UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 7.01 | Regulation FD Disclosure |
Proposals
CommScope Holding Company, Inc. (the “Company”) is furnishing as Exhibit 99.1 to this Current Report on Form 8-K certain proposals (the “Proposals”) previously exchanged between the Company and members of an ad hoc group of creditors of the Company (the “Ad Hoc Group”) during the course of discussions relating to a potential refinancing and/or recapitalization transaction involving the Company and its outstanding indebtedness (a “Transaction”). The Company and the applicable members of the Ad Hoc Group have not reached an agreement on the material terms of a Transaction, and negotiations between the Company and members of the Ad Hoc Group relating to a Transaction are not currently continuing. This public disclosure of the Proposals is made pursuant to the terms of certain confidentiality agreements (the “NDAs”) the Company entered into with certain members of the Ad Hoc Group.
The Company believes that the proposals that it advanced in the course of its discussions with the Ad Hoc Group were constructive and that a Transaction would be value-maximizing for the Company as a whole and in the best interests of all of the Company’s stakeholders. Each of the Company’s proposals to the Ad Hoc Group focused on addressing the Company’s debt maturing in 2025 and 2026 and either expressly contemplated the Company and the Ad Hoc Group reaching an agreement to comprehensively address and deleverage the Company’s entire debt capital structure, including the Company’s notes that mature in 2027, 2028 and 2029, or maintaining flexibility to achieve that goal. The Company is actively pursuing other alternatives available to it to address upcoming debt maturities and achieve its deleveraging objectives. It remains in active and constructive discussions with creditors that are not a part of the Ad Hoc Group focused on positioning it to achieve those objectives and may in the future re-engage in discussions with members of the Ad Hoc Group regarding a Transaction.
The Proposals were prepared solely to facilitate a discussion with the parties to the NDAs and was not prepared with a view toward public disclosure, and the Proposals should not be relied upon to make an investment decision with respect to the Company. The Proposals should not be regarded as an indication that the Company or any third party considers the Proposals to be material non-public information or a reliable prediction of future events, and the Proposals should not be relied upon as such. Neither the Company nor any third party makes any representation to any person regarding the accuracy or completeness of any of the information contained in any Proposal or undertakes any obligation to update any Proposal to reflect circumstances existing after the date when such Proposal was prepared or conveyed or to reflect the occurrence of future events, even if any or all of the assumptions underlying any such Proposal becomes or is shown to be incorrect.
The foregoing description of the Proposals is in addition to, and qualified by reference to, the Proposals, which are included in Exhibit 99.1 attached hereto and incorporated herein by reference.
The information set forth in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K, including the exhibit hereto, includes forward-looking statements that reflect the current views of the Company with respect to future events. These statements may discuss objectives, goals, intentions or expectations as to future plans, trends, events, results of operations or financial condition or otherwise, in each case, based on current beliefs of the management of the Company, as well as assumptions made by, and information currently available to, such management. These forward-looking statements are generally identified by their use of such terms and phrases as “intend,” “goal,” “objective,” “estimate,” “expect,” “project,” “projections,” “plans,” “potential,” “anticipate,” “should,” “could,” “designed to,” “foreseeable future,” “believe,” “think,” “scheduled,” “outlook,” “target,” “guidance” and similar expressions, although not all forward-looking statements contain such terms. This list of indicative terms and phrases is not intended to be all-inclusive.
Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements.
These and other factors are discussed in greater detail in the reports filed by the Company with the U.S. Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and subsequent Quarterly Reports on Form 10-Q. Although the information contained in this Current Report on Form 8-K represents the best judgment of the Company as of the date of this Current Report on Form 8-K based on information currently available and reasonable assumptions, the Company cannot give any assurance that the expectations will be attained or that any deviation will not be material. Given these uncertainties, the Company cautions you not to place undue reliance on these forward-looking statements, which speak only as of the date made. The Company is not undertaking any duty or obligation to update this information to reflect developments or information obtained after the date of this report, except as otherwise may be required by law.
