Form 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) September 20, 2016

 

 

COMMSCOPE HOLDING COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36146   27-4332098

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

1100 CommScope Place, SE, Hickory, North Carolina   28602
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (828) 324-2200

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 1.01 Entry Into a Material Definitive Agreement.

On September 20, 2016, CommScope Holding Company, Inc. (the “Company”), an investment fund affiliated with The Carlyle Group (the “Selling Stockholder”), and Credit Suisse Securities (USA) LLC, as the sole underwriter (the “Underwriter”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Selling Stockholder agreed to sell to the Underwriter, and the Underwriter agreed to purchase from the Selling Stockholder, subject to and upon the terms and conditions set forth therein, 10,000,000 shares of the Company’s common stock. In addition, pursuant to the Underwriting Agreement, the Selling Stockholder has granted the Underwriter an option, exercisable within 30 days, to purchase up to an additional 1,500,000 shares of common stock on the same terms and conditions.

A copy of the Underwriting Agreement has been attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number:

   

Description

1.1    Underwriting Agreement, dated September 20, 2016, by and among CommScope Holding Company, Inc., an investment fund affiliated with The Carlyle Group, and Credit Suisse Securities (USA) LLC

Safe Harbor Statement

The statements in this release state the Company’s and management’s intentions, beliefs, expectations or projections of the future and are forward-looking statements. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    CommScope Holding Company, Inc.
Date: September 22, 2016      
    By:  

/s/ Frank B. Wyatt, II

    Name:   Frank B. Wyatt, II
    Title:   Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

 

Exhibit

Number:

   

Description

1.1    Underwriting Agreement, dated September 20, 2016, by and among CommScope Holding Company, Inc., an investment fund affiliated with The Carlyle Group, and Credit Suisse Securities (USA) LLC