ST. LOUIS--(BUSINESS WIRE)--
Belden Inc. (NYSE: BDC) today announced the pricing of its private
offering (the “Notes Offering”) of €300 million in aggregate principal
amount of 2.875% senior subordinated notes due 2025 at an issue price of
100% of the principal amount. Belden expects the Notes Offering to close
on September 19, 2017, subject to customary closing conditions. The
notes will be guaranteed on a senior subordinated basis by certain of
Belden’s current and future domestic subsidiaries that guarantee
Belden’s indebtedness under its revolving credit agreement.
Belden intends to use the net proceeds from the Notes Offering along
with cash on hand to fund its concurrent cash tender offer for up to
€300 million in aggregate principal amount of its outstanding 5.5%
senior subordinated notes due 2023 (“2023 Notes”). To the extent Belden
purchases less than €300 million 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 €300 million. The Notes Offering is not
conditioned on the consummation of the tender offer at any minimum level
of acceptance.
The securities offered have not been registered under the Securities Act
of 1933, as amended (the “Securities Act”) or any state securities laws;
and unless so registered, the securities may not be offered or sold in
the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws. The notes are
expected to be eligible for resale to qualified institutional buyers
under Rule 144A and non-U.S. persons under Regulation S.
This announcement 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. 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. This announcement
shall not constitute an offer to purchase or a solicitation of an offer
to sell the 2023 Notes, which are the subject of the above-referenced
cash tender offer.
In connection with the Notes Offering, the initial purchasers may engage
in stabilizing transactions with a view to supporting the market price
of the notes at a level higher than that which might otherwise prevail.
Any stabilization action must be conducted in accordance with all
applicable laws and rules.
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.