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): December 22, 1997
ASCENT ENTERTAINMENT GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-27192 52-1930707
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File No.) Identification No.)
One Tabor Center
1200 Seventeenth Street, Suite 2800
Denver, Colorado 80202
(Address of principal executive offices)
(303) 626-7000
(Registrant's telephone number, including area code)
<PAGE>Item 5. OTHER EVENTS
On December 22, 1997, Ascent Entertainment Group, Inc. ("Ascent") completed
the sale of $225,000,000 principal amount at maturity of Senior Secured
Discount Notes due 2004 (the "Senior Notes"). The issue price of the Senior
Notes, which mature on December 15, 2004, was $562.95 per $1,000 principal
amount at maturity (generating approximately $127 million in aggregate gross
proceeds), representing a yield to maturity of 11.875% computed on a
semi-annual bond equivalent basis from the date of issuance. Cash interest
will not accrue on the Senior Notes prior to December 15, 2002. Commencing
December 15, 2002, cash interest on the Senior Notes will accrue and
thereafter will be payable on June 15 and December 15 of each year (commencing
June 15, 2003) at a rate of 11.875% per annum. The Senior Notes are
redeemable, at the option of Ascent at any time, in whole or in part, on or
after December 15, 2001, at specified redemption prices plus accrued and
unpaid interest. In addition, at any time prior to December 15, 2000, Ascent
may redeem up to 35% of the originally issued principal amount at maturity of
the Senior Notes with the net cash proceeds of one or more sales of its
capital stock at a redemption price equal to 111.875% of the accreted value
thereof to the redemption date. The Senior Notes are senior secured
indebtedness of Ascent, secured by a pledge of all of the capital stock of
Ascent's majority-owned subsidiary, On Command Corporation ("OCC") now owned
or hereafter acquired by Ascent. The Senior Notes rank senior to all existing
and future subordinated indebtedness of Ascent and pari passu in right of
payment to all unsubordinated indebtedness of Ascent.
Net proceeds from the offering and sale of the Senior Notes of approximately
$121 million will be used to repay outstanding indebtedness under Ascent's
existing credit facility with NationsBank of Texas, N.A., as Administrative
Agent (the "Agent"), and Ascent has entered into a new five year $50 million
credit facility with the Agent, secured by the pledge of all of the capital
stock of Ascent's subsidiaries other than OCC.
The Senior Notes were issued in a private placement and have not been
registered with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933 (the "Securities Act"), and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements. In connection with the issuance of
the Senior Notes, Ascent has agreed to file with the Commission and use its
best efforts to cause to become effective a registration statement with
respect to a registered offer to exchange the then outstanding Senior Notes
for Senior Notes of equal value that have been registered pursuant to the
Securities Act (the "Exchange Offer"). In the event that such registration
statement is not filed or declared effective or the Exchange Offer is not
consummated prior to specified dates, additional interest on the Senior Notes
will accrue until the Exchange Offer is consummated or certain other
requirements are met.
A copy of the press release announcing the consummation of the offer and
sale of the Senior Notes is attached hereto as Exhibit 20.1 and incorporated
herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits (listed according to the number assigned in Item 601 of
Regulation S-K).
EXHIBIT NO. DESCRIPTION
20.1 Press Release dated December 22, 1997.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ASCENT ENTERTAINMENT GROUP, INC.
By: /s/ Arthur M. Aaron
Arthur M. Aaron
Vice President, Business
and Legal Affairs
Date: December 23, 1997
ASCENT SUCCESSFULLY COMPLETES $127 MILLION
NOTES PRIVATE PLACEMENT
FOR IMMEDIATE RELEASE
Monday, December 22, 1997
CONTACT: MEDIA: ANALYSTS:
PAUL JACOBSON JIM CRONIN
ASCENT ASCENT
(303) 626-7060 (303) 626-7010
DENVER, COLO. -- Ascent Entertainment Group, Inc. (Nasdaq:GOAL) today
announced that it has completed successfully the private placement pursuant to
Rule 144A of 11 7/8% Senior Secured Discount Notes due 2004 generating
gross proceeds of approximately $127 million. The net proceeds of the
offering will be used to repay existing debt of the Company, and the Company
is entering into a new five year $50 million revolving credit facility with
NationsBank of Texas, N.A. as the Administrative Agent. The notes have been
assigned ratings of B minus by Standard & Poor's and B3 by Moody's.
The securities being offered in the private placement have not been registered
under the Securities Act of 1933 or any state securities laws and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.