| ITEM 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Proposals. | |
| 104 | Cover page interactive data file (embedded within the inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 7, 2024
| COMMSCOPE HOLDING COMPANY, INC. | ||
| By: | /s/ Justin C. Choi | |
| Justin C. Choi | ||
| Senior Vice President, Chief Legal Officer | ||
| and Secretary | ||
Exhibit 99.1
2025 Refinancing Proposal Last Company Proposal Last Bondholder AHG Proposal Form New Senior Secured 2L Debt in the form of Notes, with 144A, Reg S, and IAI CUSIP (the “New Senior Secured 2L Notes”) Same Commitment Each member of the Bondholder AHG will enter into a Transaction Support Agreement (“TSA”) pursuant to which, among other customary agreements, each member will agree to: Funded by existing Bondholder AHG to refinance the Existing 2025 Notes Exchange all of the 6.00% Senior Notes due 2025 (the “Existing 2025 Notes”) held by them for New Senior Secured 2L Notes (with the related exchange offer (the “2025 Notes Exchange Offer”) to be made to all holders of the Existing 2025 Notes); Provide customary “exit consents” with respect to the Existing 2025 Notes indenture; and Provide consents under the 8.25% Senior Notes due 2027, 5.00% Senior Notes due 2027, 7.125% Senior Notes due 2028, and 4.75% Senior Secured Notes due 2028 (together, the “Longer-Dated Notes”), and under the Senior Secured Term Loan due 2026 (the “2026 TL”), as may be reasonably necessary or advisable to ensure consummation of the transactions contemplated by this proposal Issuer CommScope, LLC Same Guarantors CommScope Holding Company, Inc. (“Holdings”) together with each guarantor under the Senior Secured Term Loan Same Amount An amount equal to the Existing 2025 Notes accepted for exchange in the 2025 Notes Exchange Offer An amount equal to the total outstanding principal amount of Existing 2025 Notes as of the close of the transaction Maturity Five years from closing; illustratively September 30, 2029 Same Security Perfected second lien on collateral that currently secures the Term/Notes Priority Collateral and the ABL Priority Collateral1 Perfected, second priority lien on collateral that currently secures the existing Senior Secured Term Loan, the 6.00% Senior Secured Notes due 2026, and the 4.75% Senior Secured Notes due 2029 (collectively with the 6.00% Senior Secured Notes due 2026, the “Existing Senior Secured Notes”, and collectively with the Senior Secured Term Loan and 6.00% Senior Secured Notes due 2026 the “Existing Senior Secured Debt”) on a second priority basis (collectively, the “Term/Notes Priority Collateral” 2, and Third lien on collateral that currently secures the ABL facility on a first priority basis and among the Existing Senior Secured Debt on a second priority basis (such collateral, the “ABL Priority Collateral”) Intercreditor Rights Customary 1L/2L intercreditor agreement to be entered into Same Interest Rate 10.5% interest rate payable in cash semiannually Same 1. Note to AHG: This language is intended to correct a misunderstanding of lien priority as between the term loan and ABL, and to clarify that a true second lien would sit behind the ABL on the fixed asset collateral as well as the current asset collateral. 2. May require ABL consent, subject to review of existing intercreditor agreements
2025 Refinancing Proposal (cont’d) Last Company Proposal Last Bondholder AHG Proposal OID 3.0% 5.0% Call Protection NC2 / 105.25 / 102.625 / par thereafter First two years 103 / 105.25 / 102.625 / par thereafter Redemption right during the first year at 103% Redemption premium upon acceleration (including bankruptcy) during the first four years Market make-whole during the second year Ability to call up to 10% at 103% during make-whole period on terms consistent with Existing Senior Secured Notes Equity claw provision on terms consistent with Existing Senior Secured Notes Make-whole / redemption premium upon acceleration (including bankruptcy) during the first four years CommScope to have ability to redeem New Senior Secured 2L Notes at par plus accrued and unpaid interest from proceeds from asset sales CommScope to have ability to redeem New Senior Secured 2L Notes at 102% during the first four years and at par plus accrued and unpaid interest thereafter upon a change of control transaction Covenants Same as New Senior Secured Term Loan with customary adjustments Same Events of Default In line with Existing Senior Secured Notes, with customary changes for 2L Debt Same Voting At least 50% for substantially all matters requiring consent, except for “sacred rights” matters that require 100% or affected holder consent, and 66 2/3% for the release of liens consistent with the Existing Senior Secured Notes, and otherwise consistent with current market for syndicated indebtedness for non-distressed borrowers/issuers At least 50% for substantially all matters requiring consent, except for “sacred rights” matters that require 100% or affected holder consent In addition to sacred rights matters in Existing Senior Secured Notes, 100% or affected holder consents matters shall also include the following: Modifying lien priority of the collateral Modifying (1) covenants to permit designation of unrestricted subsidiaries or (2) payments for consent covenant Releasing all or substantially all guarantees and collateral Reporting Consistent with Existing Senior Secured Notes Same Use of Proceeds N/A Redeem all existing 2025 Notes at par plus accrued interest
