QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE MATTERS TO BE ADDRESSED AT THE SPECIAL MEETING

         The following questions and answers are intended to address briefly some commonly asked questions regarding the merger, the Plan (as defined below) and the matters to be addressed at the special meeting. These questions and answers may not address all questions that may be important to you as a stockholder. To better understand these matters, and for a description of the terms and conditions governing the merger, you should carefully read this entire proxy statement/prospectus, including the attached annexes. See the section entitled "Where You Can Find More Information."

Q:    Why am I receiving this document?

A:

You are receiving these materials because you owned shares of Ascent Capital's Series A common stock, par value $0.01 per share ( Series A common stock ), or Series B common stock, par value $0.01 per share ( Series B common stock and, together with Series A common stock, the Ascent Capital common stock ), as of 5:00 p.m., New York City time, on                , 2019 (the record date ), for the special meeting (as defined below) and, therefore, are entitled to vote at the special meeting.

Pursuant to the Agreement and Plan of Merger, dated as of May 24, 2019 (as may be amended from time to time, the merger agreement ), by and among Monitronics International, Inc. ( Monitronics ) and Ascent Capital Group, Inc. ( Ascent Capital ), Ascent Capital and Monitronics agreed to a stock-for-stock merger, pursuant to which, among other things, Ascent Capital will merge with and into Monitronics substantially concurrently with the restructuring (described herein) of Monitronics (which, after giving effect to the restructuring (as defined below) is referred to in this proxy statement/prospectus as Restructured Monitronics ), with Monitronics as the surviving company (the merger), and immediately thereafter Monitronics is expected to be redomiciled in Delaware (the redomiciliation ). A copy of the merger agreement is attached to this document as Annex A.

Ascent Capital is holding a special meeting of stockholders (the special meeting ) to obtain the stockholder approval necessary to (i) approve the adoption of the merger agreement (the merger proposal ); (ii) approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the named executive officers of Ascent Capital in connection with the merger (the advisory compensation proposal ) and (iii) authorize the adjournment of the special meeting by Ascent Capital to permit further solicitation of proxies, if necessary or appropriate, if sufficient votes are not represented at the special meeting to approve the merger proposal (the adjournment proposal , and together with the merger proposal and the advisory compensation proposal, the proposals ). Stockholders of Ascent Capital are not entitled to, and are not being asked to, vote on the Plan (as defined below) or any other aspect of the restructuring.

If the merger proposal is approved at the special meeting, subject to certain other conditions, the merger and redomiciliation are expected to occur substantially concurrently with the restructuring (as defined below) of Monitronics in connection with the proposed Chapter 11 Cases (as defined below) as contemplated by the RSA (as defined below). The merger and redomiciliation are conditioned on the restructuring, but the restructuring and the Chapter 11 Cases (as defined below) are not conditioned on the merger, the redomiciliation or any stockholder votes related thereto. In this proxy statement/prospectus, we refer to Monitronics after giving effect to the restructuring as Restructured Monitronics .

This proxy statement/prospectus includes important information about the merger, the merger agreement, the redomiciliation, the advisory compensation proposal, the special meeting, the restructuring, the RSA (as defined below) and the Plan (as defined below).

Q:    What are the RSA and the Plan?

A:

The Restructuring Support Agreement, dated May 20, 2019 (the RSA ), between Monitronics and its domestic subsidiaries party thereto (the Debtors ), Ascent Capital, certain noteholders and term lenders of the Debtors, and the other parties thereto, is an agreement pursuant to which the parties thereto have agreed to support a restructuring transaction for the Debtors (the restructuring ) on the terms and conditions set forth in the RSA, including the issuance of common stock, par value $0.01 per share, of Monitronics ( Monitronics common stock ) to creditors of the Debtors. Pursuant to the RSA, the Debtors intend to commence voluntary reorganization cases (the Chapter 11 Cases ) under Chapter 11 of title 11 of the United States Code ( Bankruptcy Code ) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the Bankruptcy Court ) to consummate the restructuring pursuant to a partial prepackaged Chapter 11 plan of reorganization consistent in all material respects with the RSA (such partial prepackaged Chapter 11 plan, as it may be amended, restated, amended and restated, supplemented, or otherwise modified, the Plan ). Ascent Capital, as the sole Monitronics stockholder, has agreed to support the Plan under the terms of the RSA. A copy of the RSA and its schedules and exhibits is attached to this document as Annex C. For a more detailed description of the RSA, see "The Restructuring and the Restructuring Support Agreement" and for a more detailed description of the Plan, see "The Plan." At this time, the Debtors have not taken any action approving a bankruptcy filing.

