HICKORY, NC, May 20, 2009—CommScope, Inc. (NYSE: CTV) is
proposing public offerings of its convertible senior subordinated notes and
common stock.
CommScope intends to offer, subject to market and other
conditions, $200 million aggregate principal amount of its convertible senior
subordinated notes due 2015. In connection with this offering, CommScope intends
to grant the underwriters a 30−day option to purchase up to an additional $30
million principal amount of the notes. The notes will be convertible into shares
of CommScope common stock. The offering price, interest rate, conversion price
and other terms of the notes will be determined by CommScope and the underwriters.
CommScope also intends to offer concurrently, subject to
market and other conditions, eight million shares of its common stock. In connection
with this offering, CommScope intends to grant the underwriters a 30−day option
to purchase an additional 1.2 million shares of common stock. Neither
the notes offering nor the common stock offering is conditioned on consummation
of the other offering.
The net proceeds from the notes offering and common stock
offering will be used to repay a portion of the amounts outstanding under CommScope’s
senior secured credit facilities in conjunction with an amendment to the credit
facilities. To the extent that net proceeds from the two offerings exceed
$400 million, such excess proceeds will be used for general corporate
purposes, including potentially paying down additional indebtedness under CommScope's
credit facilities.
J.P. Morgan Securities Inc., Merrill Lynch & Co. and
Wachovia Capital Markets, LLC are acting as joint book-running managers for
the convertible senior subordinated notes offering, and J.P. Morgan Securities
Inc., Merrill Lynch & Co. and UBS Securities LLC are acting as joint book-running
managers for the common stock offering.
CommScope has filed a registration statement (including
a prospectus and related preliminary prospectus supplements for each offering)
with the U.S. Securities and Exchange Commission (SEC) for the offerings to
which this communication relates. Before you invest, you should read the applicable
preliminary prospectus supplement and the accompanying prospectus, as well as
the documents and other information incorporated therein by reference, for more
complete information about CommScope and these offerings. You may get these
documents for free by visiting IDEA on the SEC website at www.sec.gov. Alternatively,
copies may be obtained from J.P. Morgan Securities Inc., National Statement
Processing, Prospectus Library, 4 Chase Metrotech Center, CS Level, Brooklyn,
NY 11245, (718) 242−8002 or 1-866-430-0686 .
This press release does not constitute an offer to sell
or the solicitation of an offer to buy any convertible senior subordinated notes
or common stock, nor will there be any sale of convertible senior subordinated
notes or common stock in any state or jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
—END—
About CommScope
CommScope, Inc. (NYSE: CTV) is a world leader in infrastructure
solutions for communication networks. Backed by strong research and development,
CommScope combines technical expertise and proprietary technology with global
manufacturing capability to provide customers with infrastructure solutions
for evolving global communications networks in more than 130 countries around
the world.
Investor Contact:
Phil Armstrong, CommScope +1 828−323−4848
News Media Contact:
Rick Aspan, CommScope +1 708−236−6568 or publicrelations@commscope.com
Forward−Looking Statements
This press release includes forward-looking statements
that are based on information currently available to management and on management's
beliefs, as well as on a number of assumptions concerning future events. Forward-looking
statements are not a guarantee of performance and are subject to a number of
uncertainties and other factors, which could cause the actual results to differ
materially from those currently expected. For a more detailed description of
the factors that could cause such a difference, please see CommScope's filings
with the Securities and Exchange Commission. In providing forward-looking statements,
CommScope does not intend, and is not undertaking any obligation or duty, to
update these statements as a result of new information, future events or otherwise.
Readers are cautioned that there can be no assurance that the proposed
offerings of convertible senior subordinated notes and common stock will be
successfully completed, or as to the terms on which the proposed offerings may
be completed, or that the expected amendments to CommScope’s credit facilities
will become effective in connection with the offerings.
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