false 0001517228 0001517228 2024-07-18 2024-07-18

 

 

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): July 18, 2024

 

 

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.)

3642 E. US Highway 70

Claremont, North Carolina 28610

(Address of principal executive offices)

Registrant’s telephone number, including area code: (828) 459-5000

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:

 

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol

  

Name of each exchange

on which registered

Common Stock, par value $0.01 per share   COMM   The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 7.01

Regulation FD Disclosure.

On July 18, 2024, CommScope Holding Company, Inc., a Delaware corporation (the “Company”), issued a press release announcing its entry into a Purchase Agreement, by and between the Company and Amphenol Corporation, a Delaware corporation. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished herewith and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number:

   

Description

99.1    Press release of CommScope Holding Company, Inc., dated July 18, 2024
104    Cover page interactive data file (embedded within the inline XBRL document)

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.

 

Date: July 18, 2024

   COMMSCOPE HOLDING COMPANY, INC.
    By:  

/s/ Justin C. Choi

    Name:   Justin C. Choi
    Title:   Senior Vice President, Chief Legal Officer
      and Secretary

Exhibit 99.1

 

LOGO

 

LOGO

CommScope to Sell its Outdoor Wireless Networks and Distributed Antenna Systems Businesses to Amphenol Corporation

Claremont, NC – July 18, 2024 – CommScope (NASDAQ: COMM), a global leader in network connectivity, announced today it has entered into a definitive agreement to sell its Outdoor Wireless Networks (OWN) segment as well as the Distributed Antenna Systems (DAS) business unit of its Networking, Intelligent Cellular & Security Solutions segment to Amphenol Corporation (NYSE: APH).

CommScope will receive approximately USD $2.1 billion in cash, to be paid by Amphenol upon closing. The sale is expected to close within the first half of 2025, subject to customary closing conditions, including receipt of applicable regulatory approvals.

“CommScope has a strong reputation for driving innovation and value for our customers. This transaction allows CommScope to increase focus and further strengthen its CommScope NEXT priorities with its remaining segments and business units,” said Chuck Treadway, CEO, CommScope.

He continued, “We believe CommScope’s OWN and DAS businesses are positioned to continue to perform well under Amphenol’s leadership.”

OWN provides wireless infrastructure for mobile networks, including macro and small cell site solutions. The DAS business provides solutions for cellular infrastructure inside venues, campuses and enterprises.

Advisors

Moelis & Company is acting as financial advisor to CommScope. Alston & Bird LLP are acting as legal advisors to CommScope.

—END—

CommScope and the CommScope logo are registered trademarks of CommScope and/or its affiliates in the U.S. and other countries. For additional trademark information see https://www.commscope.com/trademarks. All other product names, trademarks and registered trademarks are property of their respective owners.

About CommScope

CommScope (NASDAQ: COMM) is pushing the boundaries of technology to create the world’s most advanced wired and wireless networks. Our global team of employees, innovators and technologists empower customers to anticipate what’s next and invent what’s possible. Discover more at www.commscope.com.

Follow us on Twitter and LinkedIn. Sign up for our press releases and blog posts.

News Media Contact

Luke Hamer

Luke.Hamer@commscope.com

Financial Contact

Massimo Disabato, CommScope

Massimo.disabato@commscope.com

This press release includes forward-looking statements that are based on information currently available to management, management’s beliefs, as well as on a number of assumptions concerning future events. Forward-looking statements are not a guarantee of performance and are subject to a number of uncertainties and other factors, which could cause the actual results to differ materially from those currently expected. In providing forward-looking statements, the company does not intend, and is not undertaking any obligation or duty, to update these statements as a result of new information, future events or otherwise.

Source: CommScope

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