ST. LOUIS--(BUSINESS WIRE)--
Belden Inc. (NYSE: BDC) today announced the pricing of its private
offering (the “Notes Offering”) of €350 million in aggregate principal
amount of 3.875% senior subordinated notes due 2028 (the “Notes”) at an
issue price of 100% of their principal amount. Belden expects the Notes
Offering to close on March 14, 2018, 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 offers (the “Tender
Offers”) for any and all of its outstanding 5.5% senior subordinated
notes due 2023 (the “2023 Notes”) and 5.25% senior subordinated notes
due 2024 (the “2024 Notes”). The Notes Offering is not conditional upon
the consummation of either Tender Offer at any minimum level of
acceptance. Belden has given notice that it will redeem on April 5, 2018
any 2023 Notes and 2024 Notes not validly tendered and purchased in the
Tender Offers, pursuant to the terms of the Indenture relating to the
2023 Notes and the 2024 Notes, as applicable, conditioned upon and
subject to satisfaction of the successful completion of the Notes
Offering on terms satisfactory to Belden.
The Notes 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 Notes 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 the Notes, nor shall there be any
sale of the Notes 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 2023 Notes and the 2024 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 such 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, 2017. 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.
MiFID II professionals/ECPs-only/No PRIIPs KID
Manufacturer target market (MIFID II product governance) is eligible
counterparties and professional clients only (all distribution
channels). No PRIIPs key information document (KID) has been prepared as
not available to retail in European Economic Area.
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Belden Investor Relations
314-854-8054
Investor.Relations@Belden.com
Source: Belden Inc.