Belden Inc. (NYSE: BDC), a global leader in signal transmission solutions for mission critical applications, today announced it had received, as of 5:00 p.m. ET on August 24, 2012 (the “Consent Expiration”), tenders and consents from holders of $291,916,000 aggregate principal amount, representing approximately 83.55% of the aggregate principal outstanding, of its 7.0% Senior Subordinated Notes due 2017 (CUSIP No. 077454-AC-0) (the “2017 Notes”) and $182,950,000 aggregate principal amount, representing approximately 91.48% of the aggregate principal outstanding, 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”), in connection with its previously announced tender offer and consent solicitation for the Notes (the “Tender Offer and Consent Solicitations”), which commenced on August 13, 2012, and is described in the Offer to Purchase and Consent Solicitation Statement dated August 13, 2012 (the “Offer to Purchase”).
Belden has executed a supplemental indenture with respect to each of the indentures governing the Notes (the “Supplemental Indentures”), which will eliminate substantially all of the restrictive covenants and certain events of default in the respective indentures governing the Notes. The Supplemental Indentures will not become operative until a majority in aggregate principal amount of the Notes has been purchased by Belden pursuant to the terms of the tender offer and the consent solicitation, which is expected to occur today.
Belden’s obligation to accept for purchase, and to pay for, any Notes pursuant to the tender offer is subject to a number of conditions that are set forth in the Offer to Purchase, including the closing of the Company’s previously announced private offering of $700,000,000 of 5.5% Senior Subordinated Notes due 2022, which issuance closed earlier today. Subject to the satisfaction or waiver of any remaining conditions, all holders who validly tendered (and did not validly withdraw) their Notes prior to the Consent Expiration will receive the total consideration equal to $1,038.00 per $1,000 principal amount of the 2017 Notes and $1,162.50 per $1,000 principal amount of the 2019 Notes, which includes a consent payment of $30.00 per $1,000 principal amount of the Notes, plus accrued and unpaid interest to the applicable settlement date.
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