Belden Inc. (NYSE:BDC) Files An 8-K Entry into a Material Definitive Agreement
Item1.01.
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Table of Contents
Item1.01. |
Entry into a Material Definitive Agreement. |
Purchase Agreement
On June27, 2017, Belden Inc. (Belden) and certain of its
subsidiaries (the Guarantors) entered into a Purchase Agreement
(the Purchase Agreement) with Deutsche Bank AG, London Branch, as
representative for the initial purchasers listed on Schedule I
thereto (the Initial Purchasers), providing for the issuance and
sale of 450million aggregate principal amount of 3.375% Senior
Subordinated Notes due 2027 (the Notes) in an offering to persons
reasonably believed to be qualified institutional buyers in
reliance on Rule 144A and outside the United States to non-U.S.
persons in accordance with Regulation S under the Securities Act
of 1933, as amended (the Securities Act). The Notes were issued
at par, and the offering of the Notes is expected to close on
July6, 2017. The Company intends to use the net proceeds from the
offering of the Notes, along with cash on hand, if necessary, to
fund its concurrent cash tender offer (the Tender Offer) for any
and all of its outstanding 5.5% senior subordinated notes due
2022 (the 2022 Notes). To the extent there are any remaining net
proceeds following the purchase of the 2022 Notes tendered for
purchase in the Tender Offer or the Tender Offer is not
consummated, any such remaining net proceeds will be used for
general corporate purposes. The offering of the Notes is not
conditioned on the consummation of the Tender Offer at any
minimum level of acceptance.
The Purchase Agreement contains customary representations and
warranties of the parties and indemnification and contribution
provisions whereby Belden and the Guarantors, on the one hand,
and the Initial Purchasers, on the other hand, have agreed to
indemnify each other against certain liabilities.
The Initial Purchasers will receive customary commissions and
discounts under the Purchase Agreement upon the consummation of
the offering of the Notes. Certain of the Initial Purchasers and
their respective affiliates have provided, and in the future may
provide, investment banking, commercial lending and financial
advisory services to Belden and its affiliates, for which they
received or will receive customary fees and expenses. Certain of
the Initial Purchasers or their affiliates act as agents and/or
lenders under Beldens revolving credit agreement. Certain of the
Initial Purchasers or their affiliates are holders of the 2022
Notes and, accordingly, may receive a portion of the proceeds of
the offering of the Notes in connection with the Tender Offer.
The foregoing description of the Purchase Agreement is qualified
in its entirety by reference to the complete version of the
Purchase Agreement which is filed as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
Item8.01. |
Other Events. |
On June27, 2017, Belden issued a press release announcing the
pricing of the offering of the Notes. A copy of the press release
is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibits. |
| 10.1 |
Purchase Agreement, dated as of June27, 2017, by and among Belden Inc., the Guarantors named therein and Deutsche Bank AG, London Branch, as representative of the Initial Purchasers listed on Schedule I thereto. |
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| 99.1 |
Belden news release dated June27, 2017, titled Belden Announces Pricing of Upsized 450 Million Private Offering of 3.375% Senior Subordinated Notes. |
Table of Contents
BELDEN INC. ExhibitEX-10.1 2 d414097dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION 450,…To view the full exhibit click here About Belden Inc. (NYSE:BDC)
Belden Inc. (Belden) is a signal transmission solutions provider. The Company’s portfolio of signal transmission solutions provides transmission of data, sound and video for mission critical applications. The Company’s segments include Broadcast Solutions, Enterprise Connectivity Solutions, Industrial Connectivity Solutions, Industrial IT Solutions and Network Security Solutions. The Company sells its products to distributors, end users, installers and directly to original equipment manufacturers (OEMs). The Company operates in the United States, Canada, China and Germany. Its brands include Belden, Alpha Wire, Mohawk, West Penn Wire, Hirschmann, Lumberg Automation, SignalTight, GarrettCom, Poliron, Tofino, PPC, Grass Valley, ProSoft Technology and Tripwire.