Lenders holding more than half in number and at least 2/3 in amount of (but not all) claims under each of the Debtors' credit facilities have become consenting lenders under the RSA. As a result, the number and amount of the Debtors' credit facilities claims held by lenders contractually obligated to support the Plan exceed the thresholds required for approval of such Plans by each class of the Debtors' credit facilities claims under the Bankruptcy Code. Additional consenting lenders may join the RSA in the future.

The merger and redomiciliation are conditioned on the restructuring, but the restructuring and the Chapter 11 Cases are not conditioned on the merger, the redomiciliation or any stockholder votes related thereto. Stockholders of Ascent Capital are not entitled to and are not being asked to vote on the Plan or any other aspect of the Restructuring.

Q:    Can the merger be consummated without the restructuring, even if Ascent Capital stockholders approve the merger?

A:

No. The restructuring is a condition to the merger, therefore if the restructuring is not consummated then the merger will not be consummated. Approval of the restructuring pursuant to the Plan requires acceptance of the Plan from certain classes of creditors entitled to vote on the Plan. A class of creditors accepts the Plan if the Plan is accepted by the holders of at least two-thirds in dollar amount and more than one-half in number of the claims in such class that have timely and properly voted to accept or reject the Plan. The Debtors will solicit the votes on the Plan from their term loan lenders and noteholders substantially concurrently with Ascent Capital's solicitation of Ascent Capital stockholders with respect to the Merger. This proxy statement/prospectus is not a solicitation by Monitronics of a vote on the Plan.

Q:    What happens if the merger is not consummated? Can the restructuring be consummated without the merger, including if the merger proposal is not approved at the special meeting?

A:

If the merger is not completed for any reason, Ascent Capital stockholders will not receive any consideration for their shares of Ascent Capital common stock and Ascent Capital and Monitronics will remain separate companies . Failure to complete the merger may cause uncertainty or other negative consequences that may materially and adversely affect Ascent

Capital's business. Additionally, if the merger is not consummated on the effective date of the Plan (the Plan effective date ) for any reason, then the non-Ascent restructuring (as defined below) may occur without the merger, the merger will not be consummated, and Ascent Capital's equity interests in Monitronics will be cancelled without Ascent Capital recovering any property or value on account of such equity interests, all of which could have a material adverse effect on Ascent Capital's business, financial performance and operating results and the price per share for Ascent Capital common stock. In such an event, the holders of Ascent Capital common stock would own stock in a company whose only significant assets are a minimal amount of cash and certain net operating losses.

The merger is not a condition to the Plan becoming effective or the completion of the restructuring. Therefore, the mere failure to complete the merger will not prevent the Plan from becoming effective, the restructuring from being completed or result in the inability to achieve the global settlement of claims and comprehensive releases in favor of the Debtors provided for in the Plan.

Pursuant to the RSA, if any of the following occur (a non-Ascent restructuring toggle event ):

•

the merger proposal is not approved at the special meeting (or any adjournment or postponement thereof),



•

all requisite approvals to consummate the merger (including approval of the merger proposal) are not obtained by the date that is no later than sixty-five days after the Petition Date (as defined herein),



•

the merger otherwise does not occur on the Plan effective date for any reason,



•

the amount of cash held by Ascent Capital immediately prior to the consummation of the merger is, or is reasonably expected to be, in the determination of the RSA parties other than Ascent Capital, a net cash amount (as defined below) of less than $20 million as of the Plan effective date,



•

there is a material breach by Ascent Capital of the RSA,



•

Ascent Capital (1) communicates its intention not to support the restructuring or files, communicates, executes a definitive written agreement with respect to, or otherwise supports an Alternative Restructuring Proposal and (2) such action has, or may be reasonably expected to have, an adverse effect on the Debtors' ability to consummate the restructuring,



•

Ascent Capital files a motion or pleading with the Bankruptcy Court that is not consistent in all material respects with the RSA, the relief requested by such motion has, or may be reasonably expected to have, a material adverse effect on the Debtors' ability to consummate the restructuring, and such motion is not withdrawn within two business days of the receipt by Ascent Capital of written notice from the other RSA parties that such motion or pleading is inconsistent with the RSA,



•

the occurrence of certain bankruptcy or insolvency events with respect to Ascent Capital specified in the RSA, or



•

Ascent Capital validly terminates the RSA with respect to itself, so long as no other RSA party actually exercises an independent right to terminate the RSA;

then the RSA parties other than Ascent Capital may pursue a restructuring of the Debtors without the merger and without the participation of Ascent Capital, Ascent will be obligated to make a cash contribution to Monitronics in the amount of $3.5 million (the toggle contribution ), Monitronics common stock will be issued to certain creditors of Monitronics (and to its management pursuant to an incentive compensation plan) and not to Ascent Capital or

stockholders of Ascent Capital and Ascent Capital's equity interests in Monitronics will be cancelled without consideration as a result of the restructuring in accordance with the Plan (the non-Ascent restructuring ). For more information, see "The Restructuring and the Restructuring Support Agreement." In such an event, Ascent Capital's equity interests will be cancelled without Ascent Capital recovering any property or value on account of such equity interests, and the holders of Ascent Capital common stock would own stock in a company whose only asset is a minimal amount of cash.

