Ascent Capital to withdraw Series A common stock from listing on Nasdaq
Ascent Capital has voluntarily notified Nasdaq of its intent to withdraw its Series A common stock, par value 1c per share, from listing on Nasdaq Global Select Market. Ascent announced that it supplemented its initial notice with information regarding the July 1 deficiency notice. On July 15, following a ten-day period that commences after Ascent provided notice of its intent to delist to Nasdaq, Ascent intends to file with Nasdaq and the U.S. Securities and Exchange Commission, a Form 25 relating to the delisting of its Series A common stock. It is anticipated that the delisting will become effective on July 25, ten days after the filing date of the Form 25, and its Series A common stock will no longer trade on Nasdaq effective on such date. Ascent expects its Series A common stock to be quoted and traded on the OTC Markets promptly after the effectiveness of the delisting from Nasdaq, although it cannot assure that this will be the case. Ascent does not expect the Nasdaq delisting or SEC deregistration to adversely affect Ascent's business operations or the pending restructuring of its wholly owned subsidiary, Monitronics under Chapter 11 of the U.S. Bankruptcy Code, nor does Ascent believe that the delisting will adversely impact Ascent's proposed participation in the restructuring of Monitronics, including the proposed merger of Ascent into Monitronics. As previously disclosed, on November 26, 2018, Ascent received notification from the Listing Qualifications Department of Nasdaq that the market value of the publicly held shares of Ascent's Series A common stock for the last 30 consecutive business days was less than $15M, which is the minimum market value of publicly held shares necessary to qualify for continued listing on Nasdaq under Listing Rule 5450. The letter further indicated that Ascent had a grace period through May 28 to regain compliance. Because Ascent did not regain compliance with the requirement before the grace period expired, it received a letter from Nasdaq on May 29, that Ascent's Series A common stock would be delisted, absent an appeal by Ascent to stay the delisting. Ascent originally intended to appeal Nasdaq's determination to delist Ascent's Series A common stock at a hearing scheduled for August 1, and Ascent's management and board assessed possible actions to regain compliance with the requirement, and carefully reviewed and considered a number of factors, including Ascent's current financial condition and the pendency of the restructuring of its wholly-owned subsidiary, Monitronics. Following such assessments, the board, with the support and recommendation of Ascent's management, has concluded that the expenditures of time and resources necessary to regain compliance with the requirement and to prepare for the August hearing, when considered together with the tenuous uncertainty of Ascent's ability to present a plan satisfactory to Nasdaq for regaining compliance, would not be in the best interests of Ascent's stockholders and that all such resources could be better focused on Monitronics' pending restructuring. For such reasons, the board has determined to voluntarily delist the Series A common stock from Nasdaq.