CommScope, Inc. (NYSE: CTV) has completed the sale of $100.0 million
aggregate principal amount of new 3.50% Convertible Senior Subordinated
Debentures due 2024 (the “New Debentures”) and consummated the
redemption of $175.5 million aggregate principal amount of its existing
1.00% Convertible Senior Subordinated Debentures due 2024 (the “Existing
Debentures”), constituting all of the outstanding Existing Debentures.
The net proceeds of approximately $98 million from the sale of the New
Debentures, along with borrowings under the company’s senior secured
revolving credit facility, were used to redeem the Existing Debentures.
CommScope announced on March 13, 2009 that it had entered into separate
purchase agreements to sell $83.25 million aggregate principal amount of
New Debentures. On March 16, 2009 the company entered into additional
purchase agreements to sell an additional $16.75 million aggregate
principal amount of New Debentures, resulting in the issuance of a total
of $100.0 million aggregate principal amount of New Debentures.
The New Debentures bear interest at the rate of 3.50% per year and will
mature on March 15, 2024. The company is entitled to redeem the New
Debentures on or after March 20, 2012 and holders may require the
company to repurchase all or a portion of their New Debentures on March
20, 2012, March 15, 2014 and March 15, 2019.
The New Debentures are immediately convertible by holders into shares of
CommScope’s common stock at a rate of 99.354 shares per $1,000 principal
amount of New Debentures, or an initial conversion price of
approximately $10.065 per share. The company may terminate the holders’
right to convert in certain circumstances if the closing price of a
share of the company’s common stock exceeds 150% of the conversion price
then in effect for a minimum period. Holders who convert before March
20, 2012 following the issuance of a notice of termination of conversion
rights will receive, in addition to shares of common stock issued at the
conversion price, an interest make-whole payment, in cash and/or shares
of common stock at the company’s option, equal to the present value of
the unpaid interest through March 20, 2012. If a holder elects to
convert its New Debentures in connection with certain fundamental
corporate changes before March 20, 2012, the conversion rate for such
New Debentures may be increased.
The New Debentures and the underlying shares of common stock issuable
upon conversion of the New Debentures have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), or the
securities laws of any state and, unless so registered, may not be
offered or sold in the United States except pursuant to an applicable
exemption from the registration requirements of the Securities Act and
applicable state securities laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of these securities.
Inc. (NYSE:CTV) (www.commscope.com)
is a world leader in infrastructure solutions for communication
networks. Through its Andrew®
brand, it is a global leader in radio frequency subsystem solutions for
wireless networks. Through its SYSTIMAX®
brands, CommScope is a world leader in network infrastructure solutions,
delivering a complete end-to-end physical layer solution, including
cables and connectivity, enclosures, intelligent software and network
design services, for business enterprise applications. CommScope also is
the premier manufacturer of coaxial cable for broadband
cable television networks and one of the leading North American
providers of environmentally secure cabinets
for DSL and FTTN applications. 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.
This press release includes forward-looking statements that are based on
information currently available to management, 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, the company 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.