Additionally, there may be other events that may lead to the restructuring of Monitronics and the other Debtors without the merger that are not expressly contemplated in the RSA. See "Risk Factors—Risks Relating to the Restructuring and Other Bankruptcy Law Considerations."

Q:    When and where is the special meeting?

A:

The special meeting will be held at             a.m., Mountain Time, on                        , 2019, at 5251 DTC Parkway, Second Floor Conference Room, Greenwood Village, Colorado 80111.

Q:    Who is entitled to notice of, to vote at and to attend the special meeting?

A:

Ascent Capital stockholders as of the record date, or their authorized representatives, are entitled to receive notice of, to vote at and to attend the special meeting. As of the record date, there were approximately                shares of Series A common stock and                shares of Series B common stock outstanding. If you held shares in your name at the record date, you are required to provide valid picture identification, such as a driver's license, to gain admission to the special meeting.

If you are a beneficial owner of shares of Series A common stock or Series B common stock held in "street name" by a broker, bank, nominee or other holder of record at the record date, in addition to valid picture identification, you must also provide proof of ownership as of the record date to be admitted to the special meeting. A brokerage statement or letter from a bank or broker are examples of proof of ownership. If you want to vote your shares held in "street name" in person at the special meeting, you will have to obtain a legal proxy in your name from the broker, bank, nominee or other holder of record who holds your shares.

Q:    What am I being asked to vote on?

A:

Ascent Capital stockholders are being asked to consider and vote on the following proposals:

1.

to approve the merger proposal;

2.

to approve the advisory compensation proposal; and

3.

to approve the adjournment proposal (collectively, the proposals ).

Stockholders of Ascent Capital are not entitled to, and are not being asked to, vote on the Plan or any other aspect of the restructuring.

Q:    What will I, as an Ascent Capital stockholder, receive if the merger is completed?

A:

If the merger is completed, each share of Ascent Capital's Series A common stock and each share of Ascent Capital's Series B common stock, in each case, issued and outstanding immediately prior to the effective time of the merger (the merger effective time ) (other than (i) shares of Ascent Capital common stock held by any stockholder who is entitled to demand and properly demands appraisal of such shares in accordance with Section 262 of the General Corporation Law of the State of Delaware (the DGCL ) and who does not fail to perfect, effectively withdraw, or otherwise lose their right to appraisal or (ii) shares of Ascent Capital common stock held by Monitronics or

by Ascent Capital as treasury shares, if any) will be converted into the right to receive that number of shares of common stock, par value $0.01 per share, of Restructured Monitronics ( Monitronics common stock ) equal to the exchange ratio .

The exchange ratio is equal to the quotient of (a) (i) (A) all cash held by Ascent Capital at the merger effective time, net of all liabilities of Ascent Capital (including, but not limited to, funded indebtedness, professionals' fees, settlements, severance payments, unclaimed property liabilities, agreements or understandings with respect to the use of cash, contingent liabilities, and operating expenses expected to be paid in connection with the merger or that will be assumed by Monitronics or Restructured Monitronics, as applicable, in connection with the merger), which in no event will be greater than $23,000,000, divided by (B) $395,111,570.00 (pursuant to the terms of the RSA, representing the discounted equity value at which holders of Monitronics' Senior Notes exchange their notes and the Backstop Commitment Parties (as defined herein) invest in subscription rights, respectively), multiplied by (ii) 22,500,000 (pursuant to the terms of the RSA, representing the number of outstanding shares of Monitronics common stock as of the Plan effective date); divided by (b) the number of outstanding shares of Ascent Capital common stock immediately prior to the merger effective time. By way of illustration, as of May 24, 2019, the exchange ratio would be 0.1040865 based on the assumptions contained in the defined terms used in the calculation thereof, and (x) for each $100,000 increase or decrease in Net Cash Amount (as defined herein) at the merger effective time, the exchange ratio would increase or decrease, as applicable, by 0.00045, and (y) for each increase or decrease of 25,000 Outstanding Ascent Shares (as defined in the merger agreement) at the merger effective time, the exchange ratio would increase or decrease, as applicable, by 0.00020.

