ST. LOUIS--(BUSINESS WIRE)--
Belden Inc. (NYSE: BDC) today announced that it has commenced a cash
tender offer to purchase any and all of its outstanding 5.5% senior
subordinated notes due 2022 (the “2022 Notes”). As of June 27, 2017,
there was $700 million aggregate principal amount of the 2022 Notes
outstanding. The tender offer is being made pursuant to an offer to
purchase, dated today, and a related letter of transmittal and notice of
guaranteed delivery. The tender offer will expire at 5:00 p.m., New York
City Time, on July 5, 2017, unless extended or earlier terminated (the
“Expiration Time”). Tendered 2022 Notes may be withdrawn at any time
before the Expiration Time.
Holders that validly tender their 2022 Notes prior to the Expiration
Time, or who deliver to the information agent a properly completed and
duly executed notice of guaranteed delivery and subsequently deliver
such 2022 Notes, each in accordance with the instructions described in
the offer to purchase, will receive total cash consideration of
$1,033.00 per $1,000 principal amount of 2022 Notes, plus any accrued
and unpaid interest to, but not including, the settlement date, which is
expected to be July 6, 2017, subject to satisfaction of the conditions
to the tender offer.
The tender offer is conditioned upon, among other things, Belden’s
successful completion of a proposed issuance (the “Notes Offering”) of
debt securities in an aggregate principal amount of at least €400
million (equivalent to approximately $448 million as of June 26, 2017)
on terms satisfactory to Belden. The tender offer is not conditioned on
any minimum amount of 2022 Notes being tendered. Subject to applicable
law, Belden may amend, extend or terminate the tender offer, and may
waive conditions to the offer, in each case in its sole discretion.
Belden currently intends to redeem or otherwise repurchase any 2022
Notes outstanding following the consummation of the tender offer that
are not purchased pursuant to the tender offer; however, Belden has not
determined the timing of any such redemption or repurchases and is under
no obligation to redeem or repurchase any such 2022 Notes, and Belden
expressly reserves the right to elect not to redeem or repurchase any
such 2022 Notes for any reason, including general market conditions or
other uses for its cash resources.
The tender offer is being made pursuant to the terms and conditions
contained in the offer to purchase and related letter of transmittal and
notice of guaranteed delivery, copies of which may be requested from the
information agent for the tender offer, D.F. King & Co., Inc., by
telephone at (888) 628-9011 (toll-free) or (212) 269-5550 (for banks and
brokers only), or via the following web address: www.dfking.com/belden.
Persons with questions regarding the tender offer should contact the
dealer manager for the tender offer, Deutsche Bank Securities Inc., by
telephone at (855) 287-1922 (U.S. toll free) or (212) 250-7527 (call
collect).
This news release does not constitute an offer to purchase or the
solicitation of an offer to sell the securities described herein, nor
shall there be any sale of these securities in any jurisdiction in which
such an offer, solicitation or sale would be unlawful.
About Belden
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 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. Although Belden believes that the
expectations reflected in the forward-looking statements are reasonable,
Belden can give no assurance that such expectations will prove to be
correct. The forward-looking statements involve risks and uncertainties
that affect operations, financial performance and other factors, as
discussed in filings with the Securities and Exchange Commission
(“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, 2016. You are urged to carefully review and consider the
cautionary statements and other disclosures made in those filings,
specifically those under the heading "Risk Factors." Belden does not
undertake any duty to update any forward-looking statement except as
required by law.
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Source: Belden Inc.