Senior Secured Term Loan due 2026 Proposal Last Company Proposal Last Bondholder AHG Proposal Form New Senior Secured 1L Debt in the form of Term Loans (the “New Senior Secured Term Loan”) Same Commitment Each member of the Bondholder AHG (and such other lenders under the 2026 TL as may be agreed, and together with the Bondholder AHG, the “Commitment Parties”) will enter into a TSA pursuant to which, among other customary agreements, the Commitment Parties will agree to: Each member of the Bondholder AHG (and such other lenders under the 2026 TL as may be agreed, and together with the Bondholder AHG, the “Commitment Parties”) will enter into a TSA pursuant to which, among other customary agreements, the Commitment Parties will agree to: Exchange all of the loans under the 2026 TL held by them for loans under the New Senior Secured Term Loan (with the related exchange offer to be made to all lenders under the 2026 TL); and Exchange all of the loans under the 2026 TL held by them for loans under the New Senior Secured Term Loan (with the related exchange offer to be made to all lenders under the 2026 TL); and Provide customary “exit consents” with respect to the 2026 TL credit agreement Provide customary “exit consents” with respect to the 2026 TL credit agreement The Commitment Parties will commit to provide additional loans under the New Senior Secured Term Loan (which may be available on a delayed-draw basis) in an amount equal to the sum of (a) the amount of 6.00% Senior Secured Notes due 2026 (the “Existing 2026 Notes”) not then held by the Commitment Parties and (b) the amount of loans under the 2026 TL not then held by the Commitment Parties Members of the Bondholder AHG will work with the Company to backstop all nonparticipating loans under the 2026 TL and notes under the Existing 2026 Notes in exchange for an adequate commitment fee to be negotiated based on final terms and economics of the exchange Commitment fee (the “Commitment Fee”) arrangements and structure, including form of payment (in cash, OID, or equity) to be agreed Amount An amount equal to the sum of (a) all loans outstanding under the 2026 TL, (b) the amount of Existing 2026 Notes not then held by the Commitment Parties, and (c) if agreed to be paid in cash or in the form of OID, an amount equal to the Commitment Fee An amount equal to the sum of (a) all loans outstanding under the 2026 TL and (b) if agreed to be paid in cash or in the form of OID, an amount equal to the commitment fee Maturity [April 1, 2029] ([3]-year extension from current maturity) Same Interest Rate S + [4.00]% ([75]bps increase from current) Same Exchange Ratio Par plus accrued interest (no discount or premium), subject to Commitment Fee arrangements above Same Call Protection [Prepayable at any time at par plus accrued] Same
Senior Secured Term Loan due 2026 Proposal (cont’d) Last Company Proposal Last Bondholder AHG Proposal Covenants • Key Terms
• Key Terms • Debt/Liens: • Debt/Liens: o Unlimited unsecured debt subject to compliance with 2x Fixed Charge Coverage Ratio, available only to o Same Issuer and Guarantors o Credit Facilities basket for (i) the existing ABL Credit
Agreement or (ii) in the case of any other revolving o Credit Facilities basket for (i) the existing ABL Credit Agreement or (ii) in the case of any other revolving credit facility replacing the existing ABL Credit Agreement, a revolving credit
facility provided by credit facility replacing the existing ABL Credit Agreement, a unitranche revolving credit facility provided commercial banks that provide such loans in the ordinary course of business as part of their regular by commercial
banks that provide such loans in the ordinary course of business as part of their regular business operations, in a principal amount up to the greater of (x) $750m and (y) the Borrowing Base business operations, in a principal amount up to $750m o
Up to $250m incremental 2L debt (secured on a pari passu basis with liens securing the New Senior o Same Secured 2L Notes), with the New Senior Secured 2L Notes to contain an MFN for 12 months o Up to $1b incremental 3L or other junior lien or
unsecured debt o Up to $500m incremental 3L or other junior lien or unsecured debt, which may only be used by Issuer and Guarantors o Non-guarantor debt limited to $100m available only for foreign subsidiaries in the ordinary course of o Same
business
