CommScope Reports Unregistered Equity Sales

TL;DR

CommScope sold unregistered equity, potentially diluting shares.

AI Summary

On September 25, 2024, CommScope Holding Company, Inc. filed an 8-K report detailing unregistered sales of equity securities. The filing indicates a transaction involving equity securities that were not registered under the Securities Act of 1933. Specific details regarding the nature of these securities, the number of shares, and the price per share were not immediately available in the provided excerpt.

Why It Matters

This filing signals potential dilution or changes in the company's capital structure through the issuance of unregistered equity, which could impact existing shareholders.

Risk Assessment

Risk Level: medium — Unregistered equity sales can sometimes indicate financial distress or a need for capital, and may lead to dilution for existing shareholders.

Key Players & Entities

• CommScope Holding Company, Inc. (company) — Registrant
• September 25, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 27-4332098 (tax_id) — IRS Employer Identification No.
• 3642 E. US Highway 70 (address) — Principal executive offices
• Claremont, North Carolina (location) — Principal executive offices location
• 28610 (zip_code) — Principal executive offices zip code
• (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
• $88.75 — Preferred Stock in the aggregate, plus $88.75 in cash in the aggregate in lieu of fra

Filing Documents

• comm-20240925.htm (8-K) — 38KB
• 0000950170-24-109653.txt ( ) — 155KB
• comm-20240925.xsd (EX-101.SCH) — 30KB
• comm-20240925_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; 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; and on June 30, 2024, the Company paid a dividend in kind in the aggregate amount of 16,198 shares of Series A Preferred Stock to the holders of the Series A Preferred Stock as of June 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 September 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 16,421 shares of Series A Preferred Stock in the aggregate, plus $88.75 in cash in the aggregate in lieu of fractional shares. The Company expects to pay the Dividend on September 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 a

View Full Filing

View this 8-K filing on SEC EDGAR