No fractional shares of Monitronics common stock will be issued in the merger. In lieu of issuance of any such fractional shares that would otherwise be issuable to a holder of Series A common stock or Series B common stock (after aggregating all fractional shares of Monitronics common stock which such holder would otherwise receive), such holder of Series A common stock or Series B common stock, as applicable, will receive cash in lieu of fractional shares, following the aggregation of fractional share interests allocable to the holders of Ascent Capital common stock and the sale by the exchange agent of the whole shares obtained by such aggregation in open market transactions at prevailing trading prices (after making appropriate deductions for taxes and costs). Based on the number of shares of Series A common stock and Series B common stock issued and outstanding as of May 23, 2019, after giving effect to the merger and the redomiciliation and assuming completion of the restructuring as described in the RSA, and assuming that no eligible creditors elect the cash-out election, holders of Ascent common stock are expected to receive approximately 5.82% of the outstanding shares of Monitronics common stock.

Q:    What constitutes a quorum for the special meeting?

A:

The presence at the special meeting, in person or by proxy of the holders of at least majority in total voting power of the outstanding shares of Series A common stock and Series B common stock, as of the record date, constitutes a quorum at the special meeting. For the purpose of determining the presence of a quorum, your shares will be included as represented at the special meeting even if you indicate on your proxy that you abstain from voting.

If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on any of the proposals, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld, those shares will not be treated as present for purposes of determining the presence of a quorum.

Q:    What stockholder vote is required for approval of each proposal at the special meeting, and what happens if I abstain or do not instruct my broker on how to vote my shares?

A:

The following are the vote requirements for the proposals:

1.

The merger proposal : The merger proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of Ascent Capital common stock outstanding on the record date and entitled to vote at the special meeting, voting together as a single class. An abstention will have the same effect as a vote " AGAINST " the merger proposal. If a stockholder is not present at the special meeting and does not respond by proxy, it will have the same effect as a vote " AGAINST " the merger proposal.

2.

The advisory compensation proposal : The advisory compensation proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of Ascent Capital common stock present, in person or by proxy, and entitled to vote at the special meeting, voting together as a single class. An abstention will have the same effect as a vote " AGAINST " the advisory compensation proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy, it will have no effect on the outcome of the advisory compensation proposal, assuming a quorum is present.

3.

The adjournment proposal : The adjournment proposal requires the affirmative vote of the holders of a majority of the combined voting power of the shares of Ascent Capital common stock present, in person or by proxy, and entitled to vote at the special meeting, voting together as a single class. An abstention will have the same effect as a vote " AGAINST " the adjournment proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy, it will have no effect on the outcome of the adjournment proposal, assuming a quorum is present.

If you are an Ascent Capital stockholder and your shares are held in "street name" through a broker, bank or other nominee, your broker, bank or other nominee will vote your shares only if you provide the record holder of your shares with instructions for how to vote your shares. Further, brokers, banks or other nominees who hold shares of Ascent Capital common stock on behalf of their customers may not give a proxy to Ascent Capital to vote those shares with respect to the merger proposal, the advisory compensation proposal and the adjournment proposal without specific instructions from their customers, as brokers, banks and other nominees do not have discretionary voting power on these "non-routine" matters. If a broker, who is a record holder of shares, indicates on a form of proxy that the broker does not have discretionary authority to vote those shares on the applicable proposals, or if those shares are voted in circumstances in which proxy authority is defective or has been withheld with respect to the applicable proposals, these shares will not count as present and entitled to vote at the special meeting and will not count for purposes of determining a quorum at the special meeting.

Therefore, if you are an Ascent Capital stockholder and you do not instruct your broker, bank or other nominee on how to vote your shares:

•

your shares will not be counted as present and entitled to vote for purposes of determining a quorum;

•

your broker, bank or other nominee may not vote your shares on the merger proposal, which will have the same effect as a vote " AGAINST " such proposal; and

•

your broker, bank or other nominee may not vote your shares on the advisory compensation proposal or the adjournment proposal, which will have no effect on the vote count for each such proposal, assuming a quorum is present.

Q:    How does the Ascent Capital board of directors recommend that I vote?

A:

The Ascent Capital board of directors unanimously determined that the merger agreement and the transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Ascent Capital and its stockholders and unanimously approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement. The Ascent Capital board of directors unanimously recommends that Ascent Capital stockholders vote "FOR" each of the proposals.

Q:    How many votes does each holder of Series A common stock and Series B common stock have?

A:

Each holder of Series A common stock is entitled to one vote per share for each share of Series A common stock owned at the record date. Each holder of Series B common stock is entitled to ten votes per share for each share of Series B common stock owned at the record date.

