019.

Unaudited Pro Forma Per Monitronics Common Share Data

        The unaudited pro forma per Monitronics common share data set forth below gives effect to (1) the merger for all periods presented and (2) the restructuring as if it had occurred on January 1, 2018, except as it relates to the book value per share data. As it relates to the book value per share data, the per Monitronics common share data set forth below gives effect to the above transactions as if they had occurred as of December 31, 2018. In accordance with the terms of the merger, the unaudited pro forma per Monitronics common share data assumes that each outstanding share of Ascent Capital common stock as of the end of each period had been converted into the right to receive shares of Monitronics common stock equal to the exchange ratio of 0.1040865, assuming net cash of Ascent Capital at the merger effective time is $23 million and outstanding shares of Ascent Capital immediately prior to the merger effective time of 12,583,352.

        The unaudited pro forma per Monitronics common share data is derived from the historical audited consolidated financial statements of Monitronics contained in Monitronics' Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated herein and attached as Annex H to this proxy statement/prospectus, and the historical audited consolidated financial statements of Ascent Capital contained in Ascent Capital's Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated herein and attached as Annex E to this proxy statement/prospectus.

        The unaudited pro forma per Monitronics common share data does not purport to represent the actual results of operations that Monitronics would have achieved had the companies been merged during these periods or to project the future results of operations that Monitronics may achieve after completion of the transactions described above.

Unaudited Pro Forma Per Ascent Capital Common Share Data

        The unaudited pro forma per Ascent Capital equivalent share data and book value per share set forth below shows the effect of the restructuring and the merger from the perspective of an owner of Ascent Capital common stock. The information was calculated by multiplying the unaudited pro forma per Monitronics common share amounts and the Monitronics equivalent pro forma book value per share amounts by the exchange ratio of 0.1040865.

Generally

        You should read the below information in conjunction with the selected historical consolidated financial information included elsewhere in this proxy statement/prospectus and the historical financial statements of Ascent Capital and related notes that have been filed with the SEC. See "Selected Historical Financial Data of Ascent Capital," "Selected Historical Financial Data of Monitronics" and "Where You Can Find More Information" elsewhere in this proxy statement/prospectus. The unaudited pro forma per Monitronics common share data and the unaudited pro forma per Ascent Capital

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equivalent share data is derived from, and should be read in conjunction with, the unaudited consolidated condensed pro forma financial statements and related notes included in this proxy statement/prospectus. See "Unaudited Pro Forma Consolidated Financial Data" elsewhere in this proxy statement/prospectus.

 
  Three Months
Ended
March 31, 2019
  Year Ended
December 31, 2018
 

Historical Ascent Capital

             

Loss from continuing operations per share—basic

  $ (2.24 ) $ 56.54  

Loss from continuing operations per share—diluted

  $ (2.24 ) $ 56.54  

Dividends per share declared in the period

  $   $  

Book value per share

  $ (47.56 ) $ (45.37 )

Historical Monitronics

   
 
   
 
 

Loss from continuing operations per share—basic

  $ (31,770.00 ) $ (678,750.00 )

Loss from continuing operations per share—diluted

  $ (31,770.00 ) $ (678,750.00 )

Dividends per share declared in the period

  $   $  

Book value per share

  $ (623,775.00 ) $ (588,975.00 )

Ascent Capital pro forma

   
 
   
 
 

Loss from continuing operations per share—basic

  $ (0.07 ) $ (0.36 )

Loss from continuing operations per share—diluted

  $ (0.07 ) $ (0.36 )

Dividends per share declared in the period

  $   $  

Book value per share

  $ 2.08   $ 2.08  

Monitronics equivalent pro forma

   
 
   
 
 

Loss from continuing operations per share—basic

  $ (0.66 ) $ (3.54 )

Loss from continuing operations per share—diluted

  $ (0.66 ) $ (3.54 )

Dividends per share declared in the period

  $   $  

Book value per share

  $ 20.70   $ 20.70  

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RISK FACTORS

        In addition to the other information contained in this proxy statement/prospectus, including the matters addressed in the section entitled "Cautionary Statement Regarding Forward-Looking Statements" and the risk factors and other information set forth in Ascent Capital's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, Ascent Capital's Annual Report on Form 10-K for the year ended December 31, 2018, Monitronics' Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, and Monitronics' Annual Report on Form 10-K for the year ended December 31, 2018, attached as Annexes G, E, I and H, respectively, to this proxy statement/prospectus and incorporated herein, you should carefully consider the following risk factors in determining whether to vote for the merger proposal.

Risks Related to the Merger

The Monitronics common stock to be received by Ascent Capital stockholders upon completion of the merger will have different rights from shares of Ascent Capital common stock.

        Upon completion of the merger and the restructuring, Ascent Capital stockholders will no longer be stockholders of Ascent Capital and will relinquish all rights, preferences and privileges, including any liquidation preferences, in Ascent Capital. Instead, Ascent Capital stockholders will become stockholders of Restructured Monitronics and their rights as stockholders will be governed by the terms of Restructured Monitronics' Amended and Restated Certificate of Incorporation and Bylaws. The terms of Restructured Monitronics' Amended and Restated Certificate of Incorporation and Bylaws are in some respects materially different than the terms of Ascent Capital's Amended and Restated Certificate of Incorporation and Bylaws, which currently govern the rights of Ascent Capital stockholders. See the section entitled "Comparative Rights of Ascent Capital and Monitronics Stockholders", for a discussion of the different rights we expect to be associated with Monitronics common stock.

After completion of the merger, redomiciliation and restructuring, Ascent Capital stockholders will have a significantly lower ownership and voting interest in Restructured Monitronics than they currently have in Ascent Capital, and will exercise less influence over management.

        Based on the number of shares of Series A common stock and Series B common stock issued and outstanding as of May 23, 2019, after giving effect to the merger and the redomiciliation and assuming completion of the restructuring as described in the RSA, and assuming that no eligible creditors elect the cash-out election (as defined below), holders of Ascent common stock are expected to receive approximately 5.82% of the outstanding shares of Restructured Monitronics common stock. Consequently, former Ascent Capital stockholders will have less influence over the management and policies of Restructured Monitronics than they currently have over the management and policies of Ascent Capital.

The market price of Restructured Monitronics common stock after the merger may be affected by factors different from those affecting the market price of Ascent Capital common stock currently.

        Upon completion of the merger redomiciliation and restructuring, holders of Ascent Capital common stock will become holders of Monitronics common stock. While Ascent Capital and Monitronics currently share certain corporate services and business platforms, the overall business composition and asset mix of Ascent Capital, along with its liabilities and potential exposures, differs from that of Monitronics in certain important respects, and accordingly, the results of operations of Restructured Monitronics after the merger, as well as the market price of Monitronics common stock, may be affected by factors different from those currently affecting the results of operations of Ascent Capital, including:

    actual or anticipated fluctuations in Restructured Monitronics' operating results;

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    changes in earnings estimated by securities analysts or Restructured Monitronics' ability to meet those estimates;

    the operating and stock price performance of comparable companies; and

    domestic economic conditions.

        There can be no assurance that an active trading market will develop or be sustained for Monitronics common stock. Neither Ascent Capital nor Monitronics can predict the prices at which the Monitronics common stock may trade after the restructuring and the merger or whether the market price of shares of Monitronics common stock will be less than, equal to or greater than the market price of a share of Ascent Capital common stock held by such stockholder prior to the restructuring and the merger. There is no current trading market and thus no trading history for Monitronics common stock. For further information on the businesses of Ascent Capital and Monitronics and certain factors to consider in connection with those businesses, see the section entitled "The Parties to the Merger."

While the merger is pending, Ascent Capital and Monitronics are subject to business uncertainties and contractual restrictions that could disrupt Ascent Capital's and Monitronics' business.

        Ascent Capital and Monitronics have experienced and, whether or not the pending merger is completed, Ascent Capital and Monitronics may continue to experience disruption of their current plans and operations due to the pending restructuring and the pending merger, which could have an adverse effect on Ascent Capital's and Monitronics' business and financial results. Employees and other key personnel may have uncertainties about the effect of the restructuring and the pending merger, and those uncertainties may impact the ability to retain, recruit and hire key personnel to manage and run the Ascent Capital and Monitronics businesses while the restructuring is pending and while the merger is pending or if it is not completed. To date, Ascent Capital and Monitronics have incurred, and will continue to incur, significant costs, expenses and fees for professional services and other transaction costs in connection with the restructuring and the proposed merger, and certain of these fees and costs are payable by Ascent Capital and Monitronics whether or not the proposed merger is completed or the restructuring is completed. Furthermore, Ascent Capital and Monitronics cannot predict how suppliers and customers will view or react to the restructuring or the proposed merger, and some may be hesitant to transact with the businesses of Ascent Capital and Monitronics. If Ascent Capital and Monitronics are unable to reassure customers and suppliers to continue transacting with the businesses of Ascent Capital and Monitronics, respectively, whether or not the proposed merger is completed, Ascent Capital's and Monitronics' financial results may be adversely affected.

In the event the merger is not completed, the trading price of Ascent Capital common stock and Ascent Capital's and Monitronics' future businesses and financial results may be negatively impacted.

        As noted below, the conditions to the completion of the merger may not be satisfied, and under certain circumstances the merger agreement may be terminated. If the merger is not completed for any reason, Monitronics and Ascent Capital may be subject to a number of risks, including:

    the RSA parties other than Ascent Capital may pursue a restructuring of the Debtors without the merger and without the participation of Ascent Capital, Ascent will be obligated to make the toggle contribution, Monitronics common stock will be issued to certain creditors of Monitronics (and to its management pursuant to an incentive compensation plan) and not to Ascent Capital or stockholders of Ascent Capital, Ascent Capital's equity interests in Monitronics will be cancelled without consideration as a result of the non-Ascent restructuring in accordance with the Plan and the holders of Ascent Capital common stock would own stock in a company whose only asset is a minimal amount of cash;

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    Ascent Capital remaining liable for significant transaction costs;

    the focus of management of Monitronics and Ascent Capital having been diverted from seeking other potential opportunities without realizing any benefits of the completed merger;

    Monitronics and Ascent Capital experiencing negative reactions from their respective customers, suppliers, regulators and employees; and

    the price of Ascent Capital common stock declining significantly from current market prices, given that current market prices may reflect a market assumption that the merger will be completed.

        If the merger is not completed, the risks described above may materialize and adversely affect Monitronics' and Ascent Capital's businesses, financial condition and financial results and Ascent Capital's stock price.

Monitronics and Ascent Capital may be in the future subject to litigation with respect to the merger, which could prohibit the merger or be time consuming and divert the resources and attention of Monitronics' and Ascent Capital's management.

        Monitronics and the individual members of its board of directors or Ascent Capital and the individual members of its board of directors may be named in lawsuits relating to the merger agreement and the proposed merger, which could, among other things, seek to challenge or enjoin the merger or seek monetary damages. The defense of any such lawsuits may be expensive and may divert management's attention and resources, which could adversely affect Monitronics' and Ascent Capital's business results of operations and financial condition. Additionally, if such lawsuits delay or prevent the approval of the merger proposal or the merger is otherwise not consummated on the Plan effective date for any reason, then the non-Ascent restructuring may occur without the merger, the merger will not be consummated, and Ascent Capital's equity interests in Monitronics would be cancelled without Ascent Capital recovering any property or value on account of such equity interests, all of which could have a material adverse effect on Ascent Capital's business results of operations and financial condition.

        Additionally, even if the merger is approved, the conditions precedent to the consummation of the Plan may not occur, Monitronics may abandon the Plan or otherwise pursue an alternative transaction under chapter 11. In such case, Monitronics may pursue a plan that does not provide for any recovery to Ascent Capital on account of its equity interest. Under U.S. bankruptcy law, unless Monitronics pays its pre-bankruptcy creditors in full on account of their claims, Ascent Capital would not have the right to receive or retain any property on account of its equity interests in Ascent Capital.

        See "The Restructuring and the Restructuring Support Agreement—Non-Ascent Restructuring."

The merger is subject to various closing conditions, including receipt of stockholder approvals and other uncertainties and there can be no assurances as to whether and when it may be completed.

        The completion of the merger is subject to a number of closing conditions, many of which are not within Monitronics' or Ascent Capital's control, and failure to satisfy such conditions may prevent, delay or otherwise materially adversely affect the completion of the merger. These conditions include (1) the adoption of the merger agreement by the affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of Ascent common stock entitled to vote, voting as a single class, (2) Ascent Capital, as the sole stockholder of Monitronics, shall have approved the adoption of the merger agreement, (3) the Plan shall become effective on terms materially consistent with the RSA, the Plan shall have been confirmed by the Bankruptcy Court pursuant to a confirmation order materially consistent with the RSA, such confirmation order shall be in full force and effect and shall not have been stayed, modified, or vacated, and the Plan effective date shall occur

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contemporaneously with the closing of the merger, (4) the shares of Monitronics common stock to be issued to the holders of Ascent Capital common stock upon consummation of the merger and the redomiciliation shall be quoted on any tier of the OTC Markets Group or any other similar national or international quotation service, subject to official notice of issuance, (5) the registration statement of which this proxy statement/prospectus forms a part shall have become effective under the Securities Act, and no stop order suspending the effectiveness of this registration statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Securities and Exchange Commission, (6) no outstanding order, decision, judgment, writ, injunction, stipulation, award or decree (Order) prevents the consummation of the merger or any of the other transactions contemplated by the merger agreement, and no statute, rule, regulation or Order shall prohibit or make illegal the consummation of the merger and (7) Ascent Capital shall have received an opinion of Baker Botts L.L.P., tax counsel to Ascent Capital, dated the closing date of the merger to the effect that the merger should be treated as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code). The merger agreement shall be terminated at any time prior to the merger effective time, whether before or after Ascent Capital stockholder approval or Monitronics stockholder approval has been obtained, without any further action by either of Ascent Capital or Monitronics upon the earlier to occur of (i) the non-Ascent restructuring toggle and (ii) eighty-two (82) days after the date that Monitronics commences Chapter 11 proceedings. If the merger does not receive, or timely receive, the required stockholder approvals, or if another event occurs delaying or preventing the merger, such delay or failure to complete the merger may cause uncertainty or other negative consequences that may materially and adversely affect Monitronics' and Ascent Capital's business, financial performance and operating results and the price per share for Monitronics common stock and Ascent Capital common stock. There can be no assurance that the conditions to the merger will be satisfied in a timely manner or at all. If the merger is not completed, the restructuring contemplated by the RSA may occur without the merger and Ascent Capital's equity interests in Monitronics would be cancelled as a result of the restructuring in accordance with the Plan without Ascent Capital recovering any property or value on account of such equity interests. In such an event, the holders of Ascent common stock would own stock in a company whose only significant assets are a minimal amount of cash and certain net operating losses. In such case, if Ascent makes the toggle contribution before the Plan effective date, it would receive certain releases in exchange as provided in the Plan.

Following the merger, redomiciliation and restructuring, the composition of directors and officers of Restructured Monitronics will be different than the composition of the current Monitronics directors and officers and the current Ascent Capital directors and officers.

        Upon completion of the merger, redomiciliation and restructuring, the composition of directors and officers of Restructured Monitronics will be different than the current composition of Monitronics directors and officers and Ascent Capital directors and officers. The Monitronics board of directors currently consists of four directors and the Ascent Capital board of directors currently consists of five directors. Pursuant to the Plan, the number of directors on the board of directors of Restructured Monitronics will be seven, and the directors will be appointed in accordance with the Plan. See the section entitled "Certain Post-Merger Governance and Management" for additional details.

        With a different composition of directors and officers for Restructured Monitronics, the management and direction of Restructured Monitronics may be different than the current management and directors of each of Monitronics and Ascent Capital, and accordingly, may also result in new business plans and growth strategies as well as divergences from or alterations to existing ones at Monitronics and Ascent Capital. Any new business plans or growth strategies implemented by the new composition of directors and officers or any divergences from or alternations to existing business plans and strategies, if unsuccessful, may lead to material unanticipated problems, expenses, liabilities,

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competitive responses, loss of customer and other business relationships, and an adverse impact on operations and financial results.

Monitronics and Ascent Capital directors and officers may have interests in the merger different from the interests of Ascent Capital stockholders.

        Monitronics and Ascent Capital directors and executive officers may have interests in the merger that are different from, or are in addition to, those of Ascent Capital stockholders, respectively. These interests include, but are not limited to, the continued employment of certain executive officers of Monitronics and Ascent Capital by Restructured Monitronics and the treatment in the merger of stock options, equity awards and other rights held by Monitronics and Ascent Capital directors and executive officers.

        The Monitronics board of directors was aware of these interests and considered them, among other things, in evaluating the merger and negotiating the merger agreement. The interests of Monitronics directors and executive officers are described in more detail in the section of this proxy statement/prospectus entitled "Interests of Certain Persons in the Merger—Interests of Monitronics Directors and Executive Officers in the Merger."

        The Ascent Capital board of directors was aware of these interests and considered them, among other things, in evaluating and negotiating the merger agreement and the merger. The interests of Ascent Capital directors and executive officers are described in more detail in the section of this proxy statement/prospectus entitled "Interests of Certain Persons in the Merger—Interests of Ascent Capital Directors and Executive Officers in the Merger."

The unaudited prospective financial information for Monitronics included in this proxy statement/prospectus reflects management's estimates and Monitronics' actual performance may differ materially from the unaudited prospective financial information included in this proxy statement/prospectus.

        The internal financial forecast for Monitronics included in this proxy statement/prospectus are based on assumptions of, and information available to, Monitronics at the time such internal financial forecast was prepared. Monitronics does not know whether, and to what extent, the assumptions made will prove to be correct. Any or all of such information may turn out to be inaccurate. Such information can be adversely affected by inaccurate assumptions or by known or unknown risks and uncertainties, many of which are beyond Monitronics' control. Further, an internal financial forecast of this type is based on estimates and assumptions that are inherently subject to factors such as company performance, industry performance, general business, economic, regulatory, market and financial conditions, as well as changes to the business, financial condition or results of operations of Monitronics, including the factors described under "Risk Factors" and "Cautionary Statement Regarding Forward-Looking Statements", which factors and changes may cause the internal financial forecast or the underlying assumptions to be inaccurate. As a result of these contingencies, there can be no assurance that the internal financial forecast of Monitronics will be realized or that actual results will not be significantly higher or lower than projected. In view of these uncertainties, the inclusion of the internal financial forecast of Monitronics in this proxy statement/prospectus should not be regarded as an indication that the board of directors of Monitronics, or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results.

        The internal financial forecast was prepared for internal use and to assist Monitronics with its due diligence investigations and its financial advisor with its financial analyses. The internal financial forecast was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Monitronics' independent registered public

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accounting firm has neither examined, compiled nor performed any procedures with respect to the internal financial forecast.

        In addition, the internal financial forecast has not been updated or revised to reflect information or results after the date the internal financial forecast was prepared or as of the date of this proxy statement/prospectus. Except as required by applicable securities laws, Monitronics does not intend to update or otherwise revise its internal financial forecast or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events.

Risks Related to the Restructuring and Other Bankruptcy Law Considerations

The completion of the Plan will be subject to a number of significant conditions.

        Although Monitronics and its domestic subsidiaries party to the RSA (the Debtors) believe that the Plan effective date will occur in the second half of 2019, there can be no assurance as to such timing or that all conditions precedent will be satisfied. The occurrence of the Plan effective date is subject to certain conditions precedent as described in the Plan, including, among others, those relating to the exit financing facilities and the receipt or filing of all applicable approvals or applications with applicable government entities. The receipt of an order issued by the Bankruptcy Court under section 1129 of the Bankruptcy Code confirming the terms of the Plan (the Confirmation Order) and its unconditional effectiveness are conditions precedent to completing the merger. A stay, modification, or vacation of the Confirmation Order will delay the completion of the merger.

Monitronics intends to file voluntary petitions for relief under Chapter 11 of the Bankruptcy Code, and it is subject to the risks and uncertainties associated with bankruptcy proceedings.

        In order to implement the restructuring contemplated by the RSA, the Debtors intend to voluntarily file petitions for relief under Chapter 11 of the Bankruptcy Code. Upon the commencement of the Chapter 11 Cases, the operations and affairs of the Debtors would be subject to the supervision and jurisdiction of the Bankruptcy Court, as provided under the Bankruptcy Code. Solely to the extent that the merger does not occur, Ascent Capital expects that it will deconsolidate Monitronics and its subsidiaries from Ascent Capital's financial results upon the effectiveness of the Plan.

        Monitronics and Ascent Capital are subject to a number of risks and uncertainties associated with the Chapter 11 Cases, which may lead to potential adverse effects on Monitronics' and Ascent Capital's liquidity, results of operations, or business prospects. Monitronics and Ascent Capital cannot assure you of the outcome of the Chapter 11 Cases. Risks associated with the Chapter 11 Cases include the following:

    the ability of the Debtors to continue as a going concern;

    the ability of the Debtors to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases and the outcomes of Bankruptcy Court rulings and any appeals of any such rulings in general;

    the ability of the Debtors to comply with and to operate under the cash collateral order and any cash management orders entered by the Bankruptcy Court from time to time;

    the length of time the Debtors will operate under the Chapter 11 Cases and their ability to successfully emerge, including with respect to obtaining any necessary regulatory approvals;

    the ability of the Debtors to complete the Plan and Ascent Capital's limited role in the Plan;

    Ascent Capital losing control over the operation of the Debtors as a result of the restructuring process;

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    risks associated with third-party motions, proceedings and litigation in the Chapter 11 Cases and any appeals of any rulings in such motions, proceedings and litigation, which may interfere with the Plan;

    Ascent Capital's and the Debtors' ability to maintain sufficient liquidity throughout the Chapter 11 Cases;

    increased costs being incurred by Ascent Capital and the Debtors related to the bankruptcy proceeding, other litigation and any appeals of any rulings in such proceeding or other litigation;

    Ascent Capital's and the Debtors' ability to manage contracts that are critical to Ascent Capital's operation, and to obtain and maintain appropriate credit and other terms with customers, suppliers and service providers;

    Ascent Capital's and the Debtors' ability to attract, retain, motivate or replace key employees;

    Ascent Capital's and the Debtor's ability to fund and execute its business plan;

    the disposition or resolution of all pre-petition claims against Ascent Capital and the Debtors; and

    Ascent Capital's ability to maintain existing customers and vendor relationships and expand sales to new customers.

The Chapter 11 Cases may disrupt Ascent Capital's and Monitronics' business and may materially and adversely affect its operations.

        Ascent Capital and Monitronics have attempted to minimize the adverse effect of the Debtors' Chapter 11 Cases on its relationships with its employees and other parties. Nonetheless, its relationships with employees may be adversely impacted by negative publicity or otherwise and its operations could be materially and adversely affected by the bankruptcy of its sole, direct operating subsidiary. In addition, the Chapter 11 Cases could negatively affect its ability to attract new employees and retain existing high performing employees or executives, which could materially and adversely affect Ascent Capital's and Monitronics' business.

The Chapter 11 Cases limit the flexibility of management in running the Debtors' business.

        While the Debtors operate their businesses as debtors-in-possession under supervision by the Bankruptcy Court, Bankruptcy Court approval is required with respect to certain aspects of the Debtors' business, and in some cases certain holders of claims against Monitronics who have entered into the RSA, prior to engaging in activities or transactions outside the ordinary course of business. Bankruptcy Court approval of non-ordinary course activities entails preparation and filing of appropriate motions with the Bankruptcy Court, negotiation with various parties-in-interest, including the statutory committees appointed in the Chapter 11 Cases, and one or more hearings. Such committees and parties-in-interest may be heard at any Bankruptcy Court hearing and may raise objections with respect to these motions. This process could delay major transactions and limit the Debtors ability to respond quickly to opportunities and events in the marketplace. Furthermore, in the event the Bankruptcy Court does not approve a proposed activity or transaction, the Debtors could be prevented from engaging in non-ordinary course activities and transactions that they believe are beneficial to them.

        Additionally, the terms of any final debtor-in-possession financing and/or cash collateral order entered by the Bankruptcy Court may limit the Debtors' ability to undertake certain business initiatives. These limitations may include, among other things, the Debtors' ability to:

    sell assets outside the normal course of business;

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    consolidate, merge, sell or otherwise dispose of all or substantially all of the Debtors' assets;

    grant liens;

    incur debt for borrowed money outside the ordinary course of business;

    prepay prepetition obligations; and

    finance the Debtors' operations, investments or other capital needs or to engage in other business activities that would be in the Debtors' interests.

Ascent Capital's cash flow and ability to meet its obligations will be adversely affected if Monitronics has insufficient liquidity for its business operations during the Chapter 11 Cases.

        Although Ascent Capital believes that Monitronics will have sufficient liquidity to operate its businesses during the pendency of the Chapter 11 Cases, there can be no assurance that the revenue generated by Monitronics' business operations and cash made available to Monitronics will be sufficient to fund its operations, especially as Monitronics is expected to continue incurring substantial professional and other fees related to the restructuring. Certain parties to the RSA have agreed to provide debtor-in-possession financing, subject to approval of the Bankruptcy Court. In the event that the Bankruptcy Court does not approve such financing or revenue and other available cash are not sufficient to meet Monitronics' liquidity requirements, Monitronics may be required to seek additional financing. There can be no assurance that such additional financing would be available or, if available, offered on terms that are acceptable. If, for one or more reasons, Monitronics is unable to obtain such additional financing, Monitronics could be required to seek a sale of the company or certain of its material assets or its businesses and assets may be subject to liquidation under Chapter 7 of the Bankruptcy Code, and Monitronics may cease to continue as a going concern, which could harm Ascent Capital's business, results of operations and financial condition.

Even if Ascent Capital and Monitronics receive all necessary acceptances and meet all other conditions precedent for the Plan to become effective, either of the board of directors may not approve the commencement of the applicable Chapter 11 Case and the transaction may not be completed.

        The commencement of Chapter 11 Cases by the Debtors requires authorization from the board of directors of Monitronics. Although Monitronics may file the Chapter 11 Cases to complete the restructuring through the Plan in the event the necessary approvals for an out of court consummation are not met, Monitronics has no obligation to commence its respective Chapter 11 Cases in any such event, except as provided under the RSA. The approval of the board of directors of Monitronics is required before Chapter 11 Cases for Monitronics can be commenced and the approval of the board of directors of Ascent Capital is required before Ascent Capital can participate in the transactions contemplated by the Plan, including the merger and related transactions that would occur on the Plan effective date. Even if Ascent Capital and Monitronics receive all necessary acceptances and meet all other conditions precedent for the Plan to become effective, either party's board of directors may not approve the transactions contemplated by the Plan, and the transactions contemplated by the Plan may not be completed.

The Bankruptcy Court may not confirm the Plan or may require Monitronics to re-solicit votes with respect to the Plan.

