CommScope Reports Unregistered Equity Sale

TL;DR

CommScope sold equity off-market, details TBD.

AI Summary

On December 12, 2024, CommScope Holding Company, Inc. filed an 8-K report detailing an unregistered sale of equity securities. The filing indicates a transaction involving the company's equity, though specific details regarding the nature of the sale, the number of securities, and the price were not immediately disclosed in the provided excerpt.

Why It Matters

This filing signals a transaction involving CommScope's equity that occurred outside of a public offering, which could have implications for the company's capital structure and shareholder base.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can sometimes indicate financial distress or a need for capital, and the lack of immediate detail warrants caution.

Key Numbers

• 001-36146 — SEC File Number (Identifies the company's filing history with the SEC.)
• 27-4332098 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• CommScope Holding Company, Inc. (company) — Registrant
• December 12, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 3642 E. US Highway 70 (address) — Principal executive offices
• Claremont, North Carolina 28610 (address) — Principal executive offices

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
• $877.50 — Preferred Stock in the aggregate, plus $877.50 in cash in the aggregate in lieu of fra

Filing Documents

• comm-20241212.htm (8-K) — 40KB
• 0000950170-24-136045.txt ( ) — 157KB
• comm-20241212.xsd (EX-101.SCH) — 30KB
• comm-20241212_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; 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; and on September 30, 2024, the Company paid a dividend in kind in the aggregate amount of 16,421 shares of Series A Preferred Stock to the holders of the Series A Preferred Stock as of September 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 December 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 16,646 shares of Series A Preferred Stock in the aggregate, plus $877.50 in cash in the aggregate in lieu of fractional shares. The Company expects to pay the Dividend on December 31, 2024. The Divide

View Full Filing

View this 8-K filing on SEC EDGAR