Item
3.02 Unregistered Sales of Equity Securities.
On
February 4, 2009, CommScope, Inc. (“the Company”) agreed with certain holders of
the Company’s 1.00% Convertible Senior Subordinated Debentures due 2024 (the
“1.00% Convertible Debentures”), to issue 286,580 shares of the Company’s Common
Stock, par value $0.01 per share (the "Common Stock"), in exchange for
$4,073,000 principal amount of the 1.00% Convertible Debentures. As a
result of these transactions, the aggregate number of shares issued by the
Company since its last periodic report represented less than 1% of the total
outstanding shares of the Company’s Common Stock as of February 1,
2009. The transactions closed on February 5, 2009 and the $4,073,000
in principal amount of the 1.00% Convertible Debentures was retired upon
receipt.
On
February 5, 2009, the Company agreed with certain holders of the 1.00%
Convertible Debentures, to issue 307,549 shares of Common Stock in exchange for
$4,350,000 principal amount of the 1.00% Convertible Debentures. As a result of
these transactions, the aggregate number of shares issued by the Company since
its last periodic report represented less than 1% of the total outstanding
shares of the Company’s Common Stock as of February 1, 2009. The
transactions closed on February 6, 2009 and the $4,350,000 in principal amount
of the 1.00% Convertible Debentures was retired upon
receipt.
On
February 6, 2009, the Company agreed with certain holders of the 1.00%
Convertible Debentures, to issue 102,040 shares of Common Stock in exchange for
$1,500,000 principal amount of the 1.00% Convertible Debentures. As a result of
these transactions, the aggregate number of shares issued by the Company since
its last periodic report represented less than 1% of the total outstanding
shares of the Company’s Common Stock as of February 1, 2009. The
transactions closed on February 9, 2009 and the $1,500,000 in principal amount
of the 1.00% Convertible Debentures was retired upon
receipt.
On
February 9, 2009, the Company agreed with certain holders of the 1.00%
Convertible Debentures, to issue 132,652 shares of Common Stock in exchange for
$1,904,000 principal amount of the 1.00% Convertible Debentures. As a
result of these transactions, the aggregate number of shares issued by the
Company since its last periodic report represented approximately 1.2% of the
total outstanding shares of the Company’s Common Stock as of February 1, 2009.
The transactions closed on February 10, 2009 and the $1,904,000 in principal
amount of the 1.00% Convertible Debentures was retired upon
receipt.
On
February 10, 2009, the Company agreed with certain holders of the 1.00%
Convertible Debentures, to issue 163,264 shares of Common Stock in exchange for
$2,293,000 principal amount of the 1.00% Convertible Debentures. As a
result of these transactions, the aggregate number of shares issued by the
Company since its last periodic report represented approximately 1.4% of the
total outstanding shares of the Company’s Common Stock as of February 1, 2009.
The transactions closed on February 11, 2009 and the $2,293,000 in principal
amount of the 1.00% Convertible Debentures was retired upon
receipt.
On
February 11, 2009, the Company agreed with certain holders of the 1.00%
Convertible Debentures, to issue 214,284 shares of Common Stock in exchange for
$2,952,000 principal amount of the 1.00% Convertible Debentures. As a
result of these transactions, the aggregate number of shares issued by the
Company since its last periodic report represented approximately 1.7% of the
total outstanding shares of the Company’s Common Stock as of February 1, 2009.
The transactions closed on February 12, 2009 and the $2,952,000 in principal
amount of the 1.00% Convertible Debentures was retired upon
receipt.
On
February 12, 2009, the Company agreed with certain holders of the 1.00%
Convertible Debentures, to issue 205,100 shares of Common Stock in exchange for
$2,825,000 principal amount of the 1.00% Convertible Debentures. As a
result of these transactions, the aggregate number of shares issued by the
Company since its last periodic report represented approximately 2.0% of the
total outstanding shares of the Company’s Common Stock as of February 1, 2009.
The transactions closed on February 13, 2009 and the $2,825,000 in principal
amount of the 1.00% Convertible Debentures was retired upon
receipt.
No
underwriters were engaged in connection with the above issuances of Common Stock
by the Company. The issuance of Common Stock in these transactions was exempt
from registration under the Securities Act of 1933 pursuant to Section 3(a)(9)
under the Securities Act.
The
Company may engage in additional exchanges of Common Stock for 1.00% Convertible
Debentures if and as favorable opportunities arise. As of February 13, 2009,
$179,622,000 aggregate principal amount of 1.00% Convertible Debentures remain
outstanding. As a result of these completed transactions, the Company
expects to recognize a non-cash charge of approximately $7 million for the
induced conversion of debt.
Item
8.01 Other Events.
On
February 13, 2009, the Company announced that it has called for redemption on
March 20, 2009 any and all of the 1.00% Convertible Debentures that are
outstanding on that date. A notice of redemption has been sent to the
holders of the 1.00% Convertible Debentures on the date hereof in accordance
with the terms of the indenture governing the 1.00% Convertible
Debentures.
The
Company’s press release announcing the notice of redemption of its 1.00%
Convertible Debentures is included with this Form 8-K as Exhibit
99.1.