Attached files
file | filename |
---|---|
EX-2.1 - EX-2.1 - Ascent Capital Group, Inc. | v55285exv2w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): February 17, 2010
ASCENT MEDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
001-34176 (Commission File Number) |
26-2735737 (I.R.S. Employer Identification No.) |
12300 Liberty Boulevard
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Englewood, Colorado 80112
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (720) 875-5622
(Former name or former address, if changed since last report)
(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))
Item 1.01 Entry into a Material Definitive Agreement.
Purchase Agreement
On February 17, 2010 (the Completion Date), Ascent Media Network Services Europe
Limited (AMNSE), an indirect wholly owned subsidiary of Ascent Media Corporation (the
Corporation), and Ascent Media Group LLC (AMG), indirect parent of AMNSE and a
direct wholly owned subsidiary of the Corporation, entered into an Asset Purchase Agreement (the
Purchase Agreement) with Discovery Communications Europe Limited (Discovery)
and simultaneously completed the transactions contemplated by the Purchase Agreement.
Pursuant to the Purchase Agreement, on the Completion Date AMNSE sold Discovery the assets and
operations of the Chiswick Park playout facility in London, England (the Facility), and
terminated the Network Origination Services Agreement between AMNSE and Discovery dated July 3,
2007 (the Services Agreement). The Facility was built by AMNSE in 2005 at Discoverys UK
headquarters specifically for use by Discovery Networks Europe. As a result of the asset sale,
Discovery now owns the assets required to conduct the media management, editing, playout and other
technical services (Services) previously provided by AMNSE to Discovery at the Facility
pursuant to the Services Agreement. Pursuant to the Purchase Agreement, AMNSE received a cash
payment of approximately 22 million British pounds (approximately $35 million based on applicable
exchange rates) and Discovery assumed certain liabilities related to the provision of the Services.
The Purchase Agreement contains customary warranties, undertakings and covenants by each of
AMNSE and Discovery. At closing, AMNSE and Discovery entered into a Transition Services Agreement
to provide for the transition of the Services from AMNSE to Discovery. AMNSE and Discovery are
subject to non-solicitation provisions, which restrict both AMNSE and Discovery from entering into
contracts for the services of or attempting to entice certain employees of the other within a 12
month period from the Completion Date. Also pursuant to the Purchase Agreement, AMG will guarantee
the performance of AMNSE of its obligations under the Purchase Agreement and will indemnify
Discovery against losses arising from a breach by AMNSE of its obligations under the Purchase
Agreement. The Purchase Agreement supersedes the non-binding letter of intent between Discovery
and AMNSE dated December 21, 2009.
The foregoing description of the Purchase Agreement does not purport to be complete and is
qualified by reference to the full text of the Purchase Agreement filed as Exhibit 2.1 to this
Current Report on Form 8-K.
Relationship Between the Corporation and Discovery
Discovery is a subsidiary of Discovery Communications, Inc. (DCI). DCI was formed
on September 17, 2008 in connection with Discovery Holding Company (DHC) and
Advance/Newhouse Programming Partnership (Advance/Newhouse) combining their respective
ownership interests in Discovery Communications Holding, LLC (Old Discovery) and
exchanging those interests with and into DCI. Prior to that transaction, Old Discovery was a
stand-alone private company, which was owned approximately 66-2/3% by DHC and 33-1/3% by
Advance/Newhouse.
Prior to September 17, 2008, the Corporation was a wholly-owned subsidiary of DHC. On
September 17, 2008, DHC completed the spin off of the Corporations capital stock to the holders of
DHC Series A and Series B common stock (the Ascent Media Spin Off). The Ascent Media
Spin Off was a condition precedent to the transaction between DHC and Advance/Newhouse that formed
DCI. In connection with such transactions, certain businesses that provide sound, music, mixing,
sound effects, and other related services, which were formerly part of AMG, were retained by DHC
and became owned indirectly by DCI.
The Corporation and DCI are separate public companies and operate independently, and neither
has any stock ownership, beneficial or otherwise, in the other. In connection with the Ascent
Media Spin Off, Ascent Media and DHC entered into certain agreements in order to govern certain of
the ongoing relationships between Ascent Media and DHC after the Ascent Media Spin Off and to
provide mechanisms for an orderly transition. These agreements include a reorganization agreement,
a services agreement and a tax sharing agreement, which provide for, among other things, certain
mutual indemnification obligations.
John C. Malone, a member of the board of directors of the Corporation, is also a member of the
board of directors of DCI.
1
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Name | |||
2.1 | Asset Purchase Agreement dated February 17, 2010 between
Ascent Media Network Services Europe Limited, Ascent Media
Group LLC and Discovery Communications Europe Limited |
2
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: February 23, 2010
ASCENT MEDIA CORPORATION |
||||
By: | /s/ William E. Niles | |||
Name: | William E. Niles | |||
Title: | Executive Vice President, General Counsel and Secretary |
3
EXHIBIT INDEX
Exhibit No. | Name | |||
2.1 | Asset Purchase Agreement dated February 17, 2010 between
Ascent Media Network Services Europe Limited, Ascent Media
Group LLC and Discovery Communications Europe Limited |