ST. LOUIS--(BUSINESS WIRE)--
Belden Inc. (NYSE: BDC) today announced the pricing of its private
offering (the “Notes Offering”) of €450 million in aggregate principal
amount (which reflects an increase of €50 million in aggregate principal
amount from the previously announced offering size of €400 million) of
3.375% senior subordinated notes due 2027 at an issue price of 100% of
the principal amount. Belden expects the Notes Offering to close on July
6, 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, if necessary, to fund its concurrent cash tender
offer for any and all of its outstanding 5.5% senior subordinated notes
due 2022 (“2022 Notes”). To the extent there are remaining net proceeds
following the purchase of any 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 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. This
announcement shall not constitute an offer to purchase or a solicitation
of an offer to sell the 2022 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.