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 Tenders of Notes may be validly withdrawn and consents may be validly revoked until the Withdrawal Time (defined below).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Notes and $1,162.50 for each $1,000 principal amount of the 2019 Notes, in each case, validly tendered and not validly withdrawn prior to the Consent Expiration.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.
In connection with the tender offers, Belden is soliciting consents to certain proposed amendments to eliminate substantially all of the restrictive covenants and certain events of default in the respective Indentures. Belden is offering to make a consent payment (which is included in the Total Consideration described above) of $30.00 per $1,000 principal amount of Notes to holders who validly tender their Notes and deliver their consents prior to the Consent Expiration. Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes. No consent payments will be made in respect of Notes tendered after the Consent Expiration.Tendered Notes may be withdrawn and consents may be revoked before 5:00 p.m. ET on August 24, 2012 (the “Withdrawal Time”), but generally not afterwards. Any extension, delay, termination or amendment of the Tender Offers will be followed as promptly as practicable by a public announcement thereof. The Tender Offers are subject to the satisfaction of certain conditions including: (1) receipt of consents to the amendments of the Indenture from holders of a majority in principal amount of the outstanding Notes, (2) execution of a supplemental indenture effecting the amendments, (3) consummation of a capital markets debt offering that results in net proceeds that, together with cash on hand, would be sufficient to fund the tender and (4) certain other customary conditions. The complete terms and conditions of the Tender Offers and Consent Solicitations are described in the Offer to Purchase and Consent Solicitation Statement dated August 13, 2012, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offers and Consent Solicitations, at (800) 431-9633 (US toll free) or, for banks and brokers, (212) 269-5550. Belden has engaged Wells Fargo Securities to act as the exclusive dealer manager and solicitation agent in connection with the Tender Offers and Consent Solicitations. Questions regarding the terms of the Tender Offers and Consent Solicitations may be directed to Wells Fargo Securities, Liability Management Group, at (866) 309-6316 (US toll-free) and (704) 715-8341 (collect).
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. The Tender Offers and Consent Solicitations are being made solely by the Offer to Purchase and Consent Solicitation Statement dated August 13, 2012.About BeldenSt. Louis−based Belden Inc. designs, manufactures, and markets cable, connectivity, and networking products in markets including industrial automation, enterprise, transportation, infrastructure, and consumer electronics. It has approximately 6,900 employees, and provides value for industrial automation, enterprise, education, healthcare, entertainment and broadcast, sound and security, transportation, infrastructure, consumer electronics and other industries. Belden has manufacturing capabilities in North America, South America, Europe, and Asia, and a market presence in nearly every region of the world. Belden was founded in 1902, and today is a leader with some of the strongest brands in the signal transmission industry. For more information, visit www.belden.com.