Q:    Who is the exchange agent for the merger?

A:

Computershare Trust Company, N.A. ( Computershare ) is the exchange agent for the merger.

Q:    Who is the transfer agent of Ascent Capital?

A:

Computershare is the transfer agent of Ascent Capital.

Q:    How do I vote?

A:

Via the Internet or by Telephone

If you hold Series A common stock or Series B common stock directly in your name as a stockholder of record (that is, if your shares of Series A common stock or Series B common stock are registered in your name with Computershare, the transfer agent), you may vote via the Internet at                or by telephone by calling the toll-free number on the back of your proxy card. Votes submitted via the Internet or by telephone must be received by 11:59 p.m. (New York City time) on                                    , 2019.

If you hold shares of Series A common stock or Series B common stock in "street name," meaning through a broker, bank, nominee or other holder of record, you may vote via the Internet or by telephone only if Internet or telephone voting is made available by your broker, bank, nominee or other holder of record. Please follow the voting instructions provided by your broker, bank, nominee or other holder of record with these materials.

By Mail

If you hold shares of Series A common stock or Series B common stock directly in your name as a stockholder of record (that is, if your shares of shares of Series A common stock or Series B common stock are registered in your name with Computershare, the transfer agent), you will need to sign, date and mark your proxy card and it must be received at or before the special meeting.

If you hold shares of Series A common stock or Series B common stock in "street name," meaning through a broker, bank, nominee or other holder of record, to vote by mail, you will need to sign, date and mark the voting instruction form provided by your broker, bank, nominee or other holder of record with these materials and return it in the postage-paid return envelope provided. Your broker, bank, nominee or other holder of record must receive your voting instruction form in sufficient time to vote your shares.

In Person or by Proxy

If you hold shares of Series A common stock or Series B common stock directly in your name as a stockholder of record (that is, if your shares of shares of Series A common stock or Series B common stock are registered in your name with Computershare, the transfer agent), you may vote in person at the special meeting. Stockholders of record also may be represented by another person at the special meeting, as applicable, by executing a proper proxy designating that person and having that proper proxy be presented to the inspector of election with the applicable ballot at the special meeting.

If you hold shares of Series A common stock or Series B common stock in "street name," meaning through a broker, bank, nominee or other holder of record, you must obtain a legal proxy from that institution and present it to the inspector of elections with your ballot to be able to vote in person at the special meeting. To request a legal proxy, please contact your broker, bank, nominee or other holder of record.

Please carefully consider the information contained in this proxy statement/prospectus and, whether or not you plan to attend the special meeting, vote via the Internet, by telephone or by mail so that your shares will be voted in accordance with your wishes even if you later decide not to attend the special meeting.

Ascent Capital encourages you to register your vote via the Internet or by telephone. If you attend the special meeting, you may also submit your vote in person, in which case any votes that you previously submitted—whether via the Internet, by telephone, by smartphone or by mail—will be superseded by the vote that you cast at the special meeting. To vote in person at the special meeting, beneficial owners who hold shares in "street name" through a broker, bank, nominee or other holder of record will need to contact the broker, bank, nominee or other holder of record to obtain a legal proxy to bring to the special meeting. Whether your proxy is submitted via the Internet, by telephone, by smartphone or by mail, if it is properly completed and submitted, and if you do not revoke it prior to or at the special meeting, your shares will be voted at the special meeting, in the manner set forth in this proxy statement/prospectus or as otherwise specified by you. Again, you may vote via the Internet or by telephone until 11:59 p.m. (New York City time) on                                    , 2019, or your paper proxy card must be received at or before the special meeting.

Q:    What is the difference between a holder of record of Series A common stock or Series B common stock and a beneficial owner of Series A common stock or Series B common stock?

A:

If your Series A common stock or Series B common stock are registered directly in your name with the transfer agent, Computershare, you are considered the stockholder of record with respect to those shares of Series A common stock or Series B common stock, as applicable. As the stockholder of record, you have the right to vote by granting a proxy to vote your shares directly to the officers named on the proxy card or by voting in person at the special meeting.

If your shares of Series A common stock or Series B common stock are held by a bank, broker or other nominee, you are considered the beneficial owner of Series A common stock or Series B common stock, as applicable, held in "street name," and your bank, broker or other nominee is considered the stockholder of record with respect to those shares of Series A common stock or Series B common stock, as applicable. Your bank, broker or other nominee should send you, as the beneficial owner, a package describing the procedure for voting your shares of Series A common stock or Series B common stock, as applicable. You should follow the instructions provided by them to vote your Series A common stock or Series B common stock, as applicable. You are invited to attend the special meeting; however, you may not vote your shares of Series A common stock or Series B common stock, as applicable, in person at the special meeting unless

you obtain a "legal proxy" from your bank, broker, or other nominee that holds your Series A common stock or Series B common stock, as applicable, giving you the right to vote such shares at the special meeting.

