[August 23, 2016] |
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CommScope Announces Increase in the Size of Previously Announced Sale of Common Stock by Affiliate of The Carlyle Group from 7 Million Shares to 10 Million Shares
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 (News - Alert) 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 [email protected].
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,
solcitation 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 (News - Alert) 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160823006347/en/
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