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) November 10, 2016
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.) |
| 1100 CommScope Place, SE, Hickory, North Carolina | 28602 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (828) 324-2200
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 (see General Instruction A.2. below):
| ☐ | 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)) |
| Item 1.01 | Entry Into a Material Definitive Agreement. |
On November 10, 2016, CommScope Holding Company, Inc. (the “Company”), an investment fund affiliated with The Carlyle Group (the “Selling Stockholder”), and Morgan Stanley & Co. LLC and Jefferies LLC, as underwriters (the “Underwriters”), entered into an underwriting agreement (the “Underwriting Agreement”), pursuant to which the Selling Stockholder agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholder, subject to and upon the terms and conditions set forth therein, 19,716,970 shares of the Company’s common stock.
A copy of the Underwriting Agreement has been attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number: |
Description | |
| 1.1 | Underwriting Agreement, dated November 10, 2016, by and among CommScope Holding Company, Inc., an investment fund affiliated with The Carlyle Group, Morgan Stanley & Co. LLC and Jefferies LLC. | |
Safe Harbor Statement
The statements in this release state the Company’s and management’s intentions, beliefs, expectations or projections of the future and are forward-looking statements. It is important to note that the Company’s actual results could differ materially from those projected in such forward-looking statements.
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.
| CommScope Holding Company, Inc. | ||||
| Date: November 14, 2016 |
||||
| By: |
/s/ Frank B. Wyatt, II | |||
| Name: |
Frank B. Wyatt, II | |||
| Title: |
Senior Vice President, General Counsel and Secretary | |||
EXHIBIT INDEX
| Exhibit Number: |
Description | |
| 1.1 | Underwriting Agreement, dated November 10, 2016, by and among CommScope Holding Company, Inc., an investment fund affiliated with The Carlyle Group, Morgan Stanley & Co. LLC and Jefferies LLC. | |