o $300m general debt basket only to be utilized by Issuer and Guarantors on an unsecured basis o Same o Payments on unsecured debt (and, with respect to
the New Senior Secured Term Loan and New Senior o Same Secured 1L Notes, 2L debt (collectively, “Junior Debt”)) to also constitute Restricted Payments; provided that: interest may be paid on Junior Debt; Same Junior Debt may be repaid at
maturity; Same Junior Debt may be repurchased with the proceeds from preferred or common equity offerings; Same, subject to Restricted Payments on new preferred below for the avoidance of doubt, Junior Debt may be refinanced using available debt
capacity; Same subject to the Asset Sale covenant, Asset Sale proceeds may be used to repurchase Junior Debt; Same, subject to Asset Sale provisions below and there will be a $950m basket for repurchases of Junior Debt at or below par Not agreed o
(1) $350m plus (2) 50% of CNI from the issue date, plus (3) other items listed in the precedent, which o (1) $300m plus (2) 50% of CNI from the issue date; both the starter basket and the 50% CNI builder may may only be used for repurchases of
Junior Debt at or below par only be used for repurchases of Junior Debt at or below par o Unrestricted Subsidiaries not permitted (all subsidiaries are Restricted Subsidiaries) o Same
o Investments in Non-Guarantor Restricted Subsidiaries permitted without cap o Same, but may only be used for investments in foreign subsidiaries in the ordinary course of business
for a bona fide business purpose
o Payments on Preferred Stock generally not permitted, provided that: o Same for the avoidance of doubt, PIK payments are OK; and
Same cash payments are permitted on new Preferred Stock issued, the proceeds of which are used to Same, so long as proceeds are exclusively used to reduce debt, subject to limit of $[TBD]m reduce debt (Company to propose limit) o $100m general
restricted payments basket o No general restricted payment basket and payments to common equity are not permitted under any basket o Excluded Contribution capacity is reset to zero and only Excluded Contribution capacity is from net cash o Same
proceeds from the sale of equity interests or contributions to common equity of CommScope Holding Company, Inc. (rather than the Issuer) by a third party
Senior Secured Term Loan due 2026 Proposal (cont’d)
Last Company Proposal Last Bondholder AHG Proposal Covenants (cont’d) • Key Terms • Key Terms
• Asset Sales: • Asset Sales: o During the reinvestment period the Company may use Net Cash o Same Proceeds to repay debt, invest in a Similar Business, or invest in
replacement assets, other than OWN/DAS Proceeds o 12-month reinvestment period o 6 months reinvestment period, with additional 180 days if binding agreement within initial 6-month period o Of the Net Cash Proceeds used during the reinvestment period
for debt o Of the Net Cash Proceeds used during the reinvestment period for debt repayment, at least 55% must be used to purchase 1L debt on a pro rata repayment, at least 75% must be used to purchase 1L debt on a pro rata basis at par plus accrued
interest, and the remaining 45% may be used to basis at par plus accrued interest, and the remaining 25% may be used to purchase Junior Debt at or below par plus accrued interest purchase Junior Debt at or below par plus accrued interest
o 100% of the net cash proceeds from the sale of OWN/DAS must be o Same applied to prepay/redeem the New Senior Secured 1L Notes and New Senior Secured Term Loan together on a pro
rata basis at par plus accrued interest
• Other • Other
o No
payment for consents covenant o Payment for consents covenant to be added o Liability Management Transactions utilizing available indebtedness and o Same investment capacity are largely restricted, with “Liability Management Transaction”
defined as any refinancing, retirement, exchange, extension, repurchase, or defeasance of any existing Indebtedness of the Issuer or any of its Subsidiaries with any other Indebtedness (or the proceeds of any other Indebtedness) of the Issuer or any
of its Subsidiaries Events of Default • Generally, in line with existing Senior Secured Term Loan o Same
Voting • At least 50% for substantially all
matters requiring consent, except for • At least 50% for substantially all matters requiring consent, except for "sacred rights" matters that require 100% or affected holder consent, and “sacred rights” matters that require 100% or
affected lender consent otherwise consistent with current market for syndicated indebtedness for • In addition to sacred rights matters in 2026 TL, 100% or affected lender non-distressed borrowers consents matters shall also include the
following: o Modifying lien priority of the collateral or payment priority of the obligations o Modifying (1) covenants to permit designation of unrestricted subsidiaries or (2) payments for consent covenant All Other Terms • To be mutually
agreed upon by the Issuer and the Bondholder AHG, but • Same expected to remain generally consistent with existing Senior Secured Term Loan