Q:    If my shares are held in "street name," will my broker, bank, nominee or other holder of record automatically vote my shares for me?

A:

No. If your shares are held in "street name," you must instruct the broker, bank, nominee or other holder of record on how to vote your shares. Your broker, bank, nominee or other holder of record will vote your shares only if you provide instructions on how to vote by filling out the voting instruction form sent to you by your broker, bank, nominee or other holder of record with this proxy statement/prospectus.

Q:    How will my shares be represented at the special meeting, and what will happen if I return my proxy card without indicating how to vote?

A:

If you submit your proxy via the Internet, by telephone, by smartphone or by mail, the officers named on the proxy card will vote your shares in the manner you requested if you correctly submitted your proxy. If you sign your proxy card and return it without indicating how to vote on any particular proposal, the shares represented by your proxy will be voted in favor of that proposal.

Q:    What happens if one or more of my share certificates is lost, stolen or destroyed?

A:

If your share certificate is lost, stolen or destroyed, you must deliver an affidavit of the loss, theft or destruction, and may be required by the exchange agent to post a customary bond as indemnity against any claim that may be made with respect to such certificate. See the section entitled "The Merger Agreement—Exchange and Payment Procedures" for additional information.

Q:    Can I revoke my proxy or change my voting instructions?

A:

Yes. You may revoke your proxy or change your vote at any time before the special meeting. If you are a stockholder of record at the record date, you can revoke your proxy or change your vote by:

•

Sending a signed notice stating that you revoke your proxy to the Corporate Secretary of Ascent Capital, at Ascent Capital's offices at 5251 DTC Parkway, Suite 1000, Greenwood Village, Colorado 80111, Attention: Corporate Secretary, that bears a date later than the date of the proxy you want to revoke and is received prior to the special meeting;

•

submitting a valid, later-dated proxy by mail that is received prior to the special meeting, or via the Internet or by telephone before 11:59 p.m. (New York City time) on                                    , 2019; or

•

attending the special meeting (or, if the special meeting is adjourned or postponed, attending the adjourned or postponed meeting) and voting in person, which will automatically cancel any proxy previously given, or revoking your proxy in person, but your attendance alone will not revoke any proxy previously given.

If you hold your shares in "street name" through a broker, bank, nominee or other holder of record, you must contact your brokerage firm, bank, nominee or other holder of record to change your vote or obtain a legal proxy to vote your shares if you wish to cast your vote in person at the applicable special meeting.

Q:    What happens if I sell my shares of Series A common stock or Series B common stock after the record date but before the special meeting?

A:

The record date for Ascent Capital stockholders entitled to vote at the special meeting is earlier than both the date of such special meeting and the completion of the merger. If you transfer your shares after the record date but before the special meeting, you will, unless the transferee requests a proxy, retain your right to vote at the special meeting but will transfer the right to receive merger consideration to the person to whom you transfer your shares and lose any right to appraisal you may have for such shares under Delaware law. In order to receive the merger consideration (or, if you are entitled to and properly demand appraisal, to remain entitled to any appraisal rights with respect to your shares), you must hold your shares of Ascent Capital common stock through the completion of the merger.

Q:    What do I do if I receive more than one set of voting materials?

A:

You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus, the proxy card or the voting instruction form. This can occur if you hold your shares in more than one brokerage account, if you hold shares directly as a record holder and also in "street name," or otherwise through another holder of record, and in certain other circumstances. If you receive more than one set of voting materials, please vote or return each set separately in order to ensure that all of your shares are voted.

Q:    Where can I find the voting results of the special meeting?

A:

Preliminary voting results will be announced at the special meeting and will be set forth in a press release that Ascent Capital intends to issue after the special meeting. Final voting results for the special meeting are expected to be published in a Current Report on Form 8-K to be filed by Ascent Capital with the SEC within four business days after the special meeting.

Q:    When do you expect to complete the merger?

A:

The completion of the merger is anticipated to occur on the Plan effective date. Monitronics and Ascent Capital hope to complete the merger as soon as reasonably possible. The merger is, however, subject to the satisfaction or waiver of certain conditions, and it is possible that factors outside the control of Monitronics and Ascent Capital could result in the merger being completed at a later time or not at all. No assurance can be given as to when, or if, the merger or the restructuring will be completed.

Q:    Is completion of the merger subject to any conditions?

