CommScope Announces Increase in the Size of Previously Announced Sale of Common Stock by Affiliate of The Carlyle Group from ...
August 23 2016 - 8:19PM
Business Wire
CommScope Holding Company, Inc. (NASDAQ: COMM) has announced the
increase in the size of the previously announced sale of shares of
its common stock on an underwritten basis by an affiliate of The
Carlyle Group from 7 million shares to 10 million shares. In
addition, the underwriter will have an option to purchase up to
1,500,000 additional shares from Carlyle. CommScope will not
receive any of the proceeds from the offering of shares by Carlyle.
Closing of the offering is expected to occur on or about August 29,
2016, subject to customary closing conditions.
Credit Suisse Securities (USA) LLC is acting as the sole
underwriter for the offering. Credit Suisse Securities (USA) LLC
proposes to offer the shares of common stock from time to time to
purchasers directly or through agents, or through brokers in
brokerage transactions on the Nasdaq Global Select Market, or to
dealers in negotiated transactions or in a combination of such
methods of sale, at a fixed price or prices, which may be changed,
or at market prices prevailing at the time of sale, at prices
related to such prevailing market prices or at negotiated
prices.
Following the offering, Carlyle will continue to beneficially
own 31,216,970 shares, or approximately 16.2%, of CommScope’s
outstanding common stock after giving effect to the offering (or
29,716,970 shares, or approximately 15.4%, if the underwriter fully
exercises its option to purchase additional shares).
CommScope has filed an automatically effective registration
statement (including a prospectus) with the U.S. Securities and
Exchange Commission for the offering to which this communication
relates, and the offering may only be made by means of such written
prospectus. Before you invest, you should read the prospectus in
that registration statement and other documents CommScope has filed
with the SEC for more complete information about CommScope and this
offering. You may get these documents for free by visiting EDGAR on
the SEC Web site at www.sec.gov. Alternatively, Credit Suisse
Securities (USA) LLC will arrange to send you the prospectus if you
request it by writing Credit Suisse Securities (USA) LLC,
Attention: Prospectus Department, One Madison Avenue, New York, New
York, 10010, or by telephone at +1 (800) 221-1037, or by email at
newyork.prospectus@credit-suisse.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities 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.
About CommScope
CommScope (NASDAQ: COMM) helps companies around the world
design, build and manage their wired and wireless networks. Our
vast portfolio of network infrastructure includes some of the
world’s most robust and innovative wireless and fiber optic
solutions. Our talented and experienced global team is driven to
help customers increase bandwidth; maximize existing capacity;
improve network performance and availability; increase energy
efficiency; and simplify technology migration. You will find our
solutions in the largest buildings, venues and outdoor spaces; in
data centers and buildings of all shapes, sizes and complexity; at
wireless cell sites; in telecom central offices and cable headends;
in FTTx deployments; and in airports, trains, and tunnels. Vital
networks around the world run on CommScope solutions.
Forward-Looking Statements
This press release or any other oral or written statements made
by us or on our behalf may include forward-looking statements which
reflect our current views with respect to future events and
financial performance. These forward-looking statements are
generally identified by their use of such terms and phrases as
“intend,” “goal,” “estimate,” “expect,” “project,” “projections,”
“plans,” “anticipate,” “should,” “could,” “designed to,”
“foreseeable future,” “believe,” “think,” “scheduled,” “outlook,”
“guidance” and similar expressions although not all forward-looking
statements contain such terms. This list of indicative terms and
phrases is not intended to be all-inclusive.
These statements are subject to various risks and uncertainties,
many of which are outside our control, including, without
limitation, our ability to integrate the BNS business on a timely
and cost effective manner; our reliance on TE Connectivity for
transition services for the BNS business; our ability to realize
expected growth opportunities and cost savings from the BNS
business; our dependence on customers’ capital spending on
communication systems; concentration of sales among a limited
number of customers and channel partners; changes in technology;
industry competition and the ability to retain customers through
product innovation, introduction and marketing; risks associated
with our sales through channel partners; product performance issues
and associated warranty claims; our ability to maintain effective
information management systems and to successfully implement major
systems initiatives; cyber-security incidents, including data
security breaches or computer viruses; the risk our global
manufacturing operations suffer production or shipping delays
causing difficulty in meeting customer demands; the risk that
internal production capacity and that of contract manufacturers may
be insufficient to meet customer demand or quality standards for
our products; changes in cost and availability of key raw
materials, components and commodities and the potential effect on
customer pricing; risks associated with our dependence on a limited
number of key suppliers; our ability to fully realize anticipated
benefits from prior or future acquisitions or equity investments;
potential difficulties in realigning global manufacturing capacity
and capabilities among our global manufacturing facilities,
including delays or challenges related to removing, transporting or
reinstalling equipment, that may affect our ability to meet
customer demands for products; possible future restructuring
actions; substantial indebtedness and maintaining compliance with
debt covenants; our ability to incur additional indebtedness; our
ability to generate cash to service our indebtedness; possible
future impairment charges for fixed or intangible assets, including
goodwill; income tax rate variability and ability to recover
amounts recorded as value-added tax receivables; our ability to
attract and retain qualified key employees; labor unrest;
significant international operations expose us to economic,
political and other risks, including the impact of variability in
foreign exchange rates; our ability to comply with governmental
anti-corruption laws and regulations and export and import controls
worldwide; our ability to compete in international markets due to
export and import controls to which we may be subject; cost of
protecting or defending intellectual property; costs and challenges
of compliance with domestic and foreign environmental laws; and
other factors beyond our control. These and other factors are
discussed in greater detail in our 2015 Annual Report on Form 10-K.
Although the information contained in this press release represents
our best judgment as of the date of this press release based on
information currently available and reasonable assumptions, we can
give no assurance that the expectations will be attained or that
any deviation will not be material. Given these uncertainties, we
caution you not to place undue reliance on these forward-looking
statements, which speak only as of the date made. We are not
undertaking any duty or obligation to update this information to
reflect developments or information obtained after the date of this
press release, except as otherwise may be required by law.
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version on businesswire.com: http://www.businesswire.com/news/home/20160823006347/en/
Investor Contacts:Jennifer Crawford, CommScope+1
828-323-4970orNews Media Contact:Rick Aspan, CommScope+1
708-236-6568publicrelations@commscope.com
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