Ascent Capital Group, Inc.
Ascent Capital Group, Inc. (Form: 8-K, Received: 09/22/2017 14:09:35)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
 
Date of Report (date of earliest event reported): September 22, 2017
 
ASCENT CAPITAL GROUP, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-34176
 
26-2735737
(State or other jurisdiction of
 
(Commission
 
(I.R.S. Employer
incorporation or organization)
 
File Number)
 
Identification No.)
 
5251 DTC Parkway, Suite 1000
Greenwood Village, Colorado 80111
(Address of principal executive offices and zip code)
 
Registrant’s telephone number, including area code: (303) 628-5600
 
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. o










Item 7.01. Regulation FD Disclosure.
On September 22, 2017, in contemplation of discussions to be held among management, investors, and/or potential investors, the Company posted a slide presentation on its website, which included information regarding the relationship between Monitronics International, Inc. and Nest Labs, Inc. The slide presentation is attached hereto as Exhibit 99.1.
The information in the slide presentation attached hereto as Exhibit 99.1 is being furnished to the Securities and Exchange Commission under Item 7.01 of Form 8-K in satisfaction of the public disclosure requirements of Regulation FD and shall not be deemed “filed” for any purpose.
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 

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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: September 22, 2017
 
 
ASCENT CAPITAL GROUP, INC.
 
 
 
 
 
By:
/s/ William E. Niles
 
 
Name:
William E. Niles
 
 
Title:
Executive Vice President, General Counsel and Secretary


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0-83-155 119-115-181 164-207-94 1-79-110 Section Title Slide Partnership Overview Exhibit 99.1


 
0-83-155 119-115-181 164-207-94 1-79-110 A S C E N T CAPITAL GROUP INC Content Slide This presentation includes certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements about business strategies, including the launch of MONI’s direct sales and installation channel and the strategic internet of things partnership with Nest, market potential and expansion, the success of new products and services, consumer demand for interactive and home automation services, account creation and related costs, anticipated account generation, future financial prospects, and other matters that are not historical facts. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, possible changes in market acceptance of our services, technological innovations in the alarm monitoring industry, competitive issues, continued access to capital on terms acceptable to Ascent and/or MONI, our ability to capitalize on acquisition opportunities, general market and economic conditions and changes in law and government regulations. These forward-looking statements speak only as of the date of this presentation, and Ascent and MONI expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in Ascent's and MONI’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Please refer to the publicly filed documents of Ascent and MONI, including the most recent Forms 10-K and 10-Q for additional information about Ascent and MONI and about the risks and uncertainties related to Ascent's and MONI’s business which may affect the statements made in this presentation. Forward Looking Statements 2


 
0-83-155 119-115-181 164-207-94 1-79-110 A S C E N T CAPITAL GROUP INC Content Slide Nest Secure Starter Kit retails for $499 • Nest Guard is an all-in-one security base that provides the alarm, keypad and a motion sensor, along with a friendly voice. • Nest Detect is a category first: a sensor that detects both motion and open or close movement in one compact, battery-powered product. • Nest Tag is a convenient fob that can attach to a keychain, allowing you to easily arm and disarm Nest Secure without a passcode. • The Nest App allows users to control the system via their mobile device. NEST SECURE PRODUCT SUITE 3


 
0-83-155 119-115-181 164-207-94 1-79-110 A S C E N T CAPITAL GROUP INC Content Slide ~120M Total U.S. Households ~65M Home Security Core Opportunity ~20M Current Home Security Customer Base 1M Current MONI/LW Customer Base MONI & NEST SECURE – A Strategic IoT Partnership 4 • Raises MONI’s brand awareness among consumers and identifies new potential customers for additional products and services • Leverage Nest’s marketing efforts and distribution channels to elevate the MONI brand and drive broader growth opportunities to MONI direct and dealer channels Increase penetration into $80B+ connected home market Expands Addressable Market


 
0-83-155 119-115-181 164-207-94 1-79-110 A S C E N T CAPITAL GROUP INC Content Slide Sell through existing channels including online and retail outlets like Best Buy New Nest Secure customers are referred to MONI for professional monitoring MONI & NEST SECURE – Go-to-Market Strategy 5 Advertise directly to consumers and through dealers to attract customers for professional monitoring MONI will buy equipment from Nest to resell to its customers Customer signs professional monitoring contract with MONI (rates to be announced but competitive with other DIY, professional monitoring offers) MONI provides professional monitoring and customer service Collect RMR from customers MONI pays a monthly fee to Nest for providing and maintaining smartphone interface and cellular backup, similar to relationship with existing interactive service providers