A:

Yes. Completion of the merger is subject to the following conditions: (1) the adoption of the merger agreement by the affirmative vote of the holders of a majority of the combined voting power of the outstanding shares of Ascent common stock entitled to vote, voting as a single class, (2) Ascent Capital, as the sole stockholder of Monitronics, shall have approved the adoption of the merger agreement, (3) the Plan shall become effective on terms materially consistent with the RSA, the Plan shall have been confirmed by the Bankruptcy Court pursuant to a confirmation order materially consistent with the RSA, such confirmation order shall be in full force and effect and shall not have been stayed, modified, or vacated, and the Plan effective date shall occur contemporaneously with the closing of the merger, (4) the shares of Monitronics common stock to be issued to the holders of Ascent Capital common stock upon consummation of the merger and the redomiciliation shall be quoted on any tier of the OTC Markets Group or any other similar national or international quotation service, subject to official notice of issuance, (5) the registration statement of which this proxy statement/prospectus forms a part shall have become effective under

the Securities Act, and no stop order suspending the effectiveness of this registration statement shall have been issued and no proceedings for that purpose shall have been initiated or threatened by the Securities and Exchange Commission, (6) no outstanding order, decision, judgment, writ, injunction, stipulation, award or decree ( Order ) prevents the consummation of the merger or any of the other transactions contemplated by the merger agreement, and no statute, rule, regulation or Order shall prohibit or make illegal the consummation of the merger and (7) Ascent Capital shall have received an opinion of Baker Botts L.L.P., tax counsel to Ascent Capital, dated the closing date of the merger, to the effect that the merger should be treated as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the Code ). The merger agreement shall be terminated at any time prior to the merger effective time, whether before or after Ascent Capital stockholder approval or Monitronics stockholder approval has been obtained, without any further action by either of Ascent Capital or Monitronics upon the earlier to occur of (i) the non-Ascent restructuring toggle and (ii) eighty-two (82) days after the date that Monitronics commences Chapter 11 proceedings.

Q:    What happens if the merger is not completed?

A:

If the merger is not completed for any reason, Ascent Capital stockholders will not receive any consideration for their shares of Series A common stock or Series B common stock, Series A common stock will continue to be listed and traded on the NASDAQ (subject to Ascent Capital meeting the requirements for continued listing) until the effective date of any NASDAQ determination to delist the Series A common stock, Series B common stock will continue to be quoted on the OTC Markets, and Ascent Capital and Monitronics (or Restructured Monitronics if the Plan effective date occurs) will remain separate companies. In addition, the RSA parties other than Ascent Capital may pursue a restructuring of the Debtors without the merger and without the participation of Ascent Capital. Ascent Capital will be obligated to make the toggle contribution, Monitronics common stock will be issued to certain creditors of Monitronics and to its management pursuant to an incentive compensation plan and not to Ascent Capital or stockholders of Ascent Capital, and Ascent Capital's equity interests in Monitronics will be cancelled without consideration as a result of the restructuring in accordance with the Plan. In such an event, Ascent Capital's equity interests will be cancelled without Ascent Capital recovering any property or value on account of such equity interests, and the holders of Ascent Capital common stock would own stock in a company whose only asset is a minimal amount of cash. Failure to complete the merger may cause uncertainty or other negative consequences that may materially and adversely affect Ascent Capital's business, financial performance and operating results and the price per share for Ascent Capital common stock. See the section entitled "Risk Factors—Risks Related to the Merger."

Q:    Am I entitled to seek appraisal rights?

A:

Yes, Holders of Ascent Capital common stock who do not vote in favor of the approval of the adoption of the merger agreement are entitled to appraisal rights under Section 262 of the DGCL in connection with the merger, but only if they follow the procedures and satisfy the conditions set forth in Section 262 of the DGCL. A copy of Section 262 of the DGCL is attached as Annex D to this proxy statement/prospectus. Failure to strictly comply with Section 262 of the DGCL will result in the loss of appraisal rights. A proxy or vote against the merger proposal will not be deemed an appraisal demand. Due to the complexity of the provisions of Section 262 of the DGCL, any stockholder considering exercising its appraisal rights under Section 262 of the DGCL is urged to consult his, her or its own legal advisor. See "The Merger—Appraisal Rights."

Q:    What are the U.S. federal income tax consequences of the merger to U.S. holders of Ascent Capital common stock?

A:

Ascent Capital and Monitronics intend for the merger to qualify as a reorganization within the meaning of Section 368(a) of the Code, and the completion of the merger is conditioned, among other conditions, upon the receipt by Ascent Capital of an opinion from Baker Botts L.L.P. to the effect that the merger should so qualify. Assuming the merger qualifies as a reorganization, holders of Ascent Capital common stock will not recognize any gain or loss for U.S. federal income tax purposes upon the exchange of Ascent Capital common stock for Monitronics common stock received in the merger, except with respect to cash received in lieu of fractional shares of Monitronics common stock.

