Monitronics tenders for any and all 11¾% notes

By Jennifer Chiou

New York, May 17 - Monitronics International Inc. announced the launch of a cash tender offer to purchase any and all of its 11¾% senior subordinated notes due 2010.

The Dallas-based provider of alarm system monitoring services is also soliciting consents to amend the note indenture to shorten the advance notice required before Monitronics may redeem the notes to three business days from 30 days prior to the redemption date, to eliminate substantially all restrictive covenants and certain events of default provisions, to amend certain provisions of covenants relating to the merger and consolidation of Monitronics and its subsidiary guarantors, to make changes to certain terms of the defeasance provisions and make related changes in the notes and to delete the form of supplemental indenture for subsequent guarantors.

Holders who tender must deliver consent.

The consent deadline is 5 p.m. ET on June 1. The tender offer expires at midnight ET on June 15.

For each $1,000 principal amount of notes, the company said it will calculate its payout using the present value of $1,080, the redemption amount of the notes on their first call date of Sept. 1, 2007, discounted using the yield on the 4% Treasury due Aug. 31, 2007 and 50 basis points.

Pricing will be determined at 2 p.m. ET on June 1.

The yield on the reference security as of 2 p.m. ET on May 17 was 4.819%. Assuming the same yield, the total consideration for each $1,000 principal amount of notes would be $1,091.68, including a $30.00 payment for those who tender by the consent deadline.

The offer is conditioned on the receipt of consents sufficient to approve the proposed amendments and the necessary financing.

Morgan Stanley & Co., Inc. is the dealer manager and solicitation agent (800 624-1808 or call collect 212 761-5384, attn: Tate Forrester). D.F. King & Co., Inc. is the information agent (call collect 212 269-5550 or 800 290-6427).

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