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CommScope Sells $100 Million Convertible Debentures
Friday, March 20, 2009 12:20 PM


North Carolina-based radio frequency subsystem solutions provider CommScope has sold $100 million aggregate principal amount of new 3.50% Convertible Senior Subordinated Debentures due 2024 (New Debentures) and consummated the redemption of $175.5 million aggregate principal amount of its existing 1% Convertible Senior Subordinated Debentures due 2024 (Existing Debentures), constituting all of the outstanding Existing Debentures.

The net proceeds of approximately $98 million from the sale of the New Debentures, along with borrowings under the company’s senior secured revolving credit facility, were used to redeem the Existing Debentures.

The New Debentures bear interest at the rate of 3.50% per year and will mature on March 15, 2024. The company is entitled to redeem the New Debentures on or after March 20, 2012 and holders may require the company to repurchase all or a portion of their New Debentures on March 20, 2012, March 15, 2014 and March 15, 2019.

The New Debentures are immediately convertible by holders into shares of CommScope’s common stock at a rate of 99.354 shares per $1,000 principal amount of New Debentures, or an initial conversion price of approximately $10.065 per share.

The company may terminate the holders’ right to convert in certain circumstances if the closing price of a share of the company’s common stock exceeds 150% of the conversion price then in effect for a minimum period.

Holders who convert before March 20, 2012 following the issuance of a notice of termination of conversion rights will receive, in addition to shares of common stock issued at the conversion price, an interest make-whole payment, in cash and/or shares of common stock at the company’s option, equal to the present value of the unpaid interest through March 20, 2012.

If a holder elects to convert its New Debentures in connection with certain fundamental corporate changes before March 20, 2012, the conversion rate for such New Debentures may be increased.


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