The tax consequences of the merger to each holder of Ascent Capital common stock will depend on such holder's particular circumstances. Holders of Ascent Capital common stock are urged to read the discussion in the section entitled "The Merger—Material U.S. Federal Income Tax Consequences" and to consult their tax advisors as to the U.S. federal income tax consequences of the merger, as well as the effects of other federal, state, local and non-U.S. tax laws.

Q:    What do I do now?

A:

Carefully read and consider the information contained in this proxy statement/prospectus, including its annexes. Then, please vote your shares of Series A common stock of Series B common stock, as applicable, which you may do by:

•

signing, dating, marking and returning the enclosed proxy card in the accompanying postage-paid return envelope;

•

submitting your proxy via the Internet, by telephone or by smartphone by following the instructions included on your proxy card;

•

attending the special meeting and voting by ballot in person;

If you hold shares in "street name" through a broker, bank, nominee or other holder of record, please instruct your broker, bank, nominee or other holder of record to vote your shares by following the instructions that the broker, bank, nominee or other holder of record provides to you with these materials.

See the section entitled "—How will my shares be represented at the special meeting, and what will happen if I return my proxy card without indicating how to vote?".

Q:    Should I send in my stock certificates now?

A:

No. Ascent Capital stockholders who own shares of Series A common stock or Series B common stock in certificated form should not send in their stock certificates at this time. After completion of the merger, the transfer agent will send you a letter of transmittal and instructions. The shares of Monitronics common stock you receive in the merger will be issued in book-entry form and physical certificates will not be issued.

Q:    What happens to my outstanding equity awards based on the Series A common stock as a result of the merger?

A:

At the effective time, each stock option to purchase shares of Series A common stock that is outstanding as of immediately prior to the merger effective time will cease to represent an option to purchase Ascent Capital common stock, and will be canceled for no consideration.

At the effective time, each Ascent Capital restricted stock unit (other than Monitronics phantom stock units that entitle the holder to a cash payment based on the market price of Ascent Capital common stock described below) that is outstanding as of immediately prior to the merger effective time, subject to time-based vesting (other than certain awards subject to performance objectives that the Ascent Capital board of directors has determined will not be achieved, which awards will be canceled for no consideration), will vest in full immediately prior to the merger effective time and will be settled in shares of Ascent Capital common stock which will be treated in the same manner as other issued and outstanding shares of Ascent Capital common stock as of the merger effective time. Each Ascent Capital restricted stock unit subject to performance-based vesting requirements that have not been satisfied as of the merger effective time will be canceled for no consideration.

At the effective time, each Monitronics phantom stock unit that entitles the holder to a cash payment based on the market price of Ascent Capital common stock that is outstanding as of immediately prior to the merger effective time will be converted into the right to receive an award of phantom stock units with respect to a number of shares of Monitronics common stock equal to the number of shares of Ascent Capital common stock subject to the Monitronics phantom stock unit award multiplied by the exchange ratio, rounded to the nearest whole unit. Each such award will continue to have, and be subject to, the same terms and conditions that applied to the award immediately prior to the effective time.

At the effective time, each Ascent Capital restricted share will vest in full immediately prior to the merger effective time and will be treated in the same manner as other issued and outstanding shares of Ascent Capital common stock as of the merger effective time.

See "Interests of Certain Persons in the Merger—Treatment of Ascent Capital Equity-Based Awards in the Merger".

Q:    Who will solicit and pay the cost of soliciting proxies for the special meeting?

A:

Ascent Capital has engaged D.F. King & Co., Inc., to assist in the solicitation of proxies for the special meeting and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements. The cost of this solicitation will be split equally by Monitronics and Ascent Capital. Ascent Capital will pay a base fee to D.F. King & Co., Inc. of approximately $10,000, plus reimbursement for out-of-pocket expenses. Ascent Capital may also reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares of Series A common stock or Series B common stock for their expenses in forwarding soliciting materials to beneficial owners of shares of Series A common stock or Series B common stock and in obtaining voting instructions from those owners. They will not be paid any additional amounts for soliciting proxies. Ascent Capital's directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person.

Q:    Who can help answer my questions?

A:

If you have questions about the merger, the special meeting or desire additional copies of this proxy statement/prospectus, you should contact:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Banks and Brokers Call Collect: (212) 269-5550
All Others Call Toll-Free: (888) 605-1958
Or
Ascent Capital Group, Inc.
5251 DTC Parkway, Suite 1000
Greenwood Village, Colorado 80111
Telephone: (303) 628-5600