CommScope Holding Company Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Financial Statements and Exhibits
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Item 2.01. Completion of Acquisition or Disposition of Assets.
On January 31, 2025, (the “Closing Date”), CommScope Holding Company, Inc. (the “Company” or “CommScope”) completed the previously announced sale of its Outdoor Wireless Networks business segment (the “OWN Business”) as well as the Distributed Antenna Systems business unit of its Networking, Intelligent Cellular & Security Solutions segment (the “DAS Business”) to Amphenol Corporation (“Amphenol”) pursuant to the Purchase Agreement (the “Purchase Agreement”), dated as of July 18, 2024. Pursuant to the Purchase Agreement, Amphenol acquired the OWN Business and the DAS Business on a cash-free, debt-free basis, in exchange for approximately $2.1 billion in cash, subject to certain adjustments.
The proceeds from the sale of the OWN Business and the DAS Business will be used to pay fees and expenses associated with the transactions and to repay all outstanding amounts under the Company’s asset-backed revolving credit facility, to repay in part the Company’s 4.750% Senior Secured Notes due 2029 and to repay in full the Company’s 6.000% Senior Secured Notes due 2026 (collectively, the “Debt Repayment”). In connection with the repayment of all outstanding amounts under the Company's asset-backed revolving credit facility, the committed amount thereunder will be reduced to $750.0 million, subject to borrowing base limitations. Following the consummation of the Debt Repayment, we expect that the conditions precedent will be met for a 25 basis point reduction in the applicable margin on the Company’s Senior Secured Term Loan.
A description of the Purchase Agreement was set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2024 (the “Prior 8-K”), but such description does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, which was attached as Exhibit 2.1 to the Prior 8-K.
Item 9.01. Financial Statements and Exhibits.
(b) Unaudited Pro Forma Condensed Consolidated Financial Information
The following unaudited pro forma condensed consolidated financial statements of CommScope reflecting the disposition of the OWN Business and the DAS Business pursuant to the Purchase Agreement, are filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference:
(d) Exhibits
The following exhibits are hereby filed as part of this Current Report on Form 8-K.
Exhibit. Description.
99.1 CommScope Holding Company , Inc. Unaudited Pro Forma Condensed Consolidated Financial Information
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CommScope Holding Company, Inc. |
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Date: February 5, 2025 |
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By: |
/s/ Kyle D. Lorentzen |
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Name: |
Kyle D. Lorentzen |
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Title: |
Executive Vice President and Chief Financial Officer |