        Neither Ascent Capital nor Monitronics can assure you that the Plan, if filed, will be confirmed by the Bankruptcy Court. Section 1129 of the Bankruptcy Code, which sets forth the requirements for confirmation of a plan of reorganization, requires, among other things, a finding by the Bankruptcy Court that the plan of reorganization is "feasible," that all claims and interests have been classified in compliance with the provisions of Section 1122 of the Bankruptcy Code, and that, under the plan of

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reorganization, each holder of a claim or interest within each impaired class either accepts the plan of reorganization or receives or retains cash or property of a value, as of the date the plan of reorganization becomes effective, that is not less than the value such holder would receive or retain if the debtor were liquidated under Chapter 7 of the Bankruptcy Code. There can be no assurance that the Bankruptcy Court will conclude that the feasibility test and other requirements of Section 1129 of the Bankruptcy Code have been met with respect to the Plan.

        If the Plan is filed, there can be no assurance that modifications to the Plan would not be required for confirmation, or that such modifications would not require a re-solicitation of votes on the Plan.

        Moreover, the Bankruptcy Court could fail to approve the Plan or the disclosure statement sent to Monitronics' senior secured lenders and determine that the votes in favor of the Plan should be disregarded. Monitronics then would be required to recommence the solicitation process, which would include re-filing plans of reorganization and disclosure statements. Typically, this process involves a 60- to 90-day period and includes a court hearing for the required approval of a disclosure statement, followed (after bankruptcy court approval) by another solicitation of claim and interest holder votes for the plan of reorganization, followed by a confirmation hearing which the Bankruptcy Court will determine whether the requirements for confirmation have been satisfied, including the requisite claim and interest holder acceptances.

        If the Plan is not confirmed, Monitronics' reorganization case could be converted into a case under Chapter 7 of the Bankruptcy Code, pursuant to which a trustee would be appointed or elected to liquidate either Monitronics' assets, as applicable, for distribution in accordance with the priorities established by the Bankruptcy Code. Alternatively, Monitronics may elect to pursue a Chapter 11 plan that is substantially different than the Plan, subject to the RSA. Monitronics believes that liquidation under Chapter 7 of the Bankruptcy Code would result in, among other things:

    smaller distributions being made to creditors than those provided for in the Plan because of:

    the likelihood that Monitronics' assets would need to be sold or otherwise disposed of in a less orderly fashion over a short period of time;

    additional administrative expenses involved in the appointment of a trustee; and

    additional expenses and claims, some of which would be entitled to priority, which would be generated during the liquidation and from the rejection of leases and other executory contracts in connection with a cessation of Monitronics' operations.

The Bankruptcy Court may determine that solicitation of votes on the Plan does not satisfy the requirements of the Bankruptcy Code.

        The Bankruptcy Code provides that a debtor may solicit votes prior to the commencement of a Chapter 11 case if conducted in accordance with applicable non-bankruptcy law governing the adequacy of disclosure in connection with such solicitation or, if there is no such non-bankruptcy law, after disclosure of "adequate information," as defined in the Bankruptcy Code. Additionally, the Bankruptcy Code provides that a holder of a claim will not be deemed to have accepted or rejected a plan before commencement of a Chapter 11 case if the Bankruptcy Court finds that the Plan was not transmitted to substantially all creditors and other interest holders of that same class entitled to vote or that an unreasonably short time was prescribed for voting.

        If the Bankruptcy Court concludes that the requirements of the Bankruptcy Code have not been met, then the Bankruptcy Court could deem votes solicited prior to the commencement of the Chapter 11 Cases invalid. If the Bankruptcy Court so concludes, the Plan could not be confirmed without a re-solicitation of votes to accept or reject the Plan. While Monitronics believes that the

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requirements of the Bankruptcy Code will be met, there can be no assurance that the Bankruptcy Court will reach the same conclusion.

        If a re-solicitation of the Plan is required, there can be no assurance that such re-solicitation would be successful. In addition, re-solicitation could delay confirmation of the Plan and result in termination of the RSA. Non-confirmation of the Plan and loss of the benefits under the RSA could result in a lengthy bankruptcy proceeding, the outcome of which would be uncertain.

Monitronics may not be able to satisfy the voting requirements for confirmation of the Plan.

        If votes are received in number and amount sufficient to enable the Bankruptcy Court to confirm the Plan, Monitronics may seek, as promptly as practicable thereafter, confirmation. If the Plan does not receive the required support from voting creditors, Monitronics may elect to amend the Plan, seek confirmation regardless of the rejection, seek to sell its assets pursuant to Section 363 of the Bankruptcy Code, or proceed with a liquidation under Chapter 7, subject to the terms and conditions of the RSA.

The Plan may be confirmed regardless of whether the merger proposal is approved in a timely fashion or at all.

        Ascent Capital, as the sole Monitronics stockholder, has agreed to support the Plan under the terms of the RSA. Pursuant to the RSA, if any of the following occur (a non-Ascent restructuring toggle event):

    the merger proposal is not approved at the special meeting (or any adjournment or postponement thereof),

    all requisite approvals to consummate the merger (including approval of the merger proposal) are not obtained by the date that is no later than sixty-five days after the Petition Date,

    the merger otherwise does not occur on the Plan effective date for any reason,

    the amount of cash held by Ascent Capital immediately prior to the consummation of the merger is, or is reasonably expected to be, in the determination of the RSA parties other than Ascent Capital, a net cash amount (as defined below) of less than $20 million as of the Plan effective date,

    there is a material breach by Ascent Capital of the RSA,

    Ascent Capital (1) communicates its intention not to support the restructuring or files, communicates, executes a definitive written agreement with respect to, or otherwise supports an Alternative Restructuring Proposal and (2) such action has, or may be reasonably expected to have, an adverse effect on the Debtors' ability to consummate the restructuring,

    Ascent Capital files a motion or pleading with the Bankruptcy Court that is not consistent in all material respects with the RSA, the relief requested by such motion has, or may be reasonably expected to have, a material adverse effect on the Debtors' ability to consummate the restructuring, and such motion is not withdrawn within two business days of the receipt by Ascent Capital of written notice from the other RSA parties that such motion or pleading is inconsistent with the RSA,

    the occurrence of certain bankruptcy or insolvency events with respect to Ascent Capital specified in the RSA, or

    Ascent Capital validly terminates the RSA with respect to itself, so long as no other RSA party actually exercises an independent right to terminate the RSA;

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        then the RSA parties other than Ascent Capital may pursue a restructuring of the Debtors without the merger and without the participation of Ascent Capital, Ascent will be obligated to make the toggle contribution to Monitronics in the amount of $3.5 million, Monitronics common stock will be issued to certain creditors of Monitronics (and to its management pursuant to an incentive compensation plan) and not to Ascent Capital or stockholders of Ascent Capital and Ascent Capital's equity interests in Monitronics will be cancelled without consideration as a result of the non-Ascent restructuring in accordance with the Plan. For more information, see "The Restructuring and the Restructuring Support Agreement."

        Additionally, there may be other events that may lead to the restructuring of Monitronics and the other Debtors without the merger that are not expressly contemplated in the RSA. See "Risk Factors—Risks Related to the Restructuring and Other Bankruptcy Law Considerations."

        Additionally, under the "cram down" provisions of the Bankruptcy Code, a plan may be confirmed even if Ascent Capital, as the sole Monitronics stockholder, does not vote to accept the Plan if the Bankruptcy Court finds that such plan does not discriminate unfairly, and is fair and equitable, regarding each class of claims or interests that is impaired under, and has not accepted, the Plan. If the requisite votes of the senior secured lenders of Monitronics to accept a plan are obtained, but Ascent Capital, as the sole Monitronics stockholder, does not vote to accept the Plan, Monitronics may seek to have the applicable plan confirmed under the "cram down" provisions of the Bankruptcy Code.

Even if Monitronics receives all necessary acceptances necessary for the Plan to become effective and Ascent Capital receives all necessary acceptances necessary for the merger, Monitronics may fail to meet all conditions precedent to effectiveness of the Plan.

        Although Monitronics and Ascent Capital believe that the effective date would occur very shortly after confirmation of the Plan, there can be no assurance as to such timing.

        The confirmation and effectiveness of the Plan are subject to certain conditions that may or may not be satisfied. Neither Monitronics nor Ascent Capital can assure you that all requirements for confirmation and effectiveness required under the Plan will be satisfied. See "The Plan—Confirmation of the Plan."

A claim or interest holder may object to, and the Bankruptcy Court may disagree with Monitronics' classifications of each class of creditor claims against Monitronics (Claims) and each claim of stockholder interests in Monitronics (Interests).

        Section 1122 of the Bankruptcy Code provides that a plan may place a claim or an interest in a particular class only if such claim is substantially similar to the other claims or interests of such class. Although Monitronics believes that the classifications of Claims and Interests under the Plan complies with the requirements set forth in the Bankruptcy Code, once any Chapter 11 Cases have been commenced, a Claim or Interest holder could challenge the classification. In such event, the cost of the Plan and the time needed to confirm the Plan may increase, and neither Monitronics nor Ascent Capital can assure you that the Bankruptcy Court will agree with Monitronics' classification of Claims and Interests. If the Bankruptcy Court concludes that either or both of the classifications of Claims and Interests under the Plan do not comply with the requirements of the Bankruptcy Code, Monitronics may need to modify the Plan. Such modification could require a re-solicitation of votes on the Plan. The Plan may not be confirmed if the Bankruptcy Court determines that Monitronics' classifications of Claims and Interests is not appropriate.

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The SEC, the United States Trustee, or other parties may object to the Plan on account of the third-party release provisions.

        If Monitronics commences Chapter 11 Cases to confirm the Plan, any party in interest, including the SEC and the United States Trustee, could object to either or both of the Plan on the grounds that the third-party releases are not given consensually or in a permissible non-consensual manner. In response to such an objection, the Bankruptcy Court could determine that the third-party releases are not valid under the Bankruptcy Code. If the Bankruptcy Court made such a determination, plan could not be confirmed without being modified to remove the third-party release provisions. This could result in substantial delay in confirmation of the Plan or of the Plan not being confirmed.

Other parties in interest might be permitted to propose alternative plans of reorganization that may be less favorable to certain of Monitronics' constituencies than the Plan.

        If Monitronics commences Chapter 11 Cases to confirm the Plan or any other Chapter 11 Cases, other parties in interest could seek authority from the Bankruptcy Court to propose an alternative plan of reorganization. Under the Bankruptcy Code, a debtor-in-possession initially has the exclusive right to propose and solicit acceptances of a plan of reorganization for a period of 120 days from the filing. However, such exclusivity period can be reduced or terminated upon order of the Bankruptcy Court. If such an order were to be entered, other parties in interest would then have the opportunity to propose alternative plans of reorganization.

        If other parties in interest were to propose an alternative plan of reorganization following termination of Monitronics' exclusivity period, such a plan may be less favorable to existing equity interest holders and may seek to exclude these holders from retaining any equity under their plan. Alternative plans of reorganization also may treat less favorably the claims of a number of other constituencies, including Monitronics' senior secured creditors, employees and trading partners and customers. Monitronics considers maintaining relationships with its senior secured creditors, common stockholder, employees and trading partners and customers as critical to maintaining the value of Restructured Monitronics following consummation of the transaction, and has sought to treat those constituencies accordingly. However, proponents of alternative plans of reorganization may not share Monitronics' assessments and may seek to impair the claims of such constituencies to a greater degree. If there were competing plans of reorganization, Monitronics' reorganization case likely would become longer, more complicated and much more expensive. If this were to occur, or if Monitronics' employees or other constituencies important to Monitronics' business reacted adversely to an alternative plan of reorganization, the adverse consequences discussed in the first risk factor in this section discussing risks related to the Plan also could occur.

Monitronics' business may be negatively affected if it is unable to assume its executory contracts.

        An executory contract is a contract on which performance remains due to some extent by both parties to the contract. Monitronics intends to preserve as much of the benefit of its existing contracts and leases as possible. However, with respect to some limited classes of executory contracts, including licenses with respect to patents or trademarks, Monitronics may need to obtain the consent of the counterparty to maintain the benefit of the contract. There is no guarantee that such consent either would be forthcoming or that conditions would not be attached to any such consent that makes assuming the contracts unattractive. Restructured Monitronics would be required to either forego the benefits offered by such contracts or to find alternative arrangements to replace them.

Material transactions could be set aside as fraudulent conveyances or preferential transfers.

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"preferential transfer." A fraudulent conveyance occurs when a transfer of a debtor's assets is made with the intent to defraud creditors or in exchange for consideration that does not represent reasonably equivalent value to the property transferred. A preferential transfer occurs upon a transfer of property of the debtor while the debtor is insolvent for the benefit of a creditor on account of an antecedent debt owed by the debtor that was made on or within 90 days before the date of filing of the bankruptcy petition or one year before the date of filing of the petition, if the creditor, at the time of such transfer was an insider. If any transfer was challenged in the Bankruptcy Court and found to have occurred with regard to any of Monitronics' material transactions, a bankruptcy court could order the recovery of all amounts received by the recipient of the transfer.

Monitronics may be unsuccessful in obtaining first day orders to permit it to pay its key suppliers and its employees in the ordinary course of business.

        Monitronics will strive to address potential concerns of its key vendors, employees and other parties in interest that might arise from the filing of the Chapter 11 Cases through a variety of provisions incorporated into or contemplated by the RSA, including Monitronics' intentions to seek appropriate court orders to permit Monitronics to pay its prepetition and post-petition accounts payable to parties in interest in the ordinary course. However, there can be no guarantee that Monitronics will be successful in obtaining the necessary approvals of the Bankruptcy Court for such arrangements or for every party in interest Monitronics may seek to treat in this manner, and, as a result, Monitronics' business might suffer.

Neither Monitronics and Ascent Capital can predict the amount of time that the Debtors would spend in bankruptcy for the purpose of implementing the Plan, and a lengthy bankruptcy proceeding could disrupt Monitronics' and Ascent Capital's business, as well as impair the prospect for reorganization on the terms contained in the Plan.

        While Monitronics and Ascent Capital expect that the Chapter 11 Cases filed solely for the purpose of implementing the Plan would be of short duration and would not be unduly disruptive to either Monitronics' or Ascent Capital's business, neither Monitronics nor Ascent Capital can be certain that this necessarily would be the case. Although the Plan will be designed to minimize the length of the bankruptcy proceedings, it is impossible to predict with certainty the amount of time that Monitronics may spend in bankruptcy, and neither Monitronics nor Ascent Capital can be certain that the Plan would be confirmed. Even if confirmed on a timely basis, a bankruptcy proceeding to confirm the Plan could itself have an adverse effect on either Monitronics or Ascent Capital. There is a risk, due to uncertainty about Monitronics' and Ascent Capital's futures, that, among other things:

    customers could move to Monitronics' competitors, including competitors that have comparatively greater financial resources and that are in comparatively less financial distress;

    employees could be distracted from performance of their duties or more easily attracted to other career opportunities; and

    business partners could terminate their relationship with either Monitronics or Ascent Capital or demand financial assurances or enhanced performance, any of which could impair either Monitronics' or Ascent Capital's prospects.

        A lengthy bankruptcy proceeding also would involve additional expenses and divert the attention of management from the operation of Monitronics' and Ascent Capital's businesses, as well as create concerns for employees, suppliers and customers.

        The disruption that bankruptcy proceedings would have upon Monitronics' and Ascent Capital's businesses could increase with the length of time it takes to complete the proceeding. If either Monitronics is unable to obtain confirmation of the Plan on a timely basis, because of a challenge to

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the Plan or otherwise, either Monitronics may be forced to operate in bankruptcy for an extended period of time while it tries to develop a different reorganization plan that can be confirmed. A protracted bankruptcy case could increase both the probability and the magnitude of the adverse effects described above.

Monitronics may seek to amend, waive, modify or withdraw the Plan at any time prior to the confirmation of the Plan.

        Monitronics reserves the right, prior to the confirmation or substantial consummation thereof, subject to the provisions of Section 1127 of the Bankruptcy Code and applicable law and the RSA, to amend the terms of the Plan, or waive any conditions thereto if and to the extent such amendments or waivers are necessary or desirable to consummate the Plan. The potential impact of any such amendment or waiver on the holders of Claims and Interests cannot presently be foreseen but may include a change in the economic impact of the Plan on some or all of the proposed classes or a change in the relative rights of such classes. All holders of Claims and Interests will receive notice of such amendments or waivers required by applicable law and the Bankruptcy Court. If, after receiving sufficient acceptances, but prior to confirmation of the Plan, Monitronics seeks to modify the Plan, the previously solicited acceptances will be valid only if (1) all classes of adversely affected creditors and interest holders accept the modification in writing or (2) the Bankruptcy Court determines, after notice to designated parties, that such modification was de minimis or purely technical or otherwise did not adversely change the treatment of holders accepting Claims and Interests or is otherwise permitted by the Bankruptcy Code.

The Bankruptcy Court may not approve Monitronics' use of cash collateral or debtor-in-possession financing.

        If the Chapter 11 Cases are filed, Monitronics will ask the Bankruptcy Court to authorize Monitronics to use cash collateral and/or to obtain debtor-in-possession financing to fund the Chapter 11 Cases. Such access to cash collateral or debtor-in-possession financing will provide liquidity during the pendency of the Chapter 11 Cases. There can be no assurance that the Bankruptcy Court will approve such use of cash collateral or debtor-in-possession financing on the terms requested. Moreover, if the Chapter 11 Cases takes longer than expected to conclude, Monitronics may exhaust its available cash collateral or debtor-in-possession financing. There can be no assurance that either Monitronics will be able to obtain an extension of the right to use cash collateral, in which case, the liquidity necessary for the orderly functioning of Monitronics' business may be impaired materially.

The confirmation and consummation of the Plan could be delayed.

        Monitronics estimates that the process of obtaining confirmation of the Plan by the Bankruptcy Court will last approximately 30 to 60 days from the date of the commencement of the Chapter 11 Cases, but it could last considerably longer if, for example, confirmation is contested or the conditions to confirmation or consummation are not satisfied or waived.

The restructuring will likely impair the ability of the Debtors to utilize their pre-restructuring tax attributes.

        Ascent Capital and the Debtors have generated substantial net operating losses (NOLs) through the taxable year ending December 31, 2018. Ascent Capital and the Debtors believe that their consolidated group will generate additional NOLs for the 2019 tax year. Ascent Capital and Monitronics intend that, upon the merger, Monitronics would inherit NOLs of Ascent Capital. Under U.S. federal income tax law, a corporation is generally permitted to deduct from taxable income NOLs carried forward from prior years. When the restructuring is consummated, however, it is expected that the Debtors will recognize a substantial amount of cancellation of indebtedness income and, as a result, the Debtors' NOLs will be reduced on account of such cancellation of indebtedness income.

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        Moreover, the Debtors' ability to use their NOLs may be significantly limited if there is an "ownership change" (as defined in Section 382 of the Code) as a result of the restructuring. Generally, there is an "ownership change" if one or more stockholders owning 5% or more of a corporation's common stock have aggregate increases in their ownership of such stock of more than 50 percentage points over the prior three-year period. Under Section 382 of the Code, absent an applicable exception, if a corporation undergoes an "ownership change," the amount of its NOLs that may be utilized to offset future taxable income generally is subject to an annual limitation based on the equity value of the corporation immediately prior to the ownership change. If the Debtors undergo an ownership change in connection with the Plan, however, the Debtors should be allowed to calculate the limitation on NOLs and other tax attributes, in general, by reference to the Debtors' equity value immediately after the ownership change (rather than the equity value immediately before the ownership change, as is the case under the general rule for non-bankruptcy ownership changes), thus generally reflecting any increase in the value of the stock due to the cancellation of debt resulting from the Plan. The annual limitation could also be increased each year to the extent that there is an unused limitation in a prior year.

        Following the implementation of the Plan, it is likely that an "ownership change" will be deemed to occur and the Debtors' NOLs, including those that it is intended will be inherited by Monitronics from Ascent Capital pursuant to the merger, will be subject to an annual limitation described above. Accordingly, the ability of the Debtors to use their NOLs to offset future taxable income may be significantly limited.

Risks Related to Ascent Capital Business

        Ascent Capital is subject to the risks described in the section entitled "Risk Factors" in Part I. Item 1A. in Ascent Capital's Annual Report on Form 10-K for the year ended December 31, 2018 with respect to Ascent Capital attached as Annex E to this proxy statement/prospectus and incorporated herein.

Risks Related to Monitronics' Business

        Monitronics is subject to the risks described in the section entitled "Risk Factors" in Part I. Item 1A. in Monitronics' Annual Report on Form 10-K for the year ended December 31, 2018 with respect to Monitronics attached as Annex H to this proxy statement/prospectus and incorporated herein.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties and projections of results of operations or of financial condition or forecasts of future events that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Words such as "could," "will," "may," "assume," "forecast," "position," "predict," "strategy," "expect," "intend," "plan," "estimate," "anticipate," "believe," "project," "budget," "potential" or "continue" and similar expressions are used to identify forward-looking statements. Without limiting the generality of the foregoing, forward-looking statements contained in this proxy statement/prospectus include statements concerning management's expectations of plans, strategies, objectives, growth and anticipated financial and operational performance, including the unaudited prospective financial information; new service offerings; the availability of debt refinancing; obtaining or maintaining any requested waiver of forbearance with respect to Monitronics' Credit Agreement, dated March 23, 2012 (as amended and restated, the Credit Facility) and Monitronics' 9.125% senior notes due April 2020 (the Senior Notes); the ability of Ascent Capital and Monitronics to continue as a going concern; potential restructurings and strategic transactions; financial prospects; anticipated sources and uses of capital; the occurrence of any event, change or other circumstance that could give rise to termination of the merger agreement; the inability to complete the merger due to the failure to obtain the requisite approvals for the merger or the failure to satisfy other conditions to completion of the merger, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the merger; the Plan, or the restructuring; risks related to disruption of management's attention from ongoing business operations due to the merger, the Chapter 11 Cases or the restructuring; and the effects of future litigation, including litigation relating to the merger, the Chapter 11 Cases or the restructuring. Forward-looking statements can be affected by assumptions used or by known or unknown risks or uncertainties. Consequently, no forward-looking statements can be guaranteed.

        A forward-looking statement may include a statement of the assumptions or bases underlying the forward-looking statement. Ascent Capital and Monitronics believes that they have chosen these assumptions or bases in good faith and believe that they are reasonable. However, when considering these forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this proxy statement/prospectus, including the specific factors mentioned below. Those risk factors and other factors noted throughout this proxy statement/prospectus could cause Ascent Capital's and Monitronics' actual results to differ materially from those disclosed in any forward-looking statement. You are cautioned not to place undue reliance on any forward-looking statements.

        Among other risks and uncertainties, there can be no guarantee that the merger will be completed, or if it is completed, the time frame in which it will be completed. The merger is subject to the satisfaction or waiver of certain conditions contained in the merger agreement.

        Each forward-looking statement speaks only as of the date of the particular statement and Ascent Capital and Monitronics undertake no obligation to publicly update or revise any forward-looking statements except as required by law.

        Specific factors which could cause actual results to differ from those in the forward-looking statements include:

    the ability to obtain requisite regulatory and shareholder approval and the satisfaction of the other conditions to the consummation of the merger or the occurrence of a non-Ascent restructuring toggle event;

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    the potential impact of the announcement or consummation of the merger and restructuring on relationships, including with employees, suppliers, customers, competitors, lenders and credit rating agencies;

    the risk that the Chapter 11 Cases may result in unfavorable tax consequences for Restructured Monitronics and impair its ability to utilize federal income tax net operating loss carryforwards in future years;

    the risk that Restructured Monitronics may be unable to make, on a timely or cost-effective basis, the changes necessary to operate as an independent publicly-traded company, and Restructured Monitronics may experience increased costs after the merger;

    the risk that the merger and the Chapter 11 Cases will result in changes in Restructured Monitronics' management team and the loss of other key employees, the composition of the board of directors will be different than the current composition of the board of directors;

    the ability of Restructured Monitronics to satisfy the continued listing standards of OTC;

    general business conditions and industry trends;

    macroeconomic conditions and their effect on the general economy and on the U.S. housing market, in particular single-family homes, which represent Monitronics' largest demographic;

    uncertainties in the development of Monitronics' business strategies, including the rebranding to Brinks Home Security and market acceptance of new products and services;

    the competitive environment in which Monitronics operates, in particular, increasing competition in the alarm monitoring industry from larger existing competitors and new market entrants, including technology, telecommunications and cable companies;

    the development of new services or service innovations by competitors;

    Monitronics' ability to acquire and integrate additional accounts, including competition for dealers with other alarm monitoring companies which could cause an increase in expected subscriber acquisition costs;

    integration of acquired assets and businesses;

    the regulatory environment in which Monitronics operates, including the multiplicity of jurisdictions, state and federal consumer protection laws and licensing requirements to which Monitronics' and/or its dealers are subject and the risk of new regulations, such as the increasing adoption of "false alarm" ordinances;

    technological changes which could result in the obsolescence of currently utilized technology with the need for significant upgrade expenditures, including the phase-out of 3G and CDMA networks by cellular carriers;

    the trend away from the use of public switched telephone network lines and the resultant increase in servicing costs associated with alternative methods of communication;

    the operating performance of Monitronics' network, including the potential for service disruptions at both the main monitoring facility and back-up monitoring facility due to acts of nature or technology deficiencies, and the potential of security breaches related to network or customer information;

    the outcome of any pending, threatened, or future litigation, including potential liability for failure to respond adequately to alarm activations;

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    the ability to continue to obtain insurance coverage sufficient to hedge Monitronics' risk exposures, including as a result of acts of third parties and/or alleged regulatory violations;

    changes in the nature of strategic relationships with original equipment manufacturers, dealers and Monitronics' other business partners;

    the reliability and creditworthiness of Monitronics' independent alarm systems dealers and subscribers;

    changes in Monitronics' expected rate of subscriber attrition;

    Monitronics' high degree of leverage and the restrictive covenants governing its indebtedness; and

    availability of, and Monitronics' ability to retain, qualified personnel.

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THE PARTIES TO THE MERGER

Ascent Capital Group, Inc. (Ascent Capital)

        Ascent Capital, formed in 2008, is a Delaware corporation and holding company whose principal assets consist of its wholly-owned operating subsidiary, Monitronics, doing business as Brinks Home Security, and cash and cash equivalents. Through Brinks Home Security, Ascent Capital provides residential customers and commercial client accounts with monitored home and business security systems, as well as interactive and home automation services, in the United States, Canada and Puerto Rico.

        Ascent Capital's Series A common stock is currently listed on the NASDAQ under the symbol "ASCMA" and Ascent Capital's Series B common stock is quoted on the OTC Markets under the symbol "ASCMB." On November 26, 2018 and December 27, 2018, Ascent Capital received letters from the NASDAQ regarding noncompliance with the continued listing requirements of NASDAQ. For more information regarding these notices, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Nasdaq Deficiency Notices" in Part II. Item 7. of Ascent Capital's Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated herein and attached as Annex F to this proxy statement/prospectus.

