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.
Holders who tender their Notes after the Consent Expiration and prior to the expiration of the tender offer will be entitled to receive the tender offer consideration equal to $1,008.00 per $1,000 principal amount of the 2017 Notes and $1,132.50 per $1,000 principal amount of the 2019 Notes, plus any accrued and unpaid interest to the applicable settlement date. Holders of Notes tendered after the Consent Expiration will not receive a consent payment. The tender offer will expire at 11:59 p.m. ET on September 10, 2012. As the Withdrawal Time of 5:00 p.m. ET on August 24, 2012 has passed, previously tendered Notes can no longer be withdrawn, and holders who tender Notes after the Withdrawal Time will not have withdrawal rights.Belden also intends to redeem all of its outstanding 2017 Notes not tendered in the tender offer. The redemption price for the notes will be equal to 103.500% of the principal amount thereof, plus any accrued and unpaid interest to the redemption date. The redemption of the Notes is scheduled to occur on September 26, 2012. Belden has engaged Wells Fargo Securities, LLC as exclusive Dealer Manager for the tender offer. Persons with questions regarding the tender offer should contact Wells Fargo Securities, Liability Management Group, at (866) 309-6316 (US toll free) or (704) 715-8341 (collect). Requests for copies of the Offer to Purchase or other tender offer materials may be directed to D. F. King & Co., Inc., the Information Agent, at (800) 431-9633 (toll free) or (212) 269-5550 (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 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 7,600 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.