CommScope Reports Unregistered Equity Sale

TL;DR

CommScope sold unregistered equity, details TBD.

AI Summary

On June 25, 2024, CommScope Holding Company, Inc. filed an 8-K report detailing the unregistered sale of equity securities. The filing indicates a transaction involving the company's equity, though specific details regarding the number of shares, price, or involved parties are not fully disclosed in this excerpt.

Why It Matters

This filing signals a transaction involving CommScope's equity that was not registered with the SEC, which could have implications for investors regarding transparency and potential dilution.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can sometimes indicate financial distress or a need for capital, and lack of immediate transparency can be a concern for investors.

Key Players & Entities

• CommScope Holding Company, Inc. (company) — Registrant
• June 25, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 27-4332098 (identifier) — IRS Employer Identification No.
• 3642 E. US Highway 70 (address) — Principal executive offices
• Claremont, North Carolina 28610 (address) — Principal executive offices
• (828) 459-5000 (phone_number) — Registrant's telephone number

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
• $366.25 — Preferred Stock in the aggregate, plus $366.25 in cash in the aggregate in lieu of fra

Filing Documents

• comm-20240625.htm (8-K) — 38KB
• 0000950170-24-077898.txt ( ) — 155KB
• comm-20240625.xsd (EX-101.SCH) — 30KB
• comm-20240625_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; and on March 31, 2024, the Company paid a dividend in kind in the aggregate amount of 15,978 shares of Series A Preferred Stock to the holders of the Series A Preferred Stock as of March 15, 2024. 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 June 25, 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 16,198 shares of Series A Preferred Stock in the aggregate, plus $366.25 in cash in the aggregate in lieu of fractional shares. The Company expects to pay the Dividend on June 30, 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 w

View Full Filing

View this 8-K filing on SEC EDGAR