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
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.
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.