Page 5 of 8 SEC Filing The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. Item 4. Purpose of Transaction.
Item 4 is hereby amended to add the following: On March 11, 2016, Okumus Fund Management Ltd. and certain of its affiliates (collectively, “Okumus”) entered into a settlement agreement with the Issuer (the “Settlement Agreement”). The following description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. Pursuant to the terms of the Settlement Agreement, the Issuer agreed, among other things, to appoint Rana Kashyap (the “New Director”) to the Board as a Class III director to fill an existing vacancy on the Board for a term to expire at the Company’s 2017 Annual Meeting. The Settlement Agreement provides that the Issuer will give the New Director the same due consideration for membership on any committees of the Board as given to any other independent director. The Settlement Agreement further provides that if the New Director is unable or unwilling to serve as a director, resigns for any good reason or is removed as a director (other than for cause) prior to the expiration of the Standstill Period (as defined below) and at such time Okumus beneficially owns in the aggregate at least seven and one-half-percent (7.5%) of the Issuer’s then-outstanding shares, then Okumus will be entitled to recommend a substitute person(s) who meets certain independence and experience criteria for approval by the Nominating and Corporate Governance Committee and appointment by the Board within five (5) business days after such committee’s approval. Pursuant to the terms of the Settlement Agreement, Okumus agreed, that during the term of the Settlement Agreement, among other things, to cause all shares beneficially owned by it to be voted (i) in favor of each director nominated by the Board; (ii) against any stockholder nominations for directors which are not approved or recommended by the Board; and (iii) in accordance with the Board’s recommendation with respect to all other matters, provided that (a) Okumus may vote in its sole discretion with respect to any Board-approved publicly announced proposals relating to a merger, acquisition, disposition of all or substantially all of the assets of the Issuer or other business combination (a “Business Combination”) involving the Issuer and (b) nothing in the Settlement Agreement shall prevent Okumus from announcing its views and its vote on any such Business Combination, so long as such announcement is limited to the merits and is not disparaging. Okumus also agreed to certain customary standstill provisions, effective as of the date of the Settlement Agreement through the earlier of (i) five (5) business days prior to the end of the last day that stockholders of the Issuer may timely notify the Issuer of a nomination or proposal to be brought before the 2017 Annual Meeting or (ii) ninety-five (95) days prior to the first anniversary of the 2016 Annual Meeting (the “Standstill Period”). The standstill provisions generally prohibit Okumus from taking specified actions with respect to the Issuer and its securities, including, among others: (i) acquiring beneficial ownership of additional voting securities; (ii) soliciting or participating in the solicitation of proxies; (iii) advising or encouraging any person with respect to the voting or disposition of any voting securities; (iv) joining any “group” with respect to the voting securities; (v) seeking to call a special meeting, making a stockholder proposal, requesting a list of the holders of the Issuer’s voting securities, seeking to place a representative or other nominee on the Board, or seeking the removal of any director; or (vi) making proposals or offers with respect to mergers, acquisitions and other business combinations. Follow Ascent Capital Group Inc. (NASDAQ:ASCMA)
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The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended to add the following:
On March 11, 2016, Okumus Fund Management Ltd. and certain of its affiliates (collectively, “Okumus”) entered into a settlement agreement with the Issuer (the “Settlement Agreement”). The following description of the Settlement Agreement is qualified in its entirety by reference to the Settlement Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Pursuant to the terms of the Settlement Agreement, the Issuer agreed, among other things, to appoint Rana Kashyap (the “New Director”) to the Board as a Class III director to fill an existing vacancy on the Board for a term to expire at the Company’s 2017 Annual Meeting. The Settlement Agreement provides that the Issuer will give the New Director the same due consideration for membership on any committees of the Board as given to any other independent director. The Settlement Agreement further provides that if the New Director is unable or unwilling to serve as a director, resigns for any good reason or is removed as a director (other than for cause) prior to the expiration of the Standstill Period (as defined below) and at such time Okumus beneficially owns in the aggregate at least seven and one-half-percent (7.5%) of the Issuer’s then-outstanding shares, then Okumus will be entitled to recommend a substitute person(s) who meets certain independence and experience criteria for approval by the Nominating and Corporate Governance Committee and appointment by the Board within five (5) business days after such committee’s approval.
Pursuant to the terms of the Settlement Agreement, Okumus agreed, that during the term of the Settlement Agreement, among other things, to cause all shares beneficially owned by it to be voted (i) in favor of each director nominated by the Board; (ii) against any stockholder nominations for directors which are not approved or recommended by the Board; and (iii) in accordance with the Board’s recommendation with respect to all other matters, provided that (a) Okumus may vote in its sole discretion with respect to any Board-approved publicly announced proposals relating to a merger, acquisition, disposition of all or substantially all of the assets of the Issuer or other business combination (a “Business Combination”) involving the Issuer and (b) nothing in the Settlement Agreement shall prevent Okumus from announcing its views and its vote on any such Business Combination, so long as such announcement is limited to the merits and is not disparaging.
Okumus also agreed to certain customary standstill provisions, effective as of the date of the Settlement Agreement through the earlier of (i) five (5) business days prior to the end of the last day that stockholders of the Issuer may timely notify the Issuer of a nomination or proposal to be brought before the 2017 Annual Meeting or (ii) ninety-five (95) days prior to the first anniversary of the 2016 Annual Meeting (the “Standstill Period”). The standstill provisions generally prohibit Okumus from taking specified actions with respect to the Issuer and its securities, including, among others: (i) acquiring beneficial ownership of additional voting securities; (ii) soliciting or participating in the solicitation of proxies; (iii) advising or encouraging any person with respect to the voting or disposition of any voting securities; (iv) joining any “group” with respect to the voting securities; (v) seeking to call a special meeting, making a stockholder proposal, requesting a list of the holders of the Issuer’s voting securities, seeking to place a representative or other nominee on the Board, or seeking the removal of any director; or (vi) making proposals or offers with respect to mergers, acquisitions and other business combinations.
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