Belden Inc. (NYSE:BDC) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Purchase Agreement
On September11, 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 €300million aggregate principal amount of 2.875% Senior Subordinated Notes due 2025 (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 September19, 2017. Belden intends to use the net proceeds from the offering of the Notes, along with cash on hand, to fund its concurrent cash tender offer for up to €300million in aggregate principal amount of its outstanding 5.5% senior subordinated notes due 2023 (“2023 Notes”) at 105.800% of their face amount. To the extent Belden purchases less than €300million aggregate principal amount of the 2023 Notes in the tender offer, it intends to redeem an amount of the 2023 Notes, which when combined with the 2023 Notes tendered and purchased in the tender offer, will equal €300million. The tender offer is not open to U.S. persons (as defined under the Securities Act) or persons resident or located in the United States. 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 Belden’s revolving credit agreement. Certain of the Initial Purchasers or their affiliates are holders of the 2023 Notes and, accordingly, may receive a portion of the proceeds of the offering of the Notes in connection with the tender offer or, if applicable, the subsequent redemption of 2023 Notes.
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.
On September11, 2017, Belden issued a news release announcing that Belden has commenced, subject to market conditions, a private offering of €300million in aggregate principal amount of senior subordinated notes due 2025 to fund, along with cash on hand, its concurrent cash tender offer for the 2023 Notes referenced in Item 1.01 above. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On September11, 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 99.2 and incorporated herein by reference.
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| 10.1 | Purchase Agreement, dated as of September 11, 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. |
| 99.1 | Belden news release dated September11, 2017, titled “Belden Announces €300 Million Private Offering of Senior Subordinated Notes.” |
| 99.2 | Belden news release dated September11, 2017, titled “Belden Announces Pricing of €300 Million Private Offering of 2.875% Senior Subordinated Notes.” |
Table of Contents
BELDEN INC. ExhibitEX-10.1 2 d631390dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 EXECUTION VERSION €300,…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.