Senior Secured Notes due 2026 Proposal Last Company Proposal Last Bondholder AHG Proposal Form New Senior Secured 1L Debt in the form of Notes, with 144A, Reg S, and IAI CUSIP (the “New Senior Secured 1L Notes”) Same Transaction Each member of the Bondholder AHG will enter into a TSA pursuant to which, among other customary agreements, each member will agree to: Each member of the Bondholder AHG will enter into a TSA pursuant to which, among other customary agreements, each member will agree to: Exchange all of the Existing 2026 Notes held by them for New Senior Secured 1L Notes (with the related exchange offer (the “2026 Notes Exchange Offer”) to be made to all holders of the Existing 2026 Notes); Exchange all of the Existing 2026 Notes held by them for New Senior Secured 1L Notes (with the related exchange offer to be made to all holders of the Existing 2026 Notes); Provide customary “exit consents” (including the release of all collateral) with respect to the Existing 2026 Notes indenture; and Members of the Bondholder AHG will work with the Company to backstop all nonparticipating loans under the 2026 TL and notes under the Existing 2026 Notes in exchange for an adequate commitment fee to be negotiated based on final terms and economics of the exchange Provide consents under the Longer-Dated Notes and under the 2026 TL as may be reasonably necessary or advisable to ensure consummation of the transactions contemplated by this proposal Provide customary “exit consents” (including the release of all collateral) with respect to the Existing 2026 Notes indenture; 4.75% Senior Secured Notes due 2029 would consent to this transaction subject to the corresponding indenture being amended to have the same covenants as the New Senior Secured 1L Notes (other than repayment with proceeds from OWN/DAS sale, which will only apply to New Senior Secured Term Loan and New Senior Secured 1L Notes); and Subject to legal diligence, consents under the other Longer-Dated Notes are not required Amount An amount equal to the Existing 2026 Notes accepted for exchange in the 2026 Notes Exchange Offer An amount equal to the sum of (a) all notes outstanding under the Existing 2026 Notes and (b) if agreed to be paid in cash or in the form of OID, an amount equal to the commitment fee Maturity [March 1, 2029] ([3]-year extension from current maturity) Same Interest Rate [8.50]% ([250]bps increase from current) Same Exchange Ratio Par plus accrued interest (no discount or premium) Same
Senior Secured Notes due 2026 Proposal (cont’d) Last Company Proposal Last Bondholder AHG Proposal Call Protection NC1 / 104.25 / 102.125 / par thereafter First two years 103 / 104.25 / 102.125 / par thereafter Redemption right during the first year at 103% Redemption premium upon acceleration (including bankruptcy) during the first four years Equity claw provision on terms consistent with Existing Senior Secured Notes CommScope to have the requirement to use 100% of the net proceeds from the sale of OWN/DAS to repurchase the New Senior Secured 1L Notes due 2029 on a pro rata basis with the New Senior Secured Term Loan due 2029 at par plus accrued interest (for the avoidance of doubt, not subject to call premiums) Make-whole / redemption premium upon acceleration (including bankruptcy) during the first three years CommScope to have ability to redeem New Senior Secured 1L Notes at par plus accrued and unpaid interest from proceeds from asset sales CommScope to have ability to redeem New Senior Secured 1L Notes at 102% during the first three years and at par plus accrued and unpaid interest thereafter upon a change of control transaction Covenants Same as New Senior Secured Term Loan with customary adjustments Same Events of Default In line with Existing Senior Secured Notes Generally, in line with Existing Senior Secured Notes except to have crossdefault provisions to existing secured and unsecured debt (instead of crossacceleration) Voting At least 50% for substantially all matters requiring consent, except for “sacred rights” matters that require 100% or affected holder consent, and 66 2/3% for the release of liens consistent with the Existing Senior Secured Notes, and otherwise consistent with current market for syndicated indebtedness for non-distressed borrowers/issuers At least 50% for substantially all matters requiring consent, except for “sacred rights” matters that require 100% or affected holder consent In addition to sacred rights matters in Existing Senior Secured Notes, 100% or affected holder consents matters shall also include the following: Modifying lien priority of the collateral Modifying (1) covenants to permit designation of unrestricted subsidiaries or (2) payments for consent covenant Releasing all or substantially all guarantees and collateral All Other Terms To be mutually agreed upon by the Issuer and the Bondholder AHG but expected to remain generally consistent with Existing Senior Secured Notes Same