ST. LOUIS, Mo.--(BUSINESS WIRE)--
Belden Inc. (NYSE: BDC), a global leader in signal transmission
solutions for mission critical applications, today announced the pricing
of its previously announced underwritten public offering of 4,500,000
depositary shares, each of which represents a 1/100th interest in a
share of its 6.75% Series B Mandatory Convertible Preferred Stock
(“Mandatory Convertible Preferred Stock”). The underwriters of the
offering have an option to buy up to 675,000 additional depositary
shares to cover over-allotments.
The offering price is $100.00 per depositary share. The offering is
expected to close on July 26, 2016, subject to customary closing
conditions.
Holders of the depositary shares will be entitled to a proportional
fractional interest in the rights and preferences of the Mandatory
Convertible Preferred Stock, including conversion, dividend, liquidation
and voting rights, subject to the provisions of a deposit agreement with
the depositary. Dividends on the Mandatory Convertible Preferred Stock
will be payable on a cumulative basis when, as and if declared by
Belden’s board of directors, or an authorized committee of the board of
directors, at an annual rate of 6.75% on the liquidation preference of
$10,000 per share. Belden may pay declared dividends in cash or, subject
to certain limitations, in shares of its common stock or in any
combination of cash and common stock on January 15, April 15, July 15
and October 15 of each year, commencing on October 15, 2016 and ending
on, and including, July 15, 2019.
Unless earlier converted, each share of Mandatory Convertible Preferred
Stock will automatically convert on or around July 15, 2019 into between
120.46 and 132.50 shares of Belden’s common stock, subject to
anti-dilution adjustments. The number of shares of Belden’s common stock
issuable on mandatory conversion will be determined based on the average
volume-weighted average price of Belden’s common stock over the 20
trading day period beginning on, and including, the 22nd scheduled
trading day prior to July 15, 2019.
Belden estimates that the net proceeds from this offering, after
deducting underwriting discounts and commissions and estimated offering
expenses payable by it for this offering, will be approximately $436.1
million (or approximately $501.6 million if the underwriters exercise
their over-allotment option in full). Belden intends to use the net
proceeds from this offering for general corporate purposes, which may
include but are not limited to investments in or extensions of credit to
its subsidiaries or the financing of possible acquisitions, capital
expenditures or business expansion.
J.P. Morgan Securities LLC, Guggenheim Securities, LLC, Deutsche Bank
Securities Inc. and Goldman, Sachs & Co. are acting as joint book
running managers of the offering.
This offering is being made pursuant to an effective shelf registration
statement filed with the Securities and Exchange Commission (“SEC”). The
offering will be made only by means of a prospectus supplement and the
accompanying prospectus, copies of which may be obtained by contacting:
J.P. Morgan Securities LLC, c/o Broadridge Financial Solutions, 1155
Long Island Avenue, Edgewood, New York 11717, via telephone at (866)
803-9204, or by emailing prospectus-eq_fi@jpmchase.com;
Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330
Madison Ave, 8th Floor, New York, NY 10017, via telephone at (212)
518-9658 or by emailing GSEquityProspectusDelivery@guggenheimpartners.com;
Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall
Street, New York, NY 10005, via telephone at (800) 503-4611 or by
emailing prospectus.cpdg@db.com;
or Goldman, Sachs & Co. at 200 West Street, New York, NY 10282,
Attention: Prospectus Department, via telephone at (866) 471-2526, or by
emailing prospectus-ny@ny.email.gs.com.
These documents will also be filed with the SEC and will be available at
the SEC’s website at http://www.sec.gov.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any of these securities nor shall there
be any sale of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state.
About Belden
St. Louis-based Belden Inc. delivers a comprehensive product portfolio
designed to meet the mission-critical network infrastructure needs of
industrial, enterprise and broadcast markets. With innovative solutions
targeted at reliable and secure transmission of rapidly growing amounts
of data, audio and video needed for today's applications, Belden is at
the center of the global transformation to a connected world. Founded in
1902, the company is headquartered in St. Louis and has manufacturing
capabilities in North and South America, Europe and Asia.
Forward Looking Statements
This press release includes “forward-looking statements.” All statements
other than statements of historical facts included or incorporated
herein may constitute forward-looking statements. Actual results could
vary significantly from those expressed or implied in such statements
and are subject to a number of risks and uncertainties. The
forward-looking statements involve risks and uncertainties that affect
operations, financial performance, and other factors as discussed in
filings with the SEC. Among the factors that could cause results to
differ materially are those risks discussed in the periodic reports
filed with the SEC, including Belden’s Annual Report on Form 10-K for
the year ended December 31, 2015 and its Quarterly Report on Form 10-Q
for the quarter ended April 3, 2016. You are urged to carefully review
and consider the cautionary statements and other disclosures made in
those filings, specifically under the heading “Risk Factors.” Although
the content of this release represents Belden’s best judgment as of the
date of this report based on information currently available and
reasonable assumptions, Belden gives no assurances that the expectations
will prove to be accurate. Deviations from the expectations may be
material. For these reasons, Belden cautions readers to not place undue
reliance on these forward-looking statements, which speak only as of the
date made. Belden disclaims any duty to update any forward looking
statements as a result of new information, future developments, or
otherwise, except as required by law.
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Source: Belden Inc.