Item 1.01. Entry into a Material Definitive Agreement.
Purchase Agreement
On July 14, 2021, Belden Inc. ("Belden") and certain of its subsidiaries (the
"Guarantors") entered into a Purchase Agreement (the "Purchase Agreement") with
Deutsche Bank AG, London Branch, as representative for the initial purchasers
listed on Schedule I thereto (the "Initial Purchasers"), providing for the
issuance and sale of €300 million aggregate principal amount of 3.375% Senior
Subordinated Notes due 2031 (the "Notes" and such offering, the "Notes
Offering") in an offering to persons reasonably believed to be qualified
institutional buyers in reliance on Rule 144A and outside the United States to
non-U.S. persons in accordance with Regulation S under the Securities Act of
1933, as amended (the "Securities Act"). The Notes were issued at par, and the
offering of the Notes is expected to close on July 28, 2021. The Company intends
to use the net proceeds from the offering of the Notes, along with cash on hand,
to fund the redemption in full of its 2.875% senior subordinated notes due 2025
(the "2025 Notes"), pursuant to the terms of the Indenture relating to the 2025
Notes (the "Redemption").

The Purchase Agreement contains customary representations and warranties of the
parties and indemnification and contribution provisions whereby Belden and the
Guarantors, on the one hand, and the Initial Purchasers, on the other hand, have
agreed to indemnify each other against certain liabilities.

The Initial Purchasers will receive customary commissions and discounts under
the Purchase Agreement upon the consummation of the offering of the Notes.
Certain of the Initial Purchasers and their respective affiliates have provided,
and in the future may provide, investment banking, commercial lending and
financial advisory services to Belden and its affiliates, for which they
received or will receive customary fees and expenses. Certain of the Initial
Purchasers or their affiliates act as agents and/or lenders under Belden's
revolving credit agreement. Certain of the Initial Purchasers or their
affiliates are holders of the 2025 Notes and, accordingly, may receive a portion
of the proceeds of the offering of the Notes in connection with the Redemption.

The foregoing description of the Purchase Agreement is qualified in its entirety
by reference to the complete version of the Purchase Agreement which is filed as
Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by
reference.


Item 8.01. Other Events.

On July 14, 2021, Belden issued a press release announcing that it has commenced, subject to market conditions, the offering of the Notes to fund, along with cash on hand, the Redemption. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.



On July 14, 2021, Belden also issued a press release announcing the pricing of
the offering of the Notes. A copy of the press release is attached hereto as
Exhibit 99.2 and incorporated herein by reference.

On July 19, 2021, Belden issued a Notice of Conditional Redemption to holders of
the 2025 Notes. The redemption date for the 2025 Notes will be September 15,
2021, conditioned upon the closing of the Notes Offering.


Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.

        10.1                 Purchase Agreement, dated as of July     14

, 2021, by and among Belden


                           Inc., the Guarantors named therein and Deutsche

Bank AG, London Branch, as


                           representative of the Initial Purchasers listed

on Schedule I thereto.


        99.1                 Belden news release dated July     14    ,

2021, titled "Belden Announces


                           €300 Million Private Offering of Senior

Subordinated Notes."


        99.2                 Belden news release dated July     14    ,

2021, titled "Belden Announces


                           Pricing of €300 Million Private Offering of

3.375% Senior Subordinated


                           Notes."

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