        The principal executive office of Ascent Capital is located at 5251 DTC Parkway, Suite 1000, Greenwood Village, Colorado 80111, and its telephone number at that address is (303) 628-5600.

Monitronics International, Inc. (Monitronics)

        Monitronics, formed in 1994, is a Texas corporation and wholly-owned subsidiary of Ascent Capital. Monitronics, along with its subsidiaries, provides residential customers and commercial client accounts with monitored home and business security systems, as well as interactive and home automation services, in the United States, Canada and Puerto Rico.

        There is no current trading market for Monitronics common stock and although no assurance can be given, we currently expect that Monitronics common stock will be quoted on the OTC Markets following completion of the restructuring and the merger.

        The principal executive office of Monitronics is located at 1990 Wittington Place, Farmers Branch, Texas 75234, and its telephone number at that address is (972) 243-7443.

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SPECIAL MEETING; PROXIES

Electronic Delivery

        Registered stockholders may elect to receive future notices and proxy materials by e-mail. To sign up for electronic delivery, go to www.computershare.com/investor. You may also sign up for electronic delivery when you vote by Internet at www.envisionreports.com/ASCMA, by following the prompts. Once you sign up, you will not receive a printed copy of the notices and proxy materials, unless you request them. You may suspend electronic delivery of the notices and proxy materials at any time by contacting Ascent Capital's transfer agent, Computershare, at 800-962-4284 (outside the United States 781-575-3120). Stockholders who hold shares through a bank, brokerage firm or other nominee may request electronic access by contacting their nominee.

Time, Place and Date

        The special meeting of the stockholders is to be held at             a.m., Mountain Time, on                        , 2019, at 5251 DTC Parkway, Second Floor Conference Room, Greenwood Village, Colorado 80111, Tel. No. (303) 628-5600.

Purpose

        At the special meeting, you will be asked to consider and vote on each of the following:

    1.
    the merger proposal, to approve the adoption of the merger agreement, by and among Monitronics and Ascent Capital, pursuant to which Ascent Capital will merge with and into Monitronics substantially concurrently with the restructuring, with Monitronics continuing as the surviving company;

    2.
    the advisory compensation proposal, to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of Ascent Capital in connection with the merger; and

    3.
    the adjournment proposal (together with the merger proposal and the advisory compensation proposal, the proposals), to authorize the adjournment of the special meeting by Ascent Capital to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the merger proposal.

        Stockholders of Ascent Capital are not entitled to, and are not being asked to, vote on the Plan or any other aspect of the restructuring. The merger will not occur unless Ascent Capital stockholders approve the merger proposal. The consummation of the merger is not conditioned on the approval of the advisory compensation proposal or the adjournment proposal.

        The merger will occur substantially concurrently with the restructuring of Monitronics in connection with the proposed Chapter 11 Cases to be filed by Monitronics and its domestic subsidiaries. The merger is conditioned on the restructuring, but the restructuring and the Chapter 11 Cases are not conditioned on the merger or any stockholder votes related thereto.

Quorum

        In order to carry on the business of the special meeting, the holders of a majority in total voting power of the outstanding shares of Ascent Capital's Series A common stock and Series B common stock as of the record date, must be present at the special meeting, either in person or by proxy. For purposes of determining a quorum, your shares will be included as represented at the special meeting even if you indicate on your proxy that you abstain from voting. If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on any of the proposals, or if those shares are voted in circumstances in which proxy authority is

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defective or has been withheld, those shares will not be treated as present for purposes of determining the presence of a quorum.

Who May Vote; Record Date

        Holders of shares of Series A common stock and Series B common stock, as recorded in Ascent Capital's stock register as of the record date, may vote at the special meeting or at any adjournment or postponement thereof.

Votes Required

        The following stockholder approvals are required with respect to the proposals described above:

    The merger proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of Ascent Capital common stock outstanding on the record date and entitled to vote at the special meeting, voting together as a single class.

    The advisory compensation proposal and the adjournment proposal each require the affirmative vote of the holders of a majority of the combined voting power of the shares of Ascent Capital common stock present, in person or by proxy, and entitled to vote at the special meeting, voting together as a single class.

Votes You Have

        At the special meeting, holders of Series A common stock will have one vote per share for each share of Series A common stock that Ascent Capital's records show they owned on the record date, and holders of Series B common stock will have ten votes per share for each share of Series B common stock that Ascent Capital's records show they owned on the record date. Holders of Series A common stock and Series B common stock will vote together as a single class on each proposal.

Shares Outstanding

        As of the record date, there were approximately                shares of Series A common stock and                shares of Series B common stock outstanding.

Number of Holders

        As of the record date, there were                and                record holders of Series A common stock and Series B common stock, respectively. Such amounts do not include the number of stockholders whose shares are held of record by banks, brokers or other nominees, but include each such institution as one holder.

Voting Procedures for Record Holders

        Holders of record of Ascent Capital common stock as of the record date may vote in person at the special meeting. Alternatively, they may give a proxy by completing, signing, dating and returning the proxy card, or by voting by telephone, smartphone or over the Internet. Unless subsequently revoked, shares of Ascent Capital common stock represented by a proxy submitted as described below and received at or before the special meeting will be voted in accordance with the instructions on the proxy.

        YOUR VOTE IS IMPORTANT.    It is recommended that you vote by proxy even if you plan to attend the special meeting. You may change your vote at the special meeting. Specific voting instructions are set forth in this proxy statement/prospectus and on the proxy card.

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        If a proxy is properly executed and submitted by a record holder without indicating any voting instructions, the shares represented by the proxy will be voted "FOR" the approval of the merger proposal, the advisory compensation proposal and the adjournment proposal.

        If you submit a proxy card on which you indicate that you abstain from voting, it will have the same effect as a vote AGAINST the merger proposal, the advisory compensation proposal and the adjournment proposal.

        If you fail to respond with a vote, your shares will not be counted as present and entitled to vote for purposes of determining a quorum, and your failure to vote will have the same effect as a vote "AGAINST" the merger proposal and have no effect on determining whether the advisory compensation proposal or adjournment proposal are approved, assuming a quorum is present.

Voting Procedures for Shares Held in Street Name

        If you are an Ascent Capital stockholder and your shares are held in "street name" through a broker, bank or other nominee, you must provide the record holder of your shares with instructions how to vote the shares. Further, brokers, banks or other nominees who hold shares of Ascent Capital common stock on behalf of their customers may not give a proxy to Ascent Capital to vote those shares with respect to the merger proposal, the advisory compensation proposal and the adjournment proposal without specific instructions from their customers, as brokers, banks and other nominees do not have discretionary voting power on these "non-routine" matters. If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on the applicable proposals, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld with respect to the applicable proposals, these shares will not count as present and entitled to vote at the special meeting and will not count for purposes of determining a quorum at the special meeting.

        Therefore, if you are an Ascent Capital stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

    your shares will not be counted as present and entitled to vote for purposes of determining a quorum;

    your broker, bank or other nominee may not vote your shares on the merger proposal, which will have the same effect as a vote "AGAINST" such proposal; and

    your broker, bank or other nominee may not vote your shares on the advisory compensation proposal or the adjournment proposal, which will have no effect on the vote count for each such proposal, assuming a quorum is present.

Revoking a Proxy

        Before the start of the special meeting, you may change your vote, by voting in person at the special meeting or by delivering a signed proxy revocation or a new signed proxy with a later date by mail to Ascent Capital Group, Inc., c/o Computershare, c/o Shareholder Services, P.O. Box 505000, Louisville, Kentucky 40233-5002 or by overnight correspondence to Ascent Capital Group, Inc., c/o Computershare, c/o Shareholder Services, 462 South 4th Street, Suite 1600, Louisville, Kentucky 40202. Any proxy revocation or new proxy must be received before the start of the special meeting. In addition, you may change your vote through the Internet or by telephone or smartphone (if you originally voted by the same method) not later than 11:59 p.m., New York City time, on                        , 2019.

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        Your attendance at the special meeting will not, by itself, revoke a prior vote or proxy from you. Please be sure to request a ballot at the special meeting if you have not voted or wish to change your vote.

        If your shares are held in an account by a broker, bank or other nominee, you should contact your nominee to change your vote or revoke your proxy.

Solicitation of Proxies

        Ascent Capital has engaged D.F. King & Co., Inc., to assist in the solicitation of proxies for the special meeting and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements. The cost of this solicitation will be split equally by Monitronics and Ascent Capital. Ascent Capital will pay a base fee to D.F. King & Co., Inc. of approximately $10,000, plus reimbursement for out-of-pocket expenses. Ascent Capital may also reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares of Series A common stock or Series B common stock for their expenses in forwarding soliciting materials to beneficial owners of shares of Series A common stock or Series B common stock and in obtaining voting instructions from those owners. They will not be paid any additional amounts for soliciting proxies. Ascent Capital's directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person.

Recommendation of Ascent Capital's Board of Directors

        Ascent Capital's board of directors has carefully considered and unanimously approved each of the merger proposal, the advisory compensation proposal and the adjournment proposal and recommends that you vote "FOR" each of these proposals.

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PROPOSAL 1—THE MERGER PROPOSAL

General

        Ascent Capital is asking its stockholders to approve the adoption of the merger agreement and the transactions contemplated thereby, including, without limitation, (i) the merger of Ascent Capital with and into its direct, wholly owned subsidiary, Monitronics, with Monitronics surviving the merger and (ii) the redomiciliation.

        For additional details on the terms of the merger agreement, see "The Merger Agreement." As discussed in the section entitled "Ascent Capital's Reasons for the Merger; Recommendations of the Ascent Capital Board of Directors" after careful consideration, Ascent Capital's board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Ascent Capital and its stockholders, and unanimously approved and declared advisable the merger agreement and transactions contemplated thereby.

        If the merger proposal is approved at the special meeting, subject to certain other conditions, the merger and redomiciliation are expected to occur substantially concurrently with the restructuring of Monitronics in connection with the proposed Chapter 11 Cases as contemplated by the RSA. The merger and redomiciliation are conditioned on the restructuring but the restructuring and the Chapter 11 Cases are not conditioned on the merger, the redomiciliation or any stockholder votes thereto. For additional details on the terms of the restructuring and the RSA, see "The Restructuring and The Restructuring Support Agreement."

Vote and Recommendation

        The merger proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of Ascent Capital common stock outstanding on the record date and entitled to vote at the special meeting, voting together as a single class.

        Approval of the merger proposal is a condition to the closing of the merger. If the merger proposal is not approved, the merger will not occur. For a detailed discussion of the terms and conditions of the merger, see "The Merger Agreement—Conditions to Completion of the Merger."

        Ascent Capital's Board unanimously recommends a vote "FOR" the merger proposal.

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PROPOSAL 2—THE ADVISORY COMPENSATION PROPOSAL

General

        Under Section 14A of the Exchange Act and the applicable SEC rules issued thereunder, Ascent Capital is required to submit a proposal to Ascent Capital's common stockholders for an advisory (non-binding) vote to approve certain compensation that may become payable to Ascent Capital's named executive officers in connection with the completion of the merger, which have been quantified in the tables and are discussed in more detail in the footnotes to these tables and the associated narrative discussion included in the section entitled "Interests of Certain Persons in the Merger—Interests of Ascent Capital Directors and Executive Officers in the Merger" of this proxy statement/prospectus, which such information is incorporated herein by reference.

Vote and Recommendation

        Approval of the advisory compensation proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of Ascent Capital common stock present, in person or by proxy, and entitled to vote at the special meeting, voting together as a single class.

        The vote on the advisory compensation proposal is a vote separate and apart from the vote on the merger proposal. Accordingly, you may vote to approve the merger proposal and vote not to approve the advisory compensation proposal and vice versa. Because the vote on the advisory compensation proposal is advisory only, it will not be binding on Ascent Capital or Monitronics. Accordingly, if the merger proposal is approved and the merger is completed, the compensation will be payable, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the advisory compensation proposal.

        Ascent Capital's Board unanimously recommends a vote "FOR" the advisory compensation proposal.

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PROPOSAL 3—THE ADJOURNMENT PROPOSAL

General

        Ascent Capital is seeking stockholder approval to adjourn the special meeting even if a quorum is present, if necessary and appropriate, to solicit additional proxies if Ascent Capital does not have sufficient votes at the special meeting to determine if stockholders are in favor of the merger proposal. If a quorum is not present at the special meeting, however, the chair of the special meeting may adjourn the special meeting in his sole discretion. If the special meeting is adjourned, and the adjournment is for a period of 30 days or less, no notice of the time or place of the reconvened meeting will be given to Ascent Capital's stockholders other than an announcement made at the special meeting. At the adjourned meeting any business may be transacted that might have been transacted at the original meeting. If the adjournment is for more than 30 days, however, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the original meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with Delaware law, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Vote and Recommendation

        Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of Ascent Capital common stock present, in person or by proxy, and entitled to vote at the special meeting, voting together as a single class.

        Ascent Capital's Board unanimously recommends a vote "FOR" the adjournment proposal.

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THE MERGER

        The following summary describes certain material terms of, and documents and agreements related to, the merger and the restructuring. This summary is not complete and it is qualified in its entirety by reference to the annexes to this proxy statement/prospectus. We urge you to read this entire proxy statement/prospectus and the annexes to this proxy statement/prospectus carefully and in their entirety, as this summary may not contain all of the information that is important to you regarding the merger, the restructuring, the merger proposal, the and related matters. See "Where You Can Find More Information" of this document. We have included in this summary references to other portions of this document to direct you to a more complete description of the topics presented, which you should review carefully in their entirety.

Effects of the Merger

        At the effective time of the merger Ascent Capital will merge with and into its direct, wholly owned subsidiary, Monitronics, with Monitronics surviving the merger. Upon completion of the merger, Monitronics will be the surviving company and we expect that immediately thereafter Monitronics will be redomiciled as a Delaware corporation, and the separate corporate existence of Ascent Capital will cease. Restructured Monitronics will keep the name "Monitronics International, Inc." following the consummation of the transaction.

Background of the Merger

        The following chronology summarizes the key meetings and events that led to the execution of the RSA and the merger agreement, pursuant to which the restructuring and the merger would be consummated. The following chronology does not purport to document each conversation among the members of Ascent Capital's board of directors. References to management generally refer to the overlapping management team at Ascent Capital and its wholly owned and only operating subsidiary, Monitronics. Historically, these companies have shared an executive management team due to their corporate structures.

        On November 10, 2017, the Ascent Capital board of directors, with management present, met to discuss (i) the possibility of an early acceleration event under Monitronics' Credit Facility with respect to the term loan thereunder if any Senior Notes remain outstanding 181 days prior to their scheduled maturity date (the Springing Maturity) , (ii) the potential for a cross-default under Ascent Capital's 4.00% Convertible Senior Notes due 2020 (the Ascent Capital Convertible Notes) as a result of the Springing Maturity and (iii) the possibility of receiving a going concern qualification to the auditors' opinion (the Going Concern Qualification) on Monitronics' financial statements as of and for the year ending December 31, 2018 as a result of the possible Springing Maturity and the potential consequences thereof. Following a discussion among Ascent Capital's board members, management was directed to engage financial advisors to assist in the development of a plan to mitigate or eliminate the risks of receiving a Going Concern Qualification, avoiding the occurrence of a Springing Maturity and avoiding any situation which could result in the acceleration of the debt of Monitronics or Ascent Capital. Subsequently, management began to consider potential solutions, including: (i) refinancing the Senior Notes, which would avoid a Springing Maturity, and thus, the potential Going Concern Qualification, and would give Monitronics additional time to execute on management's business plan, (ii) selling Monitronics, or (iii) exploring other strategic opportunities.

        In January 2018, management met with representatives of Baker Botts L.L.P. (Baker Botts), legal counsel to Ascent Capital, and representatives of Latham & Watkins LLP (Latham), legal counsel to Monitronics, to discuss the potential Springing Maturity and consequences thereof (including the potential the Going Concern Qualification).

        On February 21, 2018, the Ascent Capital board of directors, with management present, met to further discuss the potential Springing Maturity and consequences thereof (including the potential

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Going Concern Qualification), risk assessment and plans to interview financial advisors to assist with refinancing the Senior Notes.

        In March 2018, management met with a number of financial advisors familiar with the alarm monitoring industry to obtain their views of potential alternatives. During these meetings, a consensus developed that a sale of Monitronics at that time would not likely maximize the value of its business and therefore, that Monitronics needed to refinance a sufficient amount of the Senior Notes to avoid triggering the Springing Maturity, mitigate the risk of receiving the Going Concern Qualification and avoid any related cross-default.

        On May 3, 2018, the Ascent Capital board of directors, with management present, met to discuss Ascent Capital's and Monitronics' respective capital structures and the risks facing Ascent Capital and Monitronics, which included a discussion of the potential Springing Maturity and refinancing of the Senior Notes, as well as a discussion regarding the Ascent Capital Convertible Notes and the risk of a cross-default thereunder. Also in attendance were representatives of the financial advisors that management proposed to engage. These representatives expressed their views regarding the options for and challenges associated with refinancing the Senior Notes.

        Later in May 2018, management formally retained two investment banks to serve as financial advisors to both Monitronics and Ascent Capital (the Prior Financial Advisors). Thereafter, management held numerous meetings with the Prior Financial Advisors, Baker Botts, as counsel to Ascent Capital, and Latham, as counsel to Monitronics, to develop a plan for refinancing the Senior Notes.

        Additionally, Ascent Capital and Monitronics entered into confidentiality agreements, dated as of May 10, 2018, with counsel and the financial advisors to an ad hoc group of holders of the Senior Notes (the Ad Hoc Senior Noteholder Group). Thereafter, management and representatives of Baker Botts and Latham engaged in multiple discussions with the advisors to the Ad Hoc Senior Noteholder Group regarding a potential exchange offer for the Senior Notes.

        On June 6, 2018, the Ascent Capital board of directors, with management and representatives of Baker Botts present, met to continue discussing Ascent Capital's and Monitronics' respective capital structures and the risks facing Ascent Capital and Monitronics, which included a further discussion of potential options for refinancing the Senior Notes. Subsequent to that meeting, the Prior Financial Advisors met and engaged in discussions with the financial advisors to the Ad Hoc Senior Noteholder Group in June 2018 to discuss the possibility of (i) an offer to purchase the Ascent Capital Convertible Notes for cash, (ii) a concurrent exchange offer, pursuant to which Monitronics and Ascent Capital would offer to exchange cash from Ascent Capital and/or new Monitronics notes due 2023 for the Senior Notes and (iii) a consent solicitation that would provide covenant relief under the indenture governing the Senior Notes. In addition, representatives of Baker Botts and Latham engaged in multiple discussions with counsel to the Ad Hoc Senior Noteholder Group regarding various legal issues associated with the proposed Ascent Capital tender offer and the Monitronics exchange offer and consent solicitation.

        On June 28, 2018, the Ascent Capital board of directors, with management and representatives of Baker Botts present, met and discussed the proposed Ascent Capital tender offer and the Monitronics exchange offer and consent solicitation, including the advantages and disadvantages of launching these offers with and without the support of the Ad Hoc Senior Noteholder Group. During the meeting, management gave a recommendation to the Ascent Capital board of directors that Ascent Capital should pursue the proposed Convertible Notes tender offer and Monitronics should pursue the Senior Notes exchange offer and consent solicitation. As part of an update on Monitronics' refinancing, management then discussed the goals for Monitronics, including (i) avoiding triggering the Springing Maturity, mitigating the risk of receiving the Going Concern Qualification and avoiding any related cross-defaults or events of default, (ii) executing Monitronics' business plan, and (iii) capturing some

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amount of discount on Monitronics' and Ascent Capital's existing debt as part of the refinancing. Management also advised the Ascent Capital board of directors that Ascent Capital intended to retain financial consultants to analyze and evaluate Monitronics' business plan and financial model. The Ascent Capital board of directors authorized management to continue pursuing the proposed transactions. Following this board meeting, numerous discussions were held among the Prior Financial Advisors, Latham, as legal advisor to Monitronics, Baker Botts, as legal advisor to Ascent Capital, and financial and legal advisors to the Ad Hoc Senior Noteholder Group with respect to the potential structure, terms and conditions of the proposed transactions, including those which the Ad Hoc Senior Noteholder Group may support.

        On July 19, 2018, counsel to the Ad Hoc Senior Noteholder Group sent a letter to Latham informing Monitronics that the Ad Hoc Senior Noteholder Group would not support a Monitronics exchange offer that was not prenegotiated.

        On July 23, 2018, the Ascent Capital board of directors, with management and representatives of the Prior Financial Advisors, the financial consultants and Baker Botts present, (i) met and discussed Ascent Capital's proposed tender offer and Monitronics' exchange offer and consent solicitation and (ii) received an update from the Prior Financial Advisors and management as to the status of the discussions with the Ad Hoc Senior Noteholder Group. During the meeting, the Ascent Capital board of directors received a presentation on the proposed structure, underlying strategy and possible outcomes with respect to the proposed transactions as well as strategies for retiring notes not voluntarily tendered in the proposed offers (which included effecting a debt for debt exchange, debt for Ascent Capital equity exchange, and repurchase for cash). Additionally, the Ascent Capital board of directors considered, with input from Baker Botts, the litigation risks associated with the proposed offers and other matters in determining whether to proceed with the Ascent Capital tender offer, and the Monitronics exchange offer and consent solicitation.

        On July 25, 2018, the Ascent Capital board of directors unanimously authorized management to proceed with the proposed offers and on July 30, 2018, after meetings between the advisors for Ascent Capital and Monitronics, on one hand, and for the Ad Hoc Senior Noteholder Group, on the other, the Ascent Capital board of directors, with management present, met and discussed the status of the refinancing efforts. During the meeting, management led a discussion of the status of the proposed offers, including the legal documentation to complete the same and the current expected terms of the refinancing.

        On July 31, 2018, members of the Ad Hoc Senior Noteholder Group entered into a cooperation agreement (the "Cooperation Agreement"), pursuant to which the parties thereto agreed to only support a refinancing proposal that was supported by each member of the Ad Hoc Senior Noteholder Group. The existence and substance of the Cooperation Agreement was disclosed to management.

        In August 2018, management, representatives of Latham, as legal counsel to Monitronics, Baker Botts, as legal counsel to Ascent Capital, and advisors to the Ad Hoc Senior Noteholder Group engaged in further discussions regarding potential terms of the proposed offers. In connection with these discussions, Ascent Capital and Monitronics entered into confidentiality agreements with members of the Ad Hoc Senior Noteholder Group. However, by August 17, 2018, discussions among the Ad Hoc Senior Noteholder Group and Ascent Capital and Monitronics broke down, as Monitronics disclosed in a current report on Form 8-K filed that day.

        On August 20, 2018, the Ad Hoc Senior Noteholder Group filed a press release containing additional details of the potential deal terms being negotiated as a "self-cleanse" and publicly announced the Cooperation Agreement.

        On August 27, 2018, certain holders of Ascent Capital Convertible Notes caused an action to be filed in the Court of Chancery of the State of Delaware, captioned KLS Diversified Master Fund L.P. et.

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al. v. Ascent Capital Group, Inc. et al., C.A. No. 2018-0636 (as amended, the "Ascent Capital Convertible Noteholder Action") against Ascent Capital and each of its directors and executive officers, which alleged, among other things, that Ascent Capital was developing a transaction that would constitute a fraudulent transfer with respect to the holders of the Ascent Capital Convertible Notes. The plaintiffs in that action subsequently filed a motion for a preliminary injunction, asking the Chancery Court to block any such transaction.

        On August 29, 2018, the Ascent Capital board of directors, with management and representatives of Baker Botts, the Prior Financial Advisors, and the financial consultants present, met and discussed the status of the proposed Ascent Capital tender offer and the proposed Monitronics exchange offer and consent solicitation. Following an extensive discussion with the Prior Financial Advisors, Baker Botts (including as to their assessment of the merits of, and risks associated with, the Ascent Capital Convertible Noteholder Action) and the financial consultants (including as to their view of Monitronics' business plan and likelihood of successful execution), the Ascent Capital board of directors determined, among other things, to approve the launch of Ascent Capital the tender offer and the Monitronics exchange offer and consent solicitation on the terms and conditions presented to the Ascent Capital board of directors, including the use of Ascent Capital's cash in connection with the acquisition of the Senior Notes. Shortly thereafter, Ascent Capital launched its tender offer for the Ascent Capital Convertible Notes and Monitronics launched the exchange offer and consent solicitation for the Senior Notes (without the support of the Ad Hoc Senior Noteholder Group).

        In September 2018, the Chancery Court directed the parties to engage in discovery in advance of a hearing on the plaintiffs' motion for a preliminary injunction. Accordingly, management and the financial consultants prepared for and participated in depositions relating to the Ascent Capital Convertible Noteholder Action.

        Management and representatives of Baker Botts, as legal counsel to Ascent Capital, and Latham, as legal counsel to Monitronics, engaged in further negotiations with the Ad Hoc Senior Noteholder Group and their advisors in September 2018 regarding the terms of the outstanding Ascent Capital tender offer and Monitronics exchange offer and consent solicitation. As a result of these negotiations, management and certain members of the Ad Hoc Senior Noteholder Group determined to pursue the negotiation and execution of a transaction support agreement among Ascent Capital, Monitronics, and members of the Ad Hoc Senior Noteholder Group holding at least 65% aggregate principal amount of Senior Notes, pursuant to which such noteholders would agree to participate in a transaction (the "Second Lien Exchange Transaction") in which Monitronics would make an offer to eligible holders of the Senior Notes to exchange outstanding Senior Notes for new second lien notes that would be issued by Monitronics (the "Second Lien Notes") and solicit the consent of such holders to certain amendments to the indenture governing the Senior Notes that would eliminate or waive substantially all restrictive covenants and events of default. Further, Monitronics would make an offer to eligible holders of the Ascent Capital Convertible Notes to exchange such Ascent Capital Convertible Notes for new third lien notes that would be issued by Monitronics (the "Third Lien Notes"). In addition, it was contemplated that Monitronics would seek to amend the Credit Facility to (i) permit, among other things, the issuance by Monitronics of the Second Lien Notes and Third Lien Notes and (ii) provide certain covenant relief for Monitronics. As further contemplated, (i) Monitronics would pay down a portion of the principal amount of the term loans outstanding under the Credit Facility with cash funded by Ascent Capital and (ii) the revolving loan commitments under the Credit Facility would be permanently decreased by approximately 15%.

        Additionally, to the extent the amendments to the Credit Facility were not approved by the requisite lenders, the parties discussed an alternative exchange offer that would not require any amendments to the Credit Facility (the "Alternate Offer") and would instead offer to eligible holders of the Senior Notes certain unsecured senior notes with pay-in-kind features and warrants. The proposed transaction support agreement also contemplated that such holders of the Senior Notes that became

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parties thereto would agree to support and fully participate in the Alternate Offer to eligible holders of the Senior Notes.

