CommScope Reports Unregistered Equity Sales

TL;DR

CommScope sold unregistered equity, check for dilution.

AI Summary

CommScope Holding Company, Inc. filed an 8-K on March 14, 2024, reporting unregistered sales of equity securities on March 12, 2024. The filing details the company's principal executive offices located at 3642 E. US Highway 70, Claremont, North Carolina, 28610.

Why It Matters

This filing indicates potential dilution or changes in ownership structure due to unregistered equity sales, which could impact existing shareholders.

Risk Assessment

Risk Level: medium — Unregistered sales can sometimes signal financial distress or lead to dilution, requiring closer examination of the terms and implications.

Key Players & Entities

• CommScope Holding Company, Inc. (company) — Registrant
• 3642 E. US Highway 70, Claremont, North Carolina, 28610 (location) — Principal executive offices
• March 12, 2024 (date) — Date of earliest event reported
• March 14, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share COMM The NASDAQ Stock Mar
• $1.0 b — "), for an aggregate purchase price of $1.0 billion, or $1,000 per share, pursuant to
• $1,000 — gate purchase price of $1.0 billion, or $1,000 per share, pursuant to an Investment Ag
• $668.75 — Preferred Stock in the aggregate, plus $668.75 in cash in the aggregate in lieu of fra

Filing Documents

• comm-20240312.htm (8-K) — 38KB
• 0000950170-24-031542.txt ( ) — 155KB
• comm-20240312.xsd (EX-101.SCH) — 30KB
• comm-20240312_htm.xml (XML) — 5KB

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. As previously disclosed, on April 4, 2019, CommScope Holding Company, Inc. (the " Company ") issued and sold 1,000,000 shares of the Company's Series A Convertible Preferred Stock, par value $0.01 per share (the " Series A Preferred Stock "), for an aggregate purchase price of $1.0 billion, or $1,000 per share, pursuant to an Investment Agreement by and between the Company and Carlyle Partners VII S1 Holdings, L.P. (" Carlyle "), dated as of November 8, 2018. Also, as previously disclosed, through December 31, 2023, the Company has paid dividends in kind in the aggregate amount of 162,085 shares of Series A Preferred Stock to the holders of the Series A Preferred Stock. The material terms of the Series A Preferred Stock are described in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on April 4, 2019, which description is incorporated by reference herein. On March 12, 2024, the Board of Directors of the Company declared a dividend (the " Dividend ") on the shares of Series A Preferred Stock issued and outstanding as of the record date for such dividend, as a dividend in kind in the form of 15,978 shares of Series A Preferred Stock in the aggregate, plus $668.75 in cash in the aggregate in lieu of fractional shares. The Company expects to pay the Dividend on March 31, 2024. The Dividend is exempt from registration under the Securities Act of 1933, as amended (the " Securities Act "), pursuant to Section 4(a)(2) of the Securities Act. Carlyle represented to the Company that it is an "accredited investor" as defined in Rule 501 of the Securities Act and that the Series A Preferred Stock is being acquired for investment purposes and not with a view to, or for sale in connection with, any distribution thereof, and appropriate legends will be affixed to any certificates evidencing the shares of Series A Preferred Stock and/or shares of the Company's common stock, par value

View Full Filing

View this 8-K filing on SEC EDGAR