Belden Inc. (NYSE: BDC), a global leader in signal transmission solutions for mission critical applications, announced today that it has commenced cash tender offers (the “Tender Offers”) for any and all of the outstanding $349.4 million aggregate principal amount of its 7.0% Senior Subordinated Notes due 2017 (CUSIP No. 077454-AC-0) (the “2017 Notes”) and $200 million aggregate principal amount of its 9.25% Senior Subordinated Notes due 2019 (CUSIP No. 077454-AE-6) (the “2019 Notes,” and together with the 2017 Notes, the “Notes”) and solicitations of consents (the “Consent Solicitations”) to certain proposed amendments to the respective indentures governing the Notes (the “Indentures”).
The Tender Offers are scheduled to expire at 11:59 p.m. ET, on September 10, 2012, unless extended or earlier terminated by us in our sole discretion (the “Expiration Time”). Holders who validly tender their Notes and provide their consents to the amendments to the Indenture before 5:00 p.m. ET on August 24, 2012, unless extended (the “Consent Expiration”) will be eligible to receive the Total Consideration (as defined below). Tenders of Notes may be validly withdrawn and consents may be validly revoked until the Withdrawal Time (defined below).
The “Total Consideration” is $1,038.00 for each $1,000 principal amount of the 2017 Notes and $1,162.50 for each $1,000 principal amount of the 2019 Notes, in each case, validly tendered and not validly withdrawn prior to the Consent Expiration. The “Tender Offer Consideration” for each $1,000 principal amount of Notes is $1,008.00 for the 2017 Notes and $1,132.50 for the 2019 Notes. The Tender Offer Consideration is the Total Consideration minus the Consent Payment of $30.00 per $1,000 principal amount of Notes tendered and accepted by us for purchase in the Tender Offers. Holders tendering after the Consent Expiration will be eligible to receive only the Tender Offer Consideration. Holders whose Notes are purchased in the Tender Offers will also receive accrued and unpaid interest from the most recent interest payment date on their series of Notes up to, but not including, the applicable payment date. Holders who validly tender their Notes before the Consent Expiration will be eligible to receive payment on the initial settlement date, which will be the business day we select promptly following both the Consent Expiration and the satisfaction or waiver of the conditions to consummation of the Tender Offers and related Consent Solicitations. Assuming the Tender Offers are not extended, the initial settlement date is expected to be August 27, 2012. Holders tendering after the Consent Expiration and prior to the Expiration Time will be eligible to receive payment on the final settlement date, which will be promptly after the Expiration Time, and is expected to be the business day following the Expiration Time.
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