        On September 21, 2018, the Ascent Capital board of directors, with management and representatives of Baker Botts present, met to discuss the developments, options and considerations for the refinancing of Ascent Capital's and Monitronics' capital structure. At the meeting, management provided an update on the status of the Ascent Capital tender offer, the Monitronics exchange offer and consent solicitation and the Ascent Capital Convertible Note Holder Litigation, as well as updates regarding negotiations with the Ad Hoc Senior Noteholder Group regarding the transaction support agreement, the Second Lien Exchange Transaction and the Alternate Offer. The Ascent Capital board of directors determined, after it had been advised by management and Baker Botts, to terminate the Ascent Capital tender offer and Monitronics exchange offer and consent solicitation and instead enter into the transaction support agreement and pursue the Second Lien Exchange Transaction and the other transactions contemplated therein, with the support of members of the Ad Hoc Senior Noteholder Group holding approximately 66% of the outstanding principal amount of the Senior Notes. On September 24, 2018, Ascent Capital, Monitronics and such members of the Ad Hoc Senior Noteholder Group entered into the transaction support agreement, and promptly thereafter Ascent Capital and Monitronics terminated the then existing tender offer, exchange offer and consent solicitation, which at that time had only nominal participation.

        On September 27, 2018, management and Latham, as legal counsel to Monitronics, met with a team of financial advisors and counsel representing certain term loan lenders to discuss the Second Lien Exchange Transaction. The parties discussed how the terms of the transaction would address the Springing Maturity, create time for Monitronics to execute its business plan so as to maximize value and potentially capture a discount on the Ascent Capital Convertible Notes.

        In October 2018, management, representatives of Latham (as legal counsel to Monitronics), representatives of Baker Botts (as legal counsel to Ascent Capital), advisors to the term loan lenders and advisors to the Ad Hoc Senior Noteholder Group engaged in numerous discussions regarding the Second Lien Exchange Transaction. In addition, on October 16, 2018, the transaction support agreement was amended by the parties to, among other things, provide for certain contingencies and to extend the deadline before which those contingencies could be triggered, so that discussions could continue with the term loan lenders.

        On October 23, 2018, the Ascent Capital board of directors, with management and representatives from Baker Botts and the financial consultants present, met to discuss the status of the pending refinancing and the Ascent Capital Convertible Noteholder Action.

        On October 30, 2018, Ascent Capital, Monitronics, the executing members of the Ad Hoc Senior Noteholder Group and certain of lenders holding more than 50% of the outstanding term loans executed an amended and restated transaction support agreement which provided for a revised Second Lien Exchange Transaction coupled with amendments to the Credit Facility that would provide covenant relief for Monitronics. To the extent the amendments to the Credit Facility contemplated by the amended and restated transaction support agreement had been effected, the risk of receiving the Going Concern Qualification would have been eliminated.

        On November 3, 2018, the Ascent Capital board of directors, with management present, met to receive an update on the revised Second Lien Exchange Transaction.

        On November 5, 2018, Monitronics launched a revised exchange offer for all outstanding Senior Notes in exchange for new Monitronics senior secured cash/PIK notes due 2023 and a consent solicitation that would eliminate or waive substantially all restrictive covenants and events of default thereunder consistent with the terms of the amended and restated transaction support agreement.

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        On November 13, 2018, Monitronics executed an amendment to the Credit Facility consistent with the terms of the amended and restated transaction support agreement.

        On November 20, 2018, upon expiration of the exchange offer, Monitronics had not received sufficient tenders in the exchange to adequately eliminate the risk of receiving the Going Concern Qualification and related cross-defaults. Accordingly, management determined to pursue further discussions relating to alternative refinancing opportunities.

        On November 27, 2018, the Ascent Capital board of directors, with management present, met to discuss recent developments and potential next steps, including, among other things, a further amendment to the amended and restated transaction support agreement, the continuing risks associated with the Springing Maturity and the Going Concern Qualification and risk mitigation alternatives, third party capital investments, the terms of a potential tender offer for the Ascent Capital Convertible Notes, and the ongoing settlement negotiations with respect to the Ascent Capital Convertible Noteholder Action. The Ascent Capital board of directors also authorized management to interview financial advisors that specialized in distressed debt restructuring, including out of court settlements and prepackaged reorganization cases under the U.S. Bankruptcy Code in connection with a potential restructuring of Monitronics' capital structure and to interview investment bankers that specialize in strategic transactions.

        On November 29, 2018 and November 30, 2018, management met with and interviewed financial advisors that specialize in distressed debt restructuring.

        During the week of December 10, 2018, management interviewed multiple investment banking firms that specialize in strategic transactions to solicit advice on potential strategic alternatives. During these discussions, the respective parties considered a potential sale of Monitronics and other investment and strategic opportunities and concluded that a sale of Monitronics would be challenging under the circumstances.

        Ultimately, of the firms interviewed by Ascent Capital and Monitronics, Moelis & Company LLC (Moelis) was retained as financial advisor and investment banker to Monitronics in connection with, among other things, a potential restructuring or a strategic investment in or sale of Monitronics.

        On December 14, 2018, counsel for the term loan lenders that had executed the amended and restated transaction support agreement delivered written notice that Ascent Capital and Monitronics had breached the amended and restated transaction support agreement in not completing the exchange offer by the deadline set forth therein. In view of that development, management met with representatives of Moelis, Baker Botts and Latham, during the week of December 20, 2018, to review alternatives. On December 21, 2018, the Ascent Capital board of directors met to discuss the status of the exchange offer, strategy for settling the Ascent Capital Convertible Noteholder Action, repurchasing the Ascent Capital Convertible Notes and possible investments of Ascent Capital cash.

        On December 23, 2018, the term loan lenders that were parties to the amended and restated transaction support agreement terminated the agreement solely as to such term loan lenders based on the breaches asserted in the notice dated December 14, 2018. As a result, Monitronics terminated the exchange offer and consent solicitation. On December 26, 2018, Ascent Capital, Monitronics and the Ad Hoc Senior Noteholder Group mutually terminated the amended and restated transaction support agreement. Shortly thereafter, Monitronics and Ascent Capital terminated its engagement with the Prior Financial Advisors who had advised on the earlier failed exchanged offers.

        In January 2019, Ascent Capital announced that it had initiated a process to consider potential strategic alternatives, including an investment in Ascent Capital or its operating subsidiary, Monitronics. Moelis assisted Monitronics in its efforts to find a potential investor at Monitronics. Additionally, management conducted multiple management presentations with interested parties, as further described below. This process did not ultimately result in a strategic investment. Simultaneously, management

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worked with Moelis to evaluate various debt restructuring options. Ascent also began negotiations to retire the Ascent Capital Convertible Notes and dismiss the Ascent Capital Convertible Noteholder Action.

        In January 2019, the Ad Hoc Senior Noteholder Group met with members of management and their financial advisors. The parties discussed the terms of a potential restructuring of Monitronics under Chapter 11. After this meeting, negotiations with the Ad Hoc Senior Noteholder Group as well as term loan lenders advanced and would continue throughout the following months.

        On January 23, 2019, the Ascent Capital board of directors, with management and representatives of Moelis present on behalf of Monitronics, met to discuss strategy for settling the Ascent Capital Convertible Noteholder Action and the proposed restructuring of Monitronics. Further settlement negotiations with respect to the Ascent Capital Convertible Noteholder Action ensued over the following several weeks.

        During the week of February 4, 2019, management met with representatives from multiple private equity firms and potential strategic partners to discuss the potential investment in Monitronics. Management also renewed discussions with the term lenders and the Ad Hoc Senior Noteholder Group regarding potential restructuring proposals, continued to facilitate comprehensive due diligence with the term loan lenders and the Ad Hoc Senior Noteholder Group and their respective advisors, and continued to negotiate with holders of the Ascent Capital Convertible Notes. Additionally, the financial consultants began working directly with management and Latham, as Monitronics counsel, to prepare for the possible reorganization under Chapter 11.

        On February 6, 2019, management obtained the approval of the Ascent Capital board of directors to settle the Ascent Capital Convertible Noteholder Action and repurchase the Ascent Capital Convertible Notes. Management also provided the members of the Ascent Capital board with an update on strategic alternatives, and the proposed restructuring.

        On February 11, 2019, the Ascent Capital Convertible Noteholder Action was settled with the consent and participation of holders of approximately 78% of the outstanding principal of the Ascent Capital Convertible Notes. The settlement agreement provided for (i) the consent of the participating holders to certain amendments to the indenture governing the Ascent Capital Convertible Notes and (ii) the private repurchase by Ascent Capital of all Ascent Capital Convertible Notes held by such participating holders.

        On February 12, 2019, the Monitronics board of directors unanimously determined (i) to create two additional director seats; (ii) to appoint Sherman Edmiston III and Marc Beilinson as independent directors of the Monitronics board of directors to fill those seats; and (iii) to establish a special committee of the Monitronics board of directors, to which Messrs. Edmiston and Beilinson were appointed, in connection with the potential restructuring to provide more immediate direction to management and advisors between scheduled board meetings.

        On February 14, 2019, the transactions contemplated by the settlement agreement (including the amendment to the indenture under which the Ascent Capital Convertible Notes were issued) became effective.

        On February 19, 2019, Ascent Capital launched a tender offer for any and all outstanding Ascent Capital Convertible Notes (the "Ascent Notes Tender Offer"). The expiration time of the Ascent Notes Tender Offer was extended multiple times during February and March to allow discussions to continue with respect to Ascent's participation in a new potential restructuring support agreement for Monitronics and to obtain maximum participation with respect to the Ascent Notes Tender Offer.

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        On February 27, 2019, the Ascent Capital board of directors, with management present, met to discuss the terms of the potential restructuring and negotiations regarding the terms of the Ascent Notes Tender Offer.

        On February 28, 2019, management and representatives of Moelis and Latham met with the principals and professional advisors of the term loan lenders to discuss an amendment to the Credit Facility to avoid a default thereunder, to provide due diligence with respect to Monitronics and to continue negotiations regarding the terms of a restructuring support agreement.

        On February 28, 2019, the Monitronics board of directors, with management and representatives of Latham and Moelis present, met to discuss the status of negotiations regarding the potential restructuring.

        On March 14, 2019, the Monitronics board of directors, with management and representatives of Latham and Moelis present, met to discuss a restructuring proposal to be submitted to Monitronics' lenders and noteholders. After a discussion in which the participants discussed alternatives and compared the proposal to previous proposals considered, the Monitronics board of directors decided to submit the proposal to the lenders and noteholders.

        On March 21, 2019, the Ascent Capital board of directors met to discuss the terms of the Notes Tender Offer and on March 22, 2019, Ascent Capital entered into transaction support agreements with holders of approximately $19 million in aggregate principal amount of Ascent Capital Convertible Notes.

        On March 26, 2019, the Monitronics board of directors, with management and representatives of Latham, Moelis and the financial consultants present, met with the principals and professional advisors of the term loan lenders and the Ad Hoc Senior Noteholder Group to continue negotiations regarding the terms of a restructuring support agreement.

        On March 27, 2019, the Ascent Capital board of directors, with management and representatives of Baker Botts present, met and discussed the terms of the restructuring, the Ascent Notes Tender Offer, the possibilities of investing Ascent Capital cash into the restructuring or distributing such cash to Ascent Capital stockholders, and the status of the restructuring discussions. Additionally, representatives of Moelis in its capacity as an advisor to Monitronics were present and explained the overall restructuring process and the potential opportunity for Ascent to contribute cash in the proposed transaction.

        On March 29, 2019, Ascent Capital completed the Ascent Notes Tender Offer with nearly 100% participation of outstanding Ascent Capital Convertible Notes.

        On March 31, 2019, the Monitronics board of directors, with management and representatives of Latham and Moelis present, met to discuss ongoing negotiations and discussions with term loan lenders and noteholders and a potential forbearance agreement with such lenders and noteholders.

        On April 1, 2019, the Monitronics board of directors, with management and representatives of Latham and Moelis present, met to discuss the potential restructuring and review the terms of a proposal to be submitted to the term loan lenders and noteholders.

        On April 10, 2019, at Ascent Capital's request, B. Riley FBR, Inc. (B. Riley), which was previously engaged by management to testify in the Ascent Capital Convertible Noteholder Action and to advise the Ascent Capital board of directors on the possibility of participating in a Monitronics restructuring, provided discussion materials to the Ascent Capital board of directors, including a discounted cash flow analysis and enterprise valuation for Monitronics and a pro forma capital structure.

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        On April 12, 2019, the Ascent Capital board of directors, with management and representatives of Baker Botts present, met to discuss (i) the status of negotiations with respect to a Monitronics restructuring (with or without Ascent Capital's participation), (ii) the potential terms of Ascent Capital's participation in the restructuring and (iii) the alternatives available to Ascent Capital if it did not participate in the restructuring, including initiating a Delaware dissolution process for Ascent Capital and remaining an independent public company with limited cash resources and, thus, limited investment or strategic opportunities. In addition, management discussed with Ascent Capital's board of directors the extensive negotiations that had occurred over the prior few months with regard to Ascent Capital's potential participation in the restructuring, including that management had sought to negotiate additional value for the Ascent Capital shareholders (such as for the NOLs that Ascent Capital would contribute to a consolidated enterprise). Management also reported that (i) the creditors of Monitronics had a strong preference to pursue the restructuring without the participation of Ascent Capital (and its cash) and did not view any of Ascent Capital's assets, other than its cash, to have any material value, (ii) the only way the creditors of Monitronics would allow Ascent Capital to participate at all would be through a contribution of Ascent Capital's cash with the same economics afforded to Rights Offering participants and (iii) the value of Ascent Capital's NOLs was arguably de minimis to a combined enterprise because the operating business was not projected to produce operating income in the near term and a very significant portion of Monitronics' own NOLs would remain post-restructuring, even after reduction by any cancellation of debt income produced as a result of the restructuring, regardless of the proposed merger with Ascent. Following an extensive discussion, the Ascent Capital board of directors approved Ascent Capital's participation in the restructuring, including by merger.

        During the next four weeks, Ascent Capital continued to negotiate the terms of its participation in the restructuring through the merger and prepare the necessary documentation for securing Ascent Capital stockholder approval of the merger. Also during this time, multiple discussions were held among the advisors to Monitronics, term loan lenders and the Ad Hoc Senior Noteholder Group as negotiations proceeded, and multiple drafts of the operative documents were exchanged among the advisors.

        On May 5, 2019, the Monitronics board of directors, with management and representatives of Latham and Moelis present, met to discuss ongoing negotiations and discussions with term loan lenders and noteholders, negotiations with prospective lenders regarding financing during and after a restructuring process, and the proposed merger with Ascent Capital in connection with a restructuring. In addition, representatives of Latham and Moelis explained the timing and mechanics of a restructuring process and potential risks to implementation of an agreed upon restructuring.

        On May 9, 2019, management updated the Ascent Capital board of directors on certain technical elements of the proposed merger, including that B. Riley was working to complete the necessary diligence to render a fairness opinion to support the board in its approval of the related merger agreement and an update on the status of the ongoing negotiations regarding the terms of the restructuring. Management also addressed that, should Ascent Capital fail to get an extension from NASDAQ, its Series A Common Stock would be delisted from NASDAQ on June 7, 2019, and that a market maker had been engaged to make a market for the Series A Common Stock on the OTC Markets, should the delisting occur (as well as make a market in the Restructured Monitronics common stock following the completion of the restructuring).

        On May 10, 2019, the Monitronics board of directors, with management and representatives of Latham and Moelis present, met to discuss ongoing negotiations and discussions with term loan lenders and noteholders, including discussions regarding extensions of the terms of forbearance agreements, as well as negotiations with respect to financing during and after a restructuring process.

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        On May 15, 2019, the Ascent Capital board of directors, with management and representatives of Baker Botts and B. Riley present, met to review and consider (i) a summary of Ascent Capital's proposed participation in the restructuring, (ii) risks to Ascent Capital's ability to participate in the restructuring due to, among other things, the requirement of the creditor parties to the RSA that the RSA include an end-date by which Ascent Capital must be able to participate or the restructuring would proceed without the completion of the merger, and (iii) the alternatives available to Ascent Capital (including the possibility of completing a dissolution process under Delaware law or remaining a stand-alone public company and potentially engaging in mergers and acquisitions) if it did not participate in the restructuring through the merger for any reason. After due consideration and consultation with its advisors, including as to the matters described in the section entitled "The Merger—Ascent Capital's Reasons for the Merger; Recommendation of the Ascent Capital Board of Directors," as well as obtaining the opinion of B. Riley, dated as of May 15, 2019, to the effect that, as of the date thereof and subject to the qualifications, limitations and assumptions set forth therein, the merger exchange ratio is advisable, fair to and in the best interests of Ascent Capital and its stockholders, the Ascent Capital board of directors unanimously determined that participating in the restructuring through the merger on the terms set forth in the most recent draft of the RSA was in the best interests of Ascent Capital and its stockholders and authorized management to execute the RSA and finalize a definitive merger agreement on such terms.

        On May 19, 2019, the Monitronics board of directors met with representatives of Latham and Moelis, and discussed the ongoing negotiations and discussions with respect to a restructuring. The board of directors unanimously approved and authorized resolutions authorizing Monitronics to enter into the RSA and the merger agreement.

        On May 20, 2019, the Debtors, Ascent Capital and certain noteholders and term lenders of the Debtors entered into the RSA, and, on May 21, 2019, Monitronics and Ascent Capital issued a joint press release announcing the restructuring, including the terms of the merger and the RSA.

        On May 24, 2019, the Ascent Capital board of directors unanimously (1) determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Ascent Capital and its stockholders and that it was in the best interests of Ascent Capital and its stockholders to enter into the merger agreement and perform the transactions contemplated thereby, (2) approved and declared advisable the merger agreement and Ascent Capital's execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, and (3) resolved to submit the merger agreement to Ascent Capital's stockholders and to recommend approval of the adoption of the merger agreement by such stockholders. Thereafter, Ascent Capital and Monitronics executed and delivered the merger agreement.

Ascent Capital's Reasons for the Merger; Recommendations of the Ascent Capital Board of Directors

        In evaluating the merger, the Ascent Capital board of directors consulted with Ascent Capital's management, as well as with Ascent Capital financial and legal advisors. In reaching its conclusion to approve and declare advisable the merger agreement as of May 24, 2019 and the transactions it contemplates, the Ascent Capital board of directors considered a variety of factors including the following that the Ascent Capital board of directors viewed as generally supporting its decision to approve the merger agreement and the transactions it contemplates:

    the fact that Monitronics will be forced to file for bankruptcy and the senior creditors of Monitronics will complete a restructuring in the Chapter 11 Cases that will eliminate Ascent Capital's equity in Monitronics, leaving no opportunities for participation by or consideration for Ascent Capital stockholders (absent the merger);

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    the fact that, absent the merger and assuming the completion of the restructuring, (i) Ascent Capital's sole remaining assets will be comprised of cash on hand (which is expected to be approximately $23.0 million or less as of the Effective Date) and approximately $72 million of NOLs (which would present nominal benefit to an acquirer due to the limitations on their use under the Code (including under Section 382 thereof)), (ii) Ascent Capital will have no other source of revenue from which to fund its own operating expenses (including its public reporting requirements) or to offset these expenses during the pendency of a sale or dissolution process (as further described below), which will result in the further depletion of its remaining cash, and (iii) Ascent Capital's common stock will be delisted from Nasdaq resulting in limited liquidity for its stockholders, and there can be no assurance that Ascent Capital common stock will be quoted on the OTC Markets;

    the fact that participation in the merger was the only way for Ascent Capital to afford its stockholders the opportunity to choose between (i) selling their shares pre-merger in a liquid market or (ii) participating in the potential upside in the value of Restructured Monitronics on the same favorable terms provided to the Noteholders pursuant to the Rights Offering;

    the views of Ascent Capital management, taking into account the views of its advisors, that the alternatives available to Ascent Capital if the merger were not to be completed were less desirable from the perspective of the Ascent Capital stockholders (lacking any of the benefits outlined immediately above) than participation in the restructuring, with the two alternatives consisting of Ascent Capital either:

    remaining a standalone entity with limited ability to pursue strategic merger and acquisition activity due to its limited assets (consisting primarily of its remaining cash on hand and NOLs) and the limitations under the Code (including Section 382 thereof) on the use of its NOLs by an acquirer, as well as its limited access to the capital markets and lack of operational infrastructure due to its historical, cost-efficient reliance on the Monitronics employee base, or

    engaging in a statutory dissolution process under Delaware law (rarely executed by public companies), with no assurance that the process could be completed within 12 months of filing, no assurance that a liquid market for Ascent Capital's shares would be available during such time and with the knowledge that the dissolution process would result in the distribution of an aggregate amount of cash to the Ascent Capital stockholders that would be substantially lower than the approximate $23 million projected to be on hand as of the Effective Date due to the costs and expenses of completing such a process and the reserves that would be required by law to be held back from any distribution to account for the possibility of contingent liabilities;

    its familiarity and understanding of Monitronics' business, operations, management, financial condition, earnings and prospects (both before and after the restructuring), and its belief in the long-term growth and viability of the business after giving effect to the restructuring;

    the fact that the merger (if completed) would occur substantially contemporaneously with the restructuring and the resulting improvement in Restructured Monitronics' capital structure relative to Monitronics' and Ascent Capital's current capital structures;

    its review with management and its advisors of the merger agreement and the financial and other terms of the merger, including the exchange ratio;

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    its review and understanding of the terms of the RSA and the transactions contemplated by the RSA, with particular consideration given to:

    the fact that completion of the merger was not a condition precedent to the effectiveness of a restructuring under the RSA;

    the restructuring of Monitronics on a tax-efficient basis;

    the settlement expected to be contained in the Plan that is expected to, among other things, eliminate the risks to Ascent Capital associated with the asserted claims, and the risks to Monitronics and its subsidiaries associated with their respective litigation exposure; and

    the fact that the RSA represented a consensual settlement that had been heavily negotiated by the Debtors and certain of their creditors;

    the fact that Ascent Capital's stockholders will receive approximately 5.82% of the pro forma equity of Restructured Monitronics on a fully diluted basis after issuance of shares to the Debtors' creditors under the Plan as described in the RSA (assuming no exercise of the cash-out election by any creditors and without giving effect to any management incentive plan that may be adopted in connection with the restructuring), as opposed to Ascent Capital and its stockholders receiving no equity in Restructured Monitronics and Ascent Capital having to pay the toggle contribution as a result of a non-Ascent restructuring (which would diminish Ascent Capital's cash);

    the financial analysis reviewed by representatives of B. Riley FBR, Inc. (B. Riley) with the Ascent Capital board, and the oral opinion of B. Riley to the Ascent Capital board of directors (which was confirmed in writing by delivery of B. Riley's written opinion dated May 15, 2019), to the effect that, as of the date of such opinion, and subject to the assumptions, limitations and conditions set forth therein, the exchange ratio was fair, from a financial point of view, to the holders of Ascent Capital common stock, as more fully described in the section entitled "Proposal 1: Adoption of the Merger Agreement and Approval of the Merger—Opinion of Financial Advisor to Ascent Capital Board of Directors"; and

    the fact that the merger is intended to constitute a "reorganization" within the meaning of Section 368(a) of the Code, and that the closing of the merger is conditioned on Ascent Capital's receipt of an opinion from Baker Botts L.L.P. that the merger should be so treated.

        The Ascent Capital board of directors also considered a variety of uncertainties, risks and other potential negative factors, including, among others, and not necessarily in order of relative importance:

    the possibility that the conditions to the merger may not be satisfied on a timely basis or at all, including for reasons beyond the control of Ascent Capital or Monitronics (such as the failure by Ascent Capital to obtain the requisite approval of the Ascent Capital stockholders prior to 65 days after the Petition Date), and that a non-Ascent restructuring would instead occur, as a result of which (i) Ascent Capital would be required to pay the toggle contribution to Restructured Monitronics, as more fully described in the section entitled "The Restructuring and the Restructuring Support Agreement—Non-Ascent Restructuring", depleting Ascent Capital's remaining cash, and (ii) Ascent Capital would be faced with choosing between the two alternatives described above (i.e., remaining a stand-alone or engaging in a dissolution process);

    the fact that the Plan will be subject to a number of conditions that are not under Ascent Capital's control, and that there can be no assurance that all conditions of the Plan will be satisfied, including whether the lender approvals needed to complete the restructuring will be obtained in a timely manner;

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    the risk that because the exchange ratio is fixed and the terms of the Plan may be changed by the Bankruptcy Court, the Ascent Capital board cannot be certain of the market value of the merger consideration until completion of the merger and the restructuring;

    the fact that the Ascent Capital stockholders would not receive any value in the merger associated with approximately $72 million of NOLs allocable to Ascent Capital, due to the term loan lenders and bondholders of Monitronics ascribing no incremental value to them as a result of the significantly higher amount of NOLs allocable to Monitronics and its subsidiaries (approximately $700 million, a significant portion of which should remain even after the restructuring) as well as Monitronics' anticipated net losses in the near future;

    the risk that the operating business of the Restructured Monitronics does not perform in accordance with management's expectations and that the value of the consideration being delivered to the Ascent Capital stockholders in the merger is less than the value that could have been available to them if Ascent Capital pursued one of its two available alternatives (i.e., remained a stand-alone entity or engaged in a dissolution process);

    the incurrence of potential expenses and transaction costs related to the merger and restructuring, including in connection with any litigation that may result from the announcement or pendency of the merger and restructuring;

    the interests of Ascent Capital's directors and executive officers in the transaction (see "Interests of Certain Persons in the Transaction—Interests of Ascent Capital Directors and Executive Officers in the Merger"); and

    the risks of the type and nature described under the caption "Risk Factors" and the matters described under the caption "Cautionary Statement Regarding Forward-Looking Statements."

        The foregoing discussion of the information and factors considered by the Ascent Capital board of directors is not intended to be exhaustive but, in the view of Ascent Capital, includes all material factors considered by the Ascent Capital board of directors. In view of the wide variety of factors considered and the complexity of these matters, the Ascent Capital board of directors did not assign relative weights to the above factors or the other factors considered by it. In addition, the Ascent Capital board of directors did not reach any specific conclusion on each factor considered, but conducted an overall analysis of these factors. Individual members of the Ascent Capital board of directors may have given different weights or merit to different factors.

        Based on the factors outlined above, the Ascent Capital board of directors has unanimously (1) determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Ascent Capital and its stockholders and that it was in the best interests of Ascent Capital and its stockholders to enter into the merger agreement, (2) approved and declared advisable the merger agreement and Ascent Capital's execution, delivery and performance of the merger agreement and the consummation of the transactions contemplated thereby, and (3) resolved to submit the merger agreement to Ascent Capital's stockholders and to recommend that Ascent Capital's stockholders vote "FOR" the approval of the adoption of the merger agreement.

Opinion of Ascent Capital's Financial Advisor

        On May 15, 2019 B. Riley rendered a written opinion to the Ascent Capital board of directors to the effect that, as of May 15, 2019, based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, as set forth in the written opinion, and other matters considered by B. Riley in preparing its opinion, the exchange ratio was fair, from a financial point of view, to holders of Ascent Capital common stock.

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        The opinion was directed to the Ascent Capital board of directors and only addressed the fairness from a financial point of view of the exchange ratio and does not address any other aspect or implication of the merger agreement or the transactions it contemplates. The summary of the opinion is qualified in its entirety by reference to the full text of its opinion, which is included as Appendix B to this document and sets forth the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by B. Riley in preparing its opinion. However, neither B. Riley's opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Ascent Capital board of directors or any stockholder as to how to act or vote with respect to the merger or related matters.

        B. Riley's opinion does not express any opinion or recommendation as to any terms of the restructuring, or the Plan.

        In arriving at its opinion, B. Riley, among other things:

    Reviewed the merger agreement provided in draft form;

    Reviewed the RSA provided in draft form;

    Reviewed historical and projected financial data as well as certain operating and financial information relating to Monitronics' businesses, all as prepared and provided by Management;

    Held discussions with Management concerning their evaluations of the proposed merger, including the business, financial condition, and strategic objectives of Monitronics, as well as other such matters as we deemed necessary or appropriate for purposes of rendering the opinion;

    Reviewed certain publicly available financial data, stock market performance data, and trading multiples of companies which we deemed to be generally comparable to Monitronics;

    Reviewed the publicly available financial terms of certain other business combinations that we deemed to be relevant in industries similar to those in which Monitronics participate and the consideration received for such companies that we believe to be generally relevant;

    Reviewed various other financial analyses on Monitronics and Ascent Capital on a standalone and pro forma combined basis;

        B. Riley relied upon and assumed, without independent verification, the accuracy and completeness of all data, material and other information furnished, or otherwise made available, to B. Riley, discussed with or reviewed by B. Riley, or publicly available, and did not assume any responsibility with respect to such data, material and other information. In addition, the respective management of Ascent Capital and Monitronics advised B. Riley, and B. Riley assumed, that the financial projections reviewed by B. Riley were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such managements as to the future financial results and condition of (1) Ascent Capital and Monitronics, respectively, and (2) B. Riley expressed no opinion with respect to such projections or the assumptions on which they are based. B. Riley relied upon and assumed that the Plan will be implemented upon consummation of the merger, and B. Riley expressed no opinion regarding any other portion or aspect of the merger in the event the Plan is materially less advantageous than the contemplated by the RSA. B. Riley relied upon and assumed, without independent verification, that there was no change in the business, assets, liabilities, financial condition, results of operations, cash flows or prospects of Ascent Capital or Monitronics since the respective dates of the most recent information, financial or otherwise, provided to B. Riley that would be material to B. Riley's analyses or its opinion, and that there was no information or any facts that would make any of the information reviewed by B. Riley incomplete or misleading.

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        B. Riley relied upon and assumed, without independent verification, that (a) the representations and warranties of all parties to the agreements identified above and all other related documents and instruments that are referred to therein were true and correct, (b) each party to all such agreements and such other related documents and instruments would fully and timely perform all of the covenants and agreements required to be performed by such party (other than those relating to the Plan), (c) all conditions to the consummation of the transactions contemplated by the merger agreement would be satisfied without waiver thereof (other than those relating to the Plan), and (d) the transactions contemplated by the merger agreement would be consummated in a timely manner in accordance with the terms described in all such agreements and such other related documents and instruments (other than those relating to the Plan), without any amendments or modifications thereto that would be material to B. Riley's analyses or its opinion. B. Riley relied upon and assumed, without independent verification, that (1) the transactions contemplated by the merger agreement would be consummated in a manner that complies in all respects with all applicable federal and state statutes, rules and regulations, and (2) all governmental, regulatory, and other consents and approvals necessary for the consummation of the transactions contemplated by the merger agreement would be obtained and that no delay, limitations, restrictions or conditions would be imposed or amendments, modifications or waivers made that would result in the disposition of any assets of Ascent Capital or Monitronics, or otherwise have an effect on the transactions contemplated by the merger agreement or Ascent Capital or Monitronics or any expected benefits of the transactions contemplated by the merger agreement that would be material to its analyses or its opinion. In addition, B. Riley relied upon and assumed, without independent verification, that the final forms of any draft documents identified above would not differ in any material respect from the drafts of said documents.

        Furthermore, in connection with the opinion, B. Riley was not requested to make, and did not make, any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (fixed, contingent, derivative, off-balance-sheet or otherwise) of Ascent Capital, Monitronics or any other party, nor was B. Riley provided with any such appraisal or evaluation. B. Riley did not estimate, and expressed no opinion regarding, the liquidation value of any entity or business. B. Riley did not undertake an independent analysis of any potential or actual litigation, regulatory action, possible unasserted claims or other contingent liabilities, to which Ascent Capital or Monitronics is or may be a party or is or may be subject, or of any governmental investigation of any possible unasserted claims or other contingent liabilities to which Ascent Capital or Monitronics is or may be a party or is or may be subject.

        The opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to B. Riley as of, the date thereof. B. Riley did not undertake, and is under no obligation, to update, revise, reaffirm or withdraw its opinion, or otherwise comment on or consider events occurring or coming to its attention after the date thereof. B. Riley did not express any opinion as to what the value of Monitronics common stock actually would be when issued pursuant to the merger or the price or range of prices at which Monitronics common stock may be purchased or sold at any time.

        The opinion was furnished for the use of the Ascent Capital board of directors (in its capacity as such) in connection with its evaluation of the merger agreement and the transactions it contemplates and may not be used for any other purpose without B. Riley's prior written consent. B. Riley's opinion should not be construed as creating any fiduciary duty on B. Riley's part to any party. B. Riley's opinion was not intended to be, and does not constitute, a recommendation to the Ascent Capital board of directors, Monitronics, any security holder or any other party as to how to act or vote with respect to any matter relating to the merger agreement or the transactions it contemplates or otherwise.

        B. Riley was not requested to opine as to, and its opinion did not express an opinion as to or otherwise address, among other things: (1) the underlying business decision of Ascent Capital, their

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respective security holders, or any other party to proceed with or effect the transactions contemplated by the merger agreement, including, without limitation, whether to proceed with the Plan, (2) the terms of any arrangements, understandings, agreements or documents related to, or the form, structure or any other portion or aspect of, the merger agreement or the transactions it contemplates or otherwise, including, but not limited to, any potential terms or structure of the merger (other than the exchange ratio to the extent expressly specified therein), or any terms of the Plan, (3) the fairness of any portion or aspect of the transactions contemplated by the merger agreement to the holders of any class of securities, creditors or other constituencies of Ascent Capital, Monitronics, or to any other party, except the holders of Ascent Capital common stock, (4) the relative merits of the transactions contemplated by the merger agreement as compared to any alternative business strategies or transactions that might be available for Ascent Capital, Monitronics or any other party, including, without limitation, whether to proceed with the Plan, (5) the fairness of any portion or aspect of the merger agreement or the transactions it contemplates to any one class or group of Ascent Capital's, Monitronics', or any other party's security holders or other constituents vis-à-vis any other class or group of Ascent Capital's, Monitronics' or such other party's security holders or other constituents (including, without limitation, the allocation of any consideration amongst or within such classes or groups of security holders or other constituents), (6) whether or not Ascent Capital, Monitronics, their respective security holders or any other party is receiving or paying reasonably equivalent value in the transactions contemplated by the merger agreement, (7) the solvency, creditworthiness or fair value of Ascent Capital, Monitronics, or any other participant in any transactions contemplated by the merger agreement or any of their respective assets, under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, or under the Plan, or (8) the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation to or consideration payable to or received by any officers, directors or employees of any party to the merger agreement or the transactions it contemplates, any class of such persons or any other party, relative to the exchange ratio or otherwise. Furthermore, no opinion, counsel or interpretation was intended in matters that require legal, regulatory, accounting, insurance, tax or other similar professional advice. B. Riley assumed that such opinions, counsel or interpretations were or will be obtained from the appropriate professional sources. Furthermore, B. Riley relied, with the consent of the Ascent Capital board of directors, on the assessments by Ascent Capital, Monitronics and their respective advisors, as to all legal, regulatory, accounting, insurance and tax matters with respect to Ascent Capital, Monitronics and the merger agreement and the transactions it contemplates or otherwise. The issuance of B. Riley's opinion was approved by a committee authorized to approve opinions of such nature.

        In preparing its opinion to the Ascent Capital board of directors, B. Riley performed a variety of analyses, including those described below. The summary of B. Riley's analyses is not a complete description of the analyses underlying B. Riley's opinion. The preparation of a fairness opinion is a complex process involving various quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytical methods employed and the adaptation and application of these methods to the unique facts and circumstances presented. As a consequence, neither a fairness opinion nor its underlying analyses is readily susceptible to summary description. B. Riley arrived at its opinion based on the results of all analyses undertaken by it and assessed as a whole and did not draw, in isolation, conclusions from or with regard to any individual analysis, methodology or factor. Accordingly, B. Riley believes that its analyses and the following summary must be considered as a whole and that selecting portions of its analyses, methodologies and factors or focusing on information presented in tabular format, without considering all analyses, methodologies and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying B. Riley's analyses and opinion. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques.

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        B. Riley's analyses involved judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond the control of Ascent Capital or Monitronics, such as the impact of competition on the business of Ascent Capital or Monitronics and on the industry generally, industry growth and the absence of any material change in the financial condition and prospects of Ascent Capital or Monitronics or the industry or in the markets generally. No company, transaction or business used in B. Riley's analyses for comparative purposes is identical to Ascent Capital or Monitronics or the proposed merger and an evaluation of the results of those analyses is not entirely mathematical. B. Riley believes that mathematical derivations (such as determining average and median) of financial data are not by themselves meaningful and should be considered together with qualities, judgments and informed assumptions. The estimates of implied reference range values indicated by B. Riley's analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by the analyses. In addition, any analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold, which may depend on a variety of factors, many of which are beyond the control of Ascent Capital or Monitronics. Much of the information used in, and accordingly the results of, B. Riley's analyses are inherently subject to substantial uncertainty.

        The following is a summary of the material analyses reviewed by B. Riley with the Ascent Capital board of directors in connection with its opinion. The order of the analyses does not represent relative importance or weight given to those analyses by B. Riley. The analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the analyses. Considering the data in the tables below without considering the full narrative description of the analyses, as well as the methodologies underlying, and the assumptions, qualifications and limitations affecting, each analysis, could create a misleading or incomplete view of B. Riley's analyses.

        For purposes of its analyses, B. Riley reviewed a number of financial and operating metrics, including:

    Enterprise Value calculated as the value of the relevant company's outstanding equity securities (taking into account its convertible securities and other rights to acquire equity securities) based on the relevant company's closing stock price, or equity value, plus net debt (calculated as outstanding indebtedness, preferred stock and capital lease obligations less the amount of cash on its balance sheet), as of a specified date;

    Earnings before interest, taxes, depreciation, and amortization, or EBITDA;

    Pre-Subscriber Acquisition Cost (SAC) Adj. EBITDA;

    Earnings before interest, taxes, depreciation and amortization, adjusted for certain non-recurring and non-cash items, or Adjusted EBITDA;

    Adjusted EBITDA less capital expenditures, or Pre-Tax Unlevered Cash Flow; and

    Pre-Tax Unlevered Cash Flow less interest expenses and cash taxes, or Levered Free Cash Flow.

        Unless the context indicates otherwise, each of (1) historical financial information for the most recently completed twelve month period for which financial information had been made public (LTM) and (2) projected financial information for each company, to the extent applicable, excluded (a) the effects of gains on debt repurchases, (b) stock-based compensation expenses and long-term incentive programs, (c) impairment charges, (d) gains on sales of assets and (e) severance costs.

Discounted Cash Flow

    The DCF approach utilizes the concept that the value of a business is best represented by the present value of the estimated cash flow streams it can generate in the future. The estimated cash flow streams of a business enterprise are then adjusted to reflect the time value of money as well as the associated business and economic risks of that enterprise

    While the DCF approach is the most theoretically valid approach, it relies on the ability of the subject company's management to forecast cash flows with reasonable accuracy and assess the risk associated with those cash flows

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    The cost of capital is derived utilizing a model of expected returns as a function of risk and then applied to the different terminal value scenarios within a calculated range to arrive at the net present value for each respective scenario

    B. Riley performed a discounted cash flow analysis of Reorganized Monitronics by calculating the estimated net present value of the unlevered, after-tax free cash flows that Reorganized Monitronics is forecasted to generate from January 1, 2019 through December 31, 2023 based on internal estimates provided by Monitronics' management. B. Riley calculated terminal values for Reorganized Monitronics by applying a 5.5x - 6.0x multiple on fiscal year 2023 projected Pre-SAC Adj. EBITDA. The present values of the cash flows and terminal values were then calculated using discount rates ranging from 6.5% to 9.4%. The discounted cash flow analysis indicated an implied enterprise value from operations reference range of approximately $1.52 billion to $1.84 billion.

GRAPHIC

Precedent Transactions

    Precedent transaction multiples associated with recent relevant acquisitions were reviewed for indications of relative value in change of control transactions, with a focus on Recurring Monthly Revenue (RMR) and EBITDA multiples

    The selected acquisitions are deemed to be relevant by virtue of similarities in underlying business factors between the subject company and acquisition targets captured by the analysis

    Valuation multiples are observed as a function of revenue, RMR and EBITDA

      B. Riley reviewed Pre-SAC Adj. EBITDA and RMR multiples from selected precedent transactions. Based on observed transactions, B. Riley selected a Pre-SAC Adj. EBITDA multiple range of 6.0x - 6.5x, which implied an enterprise value range for Reorganized Monitronics of $2.00 billion to $2.16 billion.

      GRAPHIC

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Public Comparable Analysis

    The market approach utilizes ratios of enterprise to different measures of cash flow and earnings as an indication of relative value

    The stock prices are those of companies with similar investment and operational attributes to those of the company being valued

    B. Riley reviewed the landscape of public securities companies to find appropriate public comparable companies for Monitronics. B. Riley concluded the sole public traded comparable to Monitronics is ADT Inc. B. Riley compared the forecasted revenue growth, attrition rates margins between Reorganized Monitronics and ADT. Based on ADT's trading levels, B. Riley selected a Pre-SAC Adj. EBITDA multiple range of 5.0x - 5.5x, which implied an enterprise value range for Reorganized Monitronics of $1.67 billion to $1.83 billion.

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Valuation Summary

        After conducting the analysis listed above, B. Riley concluded an enterprise valuation range for Reorganized Monitronics of $1.52 billion -$1.85 billion. Under the projected capital structure, the implied Reorganized Monitronics equity value range would be $541.5 million - $871.5 million. Assuming 22.5 million shares of Reorganized Monitronics, the implied per share valuation range would be $24.07 - $38.73. For the purposes of the fairness opinion, B. Riley evaluated the low end of the exchange ratio range, which provided an implied value consideration per share of Ascent Capital common stock of $2.18 - $3.51.

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Stand-Alone Ascent Capital Valuation

        Management represented that there are only two alternatives available to Ascent Capital under the Non-Ascent Toggle Scenario, including (1) continuation as a publicly traded "shell company" and (2) liquidation. Under scenario 1, Ascent Capital continues as a standalone company whose only material assets include net balance sheet cash of approximately $20.0 million (net of liabilities, corresponding to the minimum Net Cash Amount), net operating loss carryforwards, and publicly traded unlisted shell. Under scenario 2, Liquidation of Ascent Capital over three-year period under the applicable Delaware statutes.

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Other Matters

        As compensation for the issuance of the opinion, B. Riley was paid a fee of $350,000. The Company also agreed to reimburse B. Riley's legal fees and expenses up to $50,000 and other reasonable out of pocket expenses up to $25,000.

        In September 2018, B. Riley was engaged to provide financial advisory and expert witness services relating to the ability of Monitronics to refinance an outstanding credit facility and certain convertible notes. As compensation for the provision of such services, B. Riley was paid a fee of $200,000. The Company also agreed to reimburse B. Riley's out of pocket expenses up to $15,000. In November 2018, the engagement was expanded to include additional financial advisory and expert witness testimony services. As compensation for the additional services, B. Riley was paid an additional fee of $75,000. In April 2019, the engagement was further expanded to include a DCF analysis of Monitronics and other financial advisory services. As compensation for the additional services, B. Riley was paid an additional fee of $50,000.

Monitronics' Reasons for the Merger

        Ascent Capital currently owns 100% of the capital stock of Monitronics. In connection with the transactions contemplated by the RSA, Ascent Capital negotiated an amount of Monitronics common stock to be received by Ascent Capital stockholders in exchange for the net cash of Ascent Capital, including approximately $23 million projected to be currently held by Ascent Capital as of the merger effective time. Such cash will be used by Restructured Monitronics to pay off additional amounts under a debtor-in-possession facility. The merger is being completed to facilitate the transaction contemplated by the RSA and to reflect the terms of the RSA.

        Based on the factors outlined above, the Monitronics board of directors has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Monitronics and its stockholders and unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement.

Unaudited Prospective Financial Information

        Ascent Capital does not as a matter of course make public projections as to future revenues, earnings, or other results. Ascent Capital is including certain unaudited prospective financial information in this proxy statement/prospectus solely because it was among the financial information made available to the Ascent Capital board of directors and Ascent Capital's financial advisor in connection with their respective evaluations of the merger and the restructuring and the other

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transactions contemplated by the merger agreement. However, this information is not fact and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue reliance on the prospective financial information.

        The unaudited prospective financial information is not being included in this proxy statement/prospectus in order to influence any stockholder to make an investment decision with respect to the merger or the restructuring, to influence any stockholder as to how to vote or act with respect to the merger or the other transactions contemplated by the merger agreement or to influence any of the Debtors' creditors with respect to the RSA or the Plan.

        The accompanying prospective financial information was not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information. The estimates and assumptions underlying the unaudited prospective financial information are inherently uncertain and, though considered reasonable by the management of Ascent Capital, as of the date of the preparation of such unaudited prospective financial information, are subject to a wide variety of significant business, economic, regulatory and competitive risks and uncertainties that could cause actual results to differ materially from those reflected in the unaudited prospective financial information, including, among other things, the matters described in the sections entitled "Cautionary Statement Regarding Forward-Looking Statements" and "Risk Factors" of this document and risks identified in other SEC filings that are incorporated by reference in this document. Accordingly, there can be no assurance that the unaudited prospective financial information will be indicative of the future performance of Ascent Capital or Monitronics or that actual results will not differ materially from those presented in the unaudited prospective financial information. Inclusion of the unaudited prospective financial information in this document should not be regarded as a representation by any person that the results contained in the unaudited prospective financial information will be achieved. The unaudited prospective financial information should not be relied upon as indicative of future results, and readers of this document are cautioned not to place undue reliance on this information. Further, the inclusion of the unaudited prospective financial information does not constitute an admission or representation by Ascent Capital that this information is material.

        Except as may be required by applicable law, Ascent Capital does not intend to update or otherwise revise the unaudited prospective financial information to reflect circumstances existing since the preparation of such unaudited prospective financial information or to reflect the occurrence of unanticipated events, including in the event that any of the underlying assumptions prove to be in error. Furthermore, Ascent Capital does not intend to update or revise the unaudited prospective financial information in this document to reflect changes in general economic or industry conditions.

        Neither Ascent Capital's independent auditors, nor any other independent accountants, have compiled, examined, or performed any procedures with respect to the prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

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    Prospective Financial Information

 
  Management Projections  
($ in millions)
  FY 2019E Plan   FY 2020E Plan   FY 2021E Plan   FY 2022E Plan   FY 2023E Plan  

GAAP Revenue

  $ 533   $ 531   $ 532   $ 545   $ 563  

Adjusted Total Operating Expenses

    255     257     264     272     278  

Adjusted EBITDA

    278     274     268     273     285  

Total Capital Expenditures

    159     172     186     198     206  

Unlevered FCF

    115     97     83     75     77  

Gross Expensed Subscriber Acquisition Costs

   
55
   
62
   
74
   
84
   
92
 

Revenue Associated with Subscriber Acquisition Cost

    21     27     32     38     43  

Expensed Subscriber Acquisition Cost, Net

    33     35     41     46     49  

EOP Accounts (in thousands)

   
879
   
868
   
873
   
886
   
906
 

EOP RMR

  $ 40   $ 39   $ 39   $ 40   $ 41  

Unit Attrition

    16 %   15 %   14 %   14 %   14 %

RMR Attrition

    17 %   16 %   15 %   15 %   15 %

Creation Multiple

    35x     33x     33x     32x     32x  

Material U.S. Federal Income Tax Consequences

        The following discussion summarizes certain material U.S. federal income tax consequences of the merger, the redomiciliation, and the ownership and disposition of shares of Monitronics common stock received pursuant to the merger applicable to holders of Ascent Capital common stock that exchange their shares of Ascent Capital common stock solely for shares of Monitronics common stock (and cash in lieu of fractional shares of Monitronics common stock) in the merger and do not exercise appraisal rights, but does not purport to be a complete analysis of all potential tax effects. This discussion is based upon the provisions of the Code, applicable Treasury regulations promulgated and proposed thereunder (the Treasury Regulations), Internal Revenue Service (IRS) rulings and pronouncements, and judicial decisions, all as of the date hereof and all of which are subject to change at any time, possibly with retroactive effect. The following discussion further assumes that the merger is consummated in accordance with the terms of the merger agreement and that the Plan is confirmed and consummated as described in the Plan as of the date hereof. We cannot assure you that the IRS will not challenge one or more of the tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling from the IRS with respect to the U.S. federal tax consequences of the merger.

        This discussion is limited to holders that hold their Ascent Capital common stock, and will hold their Monitronics common stock, as a "capital asset" within the meaning of Section 1221 of the Code (generally, property held for investment). Moreover, the effects of other U.S. federal tax laws (such as estate and gift tax laws) and any applicable state, local or foreign tax laws are not discussed. In addition, this discussion does not address all of the U.S. federal income tax considerations that may be relevant to a particular holder in light of the holder's particular circumstances, including the impact of the tax on net investment income imposed by Section 1411 of the Code, nor does it discuss the U.S. federal income tax consequences to certain types of holders subject to special treatment under U.S. federal income tax laws, including, without limitation:

    brokers or dealers in securities or currencies;

    traders in securities, commodities or currencies;

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    U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

    persons holding Ascent Capital common stock or Monitronics common stock as part of a hedge, straddle, conversion or other risk reduction transaction;

    persons that exercise appraisal rights with respect to the merger;

    U.S. expatriates and certain former citizens or long-term residents of the United States;

    banks, thrifts, insurance companies and other financial institutions;

    regulated investment companies and real estate investment trusts;

    persons subject to the alternative minimum tax;

    tax-exempt or governmental organizations;

    "controlled foreign corporations," "passive foreign investment companies," and corporations that accumulate earnings to avoid U.S. federal income tax;

    persons that received Ascent Capital common stock or Monitronics common stock through the exercise of an employee stock option, through a tax qualified retirement plan or otherwise as compensation;

    persons required for U.S. federal income tax purposes to conform the timing of income accruals with respect to the Ascent Capital common stock or Monitronics common stock to their financial statements under Section 451 of the Code; and

    partnerships, S corporations or other pass-through entities.

        If a partnership or other entity taxed as a partnership for U.S. federal income tax purposes holds shares of Ascent Capital common stock or Monitronics common stock, the tax treatment of the partners in the partnership generally will depend on the status of the particular partner in question, certain determinations made at the partner level and the activities of the partnership. A partner in such a partnership should consult its own tax advisors regarding the tax consequences of the merger to it.

        ASCENT CAPITAL STOCKHOLDERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE MERGER OR THE OWNERSHIP AND DISPOSITION OF MONITRONICS COMMON STOCK UNDER OTHER U.S. FEDERAL TAX LAWS (INCLUDING ESTATE AND GIFT TAX LAWS) OR UNDER THE LAWS OF ANY STATE, LOCAL OR FOREIGN JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.

Treatment of the Merger

        Ascent Capital and Monitronics intend for the merger to qualify as a "reorganization" within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes. The closing of the merger is conditioned, among other things, on Ascent Capital's receipt of an opinion from Baker Botts L.L.P., dated the closing date of the merger, to the effect that, based on facts, representations, assumptions and exclusions set forth or referred to in such opinion, and on U.S. federal income tax law as in effect as of the date of such opinion, the merger should be treated as a reorganization within the meaning of Section 368(a) of the Code. An opinion of counsel is not binding on the IRS or any court. In rendering its opinion, Baker Botts L.L.P. will rely on certain assumptions, including assumptions regarding the absence of changes in existing facts and the completion of the merger strictly in accordance with the merger agreement and this proxy statement/prospectus. The opinion will also rely upon certain representations and covenants made by the management of Ascent Capital and Monitronics and will assume these representations are true, correct and complete, and that Ascent Capital and Monitronics,

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as the case may be, will comply with these covenants (without waiver thereof). If any of these assumptions or representations is inaccurate in any way, or any of the covenants are not satisfied, the merger may not qualify as a "reorganization" within the meaning of Section 368(a) of the Code. Additionally, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to Ascent Capital and Monitronics' intended treatment of the merger. Ascent Capital stockholders should consult their own tax advisors regarding the possible treatment of the merger as a fully taxable transaction.

Material U.S. Federal Income Tax Consequences of the Merger to U.S. Holders

        The following summary applies to U.S. holders of Ascent Capital common stock or Monitronics common stock received pursuant to the merger. For purposes of this discussion, a "U.S. holder" is a beneficial owner of Ascent Capital common stock or Monitronics common stock received pursuant to the merger that is for U.S. federal income tax purposes:

    an individual who is a citizen or resident of the United States;

    a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, that was created or organized in or under the laws of the United States, any state thereof, or the District of Columbia;

    an estate the income of which is subject to U.S. federal income tax regardless of its source; or

    a trust that (x) is subject to the primary supervision of a court within the United States and the authority of one or more U.S. persons to control all substantial decisions of the trust or (y) has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

Material Tax Consequences if the Merger Qualifies as a Reorganization

        Assuming the merger is treated as a "reorganization" within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences of the merger to U.S. holders are as follows:

    a U.S. holder will not recognize gain or loss as a result of the exchange of such U.S. holder's Ascent Capital common stock for Monitronics common stock in the merger, except with respect to cash received in lieu of a fractional share of Monitronics common stock (as discussed below);

    a U.S. holder's aggregate tax basis in the Monitronics common stock received in the merger (including any fractional share of Monitronics common stock deemed received as described below) will equal the aggregate tax basis of the Ascent Capital common stock surrendered in the merger; and

    a U.S. holder's holding period for the Monitronics common stock received in the merger (including any fractional share of Monitronics common stock deemed received as described below) will include the U.S. holder's holding period for the Ascent Capital common stock surrendered in the merger.

        If a U.S. holder has acquired different blocks of Ascent Capital common stock at different times or at different prices, then such holder's tax basis and holding period in shares of Monitronics common stock received in the merger may be determined with reference to each block of Ascent Capital common stock. Any such U.S. holders should consult their tax advisors with regard to identifying the bases or holding periods of the particular Monitronics common stock received in the merger.

        If the merger qualifies as a reorganization, a U.S. holder that receives cash in lieu of a fractional share of Monitronics common stock in the merger generally will be treated as if the fractional share was issued and received in the merger and then immediately redeemed for cash. This deemed redemption of the fractional share of Monitronics common stock generally will result in recognition of capital gain or loss equal to the difference between the amount of cash received in such deemed redemption and the U.S. holder's tax basis allocated to such fractional share deemed redeemed.

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        Any such capital gain or loss recognized generally will be long-term capital gain or loss if the U.S. holder's holding period for the fractional share of Monitronics common stock is more than one year at the time of the deemed redemption. Long-term capital gains of certain non-corporate U.S. holders (including individuals) currently are generally eligible for reduced rates of U.S. federal income tax. The deductibility of capital losses is subject to limitations.

Material Tax Consequences if the Merger Does Not Qualify as a Reorganization

        In the event that the merger does not qualify as a reorganization, a U.S. holder generally will recognize an amount of taxable gain or loss equal to the difference between (1) the fair market value of the shares of Monitronics common stock and the amount of cash in lieu of a fractional share of Monitronics common stock received in the merger, and (2) the U.S. holder's adjusted tax basis in the Ascent Capital common stock exchanged therefor. Gain or loss must be calculated separately for each block of Ascent Capital common stock exchanged by such U.S. holder if such blocks were acquired at different times or for different prices.

        Any such gain or loss recognized generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. holder's holding period for the Ascent Capital common stock exchanged for the Monitronics common stock exceeds one year as of the effective date of the merger. Long-term capital gains of certain non-corporate U.S. holders (including individuals) currently are generally eligible for reduced rates of U.S. federal income tax. The deductibility of capital losses is subject to limitations.

        A U.S. holder's tax basis in shares of Monitronics common stock received pursuant to the merger will equal the fair market value of such Monitronics common stock at the effective time of the merger and the holding period for such Monitronics stock will begin on the date immediately following the effective date of the merger.

Distributions on Monitronics Common Stock

        The gross amount of any distribution made by Monitronics with respect to its common stock held by a U.S. holder generally will be includable in the income of the U.S. holder as dividend income to the extent that such distribution is paid out of the current or accumulated earnings and profits of Monitronics, as determined under U.S. federal income tax principles. Subject to certain limitations, U.S. corporations holding Monitronics common stock that receive dividends thereon generally will be eligible for a dividends-received deduction equal to a portion of dividends received, and non-corporate taxpayers generally will be eligible for reduced rates of taxation on dividends received if certain holding period requirements are satisfied. If the amount of any such distribution exceeds the current and accumulated earnings and profits of Monitronics as so computed, such excess first will be treated as a tax-free return of capital to the extent of the U.S. holder's adjusted basis in the Monitronics common stock with respect to which the distribution is made, and thereafter as capital gain from the sale or exchange of the Monitronics common stock.

Dispositions of Monitronics Common Stock

        A U.S. holder generally will recognize capital gain or loss for U.S. federal income tax purposes on the sale or disposition of any Monitronics common stock in an amount equal to the difference between the amount realized on such sale or other disposition and such U.S. holder's adjusted basis in the Monitronics common stock sold. Any such gain or loss will be long-term gain or loss if the U.S. holder held (or is treated as having held) the applicable Monitronics common stock for more than one year. Long-term capital gains of certain non-corporate U.S. holders (including individuals) currently are generally eligible for reduced rates of U.S. federal income tax. The deductibility of capital losses is subject to limitations.

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Material U.S. Federal Income Tax Consequences of the Merger to Non-U.S. Holders

        The following summary applies to non-U.S. holders of Ascent Capital common stock or Monitronics common stock received pursuant to the merger. For purposes of this discussion, a "non-U.S. holder" is a beneficial owner of Ascent Capital common stock or Monitronics common stock received pursuant to the merger that is, for U.S. federal income tax purposes, an individual, corporation, estate or trust and is not a U.S. holder.

Material Tax Consequences if the Merger Qualifies as a Reorganization

        Assuming the merger is treated as a "reorganization" within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences of the merger to non-U.S. holders generally will be the same as those for U.S. holders described above under "—Material U.S. Federal Income Tax Consequences of the Merger to U.S. Holders—Material Tax Consequences if the Merger Qualifies as a Reorganization."

        As discussed above, if the merger qualifies as a reorganization, a non-U.S. holder that receives cash in lieu of a fractional share of Monitronics common stock in the merger generally will be treated as if the fractional share was issued and received in the merger and then immediately redeemed for cash. The treatment of such deemed redemption is described below under "Material Tax Consequences if the Merger Does Not Qualify as a Reorganization, of the Receipt of Cash in Lieu of Fractional Shares, and of the Disposition of Monitronics Common Stock."

Material Tax Consequences if the Merger Does Not Qualify as a Reorganization, of the Receipt of Cash in Lieu of Fractional Shares, and of the Disposition of Monitronics Common Stock

        Subject to the discussions below under "—Information Reporting and Backup Withholding" and "—FATCA Withholding," any gain realized by a non-U.S. holder as a result of any sale, exchange or other disposition of Monitronics common stock received pursuant to the merger (including a deemed exchange by such non-U.S. holder of a fractional share of Monitronics common stock for cash in the merger) and, in the event the merger does not qualify as a reorganization, any gain realized by a non-U.S. holder as a result of the exchange of such non-U.S. holder's Ascent Capital common stock for Monitronics common stock (and cash in lieu of a fractional share of Monitronics common stock) in the merger generally will not be subject to U.S. federal income or withholding tax unless:

    the gain is "effectively connected" with a U.S. trade or business of such non-U.S. holder (and, if required by an applicable income tax treaty, is also attributable to a permanent establishment or fixed base in the United States maintained by such non-U.S. holder), in which case the non-U.S. holder generally will be subject to tax on such gain in the same manner as a U.S. holder and, if the non-U.S. holder is a foreign corporation, such corporation may be subject to branch profits tax at the rate of 30% (or such lower rate as may be specified by an applicable income tax treaty); or

    the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in the taxable year of the merger and certain other conditions are met, in which case the non-U.S. holder generally will be subject to tax at a flat rate of 30% on the gain, which may be offset by U.S.-source capital losses even though the non-U.S. holder is not considered a resident of the United States.

A non-U.S. holder also may be subject to U.S. federal income and withholding tax on any gain realized by the non-U.S. holder as a result of the exchange of such non-U.S. holder's Ascent Capital common stock in the merger (if the merger does not qualify as a reorganization) or a sale, exchange or other disposition of Monitronics common stock (including the deemed exchange of a fractional share of Monitronics common stock for cash) if Ascent Capital or Monitronics, as applicable, is or has been a

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"United States real property holding corporation" for U.S. federal income tax purposes (a USRPHC) during the shorter of (i) the non-U.S. holder's holding period or (ii) the 5-year period ending on the effective date of the merger or the sale, exchange or disposition of Monitronics common stock, as applicable. Ascent Capital and Monitronics each believes that it is not, has never been and will not become a USRPHC. Generally, a corporation is a USRPHC only if the fair market value of its U.S. real property interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plus certain other assets used or held for use in a trade or business. Non-U.S. holders should consult their tax advisors regarding the application of the USRPHC rules.

Distributions on Monitronics Common Stock

        Distributions by Monitronics with respect to its common stock that are treated as dividends paid, as described above under "—Material U.S. Federal Income Tax Consequences of the Merger to U.S. Holders—Distributions on Monitronics Common Stock," to a non-U.S. holder (excluding dividends that are effectively connected with the conduct of a trade or business in the United States by such non-U.S. Holder and are taxable as described below) will be subject to U.S. federal withholding tax, at a 30% rate (or lower rate provided under any applicable treaty). If a non-U.S. holder is engaged in a trade or business in the United States, and a dividend on Monitronics common stock is effectively connected with the conduct of such trade or business (and, if a treaty applies, is attributable to a permanent establishment or fixed base maintained by such non-U.S. holder in the United States), the non-U.S. holder generally will be subject to U.S. federal income tax on such dividend in the same manner as if it were a U.S. holder. Such non-U.S. holder will be required to provide to the applicable withholding agent a properly executed IRS Form W-8ECI (or appropriate substitute form) in order to claim an exemption from withholding tax. In addition, if such a Non-U.S. holder is a foreign corporation, it may be subject to a branch profits tax, at a 30% rate (or such lower rate provided by an applicable treaty), on its effectively connected earnings and profits for the taxable year, subject to certain adjustments.

Information Reporting and Backup Withholding

        Under certain circumstances, (i) payments to a U.S. holder of cash in lieu of fractional shares pursuant to the merger, distributions on Monitronics common stock, and proceeds from the sale, exchange or other disposition of Monitronics common stock may be subject to information reporting unless the U.S. holder is an exempt recipient and may be subject to backup withholding, unless such holder provides the applicable withholding agent with its taxpayer identification number and otherwise complies with all applicable requirements of the backup withholding rules, (ii) unless a non-U.S. holder certifies to its status as a non-U.S. holder and satisfies certain other requirements, or otherwise establishes an exemption, information reporting and backup withholding may apply to payments to such non-U.S. holder of cash in lieu of fractional shares made pursuant to the merger and proceeds from the sale, exchange or other disposition of Monitronics common stock, and (iii) payments to a non-U.S. holder of distributions on Monitronics common stock may be subject to information reporting (and copies of these information returns also may be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the non-U.S. holder is a resident) and, unless such non-U.S. holder certifies to its status as a non-U.S. holder and satisfies certain other requirements, backup withholding. Any amounts withheld under the backup withholding rules are not additional tax and generally will be allowed as a refund or credit against such holder's U.S. federal income tax liability provided that such holder timely furnishes the required information to the IRS.

FATCA Withholding

        Under Sections 1471 through 1474 of the Code and administrative guidance issued thereunder (FATCA), a 30% U.S. federal withholding tax may be imposed on certain payments to a foreign entity,

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including dividends paid on Monitronics common stock to a foreign entity, if such foreign entity fails to comply with certain information reporting requirements or other compliance provisions unless an exemption applies. Prior to the issuance of recently proposed Treasury Regulations, withholding taxes under FATCA might have applied to cash received in lieu of a fractional share of Monitronics common stock pursuant to the merger or the gross proceeds from the disposition of Monitronics common stock on or after January 1, 2019. However, under the proposed Treasury Regulations, such cash in lieu of a fractional share and gross proceeds are not subject to withholding taxes under FATCA. Taxpayers may rely on these proposed Treasury Regulations until they are revoked or final Treasury Regulations are issued.

Certain Tax Reporting Requirements

        The following requirements apply if the merger qualifies as a "reorganization" within the meaning of Section 368(a) of the Code. Each Ascent Capital stockholder that receives Monitronics common stock as a result of the merger will be required to retain records pertaining to the merger. Additionally, each holder of Ascent Capital common stock that is required to file a U.S. federal income tax return and is a "significant holder" that receives Monitronics common stock in the merger will generally be required to file a statement with such U.S. federal income tax return in accordance with Treasury Regulations Section 1.368-3 setting forth information regarding the parties to the merger, the date of the merger, and such holder's basis in, and the fair market value of, the Ascent Capital common stock exchanged in the merger. A "significant holder" includes, without limitation, holders of Ascent Capital common stock who, immediately before the merger, owned at least 5% (by vote or value) of the outstanding common stock of Ascent Capital if such stock is publicly traded (or at least 1% (by vote or value) of such stock if such stock is not publicly traded). Holders should consult their tax advisors as to whether they may be treated as a "significant holder."

The Redomiciliation

        Ascent Capital and Monitronics intend for the redomiciliation to be a tax-free transaction to Monitronics, U.S. holders and non-U.S. holders, in which case U.S. holders and non-U.S. holders should not recognize any gain or loss as a result of the redomiciliation and should have the same adjusted tax basis and holding period with respect to Monitronics common stock following the redomiciliation as before the redomiciliation.

        The preceding discussion is intended only as a summary of certain material U.S. federal income tax consequences of the merger to holders of Ascent Capital common stock, the ownership and disposition of Monitronics common stock received pursuant to the merger and the redomiciliation. It is not a complete analysis or discussion of all potential tax effects that may be important to a particular holder of Ascent Capital common stock or Monitronics common stock. All holders are strongly encouraged to consult their own tax advisors as to the specific tax consequences of the merger and the ownership and disposition of Monitronics common stock to them, including tax reporting requirements, and the applicability and effect of any federal, state, local and non-U.S. tax laws.

Accounting Treatment

        Pursuant to the RSA, the Debtors intend to commence the Chapter 11 Cases to consummate the restructuring pursuant to the Plan.

        In connection with its planned emergence from the Chapter 11 Cases, Monitronics intends to implement a series of internal reorganization transactions, authorized by the Plan, which will result in, among other things, a reduction in debt and increased capital for the emerging entity, Restructured Monitronics. In addition, substantially concurrently with the restructuring, Ascent Capital will merge with and into Monitronics, with Monitronics as the surviving company, in exchange for shares of

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Monitronics common stock, which is expected to represent less than 50% of the total voting shares of Restructured Monitronics upon emergence.

        Upon emergence from the Chapter 11 Cases, Restructured Monitronics expects to apply fresh-start reporting in accordance with Accounting Standards Codification (ASC) Topic 852, Reorganizations (ASC 852) in preparing its consolidated financial statements. Fresh-start reporting under ASC 852 is applicable if (i) the holders of existing voting common units of Monitronics receive less than 50% of the voting shares of the emerged entity, Restructured Monitronics, and (ii) the reorganization value of assets immediately prior to confirmation was less than the post-petition liabilities and allowed claims. ASC 852 requires that fresh-start reporting be applied when the Bankruptcy Court enters the Confirmation Order confirming the Plan, or as of a later date when all material conditions precedent to the effectiveness of the Plan are resolved. Upon the application of fresh-start reporting and the effects of the implementation of the Plan, a new entity for financial reporting purposes will be created.

        Upon adoption of fresh-start reporting, the reorganization value derived from the enterprise value will be assigned to Restructured Monitronics' assets and liabilities in conformity with the procedures specified by ASC Topic 805, Business Combinations (ASC 805). The reorganization value derived from the enterprise value will be allocated to Restructured Monitronics' assets and liabilities based on their fair values. The related deferred taxes to be recorded under fresh-start reporting will be determined under the requirements of ASC 852. It is expected that the fair values of Restructured Monitronics' assets and liabilities will differ from their recorded values as reflected on the historical balance sheet of Monitronics. If any portion of the reorganization value cannot be attributed to specific tangible or identified intangible assets of Restructured Monitronics, such amounts shall be reported as goodwill in accordance with ASC Topic 350, Intangibles-Goodwill and Other. Monitronics' historical financial statements prepared prior to fresh-start reporting and implementation of the Plan are prepared using a different basis of accounting, and, therefore, will not be comparable to Restructured Monitronics' financial statements.

        The Pro Forma Balance Sheet as of March 31, 2019 has been prepared as if Restructured Monitronics emerged from the Chapter 11 Cases in accordance with the Plan on March 31, 2019. The Pro Forma Statements of Operations for the year ended December 31, 2018 and the three months ended March 31, 2019 have been prepared as if Restructured Monitronics emerged from the Chapter 11 Cases in accordance with the Plan as of January 1, 2018.

Appraisal Rights

        Shares of Ascent Capital common stock outstanding immediately prior to the merger effective time that are held by any Ascent Capital stockholder who has not voted in favor of the merger and who is entitled to demand and properly demands appraisal of such shares pursuant to Section 262 of the DGCL (and who does not fail to perfect or otherwise effectively withdraw their demand or waive or lose the right to appraisal) (which shares we refer to as appraisal shares) will not be converted into the right to receive the merger consideration. Instead, holders of appraisal shares who have properly perfected their appraisal rights will be entitled to seek appraisal for and obtain payment in cash of the fair value of the shares of Ascent Capital common stock held by them in accordance with Section 262 of the DGCL and as determined by the Delaware Court of Chancery, exclusive of any element of value arising from the accomplishment or expectation of the merger. The fair value as determined by such court could be more than, the same as, or less than the value of the merger consideration. If a holder who wishes to exercise appraisal rights fails to perfect, or waives, effectively withdraws, or loses, such holder's right to appraisal under the DGCL, whether before or after the merger effective time, then each share of Ascent Capital common stock held by such holder shall not be treated as an appraisal share and shall be converted into the right to receive the merger consideration, without interest, in accordance with the terms and conditions of the merger agreement as if such share had never been an appraisal share.

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        A detailed description of the appraisal rights available to holders of Ascent Capital common stock and the procedures required to exercise statutory appraisal rights is included in the section titled "Appraisal Rights" in this proxy statement/prospectus and the text of Section 262 of the DGCL as in effect with respect to the merger, which is included in Annex D to this proxy statement/prospectus. You are encouraged to read the provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising the right to seek appraisal, Ascent Capital stockholders who are considering exercising such rights are encouraged to seek the advice of legal counsel.

Quoting of Monitronics Common Stock and Delisting and Deregistration of Series A Common Stock and Series B Common Stock

        Under the terms of the merger agreement, Monitronics is required to take all reasonable actions to cause the shares of Monitronics common stock to be issued to the holders of Ascent Capital common stock upon consummation of the merger and the redomiciliation to be quoted on any tier of the OTC Markets Group or any similar national or international quotation services as promptly as practicable following the merger effective time. It is a condition to both Monitronics' and Ascent Capital's obligation to complete the merger that such approval is obtained, subject to official notice of issuance. Accordingly, application will be made to have the shares of Monitronics common stock to be issued to the holders of Ascent Capital common stock upon consummation of the merger and the redomiciliation approved for quotation on the OTC Markets.

        Ascent Capital will not be the surviving entity in the merger and thus, upon completion of the merger, Ascent Capital's Series A common stock would be delisted from the NASDAQ and deregistered under the Exchange Act (via termination of registration pursuant to Section 12(b) of the Exchange Act). Whether or not the restructuring or the merger are completed, the Series A common stock may be delisted prior to the completion of the restructuring and the merger if Ascent Capital is unable to meet the requirements for continued listing of its Series A common stock on NASDAQ. If the merger is completed, the Series B common stock will be removed from quotation on the OTC Markets and deregistered under the Exchange Act (via termination of registration pursuant to Section 12(g) of the Exchange Act). After the merger effective time, Ascent Capital will also file a Form 15 to suspend its reporting obligations under Section 15(d) of the Exchange Act. As a result, Ascent Capital will no longer be obligated to file any periodic reports or other reports with the SEC on account of the Series A common stock or Series B common stock.

        On November 26, 2018 and December 27, 2018, Ascent Capital received letters from the NASDAQ regarding noncompliance with the continued listing requirements of NASDAQ. For more information regarding these notices, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Nasdaq Deficiency Notices" in Part II. Item 7. of Ascent Capital's Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated herein and attached as Annex E to this proxy statement/prospectus.

Regulatory Approvals Required for the Merger

        In connection with the merger, Ascent Capital and Monitronics intend to make all required filings under the Securities Act and the Exchange Act, as well as any required filings or applications with the NASDAQ, the Secretary of State of the State of Delaware and the Secretary of State of the State of Texas. Ascent Capital and Monitronics are unaware of any other requirement for the filing of information with, or the obtaining of the approval of, governmental authorities in any jurisdiction that is applicable to the merger. The merger is not reportable under the HSR Act, and therefore no filings with respect to the merger were required with the FTC or the Antitrust Division of the DOJ.

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THE MERGER AGREEMENT

        The following describes certain aspects of the merger agreement, which is attached as Annex A to this proxy statement/prospectus and incorporated herein. The description of the merger agreement in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. You are encouraged to read the merger agreement carefully and in its entirety before making any decisions regarding the merger, as it, and not this proxy statement/prospectus or the description of the merger agreement herein, is the legal document governing the merger.

        The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. Factual disclosures about Ascent Capital and Monitronics or any of their respective subsidiaries or affiliates contained in this proxy statement/prospectus or their respective reports filed with the SEC may supplement, update or modify the factual disclosures about Ascent Capital and Monitronics or their respective subsidiaries or affiliates contained in the merger agreement and described in this summary.

        For the foregoing reasons, you should not rely on any descriptions of the provisions of the merger agreement as characterizations of the actual state of facts or condition of Ascent Capital or Monitronics or any of their respective subsidiaries or affiliates, but instead should read them only in conjunction with the other information provided elsewhere in this proxy statement/prospectus. See the section entitled "Where You Can Find More Information."

The Merger

        The merger agreement provides for the merger of Ascent Capital with and into its direct, wholly owned subsidiary, Monitronics, with Monitronics surviving the merger. Each of Ascent Capital and Monitronics will take the necessary steps to complete the merger once the conditions in the merger agreement are satisfied or (to the extent permitted by applicable law) waived. Upon completion of the merger, Monitronics will be the surviving company and we expect that immediately thereafter Monitronics will be redomiciled as a Delaware corporation, and the separate corporate existence of Ascent Capital will cease. Restructured Monitronics will keep the name "Monitronics International, Inc." following the consummation of the transaction.

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        The following diagram indicates the relationship of Ascent Capital and Monitronics to each other prior to the merger and restructuring as of the date of this proxy statement/prospectus. Solid connecting lines indicate 100% ownership of voting securities, unless otherwise stated.

GRAPHIC

        Under the terms of the merger agreement, Monitronics is required to take all reasonable actions to cause the shares of Monitronics common stock to be issued upon consummation of the redomiciliation and restructuring to be quoted on any tier of the OTC Markets Group or any similar national or international quotation service as promptly as practicable following the merger effective time. Accordingly, application will be made to have the shares of Monitronics common stock to be issued in the merger approved for quotation on the OTC Markets.

        Although no assurance can be given, we currently expect that Monitronics common stock will be quoted on the OTC Markets following completion of the merger, redomiciliation and the restructuring.

The Redomiciliation

        Immediately following the consummation of the merger and in connection with the restructuring, we expect that Monitronics will be redomiciled from a Texas corporation to a Delaware corporation. The redomiciliation will be effected immediately following the merger pursuant to a statutory conversion of Monitronics from the State of Texas to the State of Delaware.

Treatment of Ascent Capital Common Stock in the Merger

        At the time the merger becomes effective (the merger effective time), each share of Series A common stock and Series B common stock of Ascent Capital that was issued and outstanding immediately prior to the merger effective time (other than (i) shares of Ascent Capital common stock held by stockholders who are entitled to demand and have properly made a demand for appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL and do not thereafter fail to perfect, effectively withdraw, or otherwise lose their right to appraisal or (ii) shares of Ascent Capital common stock held by Monitronics or by Ascent Capital as treasury shares) will be converted into the right to receive a number of fully paid and non-assesable shares of Monitronics common stock (the merger consideration) equal to the exchange ratio.

        The exchange ratio equals the quotient of (a) (i) (A) all cash held by Ascent Capital at the merger effective time, net of all liabilities of Ascent Capital (including, but not limited to, funded indebtedness, professionals' fees, settlements, severance payments, unclaimed property liabilities, agreements or

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understandings with respect to the use of cash, contingent liabilities, and operating expenses expected to be paid in connection with the merger or that will be assumed by Monitronics or Restructured Monitronics, as applicable, in connection with the merger), which in no event will be greater than $23,000,000 divided by (B) $395,111,570.00 (pursuant to the terms of the RSA, representing the discounted equity value at which holders of Monitronics' Senior Notes exchange their notes and the Backstop Commitment Parties (as defined herein) invest in subscription rights, respectively), multiplied by (ii) 22,500,000 (pursuant to the terms of the RSA, representing the number of outstanding shares of Monitronics common stock as of the Plan effective date); divided by (b) the number of outstanding shares of Ascent Capital common stock immediately prior to the merger effective time. By way of illustration, as of May 24, 2019, the exchange ratio would be 0.1040865 based on the assumptions contained in the defined terms used in the calculation thereof, and (x) for each $100,000 increase or decrease in Net Cash Amount (as defined herein) at the merger effective time, the exchange ratio would increase or decrease, as applicable, by 0.00045, and (y) for each increase or decrease of 25,000 Outstanding Ascent Shares (as defined in the merger agreement) at the merger effective time, the exchange ratio would increase or decrease, as applicable, by 0.00020.

        As of the date of the merger agreement, the exchange ratio is estimated to be 0.1040865, assuming net cash of Ascent Capital at the merger effective time of $23,000,000 and outstanding shares of common stock of Ascent Capital immediately prior to the merger effective time of 12,583,352. For each $100,000 increase or decrease in net cash amount at the merger effective time, the exchange ratio shall increase or decrease, as applicable, by 0.00045. For each increase or decrease of 25,000 outstanding shares of common stock of Ascent Capital immediately prior to the merger effective time, the exchange ratio shall increase or decrease, as applicable, by 0.00020.

        For purposes of clarity, such calculation is on a fully diluted basis giving effect to issuances to creditors pursuant to the Plan. Shares of Ascent Capital common stock issued and outstanding and owned by Monitronics or held in Ascent Capital's treasury will be canceled and cease to exist, and no merger consideration will be delivered in exchange for such shares. All of the shares of Ascent Capital common stock converted into the right to receive Monitronics common stock or cancelled pursuant to the merger agreement shall no longer be outstanding and shall automatically be cancelled and cease to exist as of the merger effective time.

        Monitronics will not issue any fractional shares of Monitronics common stock in the merger. Instead of any fractional shares that would otherwise be issuable to a holder of Ascent Capital common stock (after aggregating all fractional shares of Monitronics common stock which such holder would otherwise receive), such holders of Series A common stock or Series B common stock, as applicable, will receive cash in lieu of fractional shares, following the aggregation of fractional share interests allocable to the holders of Ascent Capital common stock and the sale by the exchange agent of the whole shares obtained by such aggregation in open market transactions at prevailing trading prices (after making appropriate deductions for taxes and costs).

Treatment of Equity Compensation Awards

        The merger agreement specifies how equity compensation awards issued by Ascent Capital prior to completion of the merger will be treated in the transaction. There are no equity compensation awards of Monitronics based on the value of Monitronics common stock issued and outstanding prior to completion of the merger. At or immediately prior to the merger effective time:

    each then outstanding and unexercised option to purchase shares of Ascent Capital common stock (an Ascent Stock Option), whether vested or unvested, issued by Ascent Capital under any equity-based compensation plan of Ascent Capital, including the Ascent Capital 2015 Omnibus Incentive Plan (the Ascent Stock Plan) granted to any current or former employee or director

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      of, or consultant to, Ascent Capital or any of its subsidiaries will be canceled for no consideration;

    each restricted share of Ascent Capital common stock granted to any employee or director of Ascent Capital (or any of its subsidiaries or predecessors) under the Ascent Stock Plan (the Ascent Restricted Shares) that are outstanding immediately prior to the merger effective time shall immediately vest in full and, after any reduction in shares for applicable withholding, shall be treated in the same manner as other issued and outstanding shares of Ascent Capital common stock for purposes of the merger agreement; and

    each outstanding restricted stock unit granted to any employee or director of Ascent, any subsidiary of Ascent or any of Ascent's predecessors under the Ascent Stock Plan (the Ascent RSUs) that is outstanding as of immediately prior to the merger effective time, that is subject to only time-based vesting, shall vest in full immediately prior to the merger effective time and shall be settled in shares of Ascent Capital common stock, which, after any reduction in shares for applicable withholding, shall be treated in the same manner as other issued and outstanding shares of Ascent Capital common stock for the purposes of the merger agreement. At the merger effective time, each Ascent RSUs subject to performance-based vesting requirements that have not been satisfied as of the merger effective time shall be canceled for no consideration.

At the merger effective time, the Ascent Stock Plan will terminate.

Effect of Merger on Monitronics Stock

        As a result of the merger and without any action on the part of Ascent Capital or Monitronics, at the merger effective time, each share of Monitronics capital stock that was issued and outstanding immediately prior to the merger effective time will be cancelled and shall cease to exist and no consideration will be delivered in exchange therefor. As of the date hereof, 100% of Monitronics' issued and outstanding capital stock is owned by Ascent Capital.

Board of Directors and Executive Officers of Restructured Monitronics

        Upon closing of the merger, the board of directors of Restructured Monitronics will be comprised of seven directors that will be appointed in accordance with the terms of the Plan. The executive officers of Restructured Monitronics will be appointed prior to or at the closing of the merger and will be in accordance with the terms of the Plan.

Closing and the Merger Effective Time

        The closing of the merger and the redomiciliation will take place in the offices of Latham & Watkins LLP in Houston, Texas, on the date when the Plan becomes effective or at such other place, time or date as Ascent Capital and Monitronics may mutually agree.

        Promptly following the closing, Ascent Capital and Monitronics will execute and file a certificate of merger and a certificate of conversion (or plan of conversion, as applicable) with each of the Secretary of State of the State of Texas and the Secretary of State of the State of Delaware. The merger will become effective at the date and time set forth in the certificates of merger and the redomiciliation will become effective at the date and time set forth in the certificates of conversion.

Exchange and Payment Procedures

        At the time of the redomiciliation and restructuring, Monitronics will authorize and deposit or otherwise make available to its exchange agent, in trust for the benefit of holders of shares of Ascent Capital common stock in book-entry form sufficient to deliver the merger consideration.

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        Promptly after the merger is completed, but in no event later than five business days after the merger effective time, Monitronics or the exchange agent will send each holder of record of Ascent Capital common stock at the merger effective time a letter of transmittal which will contain instructions for surrendering their stock certificates with respect to any certificated shares and for the delivery of an "agent's message" (or other customary evidence of transfer) with respect to any book-entry shares.

        Each holder of Ascent Capital stock (whose shares have been converted into the right to receive merger consideration), who surrenders his, her or its stock certificates with respect to certificated shares together with properly completed signed transmittal materials or devices an "agent's message" (or such other evidence of transfer the exchange agent reasonably requests with respect to book-entry shares to the exchange agent), will be entitled to receive, for each such certificated or book-entry share of Ascent Capital common stock he, she or it holds, the consideration as provided for in the merger agreement.

        Monitronics will have no obligation to make any payments in exchange for shares of Ascent Capital common stock until the former Ascent Capital stockholders have surrendered the stock certificates representing their shares of Ascent Capital common stock with properly signed transmittal materials or delivered an "agent's message" (or such other evidence of transfer the exchange agent reasonably requests) to the exchange agent.

        If an Ascent Capital stock certificate has been lost, stolen or destroyed, the exchange agent will issue the Monitronics common stock payable under the merger agreement to the stockholders upon receipt of an affidavit by the stockholders regarding the loss of their stock certificate. Restructured Monitronics or the exchange agent may require the stockholder to post a bond in a reasonable amount as indemnity against any claim that may be made against Restructured Monitronics or the exchange agent with respect to the stockholder's lost, stolen or destroyed Ascent Capital stock certificate.

        Former Ascent Capital stockholders may exchange their certificated shares or book-entry shares through the exchange agent for up to 365 days after the consummation of the merger. At the end of that period, the exchange agent will return any remaining shares of Monitronics common stock and cash to Restructured Monitronics, and former Ascent Capital stockholders who did not previously exchange their certificated shares or book-entry shares for the merger consideration must apply to Restructured Monitronics for payment of the merger consideration. None of Ascent Capital, Monitronics or Restructured Monitronics will be liable to any former holder of Ascent Capital common stock for any merger consideration that is paid to a public official pursuant to any applicable abandoned property, escheat or similar laws.

        The exchange agent (or, after the completion of the restructuring and the merger, Restructured Monitronics) is entitled to deduct and withhold from any cash amounts payable to any Ascent Capital stockholder the amounts that the exchange agent or Restructured Monitronics is required to deduct and withhold under the Code or any state, local or foreign tax law or regulation. Any amounts that Restructured Monitronics or the exchange agent withholds will be treated as having been paid to the Ascent Capital stockholder, and such amounts will be delivered by Restructured Monitronics or the exchange agent to the applicable taxing authority.

        Once the merger is completed, no transfers on the stock transfer books of Ascent Capital will be permitted other than to settle transfers of shares of Ascent Capital common stock that occurred prior to the merger effective time.

Appraisal Rights

        Shares of Ascent Capital common stock issued and outstanding immediately prior to the merger effective time and held by a stockholder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the

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DGCL (a dissenting stockholder, and such shares, appraisal shares, until such time as such stockholder effectively withdraws, fails to perfect or otherwise loses such stockholder's appraisal rights under the DGCL with respect to such shares) shall not be converted into the right to receive the merger consideration. In lieu thereof, such stockholder will be entitled to receive such consideration as is determined to be due with respect to such appraisal shares in accordance with Section 262 of the DGCL. At the merger effective time, any appraisal shares will no longer be outstanding and will automatically be cancelled and will cease to exist, and any dissenting stockholder will have no further rights with respect to such shares, except the rights set forth in Section 262 of the DGCL. However, if after the merger effective time, any dissenting stockholder fails to perfect or effectively withdraws or otherwise loses such stockholder's right to appraisal pursuant to Section 262 of the DGCL, or if a court of competent jurisdiction otherwise determines that such dissenting stockholder is not entitled to the rights provided by Section 262 of the DGCL, such appraisal shares shall be treated as if they had been converted into the right to receive merger consideration at the merger effective time.

Conditions Precedent

        The obligations of each of Ascent Capital and Monitronics to effect the merger and the other transactions contemplated by the merger agreement are subject to the fulfillment, or (to the extent permitted by applicable law) waiver, of the following conditions, on or prior to the merger effective time:

    The affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of Ascent Capital common stock entitled to vote, voting together as a single class, to approve the adoption of the merger agreement shall have been obtained (Ascent Capital stockholder approval).

    Ascent Capital, as the sole stockholder of Monitronics, shall have approved the adoption of the merger agreement (Monitronics stockholder approval).

    The Plan shall become effective on terms materially consistent with the RSA, the Plan shall have been confirmed by the Bankruptcy Court pursuant to a confirmation order materially consistent with the RSA, such confirmation order shall be in full force and effect and shall not have been stayed, modified, or vacated, and the Plan effective date shall occur contemporaneously with the closing of the merger.

    The shares of Monitronics common stock to be issued to the holders of Ascent Capital common stock upon consummation of the merger and the redomiciliation shall be quoted on any tier of the OTC Markets Group (including, without limitation, the OTCQX, OTCQB or OTC Pink marketplaces) or any other similar national or international quotation service, in each case subject to notice of official issuance.

    The registration statement of which this proxy statement/prospectus forms a part shall have become effective under the Securities Act, and no stop order suspending the effectiveness of this registration statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Securities and Exchange Commission.

    No outstanding order, decision, judgment, writ, injunction, stipulation, award or decree (whether temporary, preliminary, or permanent) issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the merger or any of the other transactions contemplated by the merger agreement shall be in effect. No statute, rule, regulation, order, decision, judgment, writ, injunction, stipulation, award or decree shall have been enacted, entered, promulgated or enforced by any governmental authority that prohibits or makes illegal the consummation of the merger.

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    Ascent Capital shall have received an opinion of Baker Botts L.L.P., tax counsel to Ascent Capital, dated the closing date of the merger and based on facts, representations, exclusions and assumptions set forth or described in such opinion, to the effect that the merger should be treated as a "reorganization" within the meaning of Section 368(a) of the Code.

Termination

        The merger agreement may be terminated at any time prior to the merger effective time, whether before or after Ascent Capital stockholder approval or Monitronics stockholder approval has been obtained, by mutual consent of each of Ascent Capital and Monitronics.

        The merger agreement shall be terminated at any time prior to the merger effective time, whether before or after Ascent Capital stockholder approval or Monitronics stockholder approval has been obtained, without any further action by either of Ascent Capital or Monitronics upon the earlier to occur of (i) the non-Ascent restructuring toggle and (ii) eighty-two (82) days after the date that Monitronics commences Chapter 11 proceedings.

Amendment of the Merger Agreement; Extension; Waiver

        The merger agreement may be amended by the boards of directors of either Ascent Capital or Monitronics whether before or after Ascent Capital stockholder approval or Monitronics stockholder approval. However, after stockholder approval of the merger, there may not be, without further approval of the stockholders of each of Ascent Capital or Monitronics, any amendment of the merger agreement that requires such further approval under applicable law.

        At any time prior to the merger effective time, each of Ascent Capital and Monitronics may, through their respective boards of directors, extend the time for the performance of any of the obligations, waive any inaccuracies in the representations and warranties, or waive compliance with any of the agreements or conditions contained in the merger agreement. However, after Ascent Capital stockholder approval or Monitronics stockholder approval, there may not be, without further approval of the stockholders of each of Ascent Capital or Monitronics, any extension or waiver of the merger agreement that changes the amount or form of consideration to be delivered to the holders of Ascent Capital common stock under the merger agreement.

Expenses

        All costs and expenses incurred in connection with the merger agreement shall be paid by the party incurring such expense; provided, however, that the costs and expenses of printing and mailing this proxy statement/prospectus and all filing and other fees paid to the Securities and Exchange Commission in connection with the merger shall be split equally by Monitronics and Ascent Capital.

Specific Performance

        Under the merger agreement, each of Ascent Capital and Monitronics will have the right to seek specific performance and injunctive or other equitable relief in respect of its rights under the merger agreement.

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THE RESTRUCTURING AND THE RESTRUCTURING SUPPORT AGREEMENT

        The following describes certain aspects of the restructuring and the RSA, which is attached as Annex C and incorporated by reference herein. The description of the RSA in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by reference to the RSA, including the exhibits included therein. This summary does not purport to be complete and may not contain all of the information about the RSA that is important to you. You are encouraged to read the RSA and its attachments carefully and in its entirety before making any decisions regarding the merger, as the merger is conditioned upon the restructuring. The RSA and this summary of its terms have been included to provide you with information regarding the restructuring and the terms of the RSA.

General

        On May 20, 2019, the Debtors entered into the RSA with (i) in excess of 662/3% in dollar amount of holders of its Senior Notes (the Consenting Noteholders), (ii) in excess of 662/3% in dollar amount of holders of term loans under the Credit Facility (the Consenting Term Lenders and together with the Consenting Noteholders, the Consenting Creditors), and (iii) Ascent Capital, to support the restructuring of the capital structure of the Debtors on the terms set forth in the term sheet annexed to the RSA (the Restructuring Term Sheet). The RSA contemplates that the Debtors will file the Chapter 11 Cases to implement the restructuring pursuant to the Plan and the various related transactions set forth in or contemplated by the Restructuring Term Sheet, the Rights Offering and Equity Commitment Term Sheet, the DIP/Exit Facility Commitment Letter, and the Takeback Exit Term Loan Facility Term Sheet and the other restructuring documents attached to the RSA.

The Plan

        Pursuant to the terms of the RSA and the Restructuring Term Sheet, the Debtors' creditors and other interest holders will receive treatment under the Plan as follows:

    claims of the revolving lenders under the Credit Facility will be paid in full on account of their revolving credit loans from the proceeds of the $245 million DIP Facility (as defined below) to be entered into promptly following the date on which the Debtors commence the Chapter 11 Cases in accordance with the RSA (the Petition Date);

    with respect to the approximately $1.072 billion of term loans outstanding under the Credit Facility, each term lender (other than term lenders equitizing their term loans), will receive its pro rata share of (i) $150 million in cash from the proceeds of a Rights Offering described below, which, together with the equitization of $100 million of the term loans, will result in an aggregate reduction of term loans by $250 million in principal amount, and (ii) term loans under the $822.5 million Takeback Exit Term Loan Facility, as described below;

    holders of the $585 million in outstanding Senior Notes (the Noteholders) will receive cash in an amount equal to 2.5% of the principal and accrued but unpaid interest due under the Senior Notes held by such Noteholder or, to the extent that a Noteholder elects not to receive cash, its pro rata share of 18.0% of Monitronics common stock to be issued and outstanding as of the Plan effective date, subject to dilution by the post-emergence management incentive plan, and rights to acquire additional shares of Monitronics common stock to be issued in the Rights Offering as described below;

    solely in the event and to the extent that a non-Ascent restructuring toggle event (as defined below) has not occurred and the merger is consummated pursuant to the terms of the RSA and the Restructuring Term Sheet, all assets of Ascent Capital at the time of the merger shall become assets of Restructured Monitronics, and shareholders of Ascent Capital will receive up

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      to 5.82% of shares of Monitronics common stock (assuming the Net Cash Amount (as defined below) is $23 million); and

    all trade claims (whether arising prior to or after the commencement of the Chapter 11 Cases) will be paid in full in the ordinary course of business, and Monitronics will continue operating its business without disruption to its customers, vendors, partners or employees.

        As a result of the restructuring summarized above, approximately $885 million of debt will be eliminated. Following the completion of the restructuring, Restructured Monitronics is expected to have approximately $990 million of total debt outstanding.

        The RSA contains certain covenants on the part of each of the Debtors and the other parties to the RSA, including limitations on the parties' ability to pursue alternative transactions, commitments by the Consenting Creditors to vote in favor of the Plan and commitments of the Debtors and the Consenting Creditors to negotiate in good faith to finalize the documents and agreements governing the Plan. The RSA also provides for certain conditions to the obligations of the parties and for termination upon the occurrence of certain events, including without limitation, the failure to achieve certain milestones and certain breaches by the parties under the RSA.

        Although the Debtors intend to pursue the restructuring in accordance with the terms set forth in the RSA and the Restructuring Term Sheet, there can be no assurance that the Debtors will be successful in completing the restructuring, whether on the same or different terms, all of which is subject to approval by the Bankruptcy Court. The merger, if the conditions to its closing are satisfied, will occur in connection with the restructuring contemplated under the RSA and the Restructuring Term Sheet in connection with the proposed Chapter 11 Cases to be filed by the Debtors. The merger is conditioned on the restructuring, but the restructuring is not conditioned on the merger.

Debtor-in-Possession Financing

        In connection with the Chapter 11 Cases, KKR Credit Advisors (US) LLC and/or its affiliates (KKR) has provided a commitment (the DIP/Exit Facility Commitment) to provide the Debtors with a $245 million superpriority and priming debtor-in-possession revolving credit facility (the DIP Facility) on the terms and subject to the conditions set forth in the Commitment Letter attached to the RSA as Exhibit C (the DIP/Exit Facility Commitment Letter). In addition to KKR, the initial lenders under the DIP Facility are expected to include one or more of the term lenders under the Credit Facility that are party to the RSA, or affiliates of such lenders. To enter into the DIP Facility, the Debtors are expected to file a motion (the DIP Motion) seeking, among other things, interim and final approval from the Bankruptcy Court of definitive documentation for the DIP Facility on terms and conditions set forth in the DIP/Exit Facility Commitment Letter, which, if approved by the Bankruptcy Court as proposed, would contain the following terms:

    a superpriority and priming debtor-in-possession revolving credit facility in an amount of up to $245 million, subject to availability under the Debtors' borrowing base thereunder, including a letter of credit subfacility in the amount of $10 million;

    following approval by the Bankruptcy Court, proceeds of the DIP Facility could be used by the Debtors to (i) pay certain costs, fees and expenses related to the Chapter 11 Cases, (ii) pay in full the claims of the revolving lenders under the Credit Facility and (iii) fund working capital and general corporate purposes of the Debtors, in all cases, subject to the terms of the DIP/Exit Facility Commitment Letter and applicable orders of the Bankruptcy Court;

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    the maturity date of the DIP Facility is expected to be the earlier to occur of: (i) 45 days from the date of the interim approval, if the final DIP approval has not been entered by the Bankruptcy Court on or prior to such date; (ii) 12 months after the Petition Date; (iii) the effective date with respect to any Plan; (iv) the filing of a motion by the Debtors seeking the dismissal of any of the Chapter 11 Cases, the dismissal of any Chapter 11 Case, the filing of a motion by the Debtors seeking to convert any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code or the conversion of any of the Chapter 11 Cases to a case under Chapter 7 of the Bankruptcy Code; (v) the sale of all or substantially all of the Debtors' assets; (vi) acceleration of the debtor-in-possession financing following an occurrence of an event of default under the DIP Facility; or (vii) the appointment of a Chapter 11 Trustee;

    interest would accrue at a rate per year equal to the LIBOR rate (with a floor of 1.50%) plus 5.00% or base rate (with a floor of 4.50%) plus 4.00%;

    the obligations and liabilities of Monitronics under the DIP Facility will be secured by a valid, binding, continuing, enforceable, fully-perfected first priority, senior priming lien on, and security interest in, substantially all assets and property of the estate of the Debtors and will be guaranteed by each of Monitronics' existing and future subsidiaries, subject to certain exceptions;

    the DIP Facility will contain voluntary and mandatory prepayments consistent with the Credit Facility; and

    the DIP Facility will contain customary representations, warranties, covenants, events of default and other provisions.

        The Debtors anticipate closing the DIP Facility (such date, the DIP Closing Date) promptly following approval by the Bankruptcy Court of the DIP Motion. The foregoing description of the DIP/Exit Facility Commitment does not purport to be complete, and the DIP/Exit Facility Commitment is qualified in its entirety by reference to the final, executed DIP/Exit Facility Commitment Letter and related fee letter, as approved by the Bankruptcy Court.

The Rights Offering

        In accordance with the Plan and certain Rights Offering procedures to be filed as part of the Plan, the Debtors will grant Noteholders who elect to opt out of the cash distribution under the Plan subscription rights (the Rights Offering) to purchase up in the aggregate 44.80% of the total shares of Monitronics common stock (such shares, the Rights Offering Shares), subject to dilution by Monitronics' post-emergence management incentive plan, for an aggregate purchase price of $177 million. The rights will be issued at no charge and may be exercised at a price per share that reflects an approximately 16.13% discount to Plan equity value after giving effect to the Rights Offering (the Exercise Price).

        In connection with the merger, the Debtors will enter into a Put Option Agreement (the Put Option Agreement) with certain other parties (the Backstop Commitment Parties). Under the Put Option Agreement, the Backstop Commitment Parties will agreed to purchase any Rights Offering Shares that are not duly subscribed for pursuant to the Rights Offering at the Exercise Price. Additionally, the Backstop Commitment Parties will agree in the event that a non-Ascent restructuring toggle event (as defined below) occurs, to purchase a number of shares of Restructured Monitronics common stock for $23 million and, in the event that a non-Ascent restructuring toggle event has not occurred and the Net Cash Amount is less than $23 million (but not less than $20 million), a number of shares of Restructured Monitronics common stock for $23 million less the Net Cash Amount.

        Pursuant to the Put Option Agreement, at the Plan effective time, the Debtors will be required to issue to the Backstop Commitment Parties and Equity Commitment Parties as consideration for their Backstop Commitment and Equity Commitments, respectively, a put option premium in the form of

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common stock of Restructured Monitronics issued at a discount to Plan equity value (the Put Option Premium) representing 6.07% of the total shares of Monitronics common stock to be issued and outstanding as of the Plan effective date. The Put Option Premium will be deemed earned in full on the date on which the Debtors duly execute and deliver to each of the Backstop Commitment Parties a countersigned copy of the Put Option Agreement. The Put Option Premium: (a) will not be refundable under any circumstance or creditable against any fee or other amount paid in connection with the Put Option Agreement (or the transactions contemplated thereby) or otherwise; (b) will be paid at the Plan effective time to the Commitment Parties on a pro rata basis (based on their respective Backstop Commitments and Equity Commitments); and (c) will be paid without setoff or recoupment and will not be subject to defense or offset on account of any claim, defense or counterclaim.

        The rights to purchase the Rights Offering Shares, any shares issued upon the exercise thereof, and all shares issued to the Backstop Commitment Parties in respect of their Backstop Commitments pursuant to the Put Option Premium will be issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the Securities Act), pursuant to section 1145 of the Bankruptcy Code or in reliance upon the exemption from registration under the Securities Act provided by Section 4(a)(2) thereof and/or Regulation D thereunder. As a condition to the closing of the transactions contemplated by the Put Option Agreement, Restructured Monitronics will enter into a registration rights agreement with the Backstop Commitment Parties desiring to be a party thereto requiring Restructured Monitronics to register the Backstop Commitment Parties' securities under the Securities Act.

        The Backstop Commitment Parties' commitments to backstop the Rights Offering and the other transactions contemplated by the Put Option Agreement are conditioned upon the satisfaction or waiver of customary conditions for transactions of this nature, including, without limitation, that there has been no material adverse effect that is continuing. The issuances of Monitronics common stock pursuant to the Rights Offering and the Put Option Agreement are conditioned upon, among other things, confirmation of the Plan by the Bankruptcy Court and the Plan's effectiveness.

Financing of Restructured Monitronics

    New Exit Facilities

        On the Plan effective date, the DIP Facility will convert into a $150 million exit term loan facility and $145 million exit revolving credit facility (collectively, the New Exit Facilities) and the lenders under the DIP Facility will become lenders under the New Exit Facilities, each holding their respective pro rata share of the loans under the New Exit Facilities, in full satisfaction of obligations of the Debtors under the DIP Facility. The New Exit Facilities will provide, subject to its terms and conditions the following:

    the New Exit Facilities, subject to certain exceptions, will be guaranteed by each of Restructured Monitronics' existing and future subsidiaries and will be secured by substantially all the assets of Restructured Monitronics and such subsidiary guarantors;

    the loans under the New Exit Facilities will mature five years after the DIP Closing Date;

    interest on loans made under the New Exit Facilities will accrue at an interest rate per year equal to the LIBOR rate (with a floor of 1.50%) plus 5.00% or base rate (with a floor of 4.50%) plus 4.00%;

    voluntary and mandatory prepayment on terms consistent with the Credit Facility, with voluntary prepayments and certain mandatory prepayments of the New Exit Facilities subject to a prepayment premium equal to, (i) with respect to any prepayment paid on or prior to the first anniversary of the DIP Closing Date, 2.00% of the principal amount of the loans being prepaid, (ii) with respect to any prepayment paid following the first anniversary of the DIP Closing Date

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      but on and prior to the second anniversary of the DIP Closing Date, 1.00% of the principal amount of the loans being prepaid, and (iii) with respect to any prepayment paid after the second anniversary of the DIP Closing Date, no prepayment premium, in each case, subject to certain exceptions;

    the New Exit Facilities will contain customary representations, warranties, covenants and events of default and related remedies; and

    the agents under the New Exit Facilities and the Takeback Exit Term Loan Facility, which is summarized below, will enter into an intercreditor agreement to govern the relative rights and priorities of the parties, which contemplates that the New Exit Facilities will be treated on a first-out basis relative to the Takeback Exit Term Loan Facility.

        The New Exit Facilities are subject to customary closing conditions and approval by the Bankruptcy Court, which has not been obtained at this time. The foregoing description of the New Exit Facilities does not purport to be complete is qualified in its entirety by reference to the final, executed DIP/Exit Facility Commitment Letter and related fee letter, as approved by the Bankruptcy Court.

    Takeback Exit Term Loan Facility

        On the Plan effective date, the term loans under the Credit Facility will convert into a Takeback Exit Term Loan Facility in the amount of $822.5 million. The term loan lenders under the Credit Facility will become lenders under the Takeback Exit Term Loan Facility, each holding their respective pro rata share of the loans thereunder, together with the paydown of the term loans from the proceeds of the Rights Offering in the amount of $150 million and the equitization of $100 million of the term loans, in full satisfaction of their obligations under the Credit Facility. The Takeback Exit Term Loan Facility will provide, subject to its terms and conditions, the following:

    the loans under the Takeback Exit Term Loan Facility will mature on March 31, 2024;

    interest on loans made under the Takeback Exit Term Loan Facility will accrue at an interest rate per year equal to the LIBOR rate (with a floor of 1.25%) plus 6.50%;

    voluntary and mandatory prepayments on terms consistent with the Credit Facility;

    the Takeback Exit Term Loan Facility, subject to certain exceptions, will be guaranteed by each of Restructured Monitronics' existing and future subsidiaries and will be secured by substantially all the assets of Restructured Monitronics and such subsidiary guarantors;

    the Takeback Exit Term Loan Facility will contain customary representations, warranties, covenants and events of default and related remedies;

    the Takeback Exit Term Loan Facility will also require Restructured Monitronics to maintain (i) a Maximum Senior Secured Debt to RMR Ratio of 30.0x, (ii) a Maximum Total Debt to EBITDA Ratio of 4.5x for each fiscal quarter ending on or prior to December 31, 2020 with a stepdown to 4.25x for the fiscal quarters ending on March 31, 2021 through December 31, 2021 and 4.0x beginning with the fiscal quarter ending on March 31, 2022 and for each fiscal quarter thereafter; and (iii) Minimum Liquidity of $25.0 million (with such definitions to be substantially consistent with the Credit Facility and no less favorable to the lenders under the Takeback Exit Term Loan Facility than the covenants set forth in the New Exit Facilities) and with any modifications as reasonably satisfactory to the Required Consenting Term Lenders; and

    the agents under the New Exit Facilities, which are summarized above, and the Takeback Exit Term Loan Facility, will enter into an intercreditor agreement to govern the relative rights and priorities of the parties, which contemplates that the Takeback Exit Term Loan Facility will be treated on a last-out basis relative to the New Exit Facilities.

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        The Takeback Exit Term Loan Facility will be conditioned on the usual and customary conditions, including the completion of the restructuring in accordance with the RSA and the execution of definitive documentation with respect to the New Exit Facilities and an intercreditor agreement.

Non-Ascent Restructuring

        Pursuant to the RSA, if any of the following (each, a non-Ascent restructuring toggle event) occurs:

    the meeting of Ascent Capital's stockholders (including any adjournments thereof) shall have been held and completed, and Ascent Capital's stockholders shall not have approved and adopted the definitive merger agreement for the merger, pursuant to a vote that satisfies the applicable stockholder approval requirements under the Delaware General Corporation Law and Ascent Capital's certificate of incorporation as in effect on the date of such meeting,

    Ascent Capital fails, for any reason to obtain all requisite approvals to consummate the merger (including, for the avoidance of doubt, all third-party and regulatory approvals required to consummate the merger, including approvals from the SEC and stockholder approvals) on or prior to the date that is 65 days after the date on which the Debtors commence the Chapter 11 Cases,

    the merger otherwise does not occur on the Plan effective date for any reason,

    Ascent Capital's cash amount net of all liabilities of Ascent Capital (including, but not limited to, funded indebtedness, professionals' fees, settlements, severance payments, unclaimed property liabilities, agreements or understandings with respect to the use of cash, contingent liabilities, and operating expenses expected to be paid in connection with the merger or that will be assumed by Monitronics or Restructured Monitronics, as applicable, in connection with the merger) (such net amount, the Net Cash Amount) is, or is reasonably expected to be in the determination of the Debtors, the Required Consenting Noteholders and the Required Consenting Term Lenders (each, as defined below), a net cash amount of less than $20 million as of the Plan effective date; provided, that the calculation of the Net Cash Amount as of the Plan effective date shall be determined in good faith by Ascent Capital, the Debtors, the Required Consenting Noteholders, and the Required Consenting Term Lenders on the date that is ten (10) days prior to the Plan effective date,

    there is a material breach by Ascent Capital of the RSA,

    Ascent Capital (1) communicates its intention not to support the restructuring or files, communicates, executes a definitive written agreement with respect to, or otherwise supports an alternative restructuring proposal and (2) such action has, or may be reasonably expected to have, an adverse effect on the Debtors' ability to consummate the restructuring,

    Ascent Capital (1) voluntarily commences any case or files any petition seeking bankruptcy, winding up, dissolution, liquidation, administration, moratorium, reorganization, or other relief under any federal, state or foreign bankruptcy, insolvency, administrative receivership, or similar law now or hereafter in effect, except as contemplated by the RSA; (2) consents to the institution of, or fails to contest in a timely and appropriate manner, any involuntary proceeding or petition described in the foregoing clause (1); (3) applies for or consents to the appointment of a receiver, administrator, administrative receiver, trustee, custodian, sequestrator, conservator, or similar official with respect to Ascent Capital or for a substantial part of Ascent Capital's assets; (4) makes a general assignment or arrangement for the benefit of creditors; or (5) takes any corporate action for the purpose of authorizing any of the foregoing,

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    Ascent Capital files any motion or pleading with the Bankruptcy Court that is not consistent in all material respects with the RSA, the relief requested by such motion has, or may be reasonably expected to have, a material adverse effect on the Debtors' ability to consummate the restructuring, and such motion is not withdrawn within two business days of the receipt by Ascent Capital of written notice from the other RSA parties that such motion or pleading is inconsistent with the RSA, or

    Ascent Capital validly terminates the RSA with respect to itself, so long as no other RSA party actually exercises an independent right to terminate the RSA,

then, (i) the RSA parties other than Ascent Capital shall pursue a restructuring of the Debtors without the merger and without the participation of Ascent Capital, (ii) Ascent Capital will be obligated to make a cash contribution to Monitronics in the amount of $3.5 million, (iii) Monitronics common stock will be issued to certain creditors of Monitronics (and to its management pursuant to an incentive compensation plan) as described herein, and not to Ascent Capital or stockholders of Ascent Capital and (iv) Ascent Capital's equity interests in Monitronics will be cancelled without consideration as a result of the restructuring in accordance with the Plan (the non-Ascent restructuring) and subject to the terms and conditions of the RSA and the term sheets annexed thereto.

Termination of the RSA

        The RSA, may be terminated by mutual written agreement among all of the following: (a) Consenting Term Lenders holding more than 50% of the aggregate principal amount of the term loans under the Credit Facility that are held by all Consenting Term Lenders (the Required Consenting Term Lenders); (b) Consenting Noteholders holding more than 662/3% of the aggregate principal amount of the Senior Notes that are held by all Consenting Noteholders (the Required Consenting Noteholders); (c) Ascent Capital; and (d) Monitronics; until after the occurrence of any event that would trigger the obligation of non-Ascent parties to support the non-Ascent restructuring, at which point, the obligations of all parties under the RSA may be terminated by mutual written agreement of the Required Consenting Noteholders, the Required Consenting Term Lenders and Monitronics. The following, additional termination events apply for certain parties to the RSA.

    Termination Events for Noteholders or Term Lenders

        The RSA may be terminated by the Required Consenting Noteholders or the Required Consenting Term Lender, upon delivery of written notice to the Debtors, counsel for the Consenting Creditors, and Ascent Capital in the event of any of the following:

    if any Debtor or Consenting Creditor materially breaches any of its respective undertakings, representations, warranties or covenants set forth in the RSA and the term sheets annexed thereto or fails to act in a manner materially consistent with the RSA and the term sheets annexed thereto, and the breach or failure remains uncured before the earlier of five business days after the transmission of written notice or one day before the Plan effective date, unless, the remaining Consenting Term Lenders (in the event of breach by a Term Lender) hold or control in excess of 662/3% of the dollar amount, and in excess of 50% in number of the holders of, the term loans under the Credit Facility, or the remaining Consenting Noteholders (in the event of a breach by a Noteholder) hold or control in excess of 662/3% of the dollar amount of the Senior Notes;

    if any definitive document related to or otherwise utilized to implement or effectuate the restructuring fails to comply with the terms of the RSA and non-compliance remains uncured for five business days after the transmission of written notice of the non-compliance;

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    if any definitive document related to or otherwise utilized to implement or effectuate the restructuring is made public or filed in the Chapter 11 Cases that contains terms and conditions inconsistent with the RSA or that are not reasonably acceptable to the Required Consenting Noteholders or Required Consenting Term Lenders, and the disclosure or filing is not withdrawn or amended within five business days after the receipt by the Debtors of notice of such breach;

    if any Debtor or Consenting Creditor communicates its intention not to support the restructuring or enters into or supports any alternative restructuring proposal and such action could be reasonably expected to have, an adverse effect on the ability to consummate the restructuring, unless, the remaining Consenting Term Lenders (in the event of breach by a Term Lender) hold or control in excess of 662/3% of the dollar amount, and in excess of 50% in number of the holders of, the term loans under the Credit Facility, or the remaining Consenting Noteholders (in the event of a breach by a Noteholder) hold or control in excess of 662/3% of the dollar amount of the Senior Notes;

    if any governmental authority issues any final, non-appealable ruling or order enjoining a material portion of the restructuring and the ruling or order was either issued at the request or acquiescence of any Debtor or remains in effect as of the earlier of fifteen business days after transmission of written notice or one calendar day immediately prior to the Plan effective date (provided that termination cannot be exercised by a party that sought the ruling or order);

    if the Bankruptcy Court enters an order or a Debtor seeks an order (without the prior written consent of the applicable Required Consenting Noteholders and the Required Consenting Term Lenders) (i) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code; (ii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code in one or more of the Chapter 11 Cases; (iii) appointing a trustee under section 1104 of the Bankruptcy Code in one or more of the Chapter 11 Cases; (iv) dismissing one or more of the Chapter 11 Cases, (v) terminating exclusivity under Bankruptcy Code section 1121, or (vi) rejecting the RSA;

    any Debtor (i) voluntarily commences, consents to or fails to appropriately contest any case or petition seeking bankruptcy, winding up, reorganization, or similar relief under any federal, state or foreign bankruptcy, insolvency, administrative receivership, except as contemplated by the RSA; (ii) applies for or consents to the appointment of a receiver, administrator, administrative receiver, or similar official with respect to any Debtor or for a substantial part of such Debtor's assets; (iii) makes a general assignment or arrangement for the benefit of creditors; or (iv) takes any corporate action for the purpose of authorizing any of the foregoing;

    an order is entered by the Bankruptcy Court granting relief from the automatic stay imposed by section 362 of the Bankruptcy Code authorizing any person to proceed against any asset of any Debtor that would materially and adversely affect the Debtor's operational or financial performance;

    any Debtor or Consenting Creditor files any motion or pleading with the Bankruptcy Court that is inconsistent with the RSA, that may be reasonably expected to have, a material adverse effect on the Debtors' ability to consummate the restructuring, and has not been withdrawn within two business days of the receipt of written notice that the motion or pleading is inconsistent with the RSA, unless, the remaining Consenting Term Lenders (in the event of breach by a Term Lender) hold or control in excess of 662/3% of the dollar amount, and in excess of 50% in number of the holders of, the term loans under the Credit Facility, or the remaining Consenting Noteholders (in the event of a breach by a Noteholder) hold or control in excess of 662/3% of the dollar amount of the Senior Notes;

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    the Bankruptcy Court enters an order in the Chapter 11 Cases, or any Debtor moves or consents to, terminating any Debtor's exclusive right to file a plan or plans of reorganization under section 1121 of the Bankruptcy Code;

    the termination of or the exercise of any remedies under the DIP Facility or any agreement regarding any Debtor's use of cash collateral,

    the termination or material breach of the Put Option Agreement (as defined in the RSA);

    the Bankruptcy Court grants an order rejecting the RSA or relief that is inconsistent with the RSA that is not dismissed, vacated, or modified to be consistent with the RSA before the earlier of five business days after the transmission of written notice to the Debtors that such relief is inconsistent with the RSA or one calendar day before the Plan effective date;

    solely with respect to the Required Consenting Term Lenders, if Monitronics fails to exercise its put option to cause the Backstop Commitment Parties to purchase the Backstop Commitment Shares in accordance with the Backstop Commitments pursuant and subject to the RSA and the Put Option Agreement;

    Ascent Capital takes any action that has, or is reasonably expected to have, a material adverse effect on the Debtors' ability to consummate the non-Ascent restructuring; or

    the Debtors fail to comply with any milestone in the RSA, which failure to comply is not waived or properly amended.

    Debtor Termination Events

        The RSA may be terminated by the Debtors, upon delivery of written notice to the Consenting Noteholders, the Consenting Term Lenders, and Ascent Capital in the event of any of the following:

    any Consenting Creditor materially breaches any of its respective undertakings, representations, warranties or covenants set forth in the RSA and the term sheets annexed thereto and the breach or failure remains uncured before the earlier of five business days after the transmission of written notice or, unless, the remaining Consenting Term Lenders (in the event of breach by a Term Lender) hold or control in excess of 662/3% of the dollar amount, and in excess of 50% in number of the holders of, the term loans under the Credit Facility, or the remaining Consenting Noteholders (in the event of a breach by a Noteholder) hold or control in excess of 662/3% of the dollar amount of the Senior Notes;

    any governmental authority issues any final, non-appealable ruling or order enjoining a material portion of the restructuring and the ruling or order remains in effect as of the earlier of fifteen business days after transmit a written notice or one calendar day immediately prior to the Plan effective date. Termination cannot be exercised by a party that sought the ruling or order;

    three business days have passed after the Debtors have delivered notice that they intend to terminate the RSA and indicating that a requirement of the RSA is inconsistent the Debtors' fiduciary duties under applicable law.

    Ascent Capital Termination Events

        The RSA may be terminated by Ascent Capital, solely as to Ascent Capital, upon delivery of written notice to the Debtors, Consenting Noteholders and the Consenting Term Lenders in the event of any of the following:

    if any Debtor or Consenting Creditor materially breaches any of its respective undertakings, representations, warranties or covenants set forth in the RSA and the term sheets annexed thereto or fails to act in a manner materially consistent with the RSA and the term sheets

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      annexed thereto, and the breach or failure remains uncured before the earlier of five business days after the transmission of written notice or one day before the Plan effective date, unless, the remaining Consenting Term Lenders (in the event of breach by a Term Lender) hold or control in excess of 662/3% of the dollar amount, and in excess of 50% in number of the holders of, the term loans under the Credit Facility, or the remaining Consenting Noteholders (in the event of a breach by a Noteholder) hold or control in excess of 662/3% of the dollar amount of the Senior Notes;

    if any governmental authority issues any final, non-appealable ruling or order enjoining a material portion of the restructuring and the ruling or order was either issued at the request or acquiescence of any Debtor or remains in effect as of the earlier of fifteen business days after transmit a written notice or one calendar day immediately prior to the Plan effective date. Termination cannot be exercised by a party that sought the ruling or order;

    if the Bankruptcy Court enters an order or a Debtor seeks an order (i) converting any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code; (ii) appointing an examiner with expanded powers beyond those set forth in sections 1106(a)(3) and (4) of the Bankruptcy Code in one or more of the Chapter 11 Cases; (iii) appointing a trustee under section 1104 of the Bankruptcy Code in one or more of the Chapter 11 Cases; (iv) dismissing one or more of the Chapter 11 Cases, (v) terminating exclusivity under Bankruptcy Code section 1121, or (vi) rejecting the RSA;

    if any Debtor or Consenting Creditor files any motion or pleading with the Bankruptcy Court that is inconsistent with the RSA, that may be reasonably expected to have, a material adverse effect on the Debtors' ability to consummate the restructuring, and has not been withdrawn within two business days of the receipt of written notice that the motion or pleading is inconsistent with the RSA and the term sheets annexed thereto, unless, the remaining Consenting Term Lenders (in the event of breach by a Term Lender) hold or control in excess of 662/3% of the dollar amount, and in excess of 50% in number of the holders of, the term loans under the Credit Facility, or the remaining Consenting Noteholders (in the event of a breach by a Noteholder) hold or control in excess of 662/3% of the dollar amount of the Senior Notes;

    if any Debtor or Consenting Creditor communicates its intention not to support the restructuring or enters into or supports an alternative restructuring proposal and such action could be reasonably expected to have, an adverse effect on the ability to consummate the restructuring, unless, the remaining Consenting Term Lenders (in the event of breach by a Term Lender) hold or control in excess of 662/3% of the dollar amount, and in excess of 50% in number of the holders of, the term loans under the Credit Facility, or the remaining Consenting Noteholders (in the event of a breach by a Noteholder) hold or control in excess of 662/3% of the dollar amount of the Senior Notes.

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INTERESTS OF CERTAIN PERSONS IN THE MERGER

Interests of Ascent Capital Directors and Executive Officers in the Merger

        When considering the recommendation of the Ascent Capital board of directors that the stockholders vote in favor of the merger proposal, the advisory compensation proposal and the adjournment proposal, stockholders should be aware that directors and executive officers of Ascent Capital have certain interests in the merger that may be different from or in addition to the interests of stockholders generally. The Ascent Capital board of directors was aware of these interests and considered them, among other things, in evaluating and negotiating the merger agreement and the merger and in recommending that stockholders approve the adoption of the merger agreement, the advisory compensation proposal and the adjournment proposal. These interests include the following:

    Ownership of Ascent Capital Common Stock

        Ascent Capital directors and executive officers own Series A common stock and Series B common stock, representing approximately 5.9% and 30.2% of the outstanding shares of Series A common stock and Series B common stock, respectively. See "Security Ownership of Certain Beneficial Owners and Management—Security Ownership of Management".

    Equity Awards

    Non-Employee Directors

        As described below under "—Treatment of Ascent Capital Equity-Based Awards in the Merger", all Ascent Capital restricted shares then held by Ascent Capital's non-employee directors will vest in full immediately prior to the merger effective time and will be treated in the same manner as other issued and outstanding shares of Ascent Capital common stock as of the merger effective time as described in more detail under "The Merger Agreement—Treatment of Ascent Capital Common Stock".

        The table below sets forth the estimated values of the accelerated vesting of the restricted shares held by Ascent Capital's non-employee directors, assuming that the effective time had occurred on                        . The values were calculated, in accordance with the applicable rules under Regulation S-K under the Exchange Act, by assuming a price of $                        per share of Ascent Capital common stock, which equals the average closing price of shares of Ascent Capital Series A common stock over the five business day period following the first public announcement of the entry into the merger agreement.

 
  Restricted Shares  
Director(1)
  Accelerated
Ascent Capital
RSs (#)
  Value ($)   Total
Value ($)
 

Thomas P. McMillin

                   

Philip J. Holthouse

                   

Michael J. Pohl

                   

(1)
William R. Fitzgerald currently serves as a non-employee director of Ascent Capital and has 11,975 restricted shares of Ascent Capital common stock. Mr. Fitzgerald's compensation is discussed below under "—Executive Officers."

    Executive Officers

        As described in more detail below under "—Treatment of Ascent Capital Equity-Based Awards in the Merger" at or immediately prior to the merger effective time, the vesting of all Ascent Capital

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equity awards then held by executive officers (and other employees) will accelerate (other than certain awards subject to performance objectives that the Ascent Capital board of directors has determined will not be achieved and options held by executive officers (and other employees) which are out-of-the-money, which awards, in each case, will be canceled for no consideration). Further, at the merger effective time, Monitronics phantom stock units that entitle the holder to a cash payment based on the market price of Ascent Capital common stock will convert into phantom stock units based on Monitronics common stock. All such awards that are then unvested will continue to vest following the merger effective time in accordance with the terms, exercisability, vesting schedules and other provisions applicable to such awards, including potential accelerated vesting on qualifying terminations following a change in control.

        Mr. Fred A. Graffam was granted phantom units that are valued based on Ascent Capital's Series A common stock and are payable in cash on the applicable vesting date. As described in more detail below under "—Treatment of Ascent Capital Equity-Based Awards in the Merger", at the effective time, each phantom unit that is outstanding as of immediately prior to the merger effective time will be converted into the right to receive an award of phantom units with respect to Monitronics common stock equal to the product of (i) the number of units subject to such Ascent Capital phantom unit immediately prior to the merger effective time and (ii) the exchange ratio, rounded to the nearest whole unit. Any vesting conditions and restrictions on the receipt of any cash under the award will continue in full force and effect following such adjustment and the terms, vesting schedules and other provisions will remain unchanged.

        In March 2017 and March 2018, Jeffery R. Gardner was awarded 36,231 performance-based restricted stock units (PRSUs) and 135,870 PRSUs, respectively, for a total of 172,101 PRSUs. Such grants include performance conditions related to certain financial and operational performance goals of Ascent Capital. In connection with the merger, the Ascent Capital compensation committee has determined that these performance goals will not be met, and such awards will be canceled as of the merger effective time.

        In March 2018, William E. Niles was awarded 50,000 PRSUs divided between (i) 25,000 PRSUs with a performance condition related to the capital structure of Ascent Capital and (ii) 25,000 additional PRSUs contingent upon the successful completion of a material transaction that enhances stockholder value, as determined by the compensation committee. The Ascent Capital compensation committee has determined that these performance measures have not been met in connection with the merger, resulting in the forfeiture of these awards as of the merger effective time.

        In March 2018, William R. Fitzgerald was awarded 108,696 PRSUs divided between (i) 54,348 PRSUs with a performance condition related to the capital structure of Ascent Capital and (ii) 54,348 additional PRSUs contingent upon the successful completion of a material transaction that enhances stockholder value, as determined by the compensation committee. The Ascent Capital compensation committee has determined that these performance measures have not been met in connection with the merger, resulting in the forfeiture of these awards as of the merger effective time.

    Cash-Based Awards

        Effective March 31, 2019, Monitronics entered into a long-term cash award agreement with Mr. Gardner which provides for a cash award of up to $1,000,000 based on the level of attainment of pre-established performance metrics for 2019. If the performance metrics are satisfied and the award is deemed "earned," the award will vest over eight quarterly installments, subject to his continued employment. Under the terms of the award, if Mr. Gardner's employment with Monitronics or any of its subsidiaries is terminated without cause or by Mr. Gardner for good reason within twelve months following the merger effective time, any portion of the award that has been earned but has not vested will vest as of the date of termination.

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        Also effective March 31, 2019, Monitronics entered into a long-term cash award agreement with Mr. Gardner which provides for a cash award of up to $500,000. The award is divided into two tranches, with each tranche subject to the satisfaction of annual performance measures to be established by the LTIP committee of the Ascent Capital board of directors annually. If the performance metrics are satisfied with respect to a particular tranche, the award is deemed "earned" and vests immediately with respect to such tranche. Under the terms of the award, if Mr. Gardner's employment with Monitronics or any of its subsidiaries is terminated without cause or by Mr. Gardner for good reason within twelve months following the merger effective time, the portion of the award that remains outstanding, if any, will vest at the target amount as of the date of termination.

        On March 29, 2019, Monitronics awarded Mr. Graffam a $250,000 bonus under a retention plan that was to be paid in three equal installments. The first installment was paid April 5, 2019, and the remaining two installments will be paid January 1, 2020 and July 1, 2020, subject to his continued employment on such dates. If Mr. Graffam's employment is terminated without cause, by him for good reason (as defined in Mr. Graffam's employment agreement with Ascent Capital) or due to his death or long-term disability (as defined in the applicable long-term disability plan), he (or his estate or legal representative) will receive a lump sum cash payment equal to any amount of the retention bonus that remains unpaid, subject to the timely execution, delivery and non-revocation (if applicable) of a general release of claims. If Mr. Graffam voluntarily terminates his employment for any reason (other than for good reason), he will forfeit any amount of the retention bonus that remains unpaid as of the date of termination.

        Further, effective March 31, 2019, Monitronics awarded Mr. Graffam an annual cash award of $450,000, a portion of which is subject to the satisfaction of performance criteria to be determined by the LTIP committee of the Ascent Capital board of directors. Under the terms of the award, if Mr. Graffam's employment with Ascent Capital or any of its subsidiaries is terminated without cause or by Mr. Graffam for good reason within twelve months following the merger effective time, the portion of the award that remains outstanding, if any, will vest in full as of the date of termination.

        The estimated value of the payments that may be made to our named executive officers in connection with their cash-based compensation arrangements are included in the "Cash" column of the table below under "—Golden Parachute Compensation."

        The estimated aggregate value of the equity- and cash-based benefits that would be payable to Ascent Capital's executive officers (other than the named executive officers) upon a qualifying termination of employment under the applicable award agreements is $                        , which is based on the same assumptions used to calculate the values for the named executive officers in the tables below.

    Employment Agreements

        As of December 31, 2018, each named executive officer (other than Mr. Fitzgerald) had an employment agreement with Ascent Capital. If Ascent Capital terminates the employment of a named executive officer, without cause and concurrently with or following the merger effective time, in addition to all accrued and unpaid base salary and vacation time, all approved and unpaid bonus amounts, and all incurred and unpaid expenses, such named executive officer would be entitled to receive a severance payment equal to (i) the product of 2.5 times the sum of (A) base salary and (B) target bonus in the case of Mr. Niles; (ii) four times his annual base salary in the case of Mr. Gardner; and (iii) the product of two times the sum of (A) base salary and (B) target bonus in the case of Mr. Graffam. In addition, the employment agreements provide for continued subsidized medical coverage following termination of employment for a period ending on the earlier of (i) the period prescribed by COBRA or (ii) two years in the case of Mr. Niles, 18 months in the case of Mr. Gardner or 12 months in the case of Mr. Graffam. The employment agreement for Mr. Niles further provides that his employment will be automatically terminated in connection with a change in control, which will

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include the merger, and the parties expect such termination to occur immediately prior to the merger effective time. The employment agreement for Mr. Niles also provides for a two-year post-employment noncompete and nonsolicitation covenant, and provides that his severance payments may be limited in the event that, after application of the parachute tax provisions of Section 280G and 4999 of the Code, he would retain a larger after-tax portion of such severance by so limiting his payments.

Treatment of Ascent Capital Equity-Based Awards in the Merger

        At or immediately prior to the merger effective time, upon the terms and subject to the conditions of the merger agreement, outstanding equity awards with respect to shares of Ascent Capital common stock granted by Ascent Capital to Ascent Capital's non-employee directors, executive officers and other employees will be adjusted as follows:

    Stock Options.  At the merger effective time, each Ascent Capital stock option that is outstanding as of immediately prior to the merger effective time, whether vested or unvested, will cease to represent an option to purchase Ascent Capital common stock, and will be canceled for no consideration.

    Restricted Stock Units (RSU).  (i) Each Ascent Capital RSU (other than Monitronics phantom stock units that entitle the holder to a cash payment based on the market price of Ascent Capital common stock described below) that is outstanding as of immediately prior to the merger effective time, that is subject to only time-based vesting, will vest in full immediately prior to the merger effective time and will be settled in shares of Ascent Capital common stock which will be treated in the same manner as other issued and outstanding shares of Ascent Capital common stock as of the merger effective time as described in more detail under "The Merger Agreement—Treatment of Ascent Capital Common Stock" and (ii) at the merger effective time, each Ascent Capital RSU subject to performance-based vesting requirements that have not been satisfied as of the merger effective time will be canceled for no consideration.

    Monitronics Phantom Stock Units.  At the merger effective time, each Monitronics phantom stock unit that entitles the holder to a cash payment based on the market price of Ascent Capital common stock that is outstanding as of immediately prior to the merger effective time will be converted into the right to receive an award of phantom stock units with respect to a number of shares of Monitronics common stock equal to the product of (i) the number of shares of Ascent Capital common stock subject to such Monitronics phantom stock unit award immediately prior to the merger effective time and (ii) the exchange ratio, rounded to the nearest whole unit. Any vesting conditions and restrictions on the receipt of any Monitronics phantom stock units will continue in full force and effect following such adjustment and the terms, vesting schedules and other provisions will remain unchanged.

    Restricted Shares.  Each Ascent Capital restricted share award will vest in full immediately prior to the merger effective time and will be treated in the same manner as other issued and outstanding shares of Ascent Capital common stock as of the merger effective time as described in more detail under "The Merger Agreement—Treatment of Ascent Capital Common Stock".

Golden Parachute Compensation

        The table below, which is intended to comply with Item 402(t) of Regulation S-K, sets forth for each of Ascent Capital's named executive officers estimates of the amounts of compensation that are based on or otherwise relate to the merger and that will or may become payable to the named executive officer on a qualifying termination of employment following the merger (i.e., on a "double trigger" basis). Other than the accelerated equity compensation described above, none of the named executive officers would be entitled to any such compensation immediately at the effective time (i.e., on a "single trigger" basis); provided, however, that Mr. Niles' employment is expected to be terminated

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immediately prior to the merger effective time, which will result in the payment of his change-in-control related severance at such time.

        The Ascent Capital stockholders are being asked to approve, on a non-binding, advisory basis, such compensation for these named executive officers. See "Proposal 2: The Advisory Compensation Proposal." Because the vote to approve such compensation is advisory only, it will not be binding on either Ascent Capital or Monitronics. Accordingly, if the merger agreement is adopted by Ascent Capital's stockholders and the merger is completed, the compensation will be payable regardless of the outcome of the vote to approve such compensation, subject only to the conditions applicable thereto, which are